Level 2, 30 Richardson Street West Perth, WA 6005

PO Box 1786, West Perth WA 6872

T +61 8 9321 9886 F +61 8 9321 8161

2 October 2015

ASX Limited

Company Announcements Level 4, 20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam

RE: NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT & PROXY FORM

We advise that the Company's Notice of Annual General Meeting, Explanatory Statement and Proxy Form were despatched to Shareholders today.

We attach a copy of the Notice of Annual General Meeting, Explanatory Statement and Proxy Form.

Yours faithfully

SUN RESOURCES NL

Craig Basson

Company Secretary

www.sunres.com.au

SUN RESOURCES NL

ABN 69 009 196 810

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT

AND PROXY FORM

Date of Meeting

Thursday 5 November 2015

Time of Meeting

11:00am AWST

Place of Meeting

BDO

38 Station Street Subiaco, Western Australia

CONTENTS

1. Notice of Annual General Meeting

2. Explanatory Statement

3. Proxy Form

IMPORTANT NOTE

This booklet sets out information to assist Shareholders to assess the resolutions to be considered at the Annual General Meeting.

You should read this information carefully and in its entirety before making a decision as to how to vote at the Meeting. No responsibility is taken for the contents of this booklet by ASIC, ASX or any of their officers.

If you do not fully understand the contents of this information you should consult your financial or legal adviser for assistance.

A Notice of Annual General Meeting, Explanatory Statement, Proxy Form and Appointment of Corporate Representative Form are included in this booklet. Shareholders are urged to complete and return the enclosed Proxy Form as soon as possible, irrespective of whether or not they intend to attend the Meeting.

QUESTIONS

If you have any queries regarding the contents of this booklet or in relation to the Annual General Meeting, please contact the Company Secretary, Mr Craig Basson, on (08) 9321 9886.

ELECTRONIC COPIES OF COMPANY REPORT

The 2015 Annual Report is now available on the Sun Resources NL website www.sunres.com.au.

TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE

The Annual General Meeting of the Shareholders of Sun Resources NL will be held on:

Thursday 5 November 2015 commencing at 11:00am AWST at:

BDO

38 Station Street

Subiaco, Western Australia

HOW TO VOTE

You may vote by attending the Meeting in person, by proxy or authorised representative.

VOTING IN PERSON

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 11:00am AWST.

VOTING BY PROXY

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company Secretary, Mr Craig Basson on facsimile number (+618) 9321 8161; or

• deliver to the Company Secretary at Level 2, 30 Richardson Street, West Perth, Western Australia 6005; or

• post to PO Box 1786, West Perth, Western Australia 6872; or

• send by email to [email protected],

so that it is received not later than 11.00am AWST on Tuesday 3 November 2015.

Your Proxy Form is enclosed

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Sun Resources NL will be held on Thursday 5 November 2015 at 11:00am AWST, at the office of BDO, 38 Station Street, Subiaco, Western Australia.

The following matters are to be considered at the meeting and Resolutions 1 to 4 (inclusive) are discussed in the Explanatory Statement to Shareholders which forms part of this notice.

AGENDA

ORDINARY BUSINESS

1. Financial Statements

   
   

   To receive and consider the Annual Financial Statements, together with the Directors' and Auditor's Reports, for the financial year ended 30 June 2015.

   
   

2. Resolution 1 - Remuneration Report

   
   

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

   
   

   'That, for all purposes, the Remuneration Report that forms part of the Directors' Report for the financial year ended 30 June 2015, be approved.'

   
   

   Voting Restriction: A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

3. member of the Key Management Personnel details of whose remuneration is included in the Remuneration Report; and/ or

4. a Closely Related Party of such a member of the Key Management Personnel.

   
   

   However, the above persons may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

5. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution (directed proxy); or

6. the voter is the Chairperson and the appointment of the Chairperson as proxy:

7. does not specify the way the proxy is to vote on the resolution; and

8. expressly authorises the Chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.




9. Resolution 2 - Re-election of Director - Dr Wolf Martinick

   
   

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

   
   

   'That, for all purposes, Dr Wolf Martinick, who retires from the office of Director in accordance with ASX Listing Rule 14.4 and Article 16.3(b) of the Company's Constitution, and being eligible and offering himself for re-election, is re-elected as a Director.'

   
   

10. Resolution 3 - Ratification of prior issue of Shares and Options

    
    

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

    
    

    'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 99,362,567 Shares and 75,000,000 Options to various consultants of the Company on the terms and conditions set out in the Explanatory Statement.'

    
    

    
    

    Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by a person who participated in the issue or 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 direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

    
    

11. Resolution 4 - Approval of 10% Placement Facility

    
    

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

    
    

    That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.

    
    

    Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by a person who may participate in the proposed issue and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary shares) or 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 direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

    
    

12. Other Business




To transact any other business that may be brought forward in accordance with the Company's Constitution.







EXPLANATORY STATEMENT




Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.




VOTING ENTITLEMENT




Regulation 7.11.37 of the Corporations Regulations 2001 permits the Company to specify a time, not more than 48 hours before the meeting, at which a 'snap shot' of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.




For the purposes of determining voting entitlements at the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 11:00am AWST on Tuesday 3 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to vote at the meeting in the event of a poll.




PROXIES




A Proxy Form with related information and instructions accompanies this Notice of Meeting.




CORPORATE REPRESENTATIVE




If a representative of a Shareholder corporation is to attend the meeting, the attached Appointment of Corporate Representative Form should be completed and produced prior to the meeting commencing.




Dated at Perth this 2nd day of October 2015 By order of the Board of Directors










Craig Basson Company Secretary







EXPLANATORY STATEMENT INTRODUCTION AND BACKGROUND

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting of Sun Resources NL.




Shareholders at the Annual General Meeting will be asked to consider resolutions:




1. to receive the Annual Financial Statements;

   
   

2. to adopt the Remuneration Report;

   
   

3. to re-elect Dr Wolf Martinick as a Director;

   
   

4. to ratify the prior issue of Shares and Options; and

   
   

5. to approve the 10% Placement Facility.




This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's Annual General Meeting to be held at the offices of BDO, 38 Station Street, Subiaco, Western Australia on Thursday 5 November 2015 commencing at 11:00am AWST.




The purpose of this Explanatory Statement is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions.




The Directors recommend that Shareholders read this Explanatory Statement before determining whether to support the resolutions or otherwise.




1. FINANCIAL STATEMENTS

   
   

   The Company seeks approval to receive and consider the financial statements for the year ended 30 June 2015 together with the Directors' Declaration and the reports of the Directors and Auditors.

   
   

   Shareholders are referred to the 2015 Annual Report and more particularly to the Independent Auditor's Report on pages 67 and 68 where the Independent Auditors advise that the financial report of the Company is in accordance with the Corporations Act and other mandatory financial reporting requirements in Australia.

   
   

2. RESOLUTION 1 - REMUNERATION REPORT

   
   

   This Resolution seeks the adoption of the Remuneration Report.

   
   

   Shareholders are referred to the 2015 Annual Report which incorporates the Remuneration Report. The Remuneration Report sets out the remuneration details for each Director and specified executives of the Company. Further details of the Company's remuneration and performance evaluation policies are contained on pages 19 to 23 (inclusive) of the 2015 Annual Report.

   
   

   A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting. Under section 250R(2) of the Corporations Act, a resolution that the Remuneration Report be adopted must be put to the vote. This item is included for advisory purposes only and any vote taken at the Meeting does not bind the Directors or the Company.

   
   

   
   

   Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a 'spill resolution') that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director and CEO) must go up for re-election.

   
   

   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.

   
   

   The Directors recommend that Shareholders vote in favour of this Resolution.

   
   

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - DR WOLF MARTINICK

   
   

   This Resolution seeks approval to elect as a Director, Dr Wolf Martinick, who retires in accordance with the ASX Listing Rules and the Constitution and being eligible, offers himself for re-election.

   
   

   Article 16.3(b) of the Constitution provides that one third of the Directors must retire at each Annual General Meeting. Article 16.4 provides that the Director who must retire by rotation is the Director who has held office the longest since their last re-election. Dr Martinick was last re- elected on 7 November 2013 and, accordingly, seeks re-election as a Director at the Annual General Meeting.

   
   

   Shareholders are referred to the 2015 Annual Report on page 17 where details of Dr Martinick may be obtained.

   
   

   Each of the other Directors intends to vote in favour of Dr Martinick's re-election. If approved by Shareholders, the appointment will take effect immediately following the end of the Annual General Meeting.

   
   

   The Directors (other than Dr Martinick) recommend that Shareholders vote in favour of this Resolution.

   
   

4. RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

   
   

5. Introduction

   
   

   On 5 August 2015, the Company issued 99,362,567 Shares at $0.0016 each to various consultants of the Company and on 17 August 2015, the Company issued 75,000,000 Options to those consultants. Resolution 3 seeks Shareholder ratification of the Shares and Options issued to these consultants pursuant to ASX Listing Rule 7.4.

   
   

6. ASX Listing Rule 7.4

   
   

   Subject to certain exceptions, ASX Listing Rule 7.1 restricts a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the company's ordinary securities on issue at the commencement of that period without shareholder approval.

   
   

   ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. This rule provides that where a company in general meeting ratifies the previous issue of securities made without shareholder approval under ASX Listing Rule 7.1, those securities shall be deemed to have been made with

   
   

   
   

   shareholder approval for the purposes of ASX Listing Rule 7.1, thereby 'refreshing' the Company's ability to issue shares within the 15% limit, and restoring the Company's ability to make placements within that limit (if that is thought desirable) without the need for shareholder approval.

   
   

   While the Shares and Options described in Resolution 3 were issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Shares and Options for the purpose of Listing Rule 7.4 so that the Company's ability to issue securities will be 'refreshed'. By ratifying the issue of the Shares under ASX Listing Rule 7.4, the Company will retain the flexibility to issue equity securities in the future of up to the 15% threshold set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

   
   

7. Information required by ASX Listing Rule 7.5

   
   

   ASX Listing Rule 7.5 sets out a number of matters which must be included in a Notice of Meeting seeking an approval under ASX Listing Rule 7.4.

   
   

   For the purposes of ASX Listing Rule 7.4, the following information is provided to allow Shareholders to assess the ratification of the issue of the Shares the subject of Resolution 3:

   
   

8. the total number of securities issued by the Company pursuant to Listing Rule 7.1 was 99,362,567 Shares and 75,000,000 Options;

   
   

9. the Shares were issued on 5 August 2015 and the Options were issued on 17 August 2015;

   
   

10. the Shares were issued at $0.0016 each and the Options were issued for nil consideration,

    
    

11. the Shares were ordinary shares in the capital of the Company and ranked equally in all respects with the ordinary shares then on issue in the Company;

    
    

12. the Options were issued on the terms set out in Annexure A;

    
    

13. the majority of the Shares and all the Options were issued to Messrs Charles Kilborn, Ian Fay and Faisal Shah, all of whom are US based strategic consultants of the Company;

    
    

14. no funds were raised through the issue of the Shares or the Options. The Shares were issued as consideration for past services rendered by the consultants to the Company, which services were valued at $158,980 and the Options were issued to encourage the future performance and retention of the consultants; and

    
    

15. a voting exclusion statement is included in the Notice.

    
    

16. Directors' recommendation

    
    

    The Directors intend to vote in favour of Resolution 3 and recommend that Shareholders also vote in favour of the Resolution.

    
    

17. RESOLUTION 4 - APPROVAL OF 10% PLACEMENT FACILITY

    
    

18. Introduction

    
    

    ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period

    
    

    
    

    after the eligible entity's Annual General Meeting (10% Placement Facility). The 10% Placement Facility is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

    
    

    An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity for the purposes of Listing Rule 7.1A.

    
    

    The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the period up to 12 months after the Meeting without subsequent Shareholder approval and without using the Company's 15% placement capacity under Listing Rule 7.1.

    
    

    Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

    
    

19. Summary of ASX Listing Rule 7.1A

    
    

20. Equity Securities

    
    

    Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. At the date of this Notice, the Company has only one class of quoted Equity Securities, being its Shares.

    
    

21. Formula for calculating 10% Placement Facility

    
    

    Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

    ( �) − �

    Where:

    
    

    A is the number of shares on issue 12 months before the date of the issue or agreement:

    
    

22. plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

    
    

23. plus the number of partly paid shares that became fully paid in the 12 months;

    
    

24. plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

    
    

25. less the number of fully paid shares cancelled in the 12 months.

    
    

    Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

    
    

    D is 10%

    
    

    
    

    E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rules 7.1 or 7.4.

    
    

26. Listing Rule 7.1 and Listing Rule 7.1A

    
    

    The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1. At the date of this Notice, the Company has a capacity to issue:

    
    

27. Nil Shares under Listing Rule 7.1; and

    
    

28. Nil Shares under Listing Rule 7.1A.

    
    

    The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(b) above).

    
    

29. Minimum Issue Price

    
    

    The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price of Equity Securities in the same class calculated over the 15 ASX trading days immediately before:

    
    

30. the date on which the price at which the Equity Securities are to be issued is agreed; or

    
    

31. if the Equity Securities are not issued within 5 ASX trading days of the date in Section 7.2(e)(i), the date on which the Equity Securities are issued.

    
    

32. 10% Placement Period

    
    

    Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the earlier to occur of:

    
    

33. the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained; or

    
    

34. the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

    
    

    or such longer period if allowed by ASX (10% Placement Period).

    
    

35. Shareholder approval




The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an Annual General Meeting.