Realm Resources : Notice of General Meeting/Proxy Form

REALM RESOURCES LIMITED‌‌‌‌‌‌‌‌‌‌‌‌ ABN 98 008 124 025 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Date of Meeting: 31 May 2017

Time of Meeting: 11.00 am AEST Place of Meeting: Maddocks Lawyers

Level 27 Angel Place 123 Pitt Street Sydney

NSW 2000

This Notice of Annual General Meeting and Explanatory Statement should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss the matters in this Notice of Annual General Meeting, please do not hesitate to contact Theo Renard (Company Secretary) by email at [e-mail].

NOTICE OF ANNUAL GENERAL MEETING REALM RESOURCES LIMITED ABN 98 008 124 025

CONTENTS

Notice of Annual General Meeting 4

Explanatory Statement 9

Glossary 27

Schedule 1 Proxy Instructions 29

TIME AND PLACE AND HOW TO VOTE

VENUE

Notice is hereby given that the Annual General Meeting of Realm Resources Limited ("Realm" or "the Company") will be held at Maddocks Lawyers, Level 27, Angel Place, 123 Pitt Street, Sydney, NSW 2000, on 31 May 2017, at 11.00am AEST to conduct the business set out in this Notice.

The Explanatory Statement which accompanies and forms part of this Notice of Meeting describes the various matters to be considered and contains a glossary of defined terms that are not defined in full in this Notice of Meeting. The Explanatory Statement, the Schedules noted above and the Proxy Form are part of this Notice of Meeting.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return:

online at: www.investorvote.com.au;

in person at: Computershare Investor Services Pty Limited, Level 4, 60 Carrington Street, Sydney, NSW, 2000.

by post to: Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, VIC, 3001.

by facsimile to: 1800 783 447 (within Australia) or [phone] (outside Australia); or

Custodians, nominees, non-broker participants, portfolio administrators, portfolio aggregators and eligible financial advisers may also lodge their proxy vote online. Visit www.intermediaryonline.com.

Note that the Proxy Form must be received by the Company not later than 10.00am AEST on Monday 29 May 2017. Proxy Forms received later than this time will be invalid.

For further information on voting by proxy a copy of the Proxy Form, please refer to Schedule 1 of this Notice of Meeting.

ENTITLEMENT TO ATTEND AND VOTE

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00 pm AEST on Monday 29 May 2017.

BUSINESS OF THE MEETING AGENDA

Financial Statements and Reports

the year ended 31 December 2016.

Group for

Note: There is no requirement for Shareholders to approve these reports.

RESOLUTION 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding resolution:

"That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 31 December 2016."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by shareholders on the remuneration

Voting Prohibition Statement

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

2. a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution if:

1. the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

2. the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

RESOLUTION 2 - Election of Mr Gordon Galt as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

resolution of the Board of Directors, and being eligible, offers himself for election, be elected as a

RESOLUTION 3 - Election of Mr Staffan Ever as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

resolution of the Board of Directors, and being eligible, offers himself for election

RESOLUTION 4 - Election of Mr Glen Lewis as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

Glen Lewis resolution of the Board of Directors, and being eligible, offers himself for election

RESOLUTION 5 - Election of Mr James Beecher as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

by resolution of the Board of Directors, and being eligible, offers himself for election

RESOLUTION 6 Re-election of Michael Davies as Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of clause 12.9(a) of the constitution of the Company and for all other purposes, Mr Michael Davies, who retires in accordance with the Company's Constitution and being eligible, offers himself for re-election, be re-elected as

a Director."

RESOLUTION 7 - Adoption of Directors and Employees Share Plan

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.2 (Exception 9) of the ASX Listing Rules and for all other purposes, approval is given for the Company to adopt the Company's directors and employees share plan and to allot and issue Shares pursuant to the Company's directors and employees share plan, a summary of the terms of which is set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or 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.

RESOLUTION 8 - Adoption of Directors and Employees Option Plan

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.2 (Exception 9) of the ASX Listing Rules and for all other purposes, approval is given for the Company to adopt the Company's directors and employees option plan and to grant Options pursuant to the Company's directors and employees option plan, a summary of the terms of which is set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or 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.

RESOLUTION 9 Approval for the issue of shares to Staffan Ever, a related party

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an

ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to issue and allot 10,000,000 fully paid ordinary shares in the Company to Staffan

employees share plan on the terms and conditions set

Voting Prohibition Statement - the Company will disregard any votes cast on this resolution by any of the

ciates)

employees share plan. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or, 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.

RESOLUTION 10 Approval for the issue of shares to Glen Lewis, a related party

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to issue and allot 10,000,000 fully paid ordinary shares in the Company to Glen Lewis, the terms and conditions set

out in the Explanatory Statement accompa

Voting Prohibition Statement - the Company will disregard any votes cast on this resolution by any of the

employees share plan. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or, 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.

RESOLUTION 11 Approval for the issue of shares to James Beecher, a related party

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to issue and allot 10,000,000 fully paid ordinary shares in the Company to James Beecher, the terms and conditions

Voting Prohibition Statement - the Company will disregard any votes cast on this resolution by any of the Com

employees share plan. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or, 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.

RESOLUTION 12 Increase in the non-

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, with the effect from 1 June 2017, the maximum aggregate amount of remuneration payable to all non-executive Directors of the Company be increased by $150,000 to $450,000 per annum."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a director of the Company and their associates or as a proxy by a person who is a member of the Key Management Personnel at the date of the Meeting or their Closely Related Parties. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or 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.

OTHER BUSINESS

To transact any other business that may be lawfully brought forward in accordance with the constitution of the Company, the Corporations Act and the ASX Listing Rules.

BY ORDER OF THE BOARD

Theo Renard Company Secretary 2 May 2017

EXPLANATORY STATEMENT ANNUAL GENERAL MEETING REALM RESOURCES LIMITED ABN 98 008 124 025

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting be held at Maddocks Lawyers, Level 27, Angel Place, 123 Pitt Street, Sydney, NSW 2000, on 31 May 2017, at 11.00am (AEST).

The purpose of the Explanatory Statement and Schedules is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

The Directors recommend that Shareholders read this Explanatory Statement and its Schedules, which form part of the accompanying Notice of Meeting, before determining whether to support the Resolutions or otherwise. If you have any questions regarding the matters set out in this Explanatory Statement, the Schedules or the preceding Notice of Meeting, please contact the Company Secretary, your stockbroker, your accountant, or other professional adviser before determining whether to support the Resolutions or otherwise.

Capitalised terms used in this Explanatory Statement are defined in the glossary to this document.

1. FINANCIAL REPORT AND DIRECTORS' REPORT

   the financial year of the Company ended 31 December 2016 to be laid before the meeting:

2. t declaration); and

3. t

4. Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on these Reports and on the business, operations and management of the Group.

   Shareholders to approve the Financial Statements and Reports.

   The Company will not provide a hard copy of the Financial Report to Shareholders unless specifically required to do so. The Financial Report is available on its website at http://www.realmresources.com.au.

5. RESOLUTION 1 - REMUNERATION REPORT

6. General

   The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. Such a resolution is advisory only and does not bind the Directors or the Company.

   Under the Corporations Act, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at the Meeting, and then again at the Company's subsequent annual general meeting, the Company will be required to put to Shareholders a

   resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company (Spill Resolution).

   If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the Company's annual general meeting. All of the Directors who were in office when the relevant Directors' report was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

7. Content of Remuneration Report

   The Remuneration Report as set out in the Directors' report contained in Financial Report for the financial year ended 31 December 2016 was sent to those Shareholders who elected to receive it or is available electronically at http://www.realmresources.com.au. The Remuneration Report:

8. explains the Board's policy for determining the nature and amount of remuneration of executive directors and senior executives of the Company;

9. discusses the relationship between the Board's remuneration policy and the Company's performance;

10. sets out the actual remuneration for the financial year ended 31 December 2016 for each Director and each member of the Company's senior executive management team; and

11. details and explains any performance hurdles applicable to the remuneration of executive directors and senior executives of the Company.

    A reasonable opportunity will be provided for discussion of any questions relating to the Remuneration Report at the Annual General Meeting (as required under section 250SA of the Corporations Act.

    The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

12. Proxy Restrictions

    The Key Management Personnel of the Company and their Closely Related Parties will not be able to vote as your proxy on Resolution 1 unless you tell them how to vote, or the Chair of the Meeting is your proxy. If you intend to appoint a member of the Key Management Personnel or one of their Closely Related Parties as your proxy, please ensure that you direct them how to vote on Resolution 1, otherwise they will not be able to cast a vote as your proxy on that Resolution.

    You can direct your proxy how to vote o by marking the appropriate box opposite the item on the Proxy Form.

    If you intend to appoint the Chair of the Meeting as your proxy, in particular in respect of voting on Resolution 1, you can direct the Chair to vote by either marking the relevant voting boxes for

    have expressly authorised the Chair to vote in favour of the Resolution, even though the Resolution is connected with the remuneration of the Comp

    The Chair intends to vote undirected proxies (where authorised) for Resolution 1.

13. RESOLUTION 2 ELECTION OF GORDON GALT AS A DIRECTOR

14. Candidate profile Gordon Galt - G.Eng(Mining, Hons), B.Com, GDip AppFin(Finsia), MAusIMM, MAICD

    Gordon is a mining engineer with extensive coal industry experience in Australia since the early 1970's. In Queensland, he worked at South Blackwater, gaining his First Class Mine Manager's qualifications in 1976, then was one of the key early development team members at CapCoal German Creek in 1977. He was initially Open Cut Manager then Mine Manager at Central Colliery - Queensland's first longwall mine and for many years Australia's most productive underground coal mine. He was then Development Manager for Southern Colliery, also at German Creek in 1987.

    In 1991, Gordon was appointed Operations Manager at Ulan Coal in NSW. He became General Manager at Ulan in 1993, then Managing Director at Cumnock Coal in 1996 before roles as Managing Director with Newcrest Mining and in investment banking with ABN AMRO. Gordon is currently Chairman of NuCoal Resources Limited and Lefroy Exploration Limited and is a Non- Executive Director of Finders Resources Limited.

    Gordon was appointed on 30 August 2016 as Chairman of the Company. Refer to the Financial Report for further details on Gordon Galt.

15. Board recommendation

    The Directors (excluding Gordon Galt because of his interest) unanimously support the election of Gordon Galt. The Chair intends to vote all available proxies in favour of this Resolution 2.

16. RESOLUTION 3 ELECTION OF STAFFAN EVER AS A DIRECTOR

17. Candidate profile Staffan Ever MBA MSc Civ Eng, MAICD

    Staffan Ever is a non-executive Director. Staffan is a highly experienced executive in the coal sector with experience in managing and financing coal projects from greenfields through to production coupled with extensive experience in coal marketing and mergers and acquisitions. His previous roles include, CEO of QCoal, Managing Partner of Triangle Fund, 12 years in various roles with AMCI including General Manager of AMCI Australia and Director, on behalf of AMCI, on all Australian investee companies. He has undertaken and overseen equity investments and/or divestments in the Gunneda, Glennies Creek, Alliance, Coppabella, Moorevale and Sonoma mines.

    Mr. Ever is currently the Managing Director and Founder of the Square Group of Companies. Staffan was appointed on 21 November 2016.

18. Board recommendation

    The Directors (excluding Staffan Ever because of his interest) unanimously support the election of Staffan Ever. The Chair intends to vote all available proxies in favour of this Resolution 3.

19. RESOLUTION 4 ELECTION OF GLEN LEWIS AS A DIRECTOR

20. Candidate profile Glen Lewis

    Glen Lewis has an excellent track record in operations and executive management over many

    Queensland, with excellent quality coal, plenty of exploration potential and infrastructure which can be further utilised or expanded.

    Glen Lewis is a qualified coal mine manager and has worked in the coal industry since 1980. Throughout his career, he worked at all levels of management inclusive of 10 years as an Undermanager at various operations including United Colliery and Dartbrook Coal where he was part of the Management Team for the construction of both projects. In 1997 he commenced as Mine Manager at Cumnock Coal and in 1999 was promoted to Operations Manager at Oceanic Coal (consisting of West Wallsend and Teralba underground mines and Westside open cut operation) following its acquisition by Xstrata Coal. Glen Lewis was promoted to the role of General Manager Eastern Underground Operations for Xstrata Coal NSW in 2003 and was then responsible for United Collieries, Cumnock Coal, and Oceanic Coal. Continuing with Xstrata Coal NSW, he was promoted to General Manager Operations with overall responsibility for 6 operating mines and several projects under construction. Throughout his career, he has been involved with the development and I or expansion of many coal mines and provides a strong technical and operational background to Realm Resources.

    Glen Lewis was appointed on 6 March 2017.

21. Board recommendation

    The Directors (excluding Glen Lewis because of his interest) unanimously support the election of Glen Lewis. The Chair intends to vote all available proxies in favour of this Resolution 4.

22. RESOLUTION 5 ELECTION OF JAMES BEECHER AS A DIRECTOR

23. Candidate profile James Beecher - B.Com, MBA, FCPA, FAICD

    James Beecher has over 30 years experience in senior finance, accounting and secretarial positions in resources, financial services and services companies. James has been Chief Financial Officer or Finance Director of NRMA Limited, Savage Resources Limited and Austen & Butta Limited. He held senior accounting positions with the Commonwealth Bank including Group Financial Controller and Group Chief Accountant.

    He is currently a Director and Company Secretary of ASX listed MIL Resources Limited and has recently been a Non-executive Director of Findlay Securities Limited and Company Secretary of Gloucester Coal Limited. He is Deputy Chair of the Australian Institute of Company Directors Reporting Committee and was a member of the Urgent Issues Group of the Australian Accounting Standards Board.

24. Board recommendation

    The Directors (excluding James Beecher because of his interest) unanimously support the election of James Beecher. The Chair intends to vote all available proxies in favour of this Resolution 5.

25. RESOLUTION 6 RE-ELECTION OF MICHAEL DAVIES AS DIRECTOR

26. General

27. ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re- election) whichever is the longer.

    Clause 12.9(a) of the Constitution requires that, at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not exceeding one-third of the Directors must retire by rotation, provided always that no Director (except a Managing Director) shall hold office for a period in excess of three years.