Macphersons Resources : Notice of AGM and Explanatory Statement

MacPhersons Resources Limited

ACN 139 357 967

Annual General Meeting to be held at

The Kalgoorlie Boulder Chamber of Commerce and Industry Meeting Rooms, 58 Egan Street, Kalgoorlie, Western Australia

on 24 November 2016 commencing at 3:00pm (WST)

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

The Annual General Meeting of Shareholders of MacPhersons Resources Ltd which this Notice of Meeting relates to will be held at 3.00pm WST on 24 November 2016 at the Kalgoorlie Boulder Chamber of Commerce and Industry Meeting Rooms, 58 Egan Street, Kalgoorlie, Western Australia.

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

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

To vote by proxy, please complete and sign the Proxy Form enclosed and either:

1. send the Proxy Form by post to MacPhersons Resources Ltd, PO Box Z5183, Perth WA 6831; or

2. send the Proxy Form by facsimile to the Company on facsimile number (08) 9218 8875. so that it is received not later than 3.00pm WST on 22 November 2016.

Notice is given that the Annual General Meeting of Shareholders of MacPhersons Resources Ltd will be held at Kalgoorlie Boulder Chamber of Commerce and Industry Meeting Rooms, 58 Egan Street, Kalgoorlie, Western Australia at 3.00pm WST on 24 November 2016.

The Explanatory Statement annexed to this Notice of Meeting provides additional information on matters to be considered at the Annual 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 Annual General Meeting are those who are registered Shareholders at the close of business on 22 November 2016.

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

The business to be transacted at the Annual General Meeting is the consideration of Item 1 and proposal of Resolutions 1 and 5 (inclusive) as set out below.

To receive and consider the 2016 Annual Report, together with the Directors' report and auditor's report for the

financial year ended 30 June 2016.

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the

Remuneration Report as set out in the Directors' Report for the year ended 30 June 2016 be adopted." Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion

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

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

2. a Closely Related Party of such a member.

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

1. the voter is appointed as proxy by writing that specifies the way the proxy is to vote on this Resolution 1; or

2. the voter is the Chairman and the appointment of the Chairman as proxy:

3. does not specify the way the proxy is to vote on this Resolution 1; and

4. expressly authorises the Chairman to exercise the proxy even if this Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2 - Re-election of Director - Mr Ashok Parekh

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

"That Mr Ashok Parekh, being a director of the Company, retires by rotation and, being eligible, offers himself for re-election, is re-elected as a Director in accordance with clause 11.1 of the Constitution."

Resolution 3 - Approval of Employee Incentive Plan

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

"That in accordance with Exception 9 of Listing Rule 7.2, and for all other purposes, Shareholders approve the Employee Incentive Plan and the issue of Awards under the Employee Incentive Plan, as described in the Explanatory Memorandum."

Voting exclusion: The Company will disregard any votes cast on this Resolution by the Directors and any of their Associates.

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

1. the proxy is either:

2. a member of Key Management Personnel; or

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

4. the appointment does not specify the way the proxy is to vote on the relevant Resolution. However, the above prohibition does not apply if:

1. the proxy is the Chair; and

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

Resolution 4 - Approval of issue of Options to Mr Jeffrey Williams

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

"That, subject to the passing of Resolution 4 for the purposes of section 208 of the Corporations Act and Listing Rule 10.14, and for all other purposes, approval is given for the issue of 2,500,000 Options with an exercise price of $0.15 and expiry date 36 months from the date of issue to Mr Jeffrey Williams (and/or his nominee) under the Employee Incentive Plan as set out in the Explanatory Statement."

Voting exclusion: The Company will disregard any votes cast on this Resolution by Mr Jeffrey Williams and any of his 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 the direction on the Proxy Form to vote as the proxy decides.

Resolution 5 - Approval of 10% Placement Facility

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12 month period from the date of the Annual General Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution 5 by a person (and any Associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit (and any Associates of such a person), except a benefit solely in the capacity of a holder of Shares, if Resolution 5 is passed.

However, the Company need not disregard a vote if:

1. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

2. it is cast by the Chairman 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.

DATED: 7 October 2016 BY ORDER OF THE BOARD

STEPHEN HEWITT-DUTTON COMPANY SECRETARY MACPHERSONS RESOURCES LTD