Octagonal Resources : ORS Lodges Court Orders With ASIC

9ea2b444-8c02-4395-9f6e-ca4ad4b0ec0d.pdf

8 February 2016‌

No. of Pages: 20

ASX CODE: ORS

Market Cap.: $2.98 m ($0.012 p/s) Shares on issue: 248,331,672 Cash: $0.03 m (31 December 2015)

Debt: $1.3 m (31 December 2015)

BOARD & MANAGEMENT

Ian Gandel, Chairman

Anthony Gray, Managing Director Bob Tolliday, Director

MAJOR SHAREHOLDERS

Abbotsleigh - 41.1% Alliance Resources - 8.9%

PRINCIPAL OFFICE

Octagonal Resources Limited ABN 38 147 300 418

Suite 3, 51 - 55 City Road

Southbank VIC 3006

T [phone] F [phone]

E [e-mail]

W www.octagonalresources.com.au

ORS lodges Court orders with ASIC

As contemplated by the ASX Announcement dated Friday 5 February 2016 Octagonal Resources Limited ("Company" or "ORS") confirms that it has today lodged an office copy of the Court order made by the Supreme Court of Victoria approving the Scheme of Arrangement ("Scheme") with the Australian Securities and Investments Commission ("ASIC").

Accordingly, the Scheme is now legally effective.

Under the terms of the Scheme, subject to the payment of the scheme consideration (cash and scrip), all of the issued shares in ORS held by the Scheme Participants (i.e. the Non-Gandel Shareholders) will be cancelled on the Implementation Date, which is scheduled to occur on Monday 22 February 2016.

A copy of the Court order as lodged with ASIC is attached to this announcement.

ORS will be applying for its shares to be suspended from trading at the close of trading on the ASX today.

Shareholders are encouraged to provide or update their banking details with the Company's share registry to enable a prompt payment of the cash component of the scheme consideration via EFT transfer.

To provide or update your banking details please contact Computershare on 1300 850 505 within Australia or [phone] International, or log into your holding via the Computershare Investor Centre Website.

For and on behalf of the Board.

Bob Tolliday

Company Secretary OCTAGONAL RESOURCES LIMITED

Additional information relating to Octagonal and its various exploration projects can be found on the Company's website: www.octagonalresources.com.au

IN THE SUPREME COURT OF VICTORIA AT MELBOURNE

COMMERCIAL COURT RECDREST CORPORATIONS LIST

000434

IN THE MATTER OF OCTAGONAL RESOURCES LIMITED ABN 38 147 300 418

BETWEEN

OCTAGONAL RESOURCES LIMITED ABN 38 147 300 418

Plaintiff

GENERAL FORM OF ORDER

JUDGE: The Honourable Justice Robson

DATE MADE: 5 February 2016

ORIGINATING PROCESS: Originating Process filed 27 November 2015 HOW OBTAINED: On return of the Originating Process filed 27

November 2015

ATTENDANCE: O Bigos of Counsel, for the Plaintiff.

OTHER MATTERS: The Court noted that a statement dated 5 February

2016 had been given by the Australian Securities and Investments Commission in accordance with section 411(17)(b) of the Corporations Act 2001 (Cth).

THE COURT ORDERS THAT:

1. The scheme of arrangement inthis proceeding in relation to the Plaintiff, the terms of which are set out in Schedule A to this Order, is hereby approved pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth).

   
   

2. The Plaintiff be exempted pursuant to section 411(12) of the Corporations Act 2001 (Cth) from compliance with section 411(11) of the Corporations Act 2001 (Cth) in relation to the scheme of arrangement referred to in paragraph 1 above.

   AND THE COURT DIRECTS THAT:

   
   

3. Pursuant to rule 60.02(2) of the Supreme Court (General Civil Procedure) Rules 2015 the Plaintiff s solicitors shall draw up a form of order to be signed by the Honourable Justice Robson.

Dated : 5 February 2016

SCHEDULE A

Terms of the scheme of arrangement between the Plaintiff and its members