Birimian : Notice of General Meeting/Proxy Form

Birimian Limited

ABN 11 113 931 105

NOTICE OF GENERAL MEETING AND

EXPLANATORY MEMORANDUM

Date of Meeting

Wednesday, 20 February 2019

Time of Meeting 10 am (WST)

Place of Meeting

Hay/Rokeby Room BDO

38 Station Street Subiaco WA 6008

A Proxy Form is enclosed

Please read this Notice of General Meeting and Explanatory Memorandum carefully.

If you are unable to attend the General Meeting, please complete and return the enclosed Proxy Form in accordance with the specified directions.

BIRIMIAN LIMITED ABN 11 113 931 105

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Birimian Limited ABN 11 113 931 105 (Company) will be held at Hay/Rokeby Room, BDO, 38 Station Street, Subiaco, Western Australia on 20 February 2019 at 10 am (WST) (Meeting).

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice. Terms used in the Resolutions contained in this Notice have the meaning given to them in the glossary in the Explanatory Memorandum.

AGENDA

1. Resolution 1 - Ratification of issue of Shares to various institutional, sophisticated and professional investors

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

"That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 25,588,236 Shares (at an issue price of $0.17 each) on 21 December 2018 to various institutional, sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

• (a) a person who participated in the issue the subject of Resolution 1; or

• (b) an Associate of those persons.

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 directions on the Proxy
Form; or
(b)	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.
2.	Resolution 2 - Ratification of issue of Shares to various institutional, sophisticated and
professional investors

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

"That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 3,561,176 Shares (at an issue price of $0.17 each) on 8 January 2019 to various institutional, sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of:

• (a) a person who participated in the issue the subject of Resolution 2; or

• (b) an Associate of those persons.

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 directions on the Proxy Form; or

(b)

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.

3. Resolution 3 - Authority to issue Shares to Mr Brendan Borg and Mrs Erin Borg as trustees for the Borg Family Superfund

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

"That, for the purposes of Listing Rule 10.11 and exception 10 of Listing Rule 10.12, and for all other all other purposes, Shareholders approve the issue of 850,000 Shares at an issue price of $0.17 per Share to Mr Brendan Borg and Mrs Erin Borg as trustees for the Borg Family Superfund on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• (a) Mr Brendan Borg and Mrs Erin Borg as trustees for the Borg Family Superfund; or

• (b) an Associate of those persons.

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 directions on the proxy form; or

(b)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.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on Resolution 3.

4. Resolution 4 - Authority to issue of Shares to Borg Geoscience Pty Ltd

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

"That, for the purposes of Listing Rule 10.11 and exception 10 of Listing Rule 10.12, and for all other all other purposes, Shareholders approve the issue of 350,000 Shares at an issue price of $0.17 per Share to Borg Geoscience Pty Ltd on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

• (a) Borg Geoscience Pty Ltd or its nominee; or

• (b) an Associate of those persons.

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 directions on the proxy form; or

(b)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.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on Resolution 4.

5. Resolution 5 - Authority to issue Shares to Mr Mark Hepburn and Mrs Amanda Hepburn as trustees for the Hepburn Superfund

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

"That, for the purposes of Listing Rule 10.11 and exception 10 of Listing Rule 10.12, and for all other all other purposes, Shareholders approve the issue of 600,000 Shares at an issue price of $0.17 per Share to Mr Mark Hepburn and Mrs Amanda Hepburn as trustees for the Hepburn Superfund on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

• (a) Mr Mark Hepburn and Mrs Amanda Hepburn as trustees for the Hepburn Superfund; or

• (b) an Associate of those persons.

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 directions on the proxy form; or

(b)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.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on Resolution 5.

6. Resolution 6 - Authority to issue Options to Mr Mark Hepburn

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

"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of up to 4,000,000 Options for no consideration, with each Option having an exercise price of $0.40 and an expiry date of three years after the date of the vesting of the relevant tranche of Options, to Mr Mark Hepburn (being the nominee of the Company's consultant, Greyhawk Pty Ltd) pursuant to the Consultancy Agreement, as more particularly described in the Explanatory Memorandum (including Annexure A to this Explanatory Memorandum)."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

• (a) Mr Mark Hepburn or his nominee; or

• (b) an Associate of those persons.

  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 directions on the Proxy Form; or

• (b) 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.

In accordance with section 224 of the Corporations Act, the Company will also disregard any votes cast on Resolution 6 (in any capacity) by or on behalf a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate* of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 6 and it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate* of such a related party.

* Note: In relation to the immediately preceding paragraph, the word "associate" has the meaning given to that term in the Corporations Act.

Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 6 unless:

• (a) the appointment specifies the way the proxy is to vote on Resolution 6; or

• (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 6.

Shareholders may also choose to direct the Chair to vote against Resolution 6 or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on Resolution 6.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

By order of the Board

Sebastian Andre Company Secretary

Dated: 18 January 2019