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For Personal Use Only Use Personal For Dear Shareholder, Level 2, 35 Outram Street West Perth WA 6005 As announced on 26 April 2016, Great Western Exploration Limited (“the Company” or “GTE”) made an all script offer for unlisted public company Vanguard Exploration Limited (“Vanguard”). The offer to acquire 100% of the shares in Vanguard is on the basis of four GTE fully paid ordinary shares for every one Vanguard share, or approximately 150,833,124 consideration shares. In conjunction, the Company will seek to raise $1 million at an issue price of at least $0.01 for exploration on both Vanguard and the Company’s tenements. The Company is now seeking shareholder approval for both the acquisition of Vanguard and $1 million share placement. Vanguard is a WA based unlisted public company incorporated on the 24 July 2009 that has two exploration projects, Ives Find and Fairbairn. Both of these projects are located in the Northern Yilgarn of WA near the Company’s current projects. Vanguard has invested approximately $1.5 million into these projects over the last six years. Earlier this year Vanguard made a promising new gold discovery at Ives Find where RC drilling intersected high grade gold mineralisation in two areas along strike of the historical Ives Find gold workings. Also previous work completed by Vanguard confirmed very high grade gold and silver mineralisation continuing at depth under the old workings. In addition to the gold prospectivity, the project has a favourable geological setting for lithium mineralisation with abundant pegmatites and granite intrusions that match the criteria in the US Geological Survey (“USGS”) guidelines for lithium exploration. The Ives Find project is well located in terms of infrastructure with a main unsealed rural arterial road approximately 6 km from the project which is accessed from either Wiluna 60km to northeast or from the Bronzewing mine 55km to the southeast. There are also two gold treatment plants in the district, one located at Wiluna and the other at Bronzewing mine. The Vanguard opportunity was introduced to the Company by its Chairman, Kevin Somes, following the positive drilling results that Vanguard received this year. Mr. Somes is a director and 22% shareholder of Vanguard, and has taken no further part in the transaction and abstained from any related Board decisions. The Vanguard projects were initially reviewed by myself and Independent Director Terry Grammer and we concluded that there was potential for further high grade gold mineralisation at Ives Find and that the Company should proceed with negotiations to acquire Vanguard. The Company commissioned an Independent Technical Valuation (“ITV”) by Al Maynard & Associates that concluded that the total value of both Vanguard projects was estimated to be $1.6M from within the range of $1.1M to $2.1M. The ITV formed part of the Independents Experts Report (“IER”) prepared by Bentleys which concluded that the transaction is “unfair but reasonable” and “the likely advantages to non-associated GTE shareholders outweigh the likely disadvantages of the Proposed Transaction proceeding”. While the Company believes that its existing projects remain prospective for gold, copper and nickel they continue to be within the greenfields conceptual stage of development. The Vanguard acquisition could provide the Company a more rapid transition from greenfields to production and considerably strengthens the Company’s balance sheet of prospective assets and therefore the Board unanimously recommends that the shareholders approve the acquisition of Vanguard and the capital raising. Yours sincerely For personal use only Jordan Luckett Managing Director 8019638_009.docx Notice of General Meeting The General Meeting of the Company will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Tuesday, 25 October 2016 at 11.00am (WST). This notice of general meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisor prior to voting. All Shareholders should carefully consider the Independent Expert’s Report enclosed with this Notice of General Meeting for the purposes of the Shareholder approval required under Resolutions 1 to 3 of this Notice. The Independent Expert’s Report comments on the fairness and reasonableness of the Proposed Acquisition to the non-associated Shareholders of the For personal use only Company. The Independent Expert has determined that the Proposed Acquisition is not fair but reasonable to the non-associated Shareholders of the Company. Please contact the Company Secretary on (08) 6555 9500 or [email protected] if you wish to discuss any matter concerning the Meeting. Great Western Exploration Limited ABN 53 123 631 470 Notice of General Meeting Notice is hereby given that a general meeting of the Shareholders of Great Western Exploration Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Tuesday 25 October 2016 at 11.00 am (Western Standard Time) (Meeting). The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are included with this Notice of Meeting. Shareholders are urged to vote by attending the Meeting in person or by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Memorandum. Proxy Forms must be received by no later than Sunday 23 October 2016 at 11.00 am. Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum. Agenda RESOLUTION 1 - ISSUE OF SECURITIES TO ACQUIRE VANGUARD To consider, and if thought fit, to pass the following as an ordinary resolution: “That subject to Shareholders approving Resolutions 2 and 3, and for the purposes of Listing Rule 7.1 and for all other purposes, Shareholder approval is given for the Company to issue up to 130,349,792 Shares to unrelated holders of Vanguard Shares (or their nominees) on the terms set out in the Explanatory Memorandum.” A voting exclusion statement is set out below. RESOLUTION 2 - ISSUE OF SECURITIES TO RELATED PARTY TO ACQUIRE VANGUARD To consider, and if thought fit, to pass the following as an ordinary resolution: “That subject to Shareholders approving Resolutions 1 and 3, and for the purposes of ASX Listing Rules 10.1 and 10.11 and for all other purposes, approval is given for the Company to issue 20,483,332 Shares to Kevin Somes (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.” For personal use only Bentleys has determined that the transaction is not fair but reasonable to the holders of the Company’s ordinary securities whose votes are not to be disregarded. A voting exclusion statement is set out below. JB:Final Notice of Meeting Page 1 jrap_031.docx v2 RESOLUTION 3 - ISSUE OF SECURITIES UNDER SHARE PLACEMENT To consider, and if thought fit, to pass the following as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholder approval is given for the Company to issue up to 100,000,000 Shares to unrelated investors identified by the Directors at an issue price of at least $0.01 and otherwise on the terms set out in the Explanatory Memorandum.” A voting exclusion statement is set out below. RESOLUTION 4 - RATIFICATION OF PRIOR SECURITIES ISSUE To consider, and if thought fit, to pass the following as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue 24,540,000 Shares on the terms set out in the Explanatory Memorandum.” A voting exclusion statement is set out below. VOTING PROHIBITION AND EXCLUSION STATEMENTS Under Listing Rule 14.11, the Company will disregard any votes cast on the following Resolutions by the following persons and their associates: Resolution Persons excluded from voting Resolution 1 – Issue of Securities to Persons who may participate in the proposed issue acquire Vanguard and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary securities, if the Resolution is passed. Resolution 2 – Issue of Securities to Kevin Somes, a Director of the Company. Related Parties Resolution 3 – Issue of Securities Persons who may participate in the proposed issue under Share Placement and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary securities, if the Resolution is passed. Resolution 4 – Ratification of Prior Persons who participated in the issue. Securities Issue For personal use only However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form; or JB:Final Notice of Meeting Page 2 jrap_031.docx v2 (b) it is cast by the person chairing the Meeting as proxy for the person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. By order of the Board of Directors Jordan Luckett Managing Director Great Western Exploration Limited 23 September 2016 For personal use only JB:Final Notice of Meeting Page 3 jrap_031.docx v2 Great Western Exploration Limited ABN 53 123 631 470 Explanatory Memorandum INTRODUCTION This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Tuesday 25 October 2016 at 11:00am. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding how to vote on the Resolutions set out in the Notice.
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