Comet Resources : Notice of General Meeting & Proxy Form

COMET RESOURCES LIMITED ACN 060 628 202 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 11:00am (WST) DATE: 9 August 2017 PLACE: Level 3, Suite 3

24 Outram Street West Peth WA 6005

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (WST) on 7 August 2017.

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B US I NE S S O F T HE M E E T I NG AGENDA

1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE - TRANCHE 1 SHARES

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 19,950,000 Shares pursuant to Tranche 1 of the Placement on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. 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.
2. RESOLUTION 2 - PLACEMENT - APPROVAL TO ISSUE TRANCHE 2 SHARES

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 10,050,000 Shares pursuant to Tranche 2 of the Placement on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. 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.
3. RESOLUTION 3 - ISSUE OF SHARES TO RELATED PARTY - PARTICIPATION IN PLACEMENT - ANTHONY COOPER

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   "That, for the purposes of, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,000,000 Shares to Anthony Cooper (or his nominee) on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Anthony Cooper (and his nominee) and any of their associates. 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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4. RESOLUTION 4 - ISSUE OF SHARES TO RELATED PARTY - PARTICIPATION IN PLACEMENT - HAMISH HALLIDAY

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   "That, for the purposes of, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 400,000 Shares to Hamish Halliday (or his nominee) on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Hamish Halliday (and his nominee) and any of their associates. 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.
5. RESOLUTION 5 - ISSUE OF INCENTIVE OPTIONS TO RELATED PARTY - HAMISH HALLIDAY

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 Incentive Options to Hamish Halliday (or his nominee) on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Hamish Halliday (or his nominee) and any of their associates. 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. Voting Prohibition Statement:

   A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

6. the proxy is either:

7. a member of the Key Management Personnel; or

8. a Closely Related Party of such a member; and

9. the appointment does not specify the way the proxy is to vote on this Resolution.

   However, the above prohibition does not apply if:

10. the proxy is the Chair; and

11. the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

12. RESOLUTION 6 - ISSUE OF INCENTIVE OPTIONS TO RELATED PARTY - ROBERT JONES

13. To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 500,000 Incentive Options to Robert Jones (or his nominee) on the terms and conditions set out in the Explanatory Statement."

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