AUSTRALIA GGG.AX 0,06 AU$ -9,68%

GREENLAND MINERALS AND ENERGY LIMITED ACN 118 463 004

NOTICE OF GENERAL MEETING AND

EXPLANATORY STATEMENT

For the General Meeting to be held

on Tuesday the 29thNovember 2016 at 1:30pm (WST) at The Vic Hotel 226 Hay Street, Subiaco, Western Australia

This is an important document. Please read it carefully.

Please speak to your professional advisers if you have any questions about this document or how to vote at the Meeting.

Notice of General Meeting Signed

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of the Company will be held at:

The Vic Hotel	Commencing
The Boardroom - First Floor	1:30 pm (WST)
226 Hay Street	29thNovember 2016

Subiaco, Western Australia 6008

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 1:30 pm (WST).

Voting by Proxy

To vote by proxy, please complete and sign the enclosed proxy form and return by:

• post to the Company at PO Box 2006, Subiaco, Western Australia, 6904;

• hand to the Company's office at Unit 6, 100 Railway Road, Subiaco, Western Australia, 6008;

• facsimile to facsimile number +61 8 9382 2788; or

• email to[email protected],

so that it is received not later than 1:30 pm (WST) on 27thNovember 2016.

GREENLAND MINERALS AND ENERGY LIMITED ACN 118 463 004

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Greenland Minerals and Energy Limited will held at The Vic Hotel, 226 Hay Street, Subiaco, Western Australia, on 29thNovember 2016 at 1:30pm (WST) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

RESOLUTION 1 - APPROVAL TO ISSUE SHARES UNDER SUBSCRIPTION AGREEMENT

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 125,000,000 Shares to the Subscriber or its nominee under the Subscription Agreement on the terms set out in the Explanatory Statement."

Voting exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder, if this Resolution is passed and any associate of those persons. However, the Company need not disregard a vote if it:

1. 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

2. 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 - RATIFICATION OF PLACEMENT SECURITIES

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

"That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 81,966,668 Shares and 81,966,668 free attaching Options in respect of a placement to unrelated parties on the terms set out in the Explanatory Statement accompanying this Notice."

Voting exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associate of those persons. However, the Company need not disregard a vote if it:

1. 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

2. 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 AND PROXIES

1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by Chairman of 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. The Chairman of the Meeting intends to vote undirected proxies in favour of all Resolutions.

4. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 27thNovember 2016 at 4:00 pm (WST).

5. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

By order of the Board

Miles Guy Company Secretary

Dated: 26 October 2016

Les autres articles de la compagnie

Articles en illimité et contenus premium Je m'abonne