Ann: Notice of General Meeting/Proxy Form, page-4

If Resolution 2 is approved, the effect of the transfer of the Sale Shares to GTGF and/or
its nominees is as follows:
Resolution 2 – Share Sale to GTGF
Total Shares held by GTGF (#) 1,880,939,807
Total Shares on issue (#) 2,687,056,867
GTGF’s voting power (%) 70.00%


3.3.3 Future intentions of GTGF
On satisfaction of the conditions precedent to completion occurring under the Share Sale
Agreement, it is intended that GTGF will undertake the Proposed Relisting Transaction,
which consists of:
(a) GTGF vending in a number of phosphate tenement interests and other assets to be
identified by GTGF into the Company in consideration for the issue of Shares on
terms determined by GTGF; and
(b) the Company undertaking a capital raising on terms required by GTGF to provide
working capital for the Company and otherwise satisfy the requirements of Chapters
1 and 2 of the Listing Rules,
as part of the 'backdoor listing' of GTGF.
Full details of the Proposed Relisting Transaction will be included in a notice of meeting
to be despatched to Shareholders in due course, at which meeting Shareholders will be
asked to approve the Proposed Relisting Transaction and other matters.
3.3.4 Background information on GTGF
GTGF is an unlisted public company limited by shares. GTGF was established to build a
sustainable closed loop fertiliser business to better the lives of people around the world.
In particular, the farmers of India.
GTGF, through the Company, intends to export phosphate and potash product for sale
and distribution within Indian to rejuvenate the currently classified ‘wastelands’ in India to
help local peasant farmers make a living for their families.
3.4 Recommendation
The Deed Administrators recommend that Shareholders vote in favour of Resolution 2.