Superior Resources : Notice of 2019 AGM

Superior Resources Limited

ABN 72 112 844 407

Notice of the 2019 Annual General Meeting

of Shareholders

28 November 2019 at 11:00 AM

To be held at:

Christie Centre

320 Adelaide Street BRISBANE QLD 4000

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The details contained in the Explanatory Notes accompanying this Notice of Annual General Meeting should be read together with and form part of this Notice of Annual General Meeting.

Ordinary Business

Financial Statements and Reports

To receive and consider the Financial Statements for the year ended 30 June 2019 incorporating the Profit and Loss for the year, and the Balance Sheet as at that date, together with the Directors' Report and the Auditor's Report thereon.

RESOLUTIONS

To consider and if thought fit, resolve:

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT (Non-Binding resolution)

To consider and if thought fit, pass the following as an ordinary resolution:

"That the Remuneration Report for the year ended 30 June 2019 covering directors and executives (as set out in the Directors' Report), as detailed in the Annual Report, is adopted."

The Company will in accordance with section 250R of the Corporations Act, disregard any votes cast on this Resolution by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, the Company need not disregard such a vote:

• if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance

with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR KENNETH JAMES HARVEY

To consider and if thought fit, pass the following as an ordinary resolution:

"That Mr Kenneth James Harvey who retires by rotation in accordance with the Constitution of the Company but being eligible and is offering himself for re-election, be and is hereby appointed for a further term of office."

RESOLUTION 3 - APPROVAL OF 10% PLACEMENT FACILITY

To consider and if thought fit, pass the following as a special resolution:

"That pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue equity securities up to 10.00% of the issued capital of the Company (calculated at the time of issue in accordance with the formula prescribed in Listing Rule 7.1A.2) over a 12 month period on the terms and conditions set out in the Explanatory Memorandum".

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the issue of the Shares and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with

a direction on the proxy form to vote as the proxy decides.

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RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE OF SHARES - PLACEMENT

To consider and if thought fit, to pass the following as an ordinary resolution:

"That pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

• 57,375,000 ordinary shares by the Company on 12 August 2019 to sophisticated investors at an issue price of $0.008 per Share pursuant to the Placement.";

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the Placement and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a

direction on the proxy form to vote as the proxy decides.

RESOLUTION 5 - PARTICIPATION OF DIRECTOR IN SHARE PLACEMENT- MR PETER HWANG

To consider and if thought fit, to pass the following as an ordinary resolution:

"That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 1,875,000 ordinary shares at an issue price of $0.008 per Share to Director Mr Peter Hwang or his nominee pursuant to the Placement."

The Company will disregard any votes cast on Resolution 5 by Peter Hwang and any associates of Peter Hwang. However, the Company need not disregard a vote if:

• it is cast by Peter Hwang as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 6 - PARTICIPATION OF DIRECTOR IN SHARE PLACEMENT- MR CARLOS FERNICOLA

To consider and if thought fit, to pass the following as an ordinary resolution:

"That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 2,500,000 ordinary shares at an issue price of $0.008 per share to Director Mr Carlos Fernicola or his nominee pursuant to the Placement."

The Company will disregard any votes cast on Resolution 6 by Carlos Fernicola and any associates of Carlos Fernicola. However, the Company need not disregard a vote if:

• it is cast by Carlos Fernicola as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

DIRECTORS' RECOMMENDATIONS ON RESOLUTIONS

Your Directors recommend that you vote:

• FOR Resolutions 1 to 6

Further information is set out in the Explanatory Statement accompanying this Notice. By Order of the Board of Directors,

Carlos Fernicola

Company Secretary

Dated 23 October 2019

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Voting and Proxies

1. Voting

Superior Resources Limited (Superior) has determined in accordance with Regulation 7.11.37 of the Corporations Regulations that for the purposes of voting at the meeting, securities will be taken to be held by those persons recorded on the Company's share register as at 11:00am (Brisbane time) on 22 November 2019. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

If you have any queries on how to cast your votes then call Mr Peter Hwang on 07 3847 2887 or Mr Carlos Fernicola on 07 3229 1799 during business hours.

2. Proxies

1. Any member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote in his or her stead.
2. If a shareholder appoints more than one proxy, the appointment of the proxy may specify the proportion or number of that shareholder's votes that each proxy may exercise. If the appointment does not specify the proportion or the number of the shareholder's votes, each proxy may exercise one half of the votes.
3. Where a shareholder appoints more than one proxy neither proxy is entitled to vote on a show of hands.
4. A proxy need not be a shareholder of Superior.
5. To be effective, Superior must receive (at the delivery details below) the completed Proxy Form and, if the form is signed by the shareholder's attorney, the authority under which the Proxy Form is signed (or a certified copy of the authority) by no later than 48 hours before the commencement of the meeting. Proxy Forms and other documentation may be lodged as follows:

By posting, delivery or	Superior Resources Limited Share Registry
facsimile:	C/- Link Market Services Limited
	Locked Bag A14 Sydney South NSW 1235
	Facsimile: [phone]
By delivery:	Level 12, 680 George Street Sydney NSW 2000

1. Proxies given by corporate shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised officer or attorney.
2. If a proxy is not directed on how to vote on an item of business, the proxy may vote, or abstain from voting as he or she thinks fit.
3. If a shareholder appoints the Chairman of the meeting as the shareholder's proxy and does not specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that shareholder for that item.

How the Chairman of the meeting will vote undirected proxies

Mr Carlos Fernicola, the Chairman of the Company, will chair the Meeting.

If you appoint the Chairman of the Meeting as your proxy or the Chairman is appointed as your proxy by default, and you do not specify how the Chairman is to vote on any Resolution, the Chairman as your proxy will vote:

FOR Resolutions 1 to 6.

NOTE: APPOINTMENT OF PROXY FORM IS ENCLOSED

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Explanatory Notes to the Notice of Annual General Meeting 2019

Resolution 1- REMUNERATION REPORT

The Remuneration Report for the year ended 30 June 2019 is set out in the Directors' Report, which forms part of the 2019 Annual Financial Report. The 2019 Annual Financial Report is available on Superior Resources Limited website: www.superiorresources.com.au.

The purpose of Resolution 1 is to lay before the Shareholders the Company's Remuneration Report so that Shareholders may ask questions about or make comments on the management of the Company in accordance with the requirements of the Corporations Act and vote on whether to adopt the Remuneration Report for the year ended 30 June 2019.

In accordance with section 250R(2) of the Corporations Act the Annual General Meeting of a listed company must propose a resolution that the Remuneration Report, contained within the Annual Report, be adopted.

Prior to voting on this Resolution there will be a reasonable opportunity for Shareholders to ask questions and comment about the Remuneration Report for the year ended 30 June 2019.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Company or its directors. The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies.

From 1 July 2011 the legislation has been amended in relation to voting on the Remuneration Report under section 250R(2) of the Corporations Act. Under sections 250 U and 250V of the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration report at two consecutive AGMs, shareholders will be required to vote at the second AGM on a resolution (a "Spill Resolution") that another general meeting be held within 90 days at which all of the Company's directors (other than the Managing Director) must go up for re-election.

Shareholders are encouraged to cast their votes on Resolution 1 (Remuneration Report).

In accordance with section 250R of the Corporations Act, a vote on this resolution must not be cast by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if:

• the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
• the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.

BOARD'S RECOMMENDATION ON RESOLUTION 1

The Board strongly recommends that Shareholders vote in favour of Resolution 1.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention.

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