NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the members of Golden Cross Resources Ltd (the Company) will be held at History House, 133 Macquarie Street, Sydney, NSW at 2.00 pm on Thursday 27 February 2014 for the following business:

1. Heron Resources Limited share placement
To consider and, if thought fit, pass as an Ordinary Resolution:
“For all purposes including the ASX Listing Rules, members
(a) approve the issue by the Company of 375,970,579 fully paid ordinary shares to Heron Resources Limited (“Heron Resources”) at $0.005 per share and on the other terms and conditions set out in Heron’s Offer which is Attachment A to the explanatory notes accompanying this Notice and direct the Board of the Company to issue such shares on receipt of $1,879,853 as subscription monies for such shares in cleared funds from Heron Resources and to give effect to such terms and conditions (including implementing the proposed exploration program) and
(b) appoint Ian Buchhorn as a director of the Company effective from the date of receipt of $1,879,853 as subscription monies for such shares in cleared funds from Heron Resources.”

2. HQ Mining Resources Holding Pty Ltd proposal
To consider and, if thought fit, pass as an Ordinary Resolution if the Heron Resources Limited share placement resolution is not passed:
“If Motion 1 in this Notice is not passed, members direct the Company to undertake a pro-rata rights offer (the Rights Offer) of 4 fully paid shares for every 9 fully paid ordinary shares held at the record date determined by the Board of the Company at an issue price of $0.005 per share and with fractions disregarded and members having the first right to subscribe for additional shares (in excess of their entitlement under the Rights Offer) that are not taken up under the Rights Offer, up to their pro-rata share of any shortfall under the Rights Offer and with HQ Mining Resources Holding Pty Ltd (“HQ Mining”) underwriting the balance of any shares not taken under the shareholder first right to subscribe for additional shares and the Rights Offer on the terms and conditions set out in Attachment B to the explanatory notes accompanying this Notice and the members direct the Board of the
Company to take all required steps to give effect to the above including issuing the relevant shares on receipt of subscription monies for those shares in cleared funds.”

IT SHOULD BE NOTED THAT THE CHAIRMAN INTENDS TO PUT TO THE MEMBERS MOTION NO 1 FIRST AND, IF IT IS PASSED, HE WILL NOT BE PUTTING MOTION NO 2.
See director recommendations and reasons, voting exclusion statement and other information on the two Motions in the Explanatory Notes on the accompanying pages.
The directors invite shareholders and guests to join them for afternoon tea after the meeting.

Meeting called by Steve Gemell, Director,
pursuant to section 249CA of the Corporations Act 2001 (Cth)

Click here to download this report as a pdf file

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