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1 ABN (Subject to deed of company arrangement) Level 1, 8-12 Market Street Fremantle WA 6160 t: f: info@citation.net.au 2 March 2017 ASX Announcement Company Announcements Office Australian Securities Exchange Level 6, 20 Bridge Street SYDNEY NSW 2000 Via E Lodgment Typographical Error The Deed Administrators of Citation Resources Limited (subject to deed of company arrangement) wish to advise shareholders of a typographical error in the recent Company announcement titled Administration Update dated 27 February On page 2 of the announcement letter under subtitle, Overview of DOCA, it was incorrectly stated that: o a bonus issue of new options (to be listed) to shareholders on the basis of one new option for each share held (on a post-consolidation basis). The options are to have an exercise price of $0.30 and will expire three years from the date of issue. The correct announcement should have stated as: o a bonus issue of new options (to be listed) to shareholders on the basis of one new option for three shares held (on a post-consolidation basis). The options are to have an exercise price of $0.30 and will expire three years from the date of issue. A copy of the corrected announcement is attached.

2 ABN (Subject to deed of company arrangement) Level 1, 8-12 Market Street Fremantle WA 6160 t: f: info@citation.net.au 27 February 2017 ASX Announcement Company Announcements Office Australian Securities Exchange Level 6, 20 Bridge Street SYDNEY NSW 2000 Via E Lodgement Administration Update The Deed Administrators of Citation Resources Limited (subject to deed of company arrangement) ( Citation or the Company ) (ASX: CTR) provide the following update on the progress of the administration of the Company. Settlement of claims against former director, Peter Landau On 2 December 2016 the Company finalised an agreement with Mr Peter Landau, a former director of the Company to settle the Company s claims against him. Pursuant to that settlement, an amount of $2 million was advanced to the Company on 10 January 2017 by way of an ex-gratia payment by a third party, to be held on trust for the purpose of making distributions to certain creditors of the Company (being certain persons who applied for shares under the Company s prospectus dated 23 October 2015 but who did not receive shares or a refund of the application monies, and other creditors) under a deed of company arrangement ( DOCA ) ( Ex-Gratia Payment ). Settlement of claims made by Pearl Global Pty Ltd and its shareholders In January 2017 the Company entered into a settlement with Pearl Global Pty Ltd ( Pearl ) and its shareholders which provided for a mutual release of all claims under the agreement dated 25 November 2015 between the Company, Pearl and certain other parties in respect of the acquisition (in two stages) of the entire issued share capital of Pearl. As part of this settlement, the Company s 40% shareholding in Pearl (being the interest acquired in the first stage of that acquisition) was transferred back to Pearl s shareholders in consideration of a cash payment of $3.3 million. Second creditors meeting and DOCA As noted in the Company s announcement dated 18 October 2016, a Court order was obtained on that date to extend the period under which the Administrators were required to convene the second meeting of creditors to 25 January On that date, the Administrators were informed of a number of late changes to a DOCA which had been proposed, accordingly the Administrators applied to the Court for a further short extension of the convening period to allow for these changes to be reflected in the Administrators report to creditors. The Court granted an order further extending the convening period to 2 February 2017.

3 The Administrators Report to Creditors pursuant to section 439A of the Corporations Act 2001 (Cth) (the Act ) was circulated on 2 February The Second Meeting of Creditors of the Company was held on 9 February 2017 pursuant to section 439A of the Act. At the Second Meeting of Creditors, the creditors of the Company unanimously resolved that the Company should enter into a DOCA and creditors trust deeds substantially in the form proposed by certain shareholders of Pearl. The DOCA was executed on 27 February Overview of DOCA A summary of the key terms of the DOCA are as follows: the Ex-Gratia Payment is to be distributed to specific creditors, in accordance with the settlement reached with Mr Peter Landau, through a creditors trust the claims of other creditors are to be resolved through the creation and funding of three other creditors trusts in respect of various categories of creditor the implementation of a recapitalisation of the Company, comprising: o o o o o o o o o the consolidation of the existing issued capital of the Company on a 7 for 199 basis the discharge of any security interests registered against the Company on the Personal Property Securities Register a bonus issue of new options (to be listed) to shareholders on the basis of one new option for every three shares held (on a post-consolidation basis). The options are to have an exercise price of$0.30 and will expire three years from the date of issue the acquisition of the entire issued share capital of Pearl in consideration for the issue of 80,000,000 shares (on a post-consolidation basis) the entry into of a new licence agreement in respect of the intellectual property underpinning Pearl s business with the owner of that intellectual property, to incorporate an option for Pearl to acquire that intellectual property a capital raising by the Company through the issue of up to 25,000,000 shares (on a postconsolidation basis) at $0.20 per share to raise up to $5 million. The capital raising is to incorporate a priority offer to persons who applied for shares under the Company s prospectus dated 23 October 2015, but who did not receive shares or a refund, up to the amounts returned to them pursuant to the DOCA and the relevant creditors trust the issue by the Company of 18,718,750 shares and 6,239,583 new options (each on a postconsolidation basis, and subject to treatment of fractional entitlements) to the holders of $2.995 million of convertible notes issued by Pearl in January 2017, in accordance with the note terms. The options are to have an exercise price of $0.30 and will expire three years from the date of issue the issue of 500,000 shares (on a post-consolidation basis) to Mr Victor Turco (a director of the Company) in satisfaction of certain accrued fees the issue of up to 36,000,000 new options (on a post-consolidation basis) to certain advisers, brokers and promoters in connection with the recapitalisation transaction. The options are to have an exercise price of $0.30 and will expire three years from the date of issue

4 the re-admission of Citation s shares and existing listed options, and the new options to be issued as part of the recapitalisation transaction, to quotation on the ASX Effectuation of the DOCA is subject to various conditions, including: shareholders of Pearl approving the DOCA, to be received within 14 days of execution of the DOCA the shareholders in Pearl agreeing to a share purchase agreement for the sale of their Pearl shares to the Company as referred to above the owner of the intellectual property underpinning Pearl s business agreeing to the new licence agreement and option referred to above shareholders of the Company passing various resolutions required in connection with the recapitalisation of the Company. A notice of meeting in this regard will be despatched in due course the completion of the recapitalisation proposal, including the ASX granting approval for readmission of the Company s securities to trading on the ASX. A copy of the DOCA and the forms of the creditors trust deeds are attached at Appendix 1. The above summary of the key terms of the DOCA and the creditors trust deeds should be read in conjunction with these documents.

5 Appendix 1

6 Deed of Company Arrangement Citation Resources Ltd (ACN ) (Administrators Appointed) Pearl Vendor Proponents February _ , v.13 PH

7 Deed of Company Arrangement Table of contents Parties 1 Background 1 1 Definitions 1 Interpretation 7 2 Objects of the DOCA 8 3 Commencement of this Deed 8 4 Conditions 8 5 Appointment and duration of the Deed Administrators 9 6 Powers and obligations of the Deed Administrators 9 7 Deed Administrators lien and indemnity 10 8 Directors and Officers 11 9 Carrying on the Business of the Company Participating Creditors Non-participating Creditors Moneys available for distribution to Participating Creditors Landau Settlement Deed Payment of Remuneration and Funds from the Assets Making Claims Ascertaining Claims Parties shall enter into Creditors Trust Deeds Payment of residual Effectuation of this DOCA Satisfaction of Claims Moratorium Discharge of debts Superannuation contribution debts Taxation and superannuation liability Termination of Deed following breach Termination upon Effectuation of DOCA Deed Administrators remuneration Resignation and removal of the Deed Administrators Schedule 8A Effect of execution _ , v.13

8 Deed of Company Arrangement 31 Notice 21 Form and delivery 21 Execution of s 21 Receipt and effect General 22 Accumulative rights 22 Time 22 Variation 22 Waiver 22 Entire agreement 23 Severability 23 Further cooperation 23 Relationship of the parties 23 Governing Law and jurisdiction 23 Execution of separate documents 23 Third party rights 24 Exclusion of contrary legislation 24 Costs and duty 24 Survival 24 Execution 25 Schedule 1 - Landau Creditors 29 Schedule 2 Ordinary Unsecured Creditors 30 Schedule 3 Pearl Vendors 31 Schedule 4 - Non-participating Creditors 33 Schedule 5 - Recapitalisation Transaction 34 Schedule 6 Pearl Vendor Proponents 37 Annexure A - Landau Creditors Trust Deed 38 Annexure B - Ordinary Unsecured Creditors Trust Deed 39 Annexure C - Trust Creditors Trust Deed 40 Annexure D - Shareholder Creditors Trust Deed _ , v.13

9 Deed of Company Arrangement Parties Company Citation Resources Ltd (Administrators Appointed) ACN Address: c/- KordaMentha, Level 10, 40 St Georges Terrace, PERTH WA 6000 Attention: Richard Tucker Pearl Vendor Proponents Each of the parties set out in Schedule 6 of this DOCA Address: c/- Thompson Downey Cooper Level 15, 251 Adelaide Terrace, PERTH WA 6000 Attention: David Thompson david@tdclegal.com.au Background A B C On 20 September 2016, the Deed Administrators were appointed as joint and several voluntary administrators of the Company pursuant to section 436A of the Corporations Act. The Pearl Vendor Proponents have proposed this DOCA to the Administrators of the Company. On 9 February 2017, pursuant to section 439A of the Corporations Act, a second meeting of the Company s creditors was held, whereupon the Company s creditors resolved that the Company should execute a deed of company arrangement upon terms and conditions, as set out in this DOCA. 1 Definitions 1.1 In this DOCA the following definitions apply: Administrators Administrators Liabilities means the voluntary administrators of the Company. means any liabilities, debts, costs, fees, charges and expenses of the Administrators, including any Statutory Liabilities, incurred in respect of: (a) the administration of the Company pursuant to the Administrators appointment as voluntary administrators of the Company and subsequently as deed administrators of this DOCA; and _ , v.13 1

10 Deed of Company Arrangement (b) the preparation, stamping, execution and administration of this DOCA. Administrators Remuneration Admitted Claims means the Administrators remuneration and fees for services rendered as voluntary Administrators of the Company and subsequently as deed administrators of this DOCA (including as payable pursuant to clauses 14 and 27 of this DOCA). means: (a) (b) (c) (d) the Admitted Landau Creditors Claims; the Admitted Ordinary Unsecured Creditors Claims; the Admitted Trust Creditors Claims; and the Admitted Shareholder Creditors Claims. Admitted Landau Creditors Claims Admitted Ordinary Unsecured Creditors Claims Admitted Shareholder Creditors Claims Admitted Trust Creditors Claims Assets Business Business Day Claim Continuing Employee Corporations Act means the Claims of the Landau Creditors for the amounts specified in Schedule 1 of this DOCA as such Claims are admitted by the Deed Administrators pursuant to the terms of this DOCA. means the Admitted Claims of the Ordinary Unsecured Creditors specified in Schedule 2 of this DOCA. means the Claims of the Shareholders Creditors as admitted by the Deed Administrators in accordance with the terms of this DOCA. means the Claims of the Trust Creditors as admitted by the Deed Administrators in accordance with the terms of this DOCA. means all of the assets and undertakings of the Company, excluding the Funds. means the business carried on by the Company. means a day other than a Saturday, Sunday or public holiday in Western Australia. means any action, demand, suit, proceeding, debt, claim, loss, damage or other liability (present or future, certain or contingent, ascertaining or sounding in damages) whatsoever and howsoever incurred arising directly or indirectly from any act or omission by the Company or by any agreement, circumstance or event occurring on or before the Relevant Date. means any employee of the Company who continues in his or her employment after the Execution Date. means the Corporations Act of Western Australia enacted by the Corporations (Western Australia) Act of 1990 and any amendments _ , v.13 2

11 Deed of Company Arrangement thereto; Court Creditor Creditors Trust Deeds means the Supreme Court of Western Australia. means any person who has a Claim against the Company being a Claim from circumstances which arose before the Relevant Date. means: (a) (b) (c) (d) the Landau Creditors Trust Deed; the Ordinary Creditors Trust Deed; the Trust Creditors Trust Deed; and the Shareholder Creditors Trust Deed. Creditors Trusts means: (a) (b) (c) (d) the Landau Creditors Trust; the Ordinary Creditors Trust; the Trust Creditors Trust; and Shareholder Creditors Trust. Deed Administrators Directors means Messrs Richard Tucker and Scott Langdon of KordaMentha of Level 10, 40 St Georges Terrace, Perth WA and their successors and assigns. means: (a) (b) Vitorio Vincenzo Turco; and Bert Huys. DOCA Effectuation or Effectuate or Effectuated Execution Date Funds means this deed of company arrangement as amended, supplemented or varied from time to time. means effectuation of this DOCA in accordance with clause 19 of this DOCA. means the date the parties are required to execute this DOCA in accordance with section 444B(2) of the Corporations Act. means: (a) (b) the Landau Funds; the Ordinary Unsecured Funds; _ , v.13 3

12 Deed of Company Arrangement (c) (d) the Trust Funds; and the Shareholder Funds, or any of them as the context requires. GST GST Act Landau Creditors Landau Creditors Trust Landau Creditors Trust Deed Landau Funds Landau Settlement Deed Law Non-participating Creditors Officer Ordinary Unsecured Creditors Ordinary Unsecured Creditors Trust Ordinary Unsecured Creditors Trust Deed Ordinary Unsecured Fund means a Goods and Services tax imposed under the GST Act, a consumption tax, value added tax, retail turnover tax or tax of a similar nature. means A New Tax System (Goods and Services Tax) Act 1999 and related legislation and regulations. means the Creditors set out in Schedule 1 of this DOCA. means the trust created by the Landau Creditors Trust Deed. means the trust deed to be entered into by the Deed Administrators as Trustees, upon Execution of this DOCA, for and on behalf of the Landau Creditors, substantially in the form of the document forming Annexure A to this DOCA. means the sum of two million dollars ($2,000,000) provided by independent third parties pursuant to the Landau Settlement Deed. means the deed of compromise and release between the Company and Peter Neil Landau dated on or around December includes any requirement of any statute, regulation, proclamation, ordinance or by-law, present or future and whether State, Federal, local or otherwise. means the parties set out in Schedule 4 of this DOCA. means officer as defined in section 9 of the Corporations Act. means the Creditors set out at Schedule 2 of this DOCA. means the trust created by the Ordinary Unsecured Creditors Trust Deed. means the trust deed to be entered into by the Deed Administrators as Trustees, upon execution of this DOCA, for and on behalf of the Ordinary Unsecured Creditors, substantially in the form of the document forming Annexure B to this DOCA. means the sum of $127,880 to be transferred to the Trustees by the Deed Administrators for distribution under the Ordinary Unsecured Creditors Trust pursuant to the Ordinary Unsecured Creditors _ , v.13 4

13 Deed of Company Arrangement Participating Creditors Trust Deed. means Creditors other than Non-participating Creditors with a Claim against the Company. For the avoidance of doubt the Participating Creditors include: (a) (b) (c) (d) the Landau Creditors; the Ordinary Unsecured Creditors; the Trust Creditors; and the Shareholder Creditors. Participating Creditor s Claim Pearl Vendors Pearl Vendor Proponents Recapitalisation Transaction Relevant Date Shareholder Creditors means a Claim by a Participating Creditor against the Company. For the avoidance of doubt, insofar as any Creditor is a Participating Creditor only in respect of part of its Claim (or certain of its Claims) against the Company, it is only the aspect of such Creditor s Claim in respect of which it is described as a Participating Creditor that it will be a Participating Creditor s Claim. means the parties set out in Schedule 3 of this DOCA. means the parties set out in Schedule 6 of this DOCA being the proponents of this DOCA. means a transaction as materially described in Schedule 5 of this DOCA. means the date of appointment of the Administrators of the Company being 20 September Includes: (a) (b) the Pearl Vendors in respect of any Claim they have against the Company; and any Creditor who has a Claim against the Company that: I. is subordinated by reason of section 563A of the Corporations Act; II. are deemed so by the Deed Administrators in their absolute discretion pursuant to clause 16.2 of this DOCA. Shareholder Creditors Trust Shareholder Creditors Trust Deed means the trust created by the Shareholder Creditors Trust Deed. means the trust deed materially in the form set out in Annexure D of this DOCA _ , v.13 5

14 Deed of Company Arrangement Shareholder Fund Superannuation Guarantee Charge Superannuation Legislation Tax Acts Termination Termination Date Trust Creditors means the sum of $50,000 to be paid by the Deed Administrators to the Trustees for distribution to the Shareholder Creditors pursuant to the terms of this DOCA and the Shareholder Creditors Trust Deed. has the same meaning as in the Superannuation Guarantee (Administration) Act 1992 (Cth). means any Commonwealth or State legislation that imposes a superannuation liability on the Company and includes but is not limited to the Superannuation Guarantee (Administration) Act. means any Commonwealth or State legislation that imposes a taxation liability on the Company and includes but is not limited to the Income Tax Assessment Act 1936 and the Taxation Administration Act means the termination of this DOCA pursuant to clause 25 or 26 of this DOCA. means the date this DOCA is terminated pursuant to clause 25 or 26 of this DOCA. means the Creditors: (a) (b) who subscribed for shares in the Company under the Company s prospectus dated 23 October 2015 and paid application moneys to be held on trust but never received shares in the Company nor a refund of the application moneys; and are deemed o by the Deed Administrators in their absolute discretion pursuant to clause 16.2 of this DOCA. Trust Creditors Trust Trust Creditors Trust Deed Trustees Trust Fund means the trust created by the Trust Creditors Trust Deed. means a trust deed materially in the form as set out in Annexure C of this DOCA. means the Deed Administrators in their capacity as Trustees of each of the Creditors Trusts. means a sum equal to the Admitted Trust Creditors Claims to be transferred to the Trustees for distribution to the Admitted Trust Creditors under the Trust Creditors Trust pursuant to the Trust Creditors Trust Deed _ , v.13 6

15 Deed of Company Arrangement Interpretation 1.2 In this DOCA, unless the context otherwise requires: Headings or subheadings are for convenience only and do not affect the interpretation of any provision of this DOCA A reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time The singular includes the plural and vice versa Words expressed in one gender include the other gender A person includes an individual, partnership, firm, company, government, joint venture, association, authority, corporation or other body corporate References to the parties, background, parts, clauses, schedules and annexures are references to the parties, background, parts, clauses, schedules and annexures to this DOCA The expression this DOCA includes the agreement, arrangement, understanding or transaction recorded in this DOCA References to a party to this DOCA include that party s executors, Deed Administrators, substitutes, successors and permitted assigns A reference to a group of people is a reference to all of them collectively and to each of them individually References to time are to time in Perth, Western Australia If the date on or by which any act must be done under this DOCA is not a Business Day, the act must be done on or by the next Business Day A covenant or agreement made by, or for the benefit of, two or more persons binds, and is enforceable against, or may be exercised by (as the case may be), those persons jointly and each of them severally A reference to any statute or to any statutory provision includes any amendment, re-enactment or consolidation of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it $ or dollars is a reference to Australian currency A reference to a thing or an amount includes the whole or part of that thing or amount _ , v.13 7

16 Deed of Company Arrangement 2 Objects of the DOCA 2.1 The objects of this DOCA are: to comply with the Corporations Act and the resolution of the creditors of the Company by which the Company executes this Deed; to distribute the Landau Funds which, pursuant to the Landau Settlement Deed, are only available: (a) (b) in a deed of company arrangement materially in the terms of this DOCA; and for distribution to the Landau Creditors; to give effect to the Recapitalisation Transaction by reducing the amount payable to the Pearl Vendor Proponents in respect of the Pearl Vendor Proponents Claims as consideration for the Company s participation in the Recapitalisation Transaction; to resolve all Creditors claims; to maximise the chance of the Company continuing in existence; and to facilitate the execution of the Creditors Trust Deeds. 3 Commencement of this Deed 3.1 The operation of this Deed will commence from the time when this Deed is executed by the Administrators, the Company and the Pearl Vendor Proponents. 4 Conditions 4.1 It is a condition precedent to the Effectuation of this DOCA that the Creditors Trust Deeds are executed on or before the Execution Date. 4.2 It is a condition subsequent of this DOCA that within 14 days of execution of this DOCA the Deed Administrators receive from each of the shareholders of Pearl written consent for Pearl to participate in the DOCA on the terms of this DOCA including the Recapitalisation Transaction described in Schedule 6 of this DOCA. 4.3 It is a condition subsequent of this DOCA that within 45 days of execution of this DOCA, Keshi and Pearl enter into the licence agreement as contemplated by paragraph 6 of Schedule 5 of this DOCA _ , v.13 8

17 Deed of Company Arrangement 4.4 It is a condition subsequent of this DOCA that the Deed Administrators are satisfied that the requirements of the Landau Settlement Deed have been met pursuant to clauses 12.2 and 13 of this DOCA. 4.5 Within two Business Days following satisfaction of the conditions contained in clause 4.1 and 4.4 above, the Deed Administrators must transfer the Funds to the Trustees for distribution under the Creditors Trusts pursuant to the terms of this DOCA and the Creditors Trust Deeds. 4.6 It is a condition subsequent of this DOCA that the Recapitalisation Transaction is completed as referred to in paragraph 12 of Schedule 5 of this DOCA. 4.7 The conditions in clauses 4.1 to 4.6 may be waived or varied by the Deed Administrators to the extent allowed by law. 5 Appointment and duration of the Deed Administrators 5.1 The Company appoints the Administrators as Deed Administrators of this DOCA and the Deed Administrators shall be authorised to exercise their powers subject to the terms and conditions contained in this DOCA and shall remain as Deed Administrators until the Termination Date of this DOCA. 6 Powers and obligations of the Deed Administrators 6.1 During the term of this DOCA, the Deed Administrators powers include the power: to provide such information concerning the Company s affairs to the creditors as they see fit; to do anything that is incidental to exercising a power set out in this DOCA; to remove any Director or Officer of the Company; to appoint any person a Director of the Company; to do anything else that is necessary or convenient for the purpose of exercising their powers to administer this DOCA; at such time, and in such manner as they see fit, gain access the Company s books, records, or premises as they see fit, and require such information and documents as they see fit from the Company s directors, officers, and employees; in their absolute discretion, to call for and adjudicate upon Creditors proofs of debt in the manner and within the timeframe specified in this DOCA; and _ , v.13 9

18 Deed of Company Arrangement in their absolute discretion, to apply the Funds in payment of any fees owed to or expenses incurred by the Deed Administrators pursuant to this DOCA; and facilitate and put into effect the Recapitalisation Transaction. 6.2 During the term of this DOCA, the Deed Administrators obligations are: to monitor the Business and financial position of the Company to ensure compliance with this DOCA; to collect, receive, safeguard, and administer the Funds prior to their transfer to the Creditors Trusts; and to call meetings of creditors for the purpose of considering the variation or termination of this DOCA. 6.3 In exercising the powers conferred by this DOCA and carrying out the duties arising under this DOCA, the Deed Administrators are taken to act as agents for and on behalf of the Company. 7 Deed Administrators lien and indemnity 7.1 Subject to the Corporations Act, the Deed Administrators shall not be personally liable for: any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities caused by any act, omission or default by or on behalf of the Deed Administrators in administering this DOCA or exercising their duties and obligations under this DOCA; any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities caused by any act, omission or default by or on behalf of the Company; or any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities suffered or sustained or incurred by any Officer, shareholder or creditor of the Company. 7.2 The Deed Administrators are jointly and severally entitled to be indemnified out of the Assets of the Company as at the Execution Date: from or against any amount referred to in clause 7.1 of this DOCA; for debts for which the Deed Administrators are liable; and for the Deed Administrators costs and expenses, and the Deed Administrators remuneration payable under this DOCA _ , v.13 10

19 Deed of Company Arrangement 7.3 The Deed Administrators have a lien over the Assets of the Company as at the Execution Date to secure the Deed Administrators rights of indemnity under clause 7.2 of this DOCA. 7.4 The indemnity under clause 7.2 shall not: be affected, limited or prejudiced in any way by any irregularity, defect or invalidity in the appointment of the Deed Administrators, and extends to all actions, suits, proceedings, accounts, liabilities, claims and demands arising in any way out of any defect in the appointment of the Deed Administrators, the approval and Execution of this DOCA or otherwise; affect or prejudice all or any rights that the Deed Administrators may have against the Company or any person to be indemnified against the costs, charges, expenses and liabilities incurred by the Deed Administrators by or incidental to the exercise or performance of any of the powers or authorities conferred on the Deed Administrators by this DOCA or otherwise; or be enforceable by the Deed Administrators if the amount owing arises out of any negligent act or omission done or omitted by the Deed Administrators. 8 Directors and Officers 8.1 As and from the date of Execution of this DOCA, control of the Company will not revert to the Directors and Officers of the Company. The Deed Administrators will continue to maintain control of the Company in accordance with the terms of this Deed until the Effectuation or Termination of this DOCA. 8.2 On or before the Effectuation or Termination of this DOCA, the Directors and Officers will, if requested by the Deed Administrators: resign from the Company in accordance with its constitution, or as otherwise provided for under the Corporations Act; execute any ASIC form reasonably required by the Deed Administrators to give effect to their resignation; and provide all of the hardcopy books and records of the Company to the Deed Administrators. 8.3 If any Director or Officer does not comply with their obligations pursuant to clauses 8.1 and 8.2 of this Deed, then the Deed Administrators can execute all documents to remove that Director or Officer as a director or officer of the Company _ , v.13 11

20 Deed of Company Arrangement 9 Carrying on the Business of the Company 9.1 Subject always to the terms of this DOCA, the Company may carry on the Business, including the granting of any security over the Assets of the Company. 9.2 For the avoidance of doubt, nothing in clause 9.1 shall permit the Company to grant any security over the Funds. 9.3 The Company shall pay all Continuing Employee s wages, salaries and other entitlements out of the Assets of the Company. 9.4 The Company and its Directors shall, if requested by the Deed Administrators, certify that all Continuing Employee s entitlements have been met. 9.5 If any matter or circumstance comes to the attention of all or any of the Directors which could reasonably be considered to have a material adverse effect on: the ability of any of the persons responsible for paying the Fund to the Deed Administrators to pay the Fund punctually and completely in accordance with the terms of this DOCA or the Landau Settlement Deed; or the ability of the Company to pay its debts as and when they fall due, then the Company and its Directors shall, from time to time, immediately advise the Deed Administrators of such matter or circumstance. 10 Participating Creditors 10.1 The Participating Creditors with Admitted Claims will be entitled to participate in the distribution of the Funds as follows: the Landau Creditors with an Admitted Landau Creditors Claim will be entitled to receive payment equal to their Admitted Landau Creditors Claim to be paid by the Trustee from the Landau Creditors Trust pursuant to the Landau Creditors Trust Deed; the Ordinary Unsecured Creditors with an Admitted Ordinary Unsecured Creditors Claim will be entitled to participate in any dividend paid by the Trustee from the Ordinary Creditors Trust pro rata to the value of their Admitted Claims pursuant to the Ordinary Creditors Trust Deed; the Trust Creditors with an Admitted Trust Creditors Claim will be entitled to receive payment equal to their Admitted Trust Creditors Claim to be paid by the Trustee from the Trust Creditors Trust pursuant to the Trust Creditors Trust Deed; the Shareholder Creditors with an Admitted Shareholder Creditors Claim will be entitled to participate in any dividend paid by the Trustee from the _ , v.13 12

21 Deed of Company Arrangement Shareholder Creditors Trust pro rata to the value of their Admitted Claims pursuant to the Shareholder Creditors Trust Deed. 11 Non-participating Creditors 11.1 This DOCA binds the Non-Participating Creditors The Claims of Non-Participating Creditors are not admissible to proof under this DOCA or under the Trust Deeds Non-Participating Creditors are not entitled to participate in any payments under this Deed or any dividends declared and distributed under any Creditors Trust Deed For the avoidance of doubt, the Claims of Non-Participating Creditors will not survive the Effectuation of this DOCA. Such claims are released and discharged by the terms of this DOCA including clause 22 and are not valid nor enforceable as against the Company. 12 Moneys available for distribution to Participating Creditors 12.1 Subject to clauses 18 and 12.2 of this DOCA, the only moneys available for distribution to the Participating Creditors under this DOCA are constituted by the Funds For the avoidance of doubt, the Landau Funds are only available to be used under the terms of this DOCA if the terms of the Landau Settlement Deed are complied with by Mr Peter Neil Landau to the satisfaction of the Deed Administrators and in accordance with clause 13 of this DOCA Subject to clause 18 of this DOCA, no other moneys retained or received by the Directors or the Company are available for distribution to the Participating Creditors Subject to clauses 18 of this DOCA, for the avoidance of doubt, the Assets of the Company other than the Funds are not available for distribution to Participating Creditors. 13 Landau Settlement Deed 13.1 The terms of the Landau Settlement Deed must be complied with on or before 14 March If the terms of the Landau Settlement Deed are not complied with 14 days, then: _ , v.13 13

22 Deed of Company Arrangement If the Deed Administrators are reasonably satisfied that the Landau Settlement Deed will be complied with within a further period of not more than 10 Business Days, they may, in their absolute discretion, extend the period for payment of the Fund, for a period of not more than 10 Business Days; but If the Deed Administrators are not reasonably satisfied that the Landau Settlement Deed will be complied with within a further period of not more than 10 Business Days, then the Deed Administrators shall, at their earliest convenience, convene a meeting of the Company s creditors for the purpose of passing a resolution under section 445C(b) of the Corporations Act If the Deed Administrators exercise their discretion pursuant to clause above and extend the period for compliance with the Landau Settlement Deed and payment of the Landau Funds, then the Deed Administrators shall issue a notice to the creditors informing them accordingly If the period for payment of the Funds is extended pursuant to the terms of clause above, and if all of the Funds are not received by the Deed Administrators on or before the extended date for payment, then this DOCA will terminate and the Company will be in liquidation. 14 Payment of Remuneration and Funds from the Assets 14.1 The Deed Administrators are to pay: from the Assets their own remuneration, fees and expenses incurred in respect of: (a) (b) the administration of the Company, pursuant to their appointment under s.436a of the Corporations Act; and the preparation, stamping, execution and administration of this DOCA, pursuant to the provisions of this DOCA; the Funds into the Creditors Trust Deeds, pursuant to this DOCA and subject to clauses 4, 12.2 and 18 of this DOCA For the avoidance of doubt, in relation to the Funds the Administrators are to pay: the Landau Funds to the Trustees for distribution to the Landau Creditors in respect of the Admitted Landau Creditors Claims through the Landau Creditors Trust and pursuant to the Landau Creditors Trust Deed; the Ordinary Unsecured Fund to the Trustees for distribution to the Ordinary Unsecured Creditors in respect of the Admitted Ordinary Unsecured Creditors Claims through the Ordinary Unsecured Creditors Trust and pursuant to the Ordinary Unsecured Creditors Trust Deed; _ , v.13 14

23 Deed of Company Arrangement the Trust Fund to the Trustees for distribution to the Trust Creditors in respect of the Admitted Trust Creditors Claims through the Trust Creditors Trust and pursuant to the Trust Creditors Trust Deed; and the Shareholder Fund to the Trustees for distribution to the Shareholder Creditors in respect of the Admitted Shareholder Creditors Claims through the Shareholder Creditors Trust and pursuant to the Shareholder Creditors Trust Deed The Deed Administrators are to pay the Trustees remuneration and expenses out of the Assets pursuant to the Creditors Trust Deeds. 15 Making Claims 15.1 Participating Creditors may submit, and the Deed Administrators may (in their absolute discretion) adjudicate upon proofs of debt in relation to their Claim by a date to be fixed, no later than the Termination Date. 16 Ascertaining Claims 16.1 For the purposes of this DOCA, the Admitted Landau Creditors Claims will be limited to the amounts specified in Schedule 1 of this DOCA The Administrators may determine at their sole discretion that a particular Participating Creditor s Claim other than a Landau Creditors Claim is an Ordinary Unsecured Creditor s Claim; a Trust Creditor s Claim; or a Shareholder Creditor s Claim; and whether any such Participating Creditor s Claim is an Admitted Claim under this DOCA For the avoidance of doubt, clause 16.2 applies to any Participating Creditor s Claims that are not known or specified at the time of Execution of this DOCA. 17 Parties shall enter into Creditors Trust Deeds 17.1 On the Execution Date, the Deed Administrators and the Company shall enter into the Creditors Trust Deeds _ , v.13 15

24 Deed of Company Arrangement 17.2 The Trustees shall act as trustee for each of the Admitted Creditors pursuant to the terms of the Creditors Trust Deeds Notwithstanding that the Admitted Creditors Claims are satisfied pursuant to the terms of clause 22 herein, the Admitted Creditors will maintain a right as a beneficiary under the Creditors Trust Deeds to a share of the Funds under the terms of the relevant Creditors Trust Deed The Creditors Trust Deeds shall create trusts to facilitate distribution by the Trustees to the Admitted Creditors of the Funds as set out in clause 14 of this DOCA. 18 Payment of residual 18.1 If and only if in the opinion of the Deed Administrators the condition subsequent contained in clause 4.6 of this DOCA in relation to the Recapitalisation Transaction is not and will not be satisfied, then all of the remaining Assets shall be paid into the Shareholder Creditors Trust to satisfy the Claims of the Shareholder Creditors, admitted by the Deed Administrators at their sole discretion, immediately prior to the Termination of this DOCA Subject to clause 18.1, if, after receipt of the Funds to the Trustees or satisfaction of the Shareholder Creditors Claims, any further moneys are received by the Deed Administrators, or otherwise remain with the Deed Administrators, then the Deed Administrators shall pay the residual moneys to the Company. 19 Effectuation of this DOCA 19.1 This DOCA is Effectuated when the Deed Administrators are satisfied that, the earlier of: the conditions set out in clause 4 of this DOCA are satisfied and the other provisions of this DOCA are complied with; or the Deed Administrators forming the opinion that the condition subsequent contained in clause 4.6 of this DOCA in relation to the Recapitalisation Transaction is not and will not be satisfied and completing the distribution in accordance with clauses 18.1 and (if any) 18.2 of this DOCA _ , v.13 16

25 Deed of Company Arrangement 20 Satisfaction of Claims 20.1 The satisfaction of all Creditors Claims except any Claims by the Shareholder Creditors shall occur upon payment of the Funds by the Deed Administrators to the Trustees The satisfaction of all Shareholder Creditors Claims shall occur upon Effectuation of this DOCA For the avoidance of doubt, the Pearl Vendors are Shareholder Creditors for the purposes of this DOCA. 21 Moratorium 21.1 Subject to section 444D of the Corporations Act a creditor (whether their relevant Claim is or is not admitted or established under this DOCA) must not, before the termination of this DOCA and the Creditors Trust Deeds or the appointment of a provisional liquidator or liquidator to the Company, except for the purpose and to the extent provided in this DOCA: institute or prosecute any legal proceedings in relation to any Claim; take any further step (including any step by way of legal or equitable execution) in any proceedings pending against or in relation to the Company at the Relevant Date; or commence or take any further step in any arbitration commenced prior to the Relevant Date against the Company or to which the Company is a party. 22 Discharge of debts 22.1 The Creditors accept their entitlements under this DOCA in full satisfaction and complete discharge of their Claims and if called upon to do so, shall execute and deliver to the Company such forms of release of any such Claim as the Deed Administrators require The release and discharge given to the Company by the Creditors in clause 22.1 of this DOCA will take effect from the Execution Date, but the release and discharge are subject to payment of the Funds, pursuant to clause 14 of this DOCA _ , v.13 17

26 Deed of Company Arrangement 23 Superannuation contribution debts 23.1 The Deed Administrators must determine that the whole of a debt by way of a superannuation contribution is not admissible to prove against the Company if: a debt by way of Superannuation Guarantee Charge: (a) (b) has been paid; or is, or is to be, admissible to prove against the Company; and the Deed Administrators are satisfied that the Superannuation Guarantee Charge is attributable to the whole of the first-mentioned debt The Deed Administrators must determine that a particular part of a debt by way of a superannuation contribution is not admissible to prove against the Company if: a debt by way of Superannuation Guarantee Charge: (a) (b) has been paid; or is, or is to be, admissible to prove against the Company; and the Deed Administrators are satisfied that the Superannuation Guarantee Charge is attributable to that part of the first-mentioned debt. 24 Taxation and superannuation liability 24.1 The Company shall at all times whilst this DOCA remains on foot ensure that all liabilities under the Tax Acts and Superannuation Legislation are met The Company shall at all times fully inform the Deed Administrators of any requirements to pay tax pursuant to the Tax Acts or make any payments under the Superannuation Legislation The Deed Administrators may at any time request information from the Company as to the Company s liabilities under the Tax Acts or Superannuation Legislation and payments made pursuant to the Tax Acts or Superannuation Legislation The Deed Administrators may at any time inspect the Company s records relating to the Company s liability under the Tax Acts or Superannuation Legislation and if considered necessary have the Company s books, records and accounts audited to determine the Company s actual liabilities under the Tax Acts or Superannuation Legislation Where the Deed Administrators determine that the Company is not paying any liability under the Tax Acts or Superannuation Legislation as and when the liability falls due the Deed Administrators may terminate the Deed immediately _ , v.13 18

27 Deed of Company Arrangement 25 Termination of Deed following breach 25.1 Where: the condition in clause 4.2 is not completed within 10 Business Days of Execution of this DOCA; the condition in clause 4.4 is not satisfied to the Deed Administrators satisfaction; the Deed Administrators are made aware of any substantial breach of this DOCA; an act or omission has occurred that will materially affect the likelihood of payment of the Funds to the Deed Administrators in accordance with the provisions of this DOCA including clauses 12.2 and 13; or the Deed Administrators determine that it is no longer practicable or desirable to implement this DOCA; the Deed Administrators shall: call a meeting of the creditors pursuant to section 445F of the Corporations Act to consider any proposed variation of this DOCA, or termination of this DOCA; and not less than 14 days prior to the meeting, send to each creditor of the Company a notice in accordance with section 445F(3) of the Corporations Act Where, at any meeting convened pursuant to clause above the creditors resolve to terminate the Deed and that the Company be wound up then: the Company is taken to have passed, at the time this DOCA is terminated, a special resolution under section 491 of the Corporations Act that the Company be wound up voluntarily, and to have done so without a declaration having been made and lodged under section 494 of the Corporations Act; and sub-sections 446A(3), sub-sections 446A(5) to (7) and section 446B of the Corporations Act shall apply as if the Company were being wound up under section 446A of the Corporations Act _ , v.13 19

28 Deed of Company Arrangement 26 Termination upon Effectuation of DOCA 26.1 Upon Effectuation of this DOCA pursuant to clause 19 of this DOCA the Deed Administrators must: give a certificate to that effect in writing; and must within 28 days lodge with the ASIC a notice of termination of this DOCA in the following form: We, Richard Tucker and Scott Langdon of KordaMentha of Level 10, 40 St Georges Terrace, Perth WA acting jointly and severally as Deed Administrators of the Deed of Company Arrangement executed on the day of February 2017 CERTIFY that the Deed has been wholly effectuated The execution of the notice contained in clause terminates this DOCA. 27 Deed Administrators remuneration 27.1 The Deed Administrators' remuneration and fees for services as Deed Administrators under this DOCA and for the services of the Deed Administrators between the Relevant Date and the date of Execution of this DOCA shall be calculated on the basis of time spent and to be spent by the Deed Administrators and their partners and staff, at KordaMentha s normal rates as determined from time to time, but shall not exceed the following amounts, without approval by the Court or of the creditors at a meeting of creditors: $584,869 for the period from Relevant Date to the Execution Date, exclusive of GST and disbursements; $240,000 for the period from the Execution Date until the Effectuation or Termination of this DOCA, exclusive of GST and disbursements. 28 Resignation and removal of the Deed Administrators 28.1 The appointment of the Deed Administrators may be determined by their resignation in writing signed by either of them and tendered to the Company s creditors or by a resolution at a meeting of the Company s creditors. In the event of the death of one or both of the Deed Administrators or in the event of their appointment being determined in accordance with the provisions hereof the Company s creditors shall have the power by resolution to appoint a substitute Administrator or substitute Deed Administrators to carry out their duties at a rate of remuneration not exceeding that determined to be paid to the Deed Administrators and with the powers, duties and functions of the Deed Administrators _ , v.13 20

29 Deed of Company Arrangement 28.2 Nothing in this section affects the Deed Administrators' right to remuneration pursuant to clauses 14 and 27 of this DOCA or the Deed Administrators' lien created pursuant to clause 7 of this DOCA over the Assets. 29 Schedule 8A 29.1 Unless provided for in this DOCA, Schedule 8A of the Corporations Regulations shall not apply. 30 Effect of execution 30.1 Without limiting the operation of Part 5.3A of the Corporations Act, each party who executes this DOCA is bound by its terms notwithstanding the failure of any other person named as a party to duly execute it. 31 Notice Form and delivery 31.1 A notice, consent, information or request that must or may be given or made to a party under this DOCA is only given or made if it is: delivered or posted to that party at the address stated in this DOCA; faxed to that party at the fax number stated in this DOCA; or ed to that person at the address stated in this DOCA, or at such other address, fax number or (as the case may be) that has been notified by that party to the other party in writing, from time to time. Execution of s 31.2 If notice is given by , the sending party must ensure that it is either signed by means of an electronically produced signature of a person authorised by that party to send the or states that it is being sent by a person authorised to send the on behalf of that person. Receipt and effect 31.3 A notice, consent, information or request is to be treated as given or made at the following time if it is: delivered, when it is left at the relevant address _ , v.13 21

30 Deed of Company Arrangement sent by post, 3 Business Days after it is posted sent by fax, as soon as the sender receives from the sender s fax machine a report of an error free transmission to the correct fax number sent by , as soon as it enters the recipient s information system If: a notice, consent, information or request is delivered; an error free transmission report in relation to a fax of a notice, consent, information or request is received; or the enters the recipient s information system, after the normal business hours of the party to whom it is delivered or sent, it is to be treated as having been given or made at 9.00am the next Business Day. 32 General Accumulative rights 32.1 The rights, powers and remedies provided by this DOCA are accumulative and do not exclude any rights, powers, authorities, discretions or remedies provided by Law. Time 32.2 Time is of the essence of this DOCA in all respects. Variation 32.3 This DOCA, including the schedules, can only be varied by the parties in writing, signed by all of the parties. Waiver 32.4 The fact that a party fails to do, or delays in doing, something that party is entitled to do under this DOCA does not amount to a waiver of that party s right to do it A waiver by a party is only effective if it is in writing A written waiver by a party is: only effective in relation to the particular obligation or breach in respect of which it is given; and is not to be taken as an implied waiver of: (a) any other obligation or breach; or _ , v.13 22

31 Deed of Company Arrangement (b) that obligation or breach in relation to any other occasion. Entire agreement 32.7 This DOCA contains everything that the parties have agreed on in relation to the matters it deals with. No party can rely on an earlier document, or anything said or done by another party (or a director, officer, agent or employee of that party), before this DOCA was executed. Severability 32.8 If: a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way; any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this DOCA, but the rest of this DOCA is not affected; and the removal of a clause or part of a clause under clause materially alters the commercial allocation of benefit and risk (or management of risk) under this DOCA, the parties agree to negotiate in good faith to amend or modify the terms of the document as may be necessary or desirable having regard to the original terms of the bargain and the prevailing circumstances. Further cooperation 32.9 Each party must do anything (including executing a document) another party reasonably requires in writing to give full effect to this DOCA. Relationship of the parties This DOCA does not create a partnership, agency, fiduciary or any other relationship, except the relationship of contracting parties, between the parties No party is liable for an act or omission of another party, except to the extent set out in this DOCA. Governing Law and jurisdiction This DOCA is governed by the Law of the State of Western Australia. The parties submit to the non-exclusive jurisdiction of its courts. The parties will not object to the exercise of jurisdiction by those courts on any basis. Execution of separate documents This DOCA is properly executed if each party executes this DOCA or an identical document. In the former case, this DOCA takes effect when the last party executes this DOCA. In the latter case, this DOCA takes effect when the last of the identical documents is executed Evidence of execution of this DOCA by a party may be shown by fax, or a PDF copy of this DOCA _ , v.13 23

32 Deed of Company Arrangement Third party rights A person who is not a party to this DOCA does not have any rights under or in connection with it. Exclusion of contrary legislation To the full extent permitted by Law, any legislation that adversely affects a right, remedy or obligation of a party, under or relating to this DOCA is excluded. Costs and duty The costs of and incidental to the preparation and execution of this DOCA and any duty payable on the Deed shall be paid by the Deed Administrators, who shall be indemnified out of the Fund for those costs, pursuant to clause 7 of this DOCA above. Survival Clauses 7, 14 and 27 survive the termination of this DOCA _ , v.13 24

33 Deed of Company Arrangement Execution Executed as a deed Date: 2017 Executed by ) Citation Resources Ltd ) ACN ) (Administrators Appointed) ) by its joint and several ) voluntary administrator ) Signature of Voluntary Administrator Signature of Witness Print name of Voluntary Administrator Print name of Witness Executed by Andrew Drennan as trustee for The Drennan Family Trust ) ) ) ) ) Signature of Andrew Drennan Signature of Witness Print name of Witness _ , v.13 25

34 Deed of Company Arrangement Executed by Bretnall Custodians Pty Limited (ACN ) as trustee for The Foster Family Trust in accordance with Section 127(1) of the Corporations Act 2001 by: ) ) ) ) ) Signature of Director Signature of Director/Secretary* Name of Director Name of Director/Secretary* Signature of Witness Signature of Witness Name of Witness Name of Witness *delete that which does not apply. Executed by Erasmus Technologies Pty Ltd (ACN ) in accordance with Section 127(1) of the Corporations Act 2001 by: ) ) ) ) ) Signature of Director Signature of Director/Secretary* Name of Director Name of Director/Secretary* Signature of Witness Signature of Witness Name of Witness Name of Witness *delete that which does not apply _ , v.13 26

35 Deed of Company Arrangement Executed by Camina Pty Ltd (ACN ) as trustee for the Cocks Family Trust in accordance with Section 127(1) of the Corporations Act 2001 by: ) ) ) ) ) Signature of Director Signature of Director/Secretary* Name of Director Name of Director/Secretary* Signature of Witness Signature of Witness Name of Witness Name of Witness *delete that which does not apply. EXECUTED by Ashelmeyer Pty Ltd (ACN ) as trustee for AH Nichols Family Trust in accordance with Section 127(1) of the Corporations Act 2001 by: ) ) ) ) ) Signature of Director Signature of Director/Secretary* Name of Director Name of Director/Secretary* Signature of Witness Signature of Witness Name of Witness Name of Witness *delete that which does not apply _ , v.13 27

36 Deed of Company Arrangement EXECUTED by Greenlink Pty Ltd (ACN ) in accordance with Section 127(1) of the Corporations Act 2001 by: ) ) ) ) ) Signature of Director Signature of Director/Secretary* Name of Director Name of Director/Secretary* Signature of Witness Signature of Witness Name of Witness *delete that which does not apply. Name of Witness _ , v.13 28

37 Deed of Company Arrangement Schedule 1 - Landau Creditors Landau Creditors Admitted Landau Creditors Claims IBT Holdings $380,000 Gorilla Pit Pty Ltd $215,000 Jason & Lisa Peterson ATF Peterson Super Fund $75,000 Suburban Holdings $100,000 Ian Leete $35,000 Darren Williams $39,050 International Petroleum $100,000 Tromso Pty Ltd $3,500 Mrs Janet Scott Teal $10,000 Sputz Pty Ltd $15,000 Pumpa Holdings Pty Ltd $30,000 Joluk Investments Pty Ltd $37,900 Mr Justin Graham Davies $10,000 Advance Publicity Pty Ltd $100,000 Melanie Bome $100,000 Errol & Melanie Bome ATF Bome Superannuation $100,000 Paul and Ceyna Mathews ATF The Mathews $100,000 Kedo (Aust) Pty Ltd $175,000 Stevsand Holdings Pty Ltd $45,000 S&M Fitzpatrick Pty Ltd $50,000 Robertino Galipo Atf The Rob Galipo Family Trust $100,000 Philip Galipo $25,000 Rita Galipo $15,000 Carmelo Galipo $50,000 Carmelo And Alessandra Galipo $50,000 Mial Enterprises $15,000 Gina Galipo $10,000 Total $1,985, _ , v.13 29

38 Deed of Company Arrangement Schedule 2 Ordinary Unsecured Creditors Ordinary Unsecured Creditors Grant Thornton (WA) Partnership of Level 1 10 Kings Park Rd West Perth WA 6005 Fletcher Law (ABN ) of Level 3, 45 St Georges Terrace Perth WA 6000 Turco & Co Pty Ltd (ACN ) of Level 1, 8-12 Market St, Fremantle WA 6160 Ordinary Unsecured Creditors Claims $15,318 $75,000 $35,959 Computershare Investor Services Pty Limited $ Any other Creditors Claims admitted by the Deed Administrators and deemed to be Ordinary Unsecured Creditors Claims by the Deed Administrators pursuant to clause 16 of this DOCA. TBC _ , v.13 30

39 Deed of Company Arrangement Schedule 3 Pearl Vendors The following is a list of the Pearl Vendors. Shareholder Number of Shares Held in Pearl Benjamin Doolan as trustee for BDTRR Unit Trust 1,424,553 David Bartley & Sarah Mitchell as trustee for The Bartley Family Trust Paul Stewart Dental Ceramics Pty Ltd as trustee for Paul Stewart Dental Ceramics Pty Ltd Super Fund MB And KL Brennan as trustee for The Ocean View Retirement Fund 814, , ,015 Terasse (WA) Pty Ltd as trustee for The Beach View Trust 1,082,660 Simon & Zoe Jenkins as trustee for The Jenkins Retirement Fund 407,015 Tampilo Pty Ltd as trustee for Yeo Family Trust 814,030 Elliott Yeo 81,403 Taylor-Made (WA) Pty Ltd as trustee for The Taylor Family Trust 814,030 Tand Superannuation Fund Pty Ltd 203,508 O Brien Investments Management Pty Ltd 814,030 Toltec Holdings Pty Ltd 407,015 Ferncastle Holdings Pty Ltd as trustee for The N J Pinner Superannuation Fund 407,015 Frank and Gillian Murgia 203,508 Jetland Investments Pty Ltd 162,806 Bachilton Pty Ltd 1,017,538 Paul Higgins 203,508 3 rd Reef Pty Ltd 3,000,000 Andrew Drennan as trustee for Drennan Family Trust 10,262,745 Bretnall Custodians Pty Ltd as trustee for The Foster Family Trust 14,060,448 Erasmus Technologies Pty Ltd 8,189,721 Westedge Investments Pty Ltd 4,501,636 Breemia Pty Ltd 184,425 Kedo (Aust) Pty Ltd 5,669,585 Goldzen Pty Ltd 624, _ , v.13 31

40 Deed of Company Arrangement Shareholder Golden Asset Pty Ltd as trustee for Golden Bay Superannuation Fund Number of Shares Held in Pearl 1,702,279 Paris Asset Pty Ltd 624,837 Sci-Port Pty Ltd 624,839 Paul and Celyna Mathews as trustee for The Mathews Family Trust 572,834 Camina Pty Ltd as trustee for Cocks Family Trust 612,139 Ashelmeyer Pty Ltd as trustee for AH Nichols Family Trust 306,069 Greenlink Pty Ltd as trustee for The Debsago Trust 256,794 Seamont Holdings Pty Ltd as trustee for Seamont Trust 407,015 61,270, _ , v.13 32

41 Deed of Company Arrangement Schedule 4 - Non-participating Creditors The following is a list of the Non-participating Creditors under this DOCA. Non-participating Creditors J&J Bandy Nominees (ACN ) Jameker Pty Ltd (ACN ) Empire Capital (ACN ) Egas Super Fund (ABN ) _ , v.13 33

42 Deed of Company Arrangement Schedule 5 - Recapitalisation Transaction The Recapitalisation Transaction will comprise the following steps: 1 Convene EGM of the Company: The convening by the Deed Administrators of a general meeting of the shareholders of the Company to consider the following resolutions: 1.1 the consolidation of the existing issued shares and options of the Company on the basis set out in paragraph 3; 1.2 approval for the Company to make a significant change in the nature and scale of its activities as contemplated under the Recapitalisation Transaction, including through the acquisition of the entire issued share capital of Pearl Global Pty Ltd (Pearl) as set out in paragraph 5; 1.3 approval for the issue of new shares in the Company and options to subscribe for shares in the Company as set out in paragraphs 5, 7, 8, 9, 10 and 11; 1.4 the election of new directors of the Company as determined by the Deed Administrators; and 1.5 any other resolutions necessary or desirable to implement the Recapitalisation Transaction. 2 Release and discharge from Secured Creditors: Any other party with a valid security in respect of the Company registered on the PPSR (Security Interest) discharge that Security Interest. 3 Consolidation of existing capital: Subject to the Company s shareholders passing the resolutions referred to in paragraph 1, the consolidation of the existing issued shares of the Company on the basis that every 199 existing shares be consolidated into 7 shares, and the consolidation of the existing issued options to subscribe for shares in the Company on a corresponding basis in accordance with the ASX Listing Rules (Consolidation). 4 Bonus issue of options: Subject (amongst other conditions) to the Company s shareholders passing the resolutions referred to in paragraph 1 and to the ASX granting conditional approval for the re-admission of the Company s shares and listed options to trading on the ASX (Conditional Approval), the issue (by way of bonus issue to existing shareholders of the Company) of listed options to subscribe for shares in the capital of the Company on the basis of 1 option for every 3 shares held (on a post-consolidation basis, and prior to the issue of the shares referred to in paragraphs 5, 7 and 9 below). Such options shall have an exercise price of $0.30 (on a post-consolidation basis) and shall expire 36 months from the date of issue. 5 Acquisition of Pearl: Subject (amongst other conditions) to the Company s shareholders passing the resolutions referred to in paragraph 1 and to the ASX granting Conditional Approval, the acquisition by the Company of 100% of the issued _ , v.13 34

43 Deed of Company Arrangement share capital of Pearl in consideration for the issue to the shareholders of Pearl of a total of 80,000,000 new fully-paid ordinary shares in the capital of the Company (on a post-consolidation basis). The terms and conditions upon which this acquisition is to be undertaken are to be set out in a share purchase agreement to be agreed between the Company and the shareholders of Pearl prior to convening of the general meeting of the Company s shareholders referred to in paragraph 1. 6 Grant of new intellectual property licence: The granting by Keshi Technologies Pty Ltd (Keshi) to Pearl of a new exclusive, irrevocable and perpetual worldwide licence in respect of the intellectual property for the tyre recycling technology utilised by Pearl in its business, incorporating an option for Pearl to purchase such intellectual property from Keshi. The terms and conditions of this licence are to be set out in a licence agreement to be agreed between Pearl and Keshi (and on terms satisfactory to the Company and the shareholders of Keshi) prior to the issue of the prospectus in connection with the Capital Raising and the other issues of securities contemplated by the Recapitalisation Transaction. 7 Conversion of Pearl convertible notes: Subject to the Company s shareholders passing the resolutions referred to in paragraph 1 and to the ASX granting Conditional Approval, the issue of a total of 18,718,750 new fully-paid ordinary shares in the capital of the Company (on a post-consolidation basis) to holders of the $2.995m face value of convertible notes issued by Pearl in January 2017 (Pearl Convertible Notes) upon conversion of those notes, in accordance with the note terms. 8 Issue of options to convertible noteholders: Subject to the Company s shareholders passing the resolutions referred to in paragraph 1 and to the ASX granting Conditional Approval, the issue of a total of 6,239,583 listed options to subscribe for shares in the capital of the Company (on a post-consolidation basis, and subject to rounding of fractional entitlements) to holders of the Pearl Convertible Notes. These options are to be on the same terms as those referred to in paragraph 4. 9 Issue of shares to Victor Turco, a director of the Company: Subject to the Company s shareholders passing the resolutions referred to in paragraph 1 and to the ASX granting Conditional Approval, the issue of a total of 500,000 new fully-paid ordinary shares in the capital of the Company (on a post-consolidation basis) to Victor Turco (a director of the Company) in payment for services provided to the Company. 10 Capital raising: Subject (amongst other conditions) to the Company s shareholders passing the resolutions referred to in paragraph 1 and to the ASX granting Conditional Approval, the issue under a prospectus of up to 25,000,000 new fully-paid ordinary shares in the capital of the Company (on a post-consolidation basis) at an issue price of $0.20 per share, to raise up to $5 million (Capital Raising). The Capital Raising is to incorporate a priority offer to persons who applied for shares under the Company s October 2015 offer, but who did not receive shares or a refund of the application monies. 11 Further issue of options: Subject (amongst other conditions) to the Company s shareholders passing the resolutions referred to in paragraph 1 and to the ASX _ , v.13 35

44 Deed of Company Arrangement granting Conditional Approval, the issue of up to 36,000,000 listed options to subscribe for shares in the capital of the Company (on a post-consolidation basis) to external brokers, advisers and commercial partners to be determined by the Company in consultation with the lead manager of the Capital Raising. These options are to be on the same terms as those referred to in paragraph Re-admission to quotation: The making of an application to the ASX, in accordance with the Corporations Act, for re-admission of the Company s ordinary shares and listed options (including the new shares and options to be issued as referred to in paragraphs 4, 5, 7, 8, 9, 10 and 11) to official quotation on the ASX. The Recapitalisation Transaction shall be complete upon the ASX confirming such reinstatement to official quotation _ , v.13 36

45 Deed of Company Arrangement Schedule 6 Pearl Vendor Proponents The following is a list of the Proponents of this DOCA. For the avoidance of doubt: 1 all of the Proponents are also Pearl Vendors; and 2 any Claims made by the Pearl Vendor Proponents are Shareholder Claims under the terms of this DOCA. Pearl Vendor Proponents Andrew Drennan and trustee for The Drennan Family Trust Bretnall Custodians Pty Limited (ACN ) as trustee for The Foster Family Trust Erasmus Technologies Pty Ltd (ACN ) Camina Pty Ltd (ACN ) as trustee for the Cocks Family Trust Ashelmeyer Pty Ltd (ACN ) as trustee for AH Nichols Family Trust Greenlink Pty Ltd (ACN ) _ , v.13 37

46 Deed of Company Arrangement Annexure A - Landau Creditors Trust Deed _ , v.13 38

47 Landau Creditors Trust Deed Citation Resources Ltd (ACN ) (Subject to Deed of Company Arrangement) Richard Tucker and Scott Langdon February _ , v.1

48 Landau Creditors Trust Deed Table of contents Parties 1 Background 1 1 Definitions 1 Interpretation 2 2 Commencement Date 3 3 Appointment and authority of Trustees 3 Appointment 3 Irrevocable 3 4 Declaration of trust 4 Declaration 4 5 Trustees Powers 4 6 Perpetuity period 4 7 Name of trust 4 8 Deed Administrators to pay Landau Funds 4 9 Full Entitlement to be paid 5 10 Register 5 Maintain a register 5 Register to be kept open 5 Register conclusive 5 11 Application of receipts 5 12 Timing of payment of Entitlements 6 13 Creditors not to enforce 6 14 Exclusion of liability 6 15 Trustees may resign 6 16 Meetings of Creditors 6 Procedure 6 Calling of meetings 6 Quorum 7 17 Trustees remuneration 7 18 Release of debts 7 19 Trustee s lien and indemnity 7 20 Termination of Landau Trust Deed 8 21 Notices 8 Form and delivery 8 Execution of s 8 Receipt and effect 8 22 General _ , v.1

49 Landau Creditors Trust Deed Accumulative rights 9 Time 9 Variation 9 Waiver 9 Entire agreement 9 Severability 9 Further cooperation 10 Relationship of the parties 10 Governing Law and jurisdiction 10 Execution of separate documents 10 Third party rights 10 Exclusion of contrary legislation 10 Costs 10 Survival 11 Execution 12 Schedule 1 13 List of Landau Creditors Entitlements _ , v.1

50 Landau Creditors Trust Deed Parties Trustees Company Richard Tucker and Scott Langdon Address: c/- KordaMentha, Level 10, 40 St Georges Terrace, PERTH WA Citation Resources Ltd (Subject to Deed of Company Arrangement) ACN Address: c/- KordaMentha, Level 10, 40 St Georges Terrace, PERTH WA 6000 Attention: Richard Tucker Background A B C A deed of compromise and release was entered into between the Company and Peter Neil Landau on or around December 2016 for the purposes of providing the Landau Funds to the Landau Creditors under a deed of company arrangement materially on the same terms as the DOCA (Landau Settlement Deed). On 2 February 2017 the Creditors of the Company voted in favour of executing the DOCA and also agreed that the Trustees would act as Trustees for the Landau Creditors for distribution of the Landau Funds amongst other things. The purpose of this Deed is to distribute the Landau Funds to the Admitted Landau Creditors in accordance with their respective Entitlements pursuant to the terms of the Landau Settlement Deed and the DOCA. 1 Definitions 1.1 In this Landau Trust Deed the following definitions apply: Admitted Landau Creditors Deed Administrators Assets Business Day means the Landau Creditors whose Claims have been admitted by the Deed Administrators or the Trustees. means Messrs Richard Tucker and Scott Langdon of KordaMentha of Level 10, 40 St Georges Terrace, Perth WA and their successors and assigns. means all of the assets and undertakings of the Company. means a day other than a Saturday, Sunday or public holiday in Western Australia _ , v.1 1

51 Landau Creditors Trust Deed Claim Commencement Date Creditor DOCA Entitlement Landau Funds Landau Trust Deed Law Majority Creditors means any action, demand, suit, proceeding, debt, claim, loss or other liability whatsoever and howsoever incurred arising directly or indirectly from any act or omission by the Company or by any agreement, circumstance, or event occurring on or before the Relevant Date. means the commencement date of this Landau Trust Deed as contemplated by clause 2 of this Landau Trust Deed. means any person who has a Claim against the Company being a Claim from circumstances which arose before the Relevant Date. means the deed of company arrangement entered into by the Company on or around February means the full entitlement of each Admitted Landau Creditor as set out in Schedule 1 of this Landau Trust Deed. means the sum of two million dollars ($2,000,000) to be paid by the Deed Administrators to the Trustees pursuant to the terms of the DOCA and this Landau Trust Deed. means this creditors trust deed. includes any requirement of any statute, regulation, proclamation, ordinance or by-law, present or future and whether State, Federal, local or otherwise. means 75% of the Creditors in number and value. Relevant Date means 20 September Termination Date Trustees Powers means the date of termination of this Landau Trust Deed. means the trusts, rights, powers and remedies granted by Law and exercisable by the trustee. Interpretation 1.2 In this Landau Trust Deed, unless the context otherwise requires: Headings or subheadings are for convenience only and do not affect the interpretation of any provision of this Landau Trust Deed A reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time The singular includes the plural and vice versa Words expressed in one gender include the other gender A person includes an individual, partnership, firm, company, government, joint venture, association, authority, corporation or other body corporate _ , v.1 2

52 Landau Creditors Trust Deed References to the parties, background, parts, clauses, schedules and annexures are references to the parties, background, parts, clauses, schedules and annexures to this Landau Trust Deed The expression this Landau Trust Deed includes the agreement, arrangement, understanding or transaction recorded in this Landau Trust Deed References to a party to this Landau Trust Deed include that party s executors, administrators, substitutes, successors and permitted assigns A reference to a group of people is a reference to all of them collectively and to each of them individually References to time are to time in Perth, Western Australia If the date on or by which any act must be done under this Landau Trust Deed is not a Business Day, the act must be done on or by the next Business Day A covenant or agreement made by, or for the benefit of, two or more persons binds, and is enforceable against, or may be exercised by (as the case may be), those persons jointly and each of them severally A reference to any statute or to any statutory provision includes any amendment, re-enactment or consolidation of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it $ or dollars is a reference to Australian currency A reference to a thing or an amount includes the whole or part of that thing or amount. 2 Commencement Date 2.1 This Landau Trust Deed shall come into effect and the Deed Administrators shall act as Trustees pursuant to this Landau Trust Deed upon the transfer by the Deed Administrators of the Landau Funds by the Deed Administrators to the Trustees pursuant to the terms of the DOCA. 3 Appointment and authority of Trustees Appointment 3.1 In accordance with the terms of the DOCA, each Creditor and the Company have appointed the Trustees as trustee on the terms and conditions contained in this Landau Trust Deed. Irrevocable 3.2 Subject to clause 15, the appointment of the Trustees is irrevocable prior to the payment out of the Entitlements pursuant to this Landau Trust Deed. Once the _ , v.1 3

53 Landau Creditors Trust Deed Entitlements have been distributed under this Landau Trust Deed and the Trustees and the Deed Administrators have received all costs and expenses and remuneration payable to them, this Landau Trust Deed shall be at an end. 4 Declaration of trust Declaration 4.1 The Trustees declare that the Trustees will hold the Landau Funds on trust for the Admitted Landau Creditors. 5 Trustees Powers 5.1 The Trustees are empowered by the Creditors, subject to the terms of this Landau Trust Deed, to distribute the Landau Funds to the Admitted Landau Creditors in accordance with their respective Entitlements in one or more instalments at such time as determined by the Trustees in their absolute discretion. 6 Perpetuity period 6.1 Notwithstanding any other provision of this Landau Trust Deed, each: interest in property; and Trustees powers over or in connection with property, created or granted by this Landau Trust Deed, that, but for this provision, might vest, take effect, or be exercisable, after the expiry of eighty years commencing on the date of this Landau Trust Deed: if it has not vested or taken effect by that date will vest or take effect on the last day of that period; and is exercisable only on or before the last day of that period. 7 Name of trust 7.1 The name of the trust constituted by this Landau Trust Deed is the Landau Creditors Trust. 8 Deed Administrators to pay Landau Funds 8.1 The Deed Administrators shall pay to the Trustees the Landau Funds as required by the DOCA _ , v.1 4

54 Landau Creditors Trust Deed Refund of surplus 8.2 If, following payment of everything required to be paid under this Deed, surplus funds remain in the Landau Funds, then that sum (if any) will be paid by the Trustees to the Company. 9 Full Entitlement to be paid 9.1 The Admitted Landau Creditors shall each be paid their full Entitlement by the Trustees out of the Landau Funds. 10 Register Maintain a register 10.1 The Trustees shall maintain in Perth, Western Australia, or elsewhere as the Trustees shall determine, an up-to-date register and shall enter in the register in respect of each Entitlement: the Admitted Landau Creditor s name and address; details of each Claim and Entitlement including the balance outstanding after payment of any Entitlement under this Landau Trust Deed, and Entitlements paid to each Admitted Landau Creditor pursuant to this Landau Trust Deed. Register to be kept open 10.2 The Trustees shall keep the register open at all reasonable times during business hours for the inspection of the Admitted Landau Creditors or any person authorised in writing by an Admitted Landau Creditor. Register conclusive 10.3 The register is conclusive evidence of the matters entered on the register. 11 Application of receipts 11.1 After the Trustees have paid the Admitted Landau Creditors their Entitlement, out of the Landau Funds, the Trustees shall: pay the Trustees remuneration; and pay the Trustees costs and expenses If the total of the Landau Funds exceed the total of the Entitlements and the Trustees remuneration, costs and expenses, then the Trustees shall pay any amounts in excess of the Entitlements to the Company _ , v.1 5

55 Landau Creditors Trust Deed 12 Timing of payment of Entitlements 12.1 The Trustees shall pay the Entitlements out of the Landau Funds received by them by one or more instalments, as the Trustees may determine, at such times as the Trustees in their absolute discretion decide. 13 Creditors not to enforce 13.1 A Creditor shall not take actions or steps to enforce the Creditor s rights to recover the whole or part of the Claim or Entitlement owed to the Creditor whilst the Trustees remain the Trustees for the Creditor in terms of this Landau Trust Deed. 14 Exclusion of liability 14.1 The Trustees are not liable for loss, damages, costs or expenses which may result from the exercise or attempted exercise of the Trustees powers in the absence of wilful default, fraud or gross negligence. 15 Trustees may resign 15.1 The Trustees may resign at any time by giving not less than 30 days prior notice to the Creditors and to the Company in which event the Trustees shall assign to replacement Trustees nominated by the Majority Creditors the Trustees rights under this Landau Trust Deed. 16 Meetings of Creditors Procedure 16.1 Except as expressly set out in this clause, the procedure for calling and holding of meetings of the Creditors and the Trustees shall be determined by the Trustees but so nearly as possible shall conform with the procedure as if the Trustees were the administrators of the Company and the Company the subject of the DOCA. Calling of meetings 16.2 A meeting of the Creditors and the Trustees may be convened at any time by: the Trustees; or the Majority Creditors, by giving not less than three business days notice (or such shorter period as the Trustees and the Majority Creditors may agree at the meeting) to the Trustees and each Creditor _ , v.1 6

56 Landau Creditors Trust Deed Quorum 16.3 The quorum required for a meeting of Creditors and the Trustees are: the Trustees; and five Creditors whether present in person or by proxy. 17 Trustees remuneration 17.1 The Trustees shall be entitled to be paid for time spent by them, their partners, employees and staff in the administration of this Landau Trust Deed and the exercise of the Trustees Powers, at the normal rates charged by KordaMentha from time to time, and to be paid monthly out of the moneys received by them under the terms of this Landau Trust Deed. 18 Release of debts 18.1 Payment of amounts by the Company to the Trustees under the terms of the DOCA releases the Company from the debts only to the extent as provided therein and does not release the Company from any of their obligations as provided for in the this Landau Trust Deed. 19 Trustee s lien and indemnity 19.1 The Trustees shall not be personally liable for: any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities caused by any act, omission or default by or on behalf of the Company; or any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities suffered or sustained or incurred by any Officer, shareholder or Creditor of the Company The Trustees are jointly and severally entitled to be indemnified out of the Landau Funds and the Assets of the Company as at the date of execution of this Trust: any debts for which the Trustees are liable; for the Trustees costs and expenses, and the Trustees remuneration payable under this Trust Deed The Trustees have a lien over the Landau Funds and a charge over the Assets of the Company as at the date of execution of this Trust to secure the Trustees rights of indemnity under clause 19.2 of this Landau Trust Deed The indemnity under clause 19 shall not: be affected, limited or prejudiced in any way by any irregularity, defect or invalidity in the appointment of the Trustees, and extends to all actions, _ , v.1 7

57 Landau Creditors Trust Deed suits, proceedings, accounts, liabilities, claims and demands arising in any way out of any defect in the appointment of the Trustees, the approval and execution of this Landau Trust Deed or otherwise; affect or prejudice all or any rights that the Trustees may have against the Company or any person to be indemnified against the costs, charges, expenses and liabilities incurred by the Trustees by or incidental to the exercise or performance of any of the powers or authorities conferred on the Trustees by this Deed or otherwise; or be enforceable by the Trustees if the amount owing arises out of any negligent act or omission done or omitted by the Trustees. 20 Termination of Landau Trust Deed 20.1 This Landau Trust Deed shall terminate once the Trustees in their absolute discretion determine that all distributions and payments referred to in clause 11 of this Deed have been made. 21 Notices Form and delivery 21.1 A notice, consent, information or request that must or may be given or made to a party under this Landau Trust Deed is only given or made if it is: delivered or posted to that party at the address stated in this Landau Trust Deed; faxed to that party at the fax number stated in this Landau Trust Deed; or ed to that person at the address stated in this Landau Trust Deed, or at such other address, fax number or (as the case may be) that has been notified by that party to the other party in writing, from time to time. Execution of s 21.2 If notice is given by , the sending party must ensure that it is either signed by means of an electronically produced signature of a person authorised by that party to send the or states that it is being sent by a person authorised to send the on behalf of that person. Receipt and effect 21.3 A notice, consent, information or request is to be treated as given or made at the following time if it is: delivered, when it is left at the relevant address sent by post, 3 Business Days after it is posted sent by fax, as soon as the sender receives from the sender s fax machine a report of an error free transmission to the correct fax number _ , v.1 8

58 Landau Creditors Trust Deed 21.4 If: sent by , as soon as it enters the recipient s information system a notice, consent, information or request is delivered; an error free transmission report in relation to a fax of a notice, consent, information or request is received; or the enters the recipient s information system, after the normal business hours of the party to whom it is delivered or sent, it is to be treated as having been given or made at 9.00am the next Business Day. 22 General Accumulative rights 22.1 The rights, powers and remedies provided by this Landau Trust Deed are accumulative and do not exclude any rights, powers, authorities, discretions or remedies provided by Law. Time 22.2 Time is of the essence of this Landau Trust Deed in all respects. Variation 22.3 This Landau Trust Deed, including the schedules, can only be varied by the parties in writing, signed by all of the parties. Waiver 22.4 The fact that a party fails to do, or delays in doing, something that party is entitled to do under this Landau Trust Deed does not amount to a waiver of that party s right to do it A waiver by a party is only effective if it is in writing A written waiver by a party is: Entire agreement only effective in relation to the particular obligation or breach in respect of which it is given; and is not to be taken as an implied waiver of: (a) (b) any other obligation or breach; or that obligation or breach in relation to any other occasion This Landau Trust Deed contains everything that the parties have agreed on in relation to the matters it deals with. No party can rely on an earlier document, or anything said or done by another party (or a director, officer, agent or employee of that party), before this Landau Trust Deed was executed. Severability 22.8 If: _ , v.1 9

59 Landau Creditors Trust Deed a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way; any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this Landau Trust Deed, but the rest of this Landau Trust Deed is not affected; and the removal of a clause or part of a clause under clause materially alters the commercial allocation of benefit and risk (or management of risk) under this Landau Trust Deed, the parties agree to negotiate in good faith to amend or modify the terms of the document as may be necessary or desirable having regard to the original terms of the bargain and the prevailing circumstances. Further cooperation 22.9 Each party must do anything (including executing a document) another party reasonably requires in writing to give full effect to this Landau Trust Deed. Relationship of the parties This Landau Trust Deed does not create a partnership, agency, fiduciary or any other relationship, except the relationship of contracting parties, between the parties No party is liable for an act or omission of another party, except to the extent set out in this Landau Trust Deed. Governing Law and jurisdiction This Landau Trust Deed is governed by the Law of the State of Western Australia. The parties submit to the non-exclusive jurisdiction of its courts. The parties will not object to the exercise of jurisdiction by those courts on any basis. Execution of separate documents This Landau Trust Deed is properly executed if each party executes this Landau Trust Deed or an identical document. In the former case, this Landau Trust Deed takes effect when the last party executes this Landau Trust Deed. In the latter case, this Landau Trust Deed takes effect when the last of the identical documents is executed Evidence of execution of this Landau Trust Deed by a party may be shown by fax, or a PDF copy of this Landau Trust Deed. Third party rights A person who is not a party to this Landau Trust Deed does not have any rights under or in connection with it. Exclusion of contrary legislation To the full extent permitted by Law, any legislation that adversely affects a right, remedy or obligation of a party, under or relating to this Landau Trust Deed is excluded. Costs The Company must pay all costs relating to the negotiation and execution of this Landau Trust Deed _ , v.1 10

60 Landau Creditors Trust Deed Survival Clause 19 survives the termination of this Landau Trust Deed _ , v.1 11

61 Landau Creditors Trust Deed Execution Executed as a deed Date: Executed by ) Citation Resources Ltd ) ABN ) (Subject to Deed of Company ) Arrangement) ) by one of the deed administrators ) Signature of Deed Administrator Signature of Witness Print name of Deed Administrator Print name of Witness Signed by Richard Tucker in his ) capacity as trustee of the Landau ) Trust in the presence of: ) Witness: Signature: Full Name: Address: Signed by Scott Langdon in his ) capacity as trustee of the Landau ) Trust in the presence of: ) Witness: Signature: Full Name: Address: Occupation: _ , v.1 12

62 Landau Creditors Trust Deed Schedule 1 List of Landau Creditors Entitlements Admitted Landau Creditors Entitlement IBT Holdings $380,000 Gorilla Pit Pty Ltd $215,000 Jason & Lisa Peterson ATF Peterson Super Fund $75,000 Suburban Holdings $100,000 Ian Leete $35,000 Darren Williams $39,050 International Petroleum $100,000 Tromso Pty Ltd $3,500 Mrs Janet Scott Teal $10,000 Sputz Pty Ltd $15,000 Pumpa Holdings Pty Ltd $30,000 Joluk Investments Pty Ltd $37,900 Mr Justin Graham Davies $10,000 Advance Publicity Pty Ltd $100,000 Melanie Bome $100,000 Errol & Melanie Bome ATF Bome Superannuation $100,000 Paul and Ceyna Mathews ATF The Mathews $100,000 Kedo (Aust) Pty Ltd $175,000 Stevsand Holdings Pty Ltd $45,000 S&M Fitzpatrick Pty Ltd $50,000 Robertino Galipo Atf The Rob Galipo Family Trust $100,000 Philip Galipo $25,000 Rita Galipo $15,000 Carmelo Galipo $50,000 Carmelo And Alessandra Galipo $50,000 Mial Enterprises $15,000 Gina Galipo $10,000 Total $1,985, _ , v.1 13

63 Deed of Company Arrangement Annexure B - Ordinary Unsecured Creditors Trust Deed _ , v.13 39

64 Ordinary Unsecured Creditors Trust Deed Citation Resources Ltd (ACN ) (Subject to Deed of Company Arrangement) Richard Tucker and Scott Langdon February _ , v.1

65 Ordinary Unsecured Creditor s Trust Deed Table of contents Parties 1 Background 1 1 Definitions 1 Interpretation 2 2 Commencement date 3 3 Appointment and authority of Trustees 4 Appointment 4 Irrevocable 4 4 Declaration of trust 4 5 Trustees Powers 4 6 Name of trust 4 7 Deed Administrators to pay Ordinary Unsecured Funds 4 8 Making claims 5 Entitlements 5 No Interest 5 Determining Entitlements 5 All Entitlements Rank equally 5 Entitlements to be paid proportionately 5 9 Register 6 Maintain a register 6 Register to be kept open 6 Register conclusive 6 10 Application of receipts 6 11 Timing of payment of Entitlements 6 12 Creditors not to enforce 7 13 Exclusion of liability 7 14 Trustees may resign 7 15 Meetings of Creditors 7 Procedure 7 Calling of meetings 7 Quorum 7 16 Trustees remuneration 8 17 Release of debts 8 18 Trustees lien and indemnity 8 19 Termination of Ordinary Unsecured Creditors Trust Deed 9 20 Notices 9 Form and delivery 9 Execution of s _ , v.1

66 Ordinary Unsecured Creditor s Trust Deed Receipt and effect 9 21 General 10 Accumulative rights 10 Time 10 Variation 10 Waiver 10 Entire agreement 10 Severability 10 Further cooperation 11 Relationship of the parties 11 Governing Law and jurisdiction 11 Execution of separate documents 11 Third party rights 11 Exclusion of contrary legislation 11 Costs 11 Survival 11 Execution _ , v.1

67 Creditor s Trust Deed Parties Trustees Company Richard Tucker and Scott Langdon Address: c/- KordaMentha, Level 10, 40 St Georges Terrace, PERTH WA rtucker@kordamentha.com slangdon@kordamentha.com Citation Resources Ltd (Subject to Deed of Company Arrangement) ACN Address: c/- KordaMentha, Level 10, 40 St Georges Terrace, PERTH WA 6000 Attention: Richard Tucker rtucker@kordamentha.com slangdon@kordamentha.com Background A B C The Ordinary Unsecured Creditors are Creditors of the Company. On 2 February 2017, the Creditors of the Company voted in favour of executing the DOCA and also agreed that the Trustees would act as Trustees for the Ordinary Unsecured Creditors for distribution of the Ordinary Unsecured Funds amongst other things. The purpose of this Deed is to distribute the Ordinary Unsecured Funds to the Admitted Ordinary Unsecured Creditors pursuant to the terms of the DOCA and this Trust Deed. 1 Definitions 1.1 In this Trust Deed the following definitions apply: Admitted Ordinary Unsecured Creditor Assets Business Day Claim means an Ordinary Unsecured Creditor whose Claims have been admitted by the Deed Administrators or the Trustees. means all of the assets and undertakings of the Company. means a day other than a Saturday, Sunday or public holiday in Western Australia. means any action, demand, suit, proceeding, debt, claim, loss or other liability whatsoever and howsoever incurred arising directly or indirectly from any act or omission by the Company or by any agreement, circumstance, or event occurring on or before the Relevant Date _ , v.1 1

68 Creditor s Trust Deed Company Commencement Date Creditor DOCA Deed Administrators Entitlement Law Majority Creditors Ordinary Unsecured Funds Ordinary Unsecured Creditors Relevant Date Termination Date Trustees Powers Trust Deed Interpretation means Citation Resources Ltd (Subject to Deed of Company Arrangement) (ACN ) of c/- KordaMentha, Level 10, 40 St Georges Terrace, Perth WA means the commencement date of this Trust Deed as contemplated by clause 2 of this Trust Deed. means any person who has a Claim against the Company being a Claim from circumstances which arose before the Relevant Date, but does not include the Directors, any entity which is a related entity to the Company or to the Directors within the meaning of sections 9 and 50 of the Corporations Law. means the deed of company arrangement entered into by the Company in February means Messrs Richard Tucker and Scott Langdon of KordaMentha of Level 10, 40 St Georges Terrace, Perth WA and their successors and assigns. means the entitlement of each Ordinary Unsecured Creditor determined pursuant to clause Error! Reference source not found. herein. includes any requirement of any statute, regulation, proclamation, ordinance or by-law, present or future and whether State, Federal, local or otherwise. means 75% of the Creditors in number and value. means the sum of one hundred and twenty-seven thousand eight hundred and eighty dollars ($127,880). means that term as defined in the DOCA. means the date of appointment of the voluntary administrators of the Company being 20 September means the date of termination of this Trust Deed. means the trusts, rights, powers and remedies granted by Law and exercisable by the trustee. means this trust deed. 1.2 In this Trust Deed, unless the context otherwise requires: Headings or subheadings are for convenience only and do not affect the interpretation of any provision of this Trust Deed _ , v.1 2

69 Creditor s Trust Deed A reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time The singular includes the plural and vice versa Words expressed in one gender include the other gender A person includes an individual, partnership, firm, company, government, joint venture, association, authority, corporation or other body corporate References to the parties, background, parts, clauses, schedules and annexures are references to the parties, background, parts, clauses, schedules and annexures to this Trust Deed The expression this Trust Deed includes the agreement, arrangement, understanding or transaction recorded in this Trust Deed References to a party to this Trust Deed include that party s executors, administrators, substitutes, successors and permitted assigns A reference to a group of people is a reference to all of them collectively and to each of them individually References to time are to time in Perth, Western Australia If the date on or by which any act must be done under this Trust Deed is not a Business Day, the act must be done on or by the next Business Day A covenant or agreement made by, or for the benefit of, two or more persons binds, and is enforceable against, or may be exercised by (as the case may be), those persons jointly and each of them severally A reference to any statute or to any statutory provision includes any amendment, re-enactment or consolidation of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it $ or dollars is a reference to Australian currency A reference to a thing or an amount includes the whole or part of that thing or amount. 2 Commencement date 2.1 This Ordinary Unsecured Trust Deed shall come into effect and the Deed Administrators shall act as Trustees pursuant to this Trust Deed upon the transfer of the Ordinary Unsecured Funds by the Deed Administrators to the Trustees pursuant to the terms of the DOCA _ , v.1 3

70 Creditor s Trust Deed 3 Appointment and authority of Trustees Appointment 3.1 In accordance with the terms of the DOCA, each Creditor and the Company have appointed the Trustees as the trustee on the terms and conditions contained in this Trust Deed. Irrevocable 3.2 Subject to clause 14, the appointment of the Trustees is irrevocable prior to the payment out of the Ordinary Unsecured Funds pursuant to this Trust Deed. Once the Entitlements have been distributed under this Trust Deed and the Trustees and the Deed Administrators have received all costs and expenses and remuneration payable to them, this Trust Deed shall be at an end. 4 Declaration of trust 4.1 The Trustees declare that the Trustees will hold the Ordinary Unsecured Funds on trust for the Creditors. 5 Trustees Powers 5.1 The Trustees are empowered by the Creditors, subject to the terms of this Trust Deed, to distribute the Ordinary Unsecured Funds to the Ordinary Unsecured Creditors in one or more instalments at such time as determined by the Trustees in their absolute discretion. 6 Name of trust 6.1 The name of the trust constituted by this Trust Deed is the Ordinary Unsecured Creditors Trust. 7 Deed Administrators to pay Ordinary Unsecured Funds 7.1 The Deed Administrators shall pay to the Trustees the Ordinary Unsecured Funds as required by the DOCA _ , v.1 4

71 Creditor s Trust Deed 8 Making claims Entitlements 8.1 Each Ordinary Unsecured Creditor is entitled to its Entitlement as determined in accordance with the terms of this Deed. No Interest 8.2 Interest does not accrue, and is not payable, in respect of any Ordinary Unsecured Creditor s Entitlements. Determining Entitlements 8.3 The Trustees shall consider the Claims of each of the Ordinary Unsecured Creditors for the purpose of determining the Ordinary Unsecured Creditors Entitlements under this Trust Deed at their absolute discretion. 8.4 For the purpose of determining a Ordinary Unsecured Creditor s Claim, Regulations to of the Corporations Regulations shall apply to this Deed. 8.5 Sub-divisions A to E of Division 6 of Part 5.6 of the Corporations Act will apply subject to any modifications by this Deed to the admission of Ordinary Unsecured Creditor s Claims under this Deed. 8.6 Participating Creditors must submit, and the Trustees shall adjudicate upon proofs of debt in relation to their Ordinary Unsecured Creditor s Claims by a date to be fixed by the Trustees. 8.7 Where any provision of the Corporations Act or Corporations Regulations is incorporated into or is said to apply to this Deed, that provision is incorporated into or applies to this Deed with all modifications as are necessary to give effect to this Deed, and as if references to the 'liquidator', 'provisional liquidator', 'administrator' or the like, were references to the 'Trustee', and references to 'winding up' were references to the arrangement effected by this Deed. All Entitlements Rank equally 8.8 All Entitlements shall rank equally. Entitlements to be paid proportionately 8.9 If the Ordinary Unsecured Funds are insufficient to meet all Entitlements in full then the Ordinary Unsecured Funds shall be paid proportionately notwithstanding: the Entitlements arose at different times; or the Entitlements: (a) (b) are in respect of obligations or liabilities in different currencies; or are subject to different terms and conditions _ , v.1 5

72 Creditor s Trust Deed 9 Register Maintain a register 9.1 The Trustees shall maintain in Perth, Western Australia, or elsewhere as the Trustees shall determine, an up-to-date register and shall enter in the register in respect of each Entitlement: the Ordinary Unsecured Creditor s name and address; details of each Claim and Entitlement including the balance outstanding after payment of any amount under this Trust Deed, and amounts paid to each Ordinary Unsecured Creditor pursuant to this Trust Deed. Register to be kept open 9.2 The Trustees shall keep the register open at all reasonable times during business hours for the inspection of Ordinary Unsecured Creditors or any person authorised in writing by an Ordinary Unsecured Creditor. Register conclusive 9.3 The register is conclusive evidence of the matters entered on the register. 10 Application of receipts 10.1 After the Trustees have: paid the Trustees remuneration; paid the Trustees costs and expenses; in their discretion, made provision for estimated further Trustees remuneration and Trustees costs and expenses, the Trustees shall pay the Ordinary Unsecured Funds to each Ordinary Unsecured Creditor up to a maximum of the Ordinary Unsecured Creditors Entitlement If the total of the Ordinary Unsecured Funds exceeds the total of the amounts referred to in clause 10.1 above, then the Trustees shall pay any amounts in excess of the Entitlements to the Company. 11 Timing of payment of Entitlements 11.1 The Trustees shall pay the Entitlements out of the Ordinary Unsecured Funds received by them by one or more instalments, as the Trustees may determine, at such times as the Trustees in their absolute discretion decide _ , v.1 6

73 Creditor s Trust Deed 12 Creditors not to enforce 12.1 A Creditor shall not take actions or steps to enforce the Creditor s rights to recover the whole or part of the Claim or Entitlement owed to the Creditor whilst the Trustees remain the Trustees for the Creditor in terms of this Trust Deed. 13 Exclusion of liability 13.1 The Trustees are not liable for loss, damages, costs or expenses which may result from the exercise or attempted exercise of the Trustees powers in the absence of wilful default, fraud or gross negligence. 14 Trustees may resign 14.1 The Trustees may resign at any time by giving not less than 30 days prior notice to the Ordinary Unsecured Creditors and to the Company in which event the Trustees shall assign to replacement Trustees nominated by the Majority Creditors the Trustees rights under this Trust Deed. 15 Meetings of Creditors Procedure 15.1 Except as expressly set out in this clause, the procedure for calling and holding of meetings of the Ordinary Unsecured Creditors and the Trustees shall be determined by the Trustees but so nearly as possible shall conform with the procedure as if the Trustees were the administrators of the Company and the Company the subject of the DOCA. Calling of meetings 15.2 A meeting of the Ordinary Unsecured Creditors and the Trustees may be convened at any time by the Trustees by giving not less than three business days notice to each Ordinary Unsecured Creditor. Quorum 15.3 The quorum required for a meeting of Ordinary Creditors and the Trustees are: the Trustees; and three Ordinary Unsecured Creditors whether present in person or by proxy _ , v.1 7

74 Creditor s Trust Deed 16 Trustees remuneration 16.1 The Trustees shall be entitled to be paid for time spent by them, their partners, employees and staff in the administration of this Trust Deed and the exercise of the Trustees Powers, at the normal rates charged by KordaMentha from time to time, and to be paid monthly out of the moneys received by them under the terms of this Trust Deed. 17 Release of debts 17.1 Payment of amounts by the Company to the Trustees under the terms of the DOCA releases the Company from the debts only to the extent as provided therein and does not release the Company from any of their obligations as provided for in the this Trust Deed. 18 Trustees lien and indemnity 18.1 The Trustees shall not be personally liable for: any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities caused by any act, omission or default by or on behalf of the Company; or any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities suffered or sustained or incurred by any Officer, shareholder or Creditor of the Company The Trustees are jointly and severally entitled to be indemnified out of the Ordinary Unsecured Funds and the Assets of the Company as at the date of execution of this Trust: any debts for which the Trustees are liable; for the Trustees costs and expenses, and the Trustees remuneration payable under this Trust Deed The Trustees have a lien over the Ordinary Unsecured Funds and a charge over the Assets of the Company as at the date of execution of this Trust to secure the Trustees rights of indemnity under clause 18.2 of this Trust Deed The indemnity under clause 18.2 shall not: be affected, limited or prejudiced in any way by any irregularity, defect or invalidity in the appointment of the Trustees, and extends to all actions, suits, proceedings, accounts, liabilities, claims and demands arising in any way out of any defect in the appointment of the Trustees, the approval and execution of this Trust Deed or otherwise; affect or prejudice all or any rights that the Trustees may have against the Company or any person to be indemnified against the costs, charges, expenses and liabilities incurred by the Trustees by or incidental to the _ , v.1 8

75 Creditor s Trust Deed exercise or performance of any of the powers or authorities conferred on the Trustees by this Deed or otherwise; or be enforceable by the Trustees if the amount owing arises out of any negligent act or omission done or omitted by the Trustees. 19 Termination of Ordinary Unsecured Creditors Trust Deed 19.1 This Trust Deed shall terminate upon: payment of all of the amounts referred to in clause 10 of this Trust Deed; or the Trustees forming the view in their sole discretion that the Trust Deed ought be terminated and providing written notice of the same. 20 Notices Form and delivery 20.1 A notice, consent, information or request that must or may be given or made to a party under this Trust Deed is only given or made if it is: delivered or posted to that party at the address stated in this Trust Deed; faxed to that party at the fax number stated in this Trust Deed; or ed to that person at the address stated in this Trust Deed, or at such other address, fax number or (as the case may be) that has been notified by that party to the other party in writing, from time to time. Execution of s 20.2 If notice is given by , the sending party must ensure that it is either signed by means of an electronically produced signature of a person authorised by that party to send the or states that it is being sent by a person authorised to send the on behalf of that person. Receipt and effect 20.3 A notice, consent, information or request is to be treated as given or made at the following time if it is: 20.4 If: delivered, when it is left at the relevant address sent by post, 3 Business Days after it is posted sent by fax, as soon as the sender receives from the sender s fax machine a report of an error free transmission to the correct fax number sent by , as soon as it enters the recipient s information system a notice, consent, information or request is delivered; _ , v.1 9

76 Creditor s Trust Deed an error free transmission report in relation to a fax of a notice, consent, information or request is received; or the enters the recipient s information system, after the normal business hours of the party to whom it is delivered or sent, it is to be treated as having been given or made at 9.00am the next Business Day. 21 General Accumulative rights 21.1 The rights, powers and remedies provided by this Trust Deed are accumulative and do not exclude any rights, powers, authorities, discretions or remedies provided by Law. Time 21.2 Time is of the essence of this Trust Deed in all respects. Variation 21.3 This Trust Deed, including the schedules, can only be varied by the parties in writing, signed by all of the parties. Waiver 21.4 The fact that a party fails to do, or delays in doing, something that party is entitled to do under this Trust Deed does not amount to a waiver of that party s right to do it A waiver by a party is only effective if it is in writing A written waiver by a party is: Entire agreement only effective in relation to the particular obligation or breach in respect of which it is given; and is not to be taken as an implied waiver of: (a) (b) any other obligation or breach; or that obligation or breach in relation to any other occasion This Trust Deed contains everything that the parties have agreed on in relation to the matters it deals with. No party can rely on an earlier document, or anything said or done by another party (or a director, officer, agent or employee of that party), before this Trust Deed was executed. Severability 21.8 If: a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way; _ , v.1 10

77 Creditor s Trust Deed any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this Trust Deed, but the rest of this Trust Deed is not affected; and the removal of a clause or part of a clause under clause materially alters the commercial allocation of benefit and risk (or management of risk) under this Trust Deed, the parties agree to negotiate in good faith to amend or modify the terms of the document as may be necessary or desirable having regard to the original terms of the bargain and the prevailing circumstances. Further cooperation 21.9 Each party must do anything (including executing a document) another party reasonably requires in writing to give full effect to this Trust Deed. Relationship of the parties This Trust Deed does not create a partnership, agency, fiduciary or any other relationship, except the relationship of contracting parties, between the parties No party is liable for an act or omission of another party, except to the extent set out in this Trust Deed. Governing Law and jurisdiction This Trust Deed is governed by the Law of the State of Western Australia. The parties submit to the non-exclusive jurisdiction of its courts. The parties will not object to the exercise of jurisdiction by those courts on any basis. Execution of separate documents This Trust Deed is properly executed if each party executes this Trust Deed or an identical document. In the former case, this Trust Deed takes effect when the last party executes this Trust Deed. In the latter case, this Trust Deed takes effect when the last of the identical documents is executed Evidence of execution of this Trust Deed by a party may be shown by fax, or a PDF copy of this Trust Deed. Third party rights A person who is not a party to this Trust Deed does not have any rights under or in connection with it. Exclusion of contrary legislation To the full extent permitted by Law, any legislation that adversely affects a right, remedy or obligation of a party, under or relating to this Trust Deed is excluded. Costs Except as otherwise agreed by the parties in writing, each party must pay its own costs in relation to preparing, negotiating and executing this Trust Deed and any document related to this Trust Deed. Survival Clause 16 survives the termination of this Trust Deed _ , v.1 11

78 Creditor s Trust Deed Execution Executed as a deed Date: Executed by ) Citation Resources Ltd ) ABN ) (Subject to Deed of Company ) Arrangement) ) by one of the deed administrators ) Signature of Deed Administrator Signature of Witness Print name of Deed Administrator Print name of Witness Signed by Richard Tucker in his ) capacity as trustee of the Ordinary ) Unsecured Creditors Trust ) Trust in the presence of: ) Witness: Signature: Full Name: Address: Signed by Scott Langdon in his ) capacity as trustee of the Ordinary ) Unsecured Creditors Trust ) Trust in the presence of: ) Witness: Signature: Full Name: Address: Occupation: _ , v.1 12

79 Deed of Company Arrangement Annexure C - Trust Creditors Trust Deed _ , v.13 40

80 Trust Creditors Trust Deed Citation Resources Ltd (ACN ) (Subject to Deed of Company Arrangement) Richard Tucker and Scott Langdon February _ , v.3

81 Trust Creditors Trust Deed Table of contents Parties 1 Background 1 1 Definitions 1 Interpretation 2 2 Commencement date 3 3 Appointment and authority of Trustees 3 Appointment 3 Irrevocable 3 4 Declaration of trust 4 5 Trustees Powers 4 6 Name of trust 4 7 Deed Administrators to pay Trust Funds 4 8 Making claims 4 Entitlements 4 No Interest 4 Determining Entitlements 4 All Entitlements Rank equally 5 Entitlements to be paid proportionately 5 Refund of surplus 5 9 Register 5 Maintain a register 5 Register to be kept open 5 Register conclusive 6 10 Application of receipts 6 11 Timing of payment of Entitlements 6 12 Creditors not to enforce 6 13 Exclusion of liability 6 14 Trustees may resign 6 15 Meetings of Creditors 7 Procedure 7 Calling of meetings 7 Quorum 7 16 Trustees remuneration 7 17 Release of debts 7 18 Trustees lien and indemnity 7 19 Termination of Trust Creditors Trust Deed 8 20 Notices 8 Form and delivery _ , v.3

82 Trust Creditors Trust Deed Execution of s 9 Receipt and effect 9 21 General 9 Accumulative rights 9 Time 9 Variation 9 Waiver 9 Entire agreement 10 Severability 10 Further cooperation 10 Relationship of the parties 10 Governing Law and jurisdiction 10 Execution of separate documents 10 Third party rights 11 Exclusion of contrary legislation 11 Costs 11 Survival 11 Execution _ , v.3

83 Trust Creditors Trust Deed Parties Trustees Company Richard Tucker and Scott Langdon Address: c/- KordaMentha, Level 10, 40 St Georges Terrace, PERTH WA Citation Resources Ltd (Subject to Deed of Company Arrangement) ACN Address: c/- KordaMentha, Level 10, 40 St Georges Terrace, PERTH WA 6000 Attention: Richard Tucker Background A B C The Trust Creditors are Creditors of the Company. On 2 February 2017, the Creditors of the Company voted in favour of executing the DOCA and also agreed that the Trustees would act as Trustees for the Trust Creditors for distribution of the Trust Funds amongst other things. The purpose of this Deed is to distribute the Trust Funds to the Admitted Trust Creditors pursuant to the terms of the DOCA and this Trust Deed. 1 Definitions 1.1 In this Trust Deed the following definitions apply: Admitted Trust Creditors Assets Business Day Claim Company means the Trust Creditors whose Claims have been admitted by the Deed Administrators or the Trustees. means all of the assets and undertakings of the Company. means a day other than a Saturday, Sunday or public holiday in Western Australia. means any action, demand, suit, proceeding, debt, claim, loss or other liability whatsoever and howsoever incurred arising directly or indirectly from any act or omission by the Company or by any agreement, circumstance, or event occurring on or before the Relevant Date. means Citation Resources Ltd (Subject to Deed of Company Arrangement) (ACN ) of c/- KordaMentha, Level 10, 40 St Georges Terrace, Perth WA _ , v.3 1

84 Trust Creditors Trust Deed Commencement Date Creditor DOCA Deed Administrators Entitlement Law Majority Creditors Relevant Date Trust Creditor Trust Deed Trustees Powers Trust Funds Interpretation means the commencement date of this Trust Deed as contemplated by clause 2 of this Trust Deed. means any person who has a Claim against the Company being a Claim from circumstances which arose before the Relevant Date, but does not include the Directors, any entity which is a related entity to the Company or to the Directors within the meaning of sections 9 and 50 of the Corporations Law. means the deed of company arrangement entered into by the Company in February means Messrs Richard Tucker and Scott Langdon of KordaMentha of Level 10, 40 St Georges Terrace, Perth WA and their successors and assigns. means the entitlement of a Trust Creditor being an amount equal to the full Admitted Trust Creditor s Claim pursuant to this Trust Deed and the DOCA. includes any requirement of any statute, regulation, proclamation, ordinance or by-law, present or future and whether State, Federal, local or otherwise. means 75% of the Creditors in number and value. means the date of appointment of the voluntary administrators of the Company being 20 September means Trust Creditor as defined in the DOCA. means this trust deed. means the trusts, rights, powers and remedies granted by Law and exercisable by the trustee. means an amount equal to any and all Admitted Trust Creditors Claims plus an amount equal to the Trustees estimate of the Trustees remuneration payable pursuant to clause In this Trust Deed, unless the context otherwise requires: Headings or subheadings are for convenience only and do not affect the interpretation of any provision of this Trust Deed A reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time The singular includes the plural and vice versa Words expressed in one gender include the other gender _ , v.3 2

85 Trust Creditors Trust Deed A person includes an individual, partnership, firm, company, government, joint venture, association, authority, corporation or other body corporate References to the parties, background, parts, clauses, schedules and annexures are references to the parties, background, parts, clauses, schedules and annexures to this Trust Deed The expression this Trust Deed includes the agreement, arrangement, understanding or transaction recorded in this Trust Deed References to a party to this Trust Deed include that party s executors, administrators, substitutes, successors and permitted assigns A reference to a group of people is a reference to all of them collectively and to each of them individually References to time are to time in Perth, Western Australia If the date on or by which any act must be done under this Trust Deed is not a Business Day, the act must be done on or by the next Business Day A covenant or agreement made by, or for the benefit of, two or more persons binds, and is enforceable against, or may be exercised by (as the case may be), those persons jointly and each of them severally A reference to any statute or to any statutory provision includes any amendment, re-enactment or consolidation of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it $ or dollars is a reference to Australian currency A reference to a thing or an amount includes the whole or part of that thing or amount. 2 Commencement date 2.1 This Trust Deed shall come into effect and the Deed Administrators shall act as Trustees pursuant to this Trust Deed upon the transfer of the Trust Funds by the Deed Administrators to the Trustees pursuant to the terms of the DOCA. 3 Appointment and authority of Trustees Appointment 3.1 In accordance with the terms of the DOCA, each Creditor and the Company have appointed the Trustees as the trustee on the terms and conditions contained in this Trust Deed. Irrevocable 3.2 Subject to clause 14, the appointment of the Trustees is irrevocable prior to the payment out of the Trust Funds pursuant to this Trust Deed. Once the Entitlements have been distributed under this Trust Deed and the Trustees and the Deed _ , v.3 3

86 Trust Creditors Trust Deed Administrators have received all costs and expenses and remuneration payable to them, this Trust Deed shall be at an end. 4 Declaration of trust 4.1 The Trustees declare that the Trustees will hold the Trust Funds on trust for the Admitted Trust Creditors. 5 Trustees Powers 5.1 The Trustees are empowered by the Creditors, subject to the terms of this Trust Deed, to distribute the Trust Funds to the Trust Creditors in one or more instalments at such time as determined by the Trustees in their absolute discretion. 6 Name of trust 6.1 The name of the trust constituted by this Trust Deed is the Trust Creditors Trust. 7 Deed Administrators to pay Trust Funds 7.1 The Deed Administrators shall pay to the Trustees the Trust Funds as required by the DOCA. 8 Making claims Entitlements 8.1 Each Trust Creditor is entitled to its Entitlement as determined in accordance with the terms of this Deed. No Interest 8.2 Interest does not accrue, and is not payable, in respect of any Trust Creditor s Entitlements. Determining Entitlements 8.3 The Trustees shall consider the Claims of each of the Trust Creditors for the purpose of determining the Trust Creditors Entitlements under this Trust Deed at their absolute discretion. 8.4 For the purpose of determining a Trust Creditor s Claim, Regulations to of the Corporations Regulations shall apply to this Deed _ , v.3 4

87 Trust Creditors Trust Deed 8.5 Sub-divisions A to E of Division 6 of Part 5.6 of the Corporations Act will apply subject to any modifications by this Deed to the admission of Trust Creditor s Claims under this Deed. 8.6 Participating Creditors must submit, and the Trustees shall adjudicate upon proofs of debt in relation to their Trust Creditor s Claims by a date to be fixed by the Trustees. 8.7 Where any provision of the Corporations Act or Corporations Regulations is incorporated into or is said to apply to this Deed, that provision is incorporated into or applies to this Deed with all modifications as are necessary to give effect to this Deed, and as if references to the 'liquidator', 'provisional liquidator', 'administrator' or the like, were references to the 'Trustee', and references to 'winding up' were references to the arrangement effected by this Deed. All Entitlements Rank equally 8.8 All Entitlements shall rank equally. Entitlements to be paid proportionately 8.9 If the Trust Funds are insufficient to meet all Entitlements in full, then the Trust Funds shall be paid proportionately notwithstanding: the Entitlements arose at different times; or the Entitlements: Refund of surplus (a) (b) are in respect of obligations or liabilities in different currencies; or are subject to different terms and conditions If, following payment of everything required to be paid under this Deed, surplus funds remain in the Trust Funds, then that sum (if any) will be paid by the Trustees to the Company. 9 Register Maintain a register 9.1 The Trustees shall maintain in Perth, Western Australia, or elsewhere as the Trustees shall determine, an up-to-date register and shall enter in the register in respect of each Entitlement: the Trust Creditor s name and address; details of each Claim and Entitlement including the balance outstanding after payment of any amount under this Trust Deed, and amounts paid to each Trust Creditor pursuant to this Trust Deed. Register to be kept open 9.2 The Trustees shall keep the register open at all reasonable times during business hours for the inspection of Trust Creditors or any person authorised in writing by a Trust Creditor _ , v.3 5

88 Trust Creditors Trust Deed Register conclusive 9.3 The register is conclusive evidence of the matters entered on the register. 10 Application of receipts 10.1 The Trustees shall pay the Trust Funds to each Trust Creditor up to a maximum of the Trust Creditor s Entitlement After the Trustees have paid the Trust Creditors Entitlements pursuant to clause 10.1 of this Trust Deed, the Trustees may: pay the Trustees remuneration; pay the Trustees costs and expenses; and in their discretion, make provision for estimated further Trustees remuneration and Trustees costs and expenses If the total of the Trust Funds exceeds the total of the amounts referred to in clause 10.1, then the Trustees shall pay any amounts in excess of the Entitlements to the Company. 11 Timing of payment of Entitlements 11.1 The Trustees shall pay the Entitlements out of the Trust Funds received by them by one or more instalments, as the Trustees may determine, at such times as the Trustees in their absolute discretion decide. 12 Creditors not to enforce 12.1 A Creditor shall not take actions or steps to enforce the Creditor s rights to recover the whole or part of the Claim or Entitlement owed to the Creditor whilst the Trustees remain the Trustees for the Creditor in terms of this Trust Deed. 13 Exclusion of liability 13.1 The Trustees are not liable for loss, damages, costs or expenses which may result from the exercise or attempted exercise of the Trustees powers in the absence of wilful default, fraud or gross negligence. 14 Trustees may resign 14.1 The Trustees may resign at any time by giving not less than 30 days prior notice to the Trust Creditors and to the Company in which event the Trustees shall assign to _ , v.3 6

89 Trust Creditors Trust Deed replacement Trustees nominated by the Majority Creditors the Trustees rights under this Trust Deed. 15 Meetings of Creditors Procedure 15.1 Except as expressly set out in this clause, the procedure for calling and holding of meetings of the Trust Creditors and the Trustees shall be determined by the Trustees but so nearly as possible shall conform with the procedure as if the Trustees were the administrators of the Company and the Company the subject of the DOCA. Calling of meetings 15.2 A meeting of the Trust Creditors and the Trustees may be convened at any time by the Trustees by giving not less than three business days notice to each Trust Creditor. Quorum 15.3 The quorum required for a meeting of Trust Creditors and the Trustees are: the Trustees; and all of the Admitted Trust Creditors whether present in person or by proxy. 16 Trustees remuneration 16.1 The Trustees shall be entitled to be paid for time spent by them, their partners, employees and staff in the administration of this Trust Deed and the exercise of the Trustees Powers, at the normal rates charged by KordaMentha from time to time, and to be paid monthly out of the moneys received by them under the terms of this Trust Deed. 17 Release of debts 17.1 Payment of amounts by the Company to the Trustees under the terms of the DOCA releases the Company from the debts only to the extent as provided therein and does not release the Company from any of their obligations as provided for in the this Trust Deed. 18 Trustees lien and indemnity 18.1 The Trustees shall not be personally liable for: any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities caused by any act, omission or default by or on behalf of the Company; or _ , v.3 7

90 Trust Creditors Trust Deed any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities suffered or sustained or incurred by any Officer, shareholder or Creditor of the Company The Trustees are jointly and severally entitled to be indemnified out of the Trust Funds and the Assets of the Company as at the date of execution of this Trust: any debts for which the Trustees are liable; for the Trustees costs and expenses, and the Trustees remuneration payable under this Trust Deed The Trustees have a lien over the Trust Funds and a charge over the Assets of the Company as at the date of execution of this Trust to secure the Trustees rights of indemnity under clause 18.2 of this Trust Deed The indemnity under clause 18.2 shall not: be affected, limited or prejudiced in any way by any irregularity, defect or invalidity in the appointment of the Trustees, and extends to all actions, suits, proceedings, accounts, liabilities, claims and demands arising in any way out of any defect in the appointment of the Trustees, the approval and execution of this Trust Deed or otherwise; affect or prejudice all or any rights that the Trustees may have against the Company or any person to be indemnified against the costs, charges, expenses and liabilities incurred by the Trustees by or incidental to the exercise or performance of any of the powers or authorities conferred on the Trustees by this Deed or otherwise; or be enforceable by the Trustees if the amount owing arises out of any negligent act or omission done or omitted by the Trustees. 19 Termination of Trust Creditors Trust Deed 19.1 This Trust Deed shall terminate upon: payment of all of the amounts referred to in clause 10 of this Trust Deed under this Trust Deed; or the Trustees forming the view in their sole discretion that the Trust Deed ought be terminated and providing written notice of the same to the Trust Creditors. 20 Notices Form and delivery 20.1 A notice, consent, information or request that must or may be given or made to a party under this Trust Deed is only given or made if it is: delivered or posted to that party at the address stated in this Trust Deed; _ , v.3 8

91 Trust Creditors Trust Deed faxed to that party at the fax number stated in this Trust Deed; or ed to that person at the address stated in this Trust Deed, or at such other address, fax number or (as the case may be) that has been notified by that party to the other party in writing, from time to time. Execution of s 20.2 If notice is given by , the sending party must ensure that it is either signed by means of an electronically produced signature of a person authorised by that party to send the or states that it is being sent by a person authorised to send the on behalf of that person. Receipt and effect 20.3 A notice, consent, information or request is to be treated as given or made at the following time if it is: 20.4 If: delivered, when it is left at the relevant address sent by post, 3 Business Days after it is posted sent by fax, as soon as the sender receives from the sender s fax machine a report of an error free transmission to the correct fax number sent by , as soon as it enters the recipient s information system a notice, consent, information or request is delivered; an error free transmission report in relation to a fax of a notice, consent, information or request is received; or the enters the recipient s information system, after the normal business hours of the party to whom it is delivered or sent, it is to be treated as having been given or made at 9.00am the next Business Day. 21 General Accumulative rights 21.1 The rights, powers and remedies provided by this Trust Deed are accumulative and do not exclude any rights, powers, authorities, discretions or remedies provided by Law. Time 21.2 Time is of the essence of this Trust Deed in all respects. Variation 21.3 This Trust Deed, including the schedules, can only be varied by the parties in writing, signed by all of the parties. Waiver 21.4 The fact that a party fails to do, or delays in doing, something that party is entitled to do under this Trust Deed does not amount to a waiver of that party s right to do it _ , v.3 9

92 Trust Creditors Trust Deed 21.5 A waiver by a party is only effective if it is in writing A written waiver by a party is: only effective in relation to the particular obligation or breach in respect of which it is given; and Entire agreement is not to be taken as an implied waiver of: (a) (b) any other obligation or breach; or that obligation or breach in relation to any other occasion This Trust Deed contains everything that the parties have agreed on in relation to the matters it deals with. No party can rely on an earlier document, or anything said or done by another party (or a director, officer, agent or employee of that party), before this Trust Deed was executed. Severability 21.8 If: a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way; any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this Trust Deed, but the rest of this Trust Deed is not affected; and the removal of a clause or part of a clause under clause materially alters the commercial allocation of benefit and risk (or management of risk) under this Trust Deed, the parties agree to negotiate in good faith to amend or modify the terms of the document as may be necessary or desirable having regard to the original terms of the bargain and the prevailing circumstances. Further cooperation 21.9 Each party must do anything (including executing a document) another party reasonably requires in writing to give full effect to this Trust Deed. Relationship of the parties This Trust Deed does not create a partnership, agency, fiduciary or any other relationship, except the relationship of contracting parties, between the parties No party is liable for an act or omission of another party, except to the extent set out in this Trust Deed. Governing Law and jurisdiction This Trust Deed is governed by the Law of the State of Western Australia. The parties submit to the non-exclusive jurisdiction of its courts. The parties will not object to the exercise of jurisdiction by those courts on any basis. Execution of separate documents This Trust Deed is properly executed if each party executes this Trust Deed or an identical document. In the former case, this Trust Deed takes effect when the last _ , v.3 10

93 Trust Creditors Trust Deed party executes this Trust Deed. In the latter case, this Trust Deed takes effect when the last of the identical documents is executed Evidence of execution of this Trust Deed by a party may be shown by fax, or a PDF copy of this Trust Deed. Third party rights A person who is not a party to this Trust Deed does not have any rights under or in connection with it. Exclusion of contrary legislation To the full extent permitted by Law, any legislation that adversely affects a right, remedy or obligation of a party, under or relating to this Trust Deed is excluded. Costs Except as otherwise agreed by the parties in writing, each party must pay its own costs in relation to preparing, negotiating and executing this Trust Deed and any document related to this Trust Deed. Survival Clauses 16 survives the termination of this Trust Deed _ , v.3 11

94 Trust Creditors Trust Deed Execution Executed as a deed Date: Executed by ) Citation Resources Ltd ) ABN ) (Subject to Deed of Company ) Arrangement) ) by one of the deed administrators ) Signature of Deed Administrator Signature of Witness Print name of Deed Administrator Print name of Witness Signed by Richard Tucker in his ) capacity as trustee of the Trust ) Creditors Trust in the presence of: ) Witness: Signature: Full Name: Address: Signed by Scott Langdon in his ) capacity as trustee of the Trust ) Creditors Trust in the presence of: ) Witness: Signature: Full Name: Address: Occupation: _ , v.3 12

95 Deed of Company Arrangement Annexure D - Shareholder Creditors Trust Deed _ , v.13 41

96 Shareholder Creditors Trust Deed Citation Resources Ltd (ACN ) (Subject to Deed of Company Arrangement) Richard Tucker and Scott Langdon February _ , v.3