Compass Resources Limited ABN 51 010 536 820 ASX Code: CMR C/o Carlisle Partners Level 2, 6-10 O’Connell Street Sydney NSW 2000 Australia Tel: +61 (0)2 9239 9004 Fax: +61 (0)2 9239 9085 ASX Announcement 3 August 2015 Notice of the Annual General Meeting 2015 Dear Shareholder, I am pleased to inform you that the Company’s 2015 Annual General Meeting will be held on 1 September 2015 in Darwin. The Notice of Meeting and Explanatory Memorandum, Independent Expert’s Report, Independent Valuation Report and a copy of the Company Annual Report 2014 with a Proxy From were dispatched today to your nominated address. The Notice of Meeting and Explanatory Memorandum, Independent Expert’s Report and Independent Valuation Report are also attached. If you have any queries, please contact Gloria Zeng at [email protected]. Your sincerely, John Allen Deputy Chairman and Company Secretary For personal use only For personal use only For personal use only Compass Resources Ltd ABN 51 010 536 820 Notice of Annual General Meeting and Explanatory Memorandum Date of Meeting 1 September 2015 Time of Meeting 3.00pm ACST Place of Meeting Hilton Darwin, 32 Mitchell Street Darwin, Northern Territory This is an important document. Please read it carefully and in its entirety. If you do not understand it please consult with your professional advisers. If you are unable to attend the AGM, please complete the Proxy Form enclosed and return it in accordance with the instructions set out in that form. For personal use only 1 Notice of Annual General Meeting Compass Resources Limited ABN 51 010 536 820 The Annual General Meeting of Compass Resources Limited (Company) will be held at Hilton Darwin, 32 Mitchell Street, Darwin, Northern Territory, at 3pm ACST on 1 September 2015. Terms used in this Notice of Meeting and the Explanatory Memorandum are defined in the Glossary. The Explanatory Memorandum which accompanies and forms part of this Notice describes the matters to be considered at the AGM. AGENDA ORDINARY BUSINESS 1. Financial reports To receive and consider the annual Financial Report, the Directors' Report and the Auditor’s Report of the Company for the financial year ended 31 December 2014 which are contained within the Annual Report. Note: This item of business is for discussion only and is not a Resolution. 2. Resolution 1 – Adoption of the Remuneration Report (non-binding resolution) To consider and, if thought fit, to pass as an ordinary resolution: 'That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the Company (which is contained in the Directors’ Report in the Annual Report) for the financial year ended 31 December 2014 be adopted.' Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement In accordance with Section 250R(4) of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of any member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or any Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution or the voter is the Chairman of the Meeting and the appointment of the Chairman of the Meeting as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chairman of the Meeting to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 3. Resolution 2 – Approval of Issue of Convertible Notes to Cove House To consider and, if thought fit, to pass the following as an ordinary resolution: “That, subject to the passing of Resolutions 3, 4, 10 and 11, for the purposes of sections 208 and 611(Item 7) of the Corporations Act, and for all other purposes, approval is given for the Company to issue: (a) up to 11,000,000 Cove House Convertible Notes to Cove House; and (b) up to 3,594,893,252 Cove House Conversion Shares to Cove House on conversion of the Cove House Convertible Notes, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 2 by Cove House and any of its Associates. Expert Report: Shareholders should carefully consider the Independent Expert’s Report prepared for the purpose of the Shareholder approval required under Section 611(Item 7) of the Corporations Act. The Independent Expert’s Report comments on the fairness and reasonableness of the transactions the subject of this Resolution to the non-associated Shareholders in the Company. The Independent Expert has determined the issue of the Cove House Convertible Notes to Cove House is both fair and reasonable to the non- associated Shareholders in the context of the Transaction. For personal use only 4. Resolution 3 – Approval of Issue of Convertible Notes to YA Global To consider, and if thought fit, to pass as an ordinary resolution: “That, subject to the passing of Resolutions 2, 4, 10 and 11, for the purposes of Sections 208 and Section 611 (Item 7) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue: (a) 46,793,700 YA Convertible Notes to YA Global; and (b) up to 2,193,885,341YA Conversion Shares to YA Global on conversion of the YA Convertible Notes, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 3 by YA Global and any of its Associates. 2 Expert Report: Shareholders should carefully consider the Independent Expert’s Report prepared for the purpose of the Shareholder approval required under section 611(Item 7) of the Corporations Act. The Independent Expert’s Report comments on the fairness and reasonableness of the transactions the subject of this Resolution to the non-associated Shareholders in the Company. The Independent Expert has determined the issue of the YA Convertible Notes to YA Global is both fair and reasonable to the non-associated Shareholders in the context of the Transaction. 5. Resolution 4 – Approval of YA Security Arrangements To consider, and if thought fit, to pass as an ordinary resolution: “That, subject to the passing of Resolutions 2, 3, 10 and 11, for the purpose of ASX Listing Rule 10.1 and for all other purposes, Shareholders approve the Company granting, and the performance of the terms, of the YA Security Arrangements, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 4 by YA Global and any of its associates (as that term is defined in the Listing Rules), however the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or if it is cast by the 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. Expert Report: Shareholders should carefully consider the Independent Expert’s Report prepared for the purpose of the Shareholder approval required under Listing Rule 10.1. The Independent Expert’s Report comments on the fairness and reasonableness of the YA Security Arrangements the subject of this Resolution 4 to the non-associated Shareholders in the Company. The Independent Expert has determined the grant of the YA Security Arrangements is both fair and reasonable to the non-associated Shareholders in the context of the Transaction. 6. Resolution 5 – Election of Benjamin James Keefe as a Director To consider and, if thought fit, to pass as an ordinary resolution: 'That, Benjamin James Keefe is to be appointed as a Director in accordance with the Corporations Act and the Constitution effective upon Completion.” 7. Resolution 6 – Election of Paul Young as a Director To consider and, if thought fit, to pass as an ordinary resolution: 'That, Paul Young is to be appointed as a Director in accordance with the Corporations Act and the Constitution effective upon Completion.” 8. Resolution 7 – Re-election of Timothy Morrison as a Director To consider and, if thought fit, to pass as an ordinary resolution: 'That, Timothy Morrison is to be re-appointed as a Director in accordance with the Corporations Act and the Constitution.” 9. Resolution 8 – De-listing from the ASX To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, in accordance with Chapter 17 of the Listing Rules and for all other purposes, the Company seeks to be de-listed from the ASX on a date to be determined by the ASX (such de-listing to take place no earlier than one month after this Resolution is passed) and the Directors be authorised to do all things reasonably necessary to give effect to the de-listing of the Company from the ASX.” Short Explanation: The Company is seeking Shareholder approval to de-list from the ASX for the reasons set out in the Explanatory Memorandum. 10.