Austpac Resources N L : NL Constitution – 22 December 2020

Corporations Act 2001 (Cth) A no liability public company

Constitution of

Austpac Resources N.L. (ACN 002 264 057)

Constitution

Contents

1.	General	2
2.	Shares	5
3.	Certificates	9
4.	Calls	11
5.	Forfeiture and lien	13
6.	Payments by the Company	15
7.	Transfer of shares	16
8.	Transmission of shares	19
9.	General meetings	20
10.	Proceedings of meetings	24
11.	Special meetings	27
12.	Votes of shareholders	28
13.	Directors	31
14.	Alternate Directors	34
15.	Vacation of office of Director	35
16.	Election of Directors	36
17.	Managing Director and Executive Directors	37
18.	Proceedings of Directors	38
19.	Powers of the Board	40
20.	Branch register	41
21.	Seal	41
22.	Minutes	42
23.	Dividends and reserves	42
24.	Notices	49
25.	Winding up	51
26.	Indemnity	52
27.	Proportional takeover approval	53
28.	Security Interests	55
29.	Small Holdings	56
30.	Listing Rules	59

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Constitution

Corporations Act 2001 (Cth)

A no liability public company

Constitution of Austpac Resources N.L. (ACN 002 264

057)

1. General

1. Objects
   The Company is a no liability company and its sole objects are mining purposes.
2. Name of Company
   The name of the Company is Austpac Resources N.L. (ACN 002 264 057).
3. Status of Constitution Replaceable Rules
4. 1. This Constitution is adopted by the Company in substitution for any former memorandum and articles of association or constitution of the Company.
   2. The Replaceable Rules set out in the Act do not apply to the Company.
5. Listing Rules
   In this Constitution, a reference to the Listing Rules only applies while the Company is included in the official list of the relevant Securities Exchange.
6. Definitions
   The following definitions apply unless the context requires otherwise:
7. 1. Act means the Corporations Act 2001 (Cth) and any regulations made under that Act or any statutory modification, amendment or re-enactment in force and any reference to any section, regulation, part or division is to that provision as so modified, amended or enacted;
   2. ASX means ASX Limited (ACN 008 624 691);
   3. Board means the Directors for the time being of the Company;
   4. business day means a day defined as such under the Listing Rules;
   5. call includes any instalment of a call and any amount due on allotment of any share;
   6. Chair includes an acting Chair under rule 10;
   7. Committee means a Committee to which powers have been delegated by the Board pursuant to rule 18.7;
   8. Company means Austpac Resources N.L. (ACN. 002 264 057);

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Constitution

1. Constitution means the rules that comprise the constitution of the Company in force for the time being and as amended at any time;
2. CS Facility means clearing and settlement facility as that term is defined in the Act;
3. Director means a person appointed or elected from time to time to the office of Director of the Company in accordance with this Constitution and includes any alternate Director duly acting as a Director;
4. Divestment Notice means a notice given under rule 29.1 to a Small Holder or a New Small Holder;
5. Executive Director means a person appointed to that position pursuant to rule 17.3;
6. Listing Rules means the Listing Rules of a Securities Exchange which are applicable while the Company is admitted to the official list of the relevant Securities Exchange, each as amended or replaced from time to time, except to the extent of any express waiver by the relevant Securities Exchange;
7. Managing Director means the person appointed to that position pursuant to rule 17.1;
8. Market Value in relation to a Share means the closing price on ASX of the Share;
9. Marketable Parcel has the meaning given to the term 'marketable parcel' in the Listing
   Rules;
10. New Small Holder is a shareholder who is the holder or a joint holder of a New Small Holding;
11. New Small Holding means a holding of Shares created after the date on which this rule came into effect by the transfer of a parcel of Shares the aggregate Market Value of which at the time a proper transfer was initiated or a paper based transfer was lodged, was less than a Marketable Parcel of Shares;
12. Office means the registered office from time to time of the Company;
13. person and words importing persons include partnerships, associations and corporations unincorporated and incorporated by Ordinance, Act of Parliament or registration as well as individuals;
14. PPSA means the Personal Property Securities Act 2009 (Cth);
15. Register means the register of shareholders of the Company and includes a branch register of shareholders established pursuant to rule 20;
16. Registered Address means the address of a shareholder specified on a transfer or any other address of which the shareholder notifies the Company as a place at which the shareholder will accept service of notices;
17. Relevant Day in relation to a takeover scheme, means the day that is 14 days before the end of the period during which the offers under the takeover scheme remain open;

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