Notice of General Meeting

RNS Number : 4822F

Harvest Minerals Limited

17 November 2015

 



HARVEST MINERALS LIMITED

ACN 143 303 388

NOTICE OF GENERAL MEETING

TIME:                    4:00 PM (WST)

DATE:                   Thursday, 17 December 2015

PLACE:                 Level 1, 330 Churchill Avenue

                            Subiaco, WA 6008

This Notice of General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on ([phone]

CONTENTS

Business of the Meeting                                                                                                                                                              4

Explanatory Statement                                                                                                                                                                 6

Glossary                                                                                                                                                                                       11

Schedule 1 - Terms and Conditions of Options                                                                                                                      12

Schedule 2 - Terms and Conditions of Broker Options                                                                                                          14

Proxy Form                                                                                                                                                                        Enclosed

important information

VENUE

The General Meeting of the Shareholders of Harvest Minerals Limited which this Notice of General Meeting relates to will be held at 4:00PM (WST) on Thursday, 17 December 2015 at:

Level 1

330 Churchill Avenue

Subiaco, WA 6008

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above. 

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

·              each Shareholder has a right to appoint a proxy;

·              the proxy need not be a Shareholder of the Company; and

·              a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.  If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

·              if proxy holders vote, they must cast all directed proxies as directed; and

·              any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

·              the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

·              if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and

·              if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and

·              if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

·              an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

·              the appointed proxy is not the chair of the meeting; and

·              at the meeting, a poll is duly demanded on the resolution; and

·              either of the following applies:

o      the proxy is not recorded as attending the meeting;

o      the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Business of the meeting

Notice is given that the General Meeting of Shareholders of Harvest Minerals Limited will be held at Level 1, 330 Churchill Avenue, Subiaco, Western Australia 6008 at 4:00 PM (WST) on Thursday, 17 December 2015.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting.  The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company on Tuesday, 15 December 2015 at 4:00 PM (WST).

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

Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

AGENDA

1.                Resolution 1 - Tranche 1 Placement - shares and options

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

"That for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 260,820,000 Shares and 130,410,000 Options (on a pre-Consolidation basis) 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.

2.                Resolution 2 - Placement - options - in consideration for services provided

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 9,517,200 Options (on a pre-Consolidation basis) 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 - RATIFICATION OF PRIOR ISSUE OF SHARES

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 60,000,000 Shares (on a pre-Consolidation basis) 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.

4.                Resolution 4 - APPROVAL TO issue shares

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

"That for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 60,000,000 Shares (on a pre-Consolidation basis) 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.

5.                RESOLUTION 5 - CONSOLIDATION OF CAPITAL

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

"That, subject to all other Resolutions in this Notice being passed, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

(a)        every 10 Shares be consolidated into 1 Share; and

(b)        every 10 Options be consolidated into 1 Option,

and, where this Consolidation results in a fraction of a Share or an Option being held, the Company be authorised to round that fraction up to the nearest whole Share or Option (as the case may be)."

DATED:  16 NOVEMBER 2015

JONATHAN HART

COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at Level 1, 330 Churchill Avenue, Subiaco, Western Australia 6008 at 4:00 PM (WST) on Thursday, 17 December 2015.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution in the Notice of Meeting.

Any conversion of currency contained in this Notice is based on the exchange rate of 1 GBP: 2.13 AUD, which is the average of the buy and sell rates for GBP in Australian dollars as quoted at www.oanda.com on 6 November 2015. The Company notes that this exchange rate has been used as an indication only and the AUD/GBP exchange rate on the date of issue of Securities or exercise of Options will likely differ.  This will result in the funds raised as depicted in Australian dollars to also differ.

Unless otherwise stated all references to Securities in this Notice are on a pre-Consolidation basis.

1.                RESOLUTION 1 - Tranche 1 Placement - shares and options

1.1              Background to Placement

As announced on or around 12 November, the Company is undertaking a private placement of up to 317,240,000 Shares to raise up to £2,379,300 (AUD$5,075,840) at an issue price of 0.75 pence (AUD$0.016) per Share, together with one (1) free attaching Option for every two (2) Shares subscribed for and issued (Placement).

The Shares and Options will be issued to clients of Mirabaud Securities LLP (Mirabaud) and it is understood that one of these clients, Graham Edwards, will take up a substantial investment in the Company by subscribing for up to 220,000,000 Shares. Where the full 220,000,000 Shares are issued to Mr Edwards he will hold relevant interest amounting to 23.41% in the Company (assuming full subscription under the Placement and the completion of the issues pursuant to Resolutions 1 to 4 of this Notice), which will require shareholder approval pursuant to section 611 Item 7 of the Corporations Act (s611 Approval).

Accordingly, the Resolution 1 seeks Shareholder approval for the issue of up to 260,820,000 Shares and 130,410,000 Options (Tranche 1 Placement), with the remaining 56,420,000 Shares and 28,210,000 Options to be issued following the receipt of s611 Approval to be sought at an additional general meeting to be held in the coming months (Tranche 2 Placement).  

The Company confirms that no Shares will be issued under the Tranche 1 Placement to any party (including Mr Graham) where it would increase the party's Voting Power in the Company above 20% without the Company obtaining the appropriate shareholder approvals.

1.2              General

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 1 will be to allow the Company to issue the Shares and Options pursuant to the Tranche 1 Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity. 

1.3              Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Tranche 1 Placement:

(a)               the maximum number of Shares to be issued is 260,820,000 and the maximum number of Options to be issued is 130,410,000;

(b)              the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares and Options will occur on progressively;

(c)               the issue price will be 0.75 pence (AUD$0.016) per Share and nil per Option as the Options will be issued free attaching with the Shares on the basis of one (1) Option for every two (2) Shares issued under the Tranche 1 Placement;

(d)              the Shares and Options will be issued to clients of Mirabaud. None of these subscribers are related parties of the Company;

(e)               the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

(f)               the Options will be issued on the terms and conditions set out in Schedule 1; and

(g)              the Company intends to use the funds raised from the Tranche 1 Placement substantially towards the development of the Company's Arapua Fertilizer Project as well as consideration of other opportunities and general working capital. A more detailed use of funds is set out below (assuming the full £1,956,150 (AUD$4,173,120) is raised):

Item	Proceeds of the Placement	Allocation of GBP	Allocation of AUD$1	%
1.	Exploration of Arapua Fertilizer Project	£1,200,000	$2,559,960	61.34%
2.	Consideration for other opportunities in Brazil	£200,000	$426,660	10.22%
3.	Expenses of the Tranche 1 Placement	£180,000	$383,994	9.20%
4	Working Capital	£376,150	$802,506	19.23%
	Total	£1,956,150	$4,173,120	100%

Notes:

^1.         Based on exchange rate 1 GBP : 2.13 AUD

^2.         To the extent the Company is not successful in raising the full £1,956,150 (AUD$4,173,120) and after adjusting for the expenses of the Tranche 1 Placement, any funds allocated to exploration will be scaled back accordingly.

^3.         The above table is a statement of current intentions as of the date of this Notice.  As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied.  The Board reserves the right to alter the way funds are applied on this basis.

1.4              Dilution

Assuming no Options are exercised or other Shares issued and the maximum number of Shares as set out above are issued, the number of Shares on issue would increase from 562,671,666 (being the number of Shares on issue as at the date of this Notice) to 823,491,666 and the shareholding of existing Shareholders would be diluted by approximately 31.67%.  Further, in the event all the Options issued pursuant to the Tranche 1 Placement were exercised the number of Shares on issue would increase to 953,901,666 and the shareholding of existing Shareholders would be diluted by 41.01%.

2.                Resolution 2 - Placement - options - in consideration for services provided

2.1              General

The Company has engaged the services of Mirabaud to manage and act as broker to the Placement.  The Company will pay Mirabaud a fee of 5% (exclusive of goods and services tax) on the amount raised under the Placement as well as issuing Mirabaud up to 9,517,200 Options that will be exercisable at 0.75 pence (AUD$0.016) within 5 years from the date of issue (Broker Options).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

A summary of ASX Listing Rule 7.1 is set out in section 1.1 above.

The effect of Resolution 2 will be to allow the Company to issue the Broker Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity. 

2.2              Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Broker Options:

(a)               the maximum number of Broker Options to be issued is 9,517,200;

(b)              the Broker Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Broker Options will occur on the same date;

(c)               the Broker Options will be issued for nil cash consideration in satisfaction of services provided by Mirabaud in relation to the Placement; 

(d)              the Broker Options will be issued to Mirabaud (or its nominees), who are not related parties of the Company;

(e)               the Broker Options will be issued on the terms and conditions set out in Schedule 2; and

(f)               no funds will be raised from the issue of Broker Options as the Broker Options are being issued in consideration for services provided by Mirabaud in relation to the Placement. 

3.                Resolution 3 - ratification of prior issue OF shares

3.1              General

Under the terms of the Sergi Potash Project Agreement the Company is to issue 60,000,000 Shares on achieving a JORC inferred reserve of a minimum of 25 million tons at a minimum grade of more than 10 per cent. This milestone was achieved and accordingly on or around 16 November 2015 the Company issued 30,000,000 Shares to KMINE Holding Ltd and 30,000,000 Shares to Americas Investments & Participation Limited for part consideration for the 100% conditional acquisition of Sergi Potash Project.

Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.4, to ratify the issue of the 60,000,000 Shares (Ratification).

A summary of ASX Listing Rule 7.1 is set out in Section 1.2 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1.  It provides that, where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 and 7.1A (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue the subject of Resolution 3, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2              Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a)              a total of 60,000,000 Shares were issued;

(b)              the Shares were issued for nil cash consideration in satisfaction for part consideration for the 100% acquisition of the Sergi Potash Project in Brazil;

(c)              the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

(d)              the Shares were issued to KMINE Holding Ltd and Americas Investments & Participation Limited who are not related parties or associates of the Company; and

(e)              no funds were raised from the issue of the Shares as the Shares were issued in consideration for part consideration of 100% conditional acquisition of the Sergi Potash Project in Brazil.

4.                RESOLUTION 4 - APPROVAL TO ISSUE SHARES

4.1              General

Resolution 4 seeks Shareholder approval for the issue of 30,000,000 (pre-Consolidation) Shares to KMINE Holding Ltd and 30,000,000 (pre-Consolidation) Shares to Americas Investments & Participation Limited for part consideration for the 100% conditional acquisition of Sergi Potash Project in Brazil.

A summary of ASX Listing Rule 7.1 is set out in Section 1.2 above.

The effect of Resolution 4 will be to allow the Company to issue the 60,000,000 Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

4.2              Technical information required by ASX Listing Rule 7.1

Under and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of Shares under Resolution 4:

(a)               the maximum number of (pre-Consolidation) Shares to be issued is 60,000,000;

(b)              the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on or around the same day as the Meeting;

(c)               the Shares will be issued for nil cash consideration in satisfaction for part consideration for the 100% acquisition of the Sergi Potash Project in Brazil;

(d)              the Shares will be issued to KMINE Holding Ltd and Americas Investments & Participation Limited, none of whom are related parties of the Company and the Company confirms that no Shares will be issued to any party where it would increase the party's Voting Power in the Company above 20%;

(e)               the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and

(f)               no funds will be raised from the issue of the Shares as the Shares are being issued in consideration for part consideration of 100% conditional acquisition of the Sergi Potash Project in Brazil.

5.                resolution 5 - consolidation of capital

5.1              Background

If Resolution 5 is passed and excluding any Securities issued pursuant to the other Resolutions, the number of:

(a)               Shares on issue as at the date of this Notice, will be reduced from 562,671,666 to 56,267,166 subject to rounding); and

(b)              Options on issue as at the date of this Notice, will be reduced from 6,000,000 to 600,000 (subject to rounding). 

5.2              Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number. 

5.3              Fractional entitlements

Not all Security Holders will hold that number of Shares or Options (as the case may be) which can be evenly divided by 10.  Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Security.

5.4              Taxation

It is not considered that any taxation implications will exist for Security holders arising from the Consolidation.  However, Security holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor the Deed Administrator (nor the Deed Administrator's advisers) accept any responsibility for the individual taxation implications arising from the Consolidation.

5.5              Holding statements

From the date of the Consolidation, all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities.

It is the responsibility of each Security Holder to check the number of Securities held prior to disposal or exercise (as the case may be).

5.6              Effect on capital structure

The effect which the Consolidation will have on the Company's capital structure is set out in the table below. 

Capital Structure	Shares	Unlisted Options1
Current Securities on issue at date of Notice	562,671,666	6,000,000
Securities issued under Resolutions 1 and 2 (on pre-Consolidation basis)2	260,820,000	139,927,200
Total Pre-Consolidation	823,491,666	145, 927,200
Post Consolidation of Securities2,3	82,349,167	14,592,720

1.          The terms of these Options are set out in the table below.  

2.          Assumes Resolutions 1 and 2 are passed and the Placement is fully subscribed.

3.          Under Resolution 4, the Company is also seeking approval to issue an additional 60,000,000 Shares which will equate to 6,000,000 Shares following the Consolidation.

The effect the Consolidation will have on the terms of the Options is as set out in the tables below:

Options - Pre Consolidation

Terms	Number
Options exercisable at AUD$ 0.05  on or before 31/12/2015	6,000,000
Options exercisable at 0.88 pence (AUD$0.019) on or before 31/5/2017 (to be issued under Resolution 1)	130,410,000
Options exercisable at 0.75 pence (AUD$0.016) within 5 years from the date of issue (to be issued under Resolution 2)	9,517,200
Total	145,927,200

Options - Post Consolidation

Terms	Number
Options exercisable at AUD$0.50 on or before 31/12/2015	600,000
Options exercisable at 8.8 pence (AUD$0.19) on or before 31/5/2017 (to be issued under Resolution 1)	13,041,000
Options exercisable at 7.5 pence (AUD$0.16) within 5 years from the date of issue (to be issued under Resolution 2)	951,720
Total	14,592,720

5.7              Indicative timetable*

If Resolution 5 is passed, the reduction of capital will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 8) of the ASX Listing Rules):

Action	Date
Company announces Consolidation and sends out Notice of Meeting.	17 November 2015
Company tells ASX that Shareholders have approved the Consolidation.	17 December 2015
Last day for pre-Consolidation trading.	21 December 2015
Post-Consolidation trading starts on a deferred settlement basis.	23 December 2015
Last day for Company to register transfers on a pre-Consolidation basis.	24 December 2015
First day for Company to send notice to each holder of the change in their details of holdings.	29 December 2015
First day for the Company to register Securities on a post-Consolidation basis and first day for issue of holding statements.

6.                ENQUIRIES

Shareholders should contact the Company Secretary on [phone] if they have any queries in respect of the matters set out in this Notice of Meeting. 

GLOSSARY

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

AUD$ means Australian dollars.

Board means the board of directors of the Company.

Broker Options has the meaning as set out in Section 2.1.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Consolidation means the consolidation of the Company's issued capital being the subject of Resolution 5.

Company or Harvest means Harvest Minerals Limited (ACN 143 303 388).

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

General Meeting or Meeting means the meeting convened by the Notice.

GBP or £ means Great Britain Pounds.

Notice or Notice of Meeting or Notice of General Meeting means this notice of General Meeting including the Explanatory Statement.

Option means an option to acquire a Share.

Placement has the meaning as set out in Section 1.1.

Proxy Form means the proxy form accompanying the Notice.

Section means a section of the Explanatory Statement unless indicated otherwise.

Securities mean all securities of the Company, including Shares and Options (as the context requires).

Sergi Potash Project means a potash exploration project, located in Brazil, the conditional rights to which were acquired by the Company under the Sergi Potash Project Agreement.

Sergi Potash Project Agreement means the agreement entered between the Company and KMINE Holding Ltd in relation to the acquisition of the Sergi Potash Project as summarised in the ASX announcement on 20 April 2015.

Share means a share in the Company.

Shareholder means a holder of a Share in the Company.

Tranche 1 Placement has the meaning as set out in Section 1.1.

Tranche 2 Placement has the meaning as set out in Section 1.1.

Voting Power means the voting power determined in accordance with Section 610 of the Corporations Act.

WST means Western Standard Time as observed in Perth, Western Australia.

Schedule 1 - terms and conditions of options

(a)              Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)              Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be 0.88 pence (AUD$0.018) on a pre-Consolidation basis Exercise Price)

(c)               Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 May 2017 (Expiry Date).  An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)              Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e)              Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised by electronic funds transfer or other means of payment acceptable to the Company.

(f)               Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g)              Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(a)               allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(b)              if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(c)               if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options and if admitted to AIM at the time, apply for the Shares issued pursuant to the Options to be admitted to trading on AIM.

If a notice delivered under paragraph (g)(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h)              Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i)               Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options and if admitted to AIM at the time, apply for the Shares issued pursuant to the Options to be admitted to trading on AIM.

(j)               Reconstruction of capital

Subject to the Corporations Act and the ASX Listing Rules at the time of reconstruction, upon any sub-division or consolidation of the Shares or reduction of share capital, the number of Shares to be subscribed on any subsequent exercise of the Options will be increased or reduced in due proportion so as to maintain the same relative subscription rights for the Options and the Exercise Price will be adjusted accordingly.

(k)              Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l)               Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m)             Unquoted

The Company will not apply for quotation of the Options on ASX or AIM.

(n)              Transferability

The Options are not capable of transfer without the Company's prior approval.  

 

Schedule 2 - terms and conditions of BROKER options

(a)              Entitlement

Each Broker Option entitles the holder to subscribe for one Share upon exercise of the Broker Option.

(b)              Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Broker Option will be 0.75 pence (AUD$0.016) on a pre-Consolidation basis Exercise Price)

(c)               Expiry Date

Each Broker Option will expire at 5:00 pm (WST) on the date which is 5 years from the date of issue (Expiry Date).  A Broker Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)              Exercise Period

The Broker Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e)              Notice of Exercise

The Broker Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Broker Option certificate (Notice of Exercise) and payment of the Exercise Price for each Broker Option being exercised by electronic funds transfer or other means of payment acceptable to the Company.

(f)               Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Broker Option being exercised in cleared funds (Exercise Date).

(g)              Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(a)               allot and issue the number of Shares required under these terms and conditions in respect of the number of Broker Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(b)              if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(c)               if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Broker Options and if admitted to AIM at the time, apply for the Shares issued pursuant to the Broker Options to be admitted to trading on AIM.

If a notice delivered under paragraph (g)(b)  for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h)              Shares issued on exercise

Shares issued on exercise of the Broker Options rank equally with the then issued shares of the Company.

(i)               Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Broker Options and if admitted to AIM at the time, apply for the Shares issued pursuant to the Broker Options to be admitted to trading on AIM.

(j)               Reconstruction of capital

Subject to the Corporations Act and the ASX Listing Rules at the time of reconstruction, upon any sub-division or consolidation of the Shares or reduction of share capital, the number of Shares to be subscribed on any subsequent exercise of the Broker Options will be increased or reduced in due proportion so as to maintain the same relative subscription rights for the Broker Options and the Exercise Price will be adjusted accordingly.

(k)              Participation in new issues

There are no participation rights or entitlements inherent in the Broker Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Broker Options without exercising the Broker Options.

(l)               Change in exercise price

A Broker Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Broker Option can be exercised.

(m)             Unquoted

The Company will not apply for quotation of the Broker Options on ASX or AIM.

(n)              Transferability

The Broker Options are not capable of transfer.

APPOINTMENT OF PROXY

HARVEST MINERALS LIMITED
ACN 143 303 388

GENERAL MEETING

I/We

of

being a member of Harvest Minerals Limited entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

OR                                the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 4:00 PM (WST), on Thursday, 17 December 2015 at Level 1 330 Churchill Avenue Subiaco WA 6008 and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

Voting on Business of the General Meeting

Voting on business of the General Meeting		FOR	AGAINST	ABSTAIN
Resolution 1	Tranche 1 Placement - Shares and Options
Resolution 2	Placement - Options - in Consideration for Services Provided
Resolution 3	Ratification of Prior Issue Of Shares
Resolution 4	Approval to Issue Shares
Resolution 5	Consolidation of Capital

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is                      %

Signature of Shareholder (s):                                                                                                      Date: ______________________

Individual or Shareholder 1		Shareholder 2		Shareholder 3
Sole Director/Company Secretary		Director		Director/Company Secretary

Contact Name: ______________________________________ Contact Ph (daytime): ______________________________

Instructions for Completing 'Appointment of Proxy' Form

1.                (Appointing a Proxy): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf.  The appointment of a second proxy must be done on a separate copy of the Proxy Form.  Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights.  If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.  A duly appointed proxy need not be a member of the Company.

2.                (Direction to Vote): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business.  Where a box is not marked the proxy may vote as they choose.  Where more than one box is marked on an item the vote will be invalid on that item.

3.                (Signing Instructions):

·                 (Individual): Where the holding is in one name, the member must sign.

·                 (Joint Holding): Where the holding is in more than one name, all of the members should sign.

·                 (Power of Attorney): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

·                 (Companies): Where the company has a sole director who is also the sole company secretary, that person must sign.  Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone.  Otherwise, a director jointly with either another director or a company secretary must sign.  Please sign in the appropriate place to indicate the office held.

4.                (Attending the Meeting): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish.  Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy's authority to speak and vote for that member is suspended while the member is present at the General Meeting.

5.                (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a)               deliver the proxy form by hand to the Company's registered office at Level 1, 330 Churchill Avenue, Subiaco, Western Australia;

(b)              mail the proxy form to the Company's registered office at PO Box 540 Subiaco, Western Australia, 6904; or

(c)               send the proxy from by facsimile to the Company on facsimile number [phone],

so that it is received not later than 4:00 PM (WST) on 15 December 2015.

Proxy forms received later than this time will be invalid.

 

END

 

 

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