Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Global Geoscience Limited (Company) will be held as follows:

Business

Financial Statements and Reports

To receive and consider the Financial Statements of the Company and the Reports of the Directors and the Auditor for the financial year ended 30 June 2013.

$\mathbf{1}$ Adoption of Remuneration Report

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

"That, for the purpose of Section 250R(2) of the Corporations Act, approval is given for the adoption of the Remuneration Report as contained in the Company's annual report for the financial year ended 30 June 2013."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion:

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

• a member of the Key Management Personnel, details of whose remuneration are included in $(a)$ the Remuneration Report; or
• a Closely Related Party of such a member. $(b)$

However, a person (the voter) described in sub-paragraphs (a) or (b) above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above and either:

• $(a)$ the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
• the voter is the person chairing the AGM and the appointment of that person as proxy: $(b)$
• does not specify the way the proxy is to vote on this Resolution; and $(i)$
• expressly authorises that person to exercise the proxy even if the Resolution is $(ii)$ connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

$\overline{\phantom{a}}$

$2.$ Re-election of Director - Mr Robert Reynolds

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Robert Reynolds, who retires by rotation in accordance with the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

3. Issue of Options - Eligible Participants of Employee Option Plan

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.2 Exception 9, the issue of Options to eligible participants under the Employee Option Plan as described in the Explanatory Memorandum is approved as an exception to Listing Rule 7.1."

Without limitation, Listing Rule 7.2 is relevant to this Resolution.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any Director and any associate of any Director.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $(a)$ directions on the Proxy Form; or
• it is cast by the person chairing the AGM as proxy for a person who is entitled to vote, in $(b)$ accordance with the direction on the Proxy Form to vote as the proxy decides.

4. Issue of Director Options - Mr Bernard Rowe

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,000,000 Options to Mr Bernard Rowe (or his nominee) under the Employee Option Plan and on the terms and conditions set out in the Explanatory Memorandum."

Without limitation, Listing Rule 10.14 is relevant to this Resolution.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any Director and any associate of any Director.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $(a)$ directions on the Proxy Form; or
• $(b)$ it is cast by the person chairing the AGM as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

5. Issue of Director Options - Mr Peter Nicholson

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,000,000 Options to Mr Peter Nicholson (or his nominee) under the Employee Option Plan and on the terms and conditions set out in the Explanatory Memorandum."

Without limitation, Listing Rule 10.14 is relevant to this Resolution.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any Director and any associate of any Director.

However, the Company need not disregard a vote if:

• $(a)$ it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
• it is cast by the person chairing the AGM as proxy for a person who is entitled to vote, in $(b)$ accordance with the direction on the Proxy Form to vote as the proxy decides.

6. Issue of Director Options - Mr Robert Reynolds

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 2, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,000,000 Options to Mr Robert Reynolds (or his nominee) under the Employee Option Plan and on the terms and conditions set out in the Explanatory Memorandum."

Without limitation, Listing Rule 10.14 is relevant to this Resolution.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any Director and any associate of any Director.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $(a)$ directions on the Proxy Form; or
• it is cast by the person chairing the AGM as proxy for a person who is entitled to vote, in $(b)$ accordance with the direction on the Proxy Form to vote as the proxy decides.

7. Issue of Director Options - Mr Patrick Elliott

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,000,000 Options to Mr Patrick Elliott (or his nominee) under the Employee Option Plan and on the terms and conditions set out in the Explanatory Memorandum."

Without limitation, Listing Rule 10.14 is relevant to this Resolution.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any Director and any associate of any Director.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $(a)$ directions on the Proxy Form; or
• it is cast by the person chairing the AGM as proxy for a person who is entitled to vote, in $(b)$ accordance with the direction on the Proxy Form to vote as the proxy decides.

Approval of Additional 10% Placement Capacity 8.

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

"That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by:

• any person who may participate in the proposed issue of equity securities under this $(a)$ Resolution and a person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder; and
• an associate of those persons. $(b)$

However, the Company need not disregard a vote if:

• $(a)$ it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
• it is cast by the person chairing the AGM as proxy for a person who is entitled to vote, in $(b)$ accordance with a direction on the Proxy Form to vote as the proxy decides.

Other Information

An Explanatory Memorandum accompanies and forms part of this Notice.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the AGM should consult their financial or legal adviser for assistance.

Proxies

A Shareholder entitled to attend and vote at this AGM is entitled to appoint not more than two proxies to attend and vote in his/her stead.

A proxy need not be a Shareholder of the Company.

If the Shareholder appoints two proxies, the Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the votes. If the specified proportion or number of votes exceeds that which the

$\mathbf{I}$

Shareholder is entitled to, each proxy may exercise half of the Shareholder's votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

Proxies must be:

• lodged by posting them or delivering them by hand to the address specified below; or $(a)$
• $(b)$ received at the fax number specified below,

not later than 48 hours before the AGM i.e. 11:00 am (Sydney time) on 16 October 2013.

Address:

A Proxy Form is provided with this Notice.

Entitlement to Vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the AGM all Shares will be taken to be held by the persons who held them as registered holders at 7.00pm (Sydney Time) on 16 October 2013. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

$\blacksquare$

By order of the Board

fou not

Ms Joanna Morbey Company Secretary 13 September 2013

This Explanatory Memorandum sets out further information regarding the proposed Resolutions to be considered by Shareholders of the Company at the AGM to be held commencing 11.00 am (AEDT) on Friday, 18 October 2013, at the offices of BDJ Partners, Level 13, 122 Arthur Street, North Sydney NSW. The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the Resolutions.

Resolution 1: Adoption of Remuneration Report

$1.1$ General

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

The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors' report contained in the annual financial report of the Company for the financial year ending 30 June 2013.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the AGM.

$1.2$ Voting consequences

If at least 25% or more of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company (Spill Resolution) at the second annual general meeting.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the Company's annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the Company is approved will be the Directors.

At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this AGM.

Resolution 2: Re-election of Director

Under Rule 6.4 of the Constitution one third of the Directors or the number nearest to one third, of the Company's longest serving Directors since the last election or re-election, and not including a Director appointed by the remaining Directors either to fill a casual vacancy or as an addition to the existing Directors, must retire unless re-elected. Each retiring Director is eligible for re-election in accordance with the Listing Rules and the Constitution.

Resolution 2 provides for the re-election of Mr Robert Reynolds as a Director in accordance with the Constitution.

The Directors (excluding Mr Reynolds) support the re-election of Mr Robert Reynolds and recommend that you vote in favour of Resolution 2.

Resolution 3: Re-approval of the Issue of Options under the Employee Option Plan

$3.1$ Re-approval

Listing Rule 7.1 provides a formula that limits the number of equity securities the Company may issue without Shareholder approval to 15% of each class of securities within any 12 month period. Exception 9 of Listing Rule 7.2 provides that Listing Rule 7.1 will not apply to an issue of securities under a company's employee incentive scheme where securities under the employee incentive scheme, as an exception to Listing Rule 7.2 Exception 9, have been approved by a resolution of Shareholders made during the previous three years. Issues of Options under the Employee Option Plan were last approved by a resolution of Shareholders made on 23 April 2010.

As the previous approval granted for issues of Options under the Employee Option Plan has expired, the Company is seeking re-approval for the issue of Options under the Employee Option Plan as an exception to Listing Rule 7.1.

The Employee Option Plan was designed to provide incentives to employees of the Company and to recognise their contribution to the Company's success. Under the Company's circumstances, the Directors consider that incentives to employees and consultants through the grant of Options is cost effective and efficient for the Company, particularly as other companies can attract staff with cash bonuses or increased remuneration but often have less capacity to reward performance through option plans.

Resolution 3 seeks Shareholder approval for future issues of Options under the Employee Option Plan for the purposes of Exception 9 of Listing Rule 7.2 over the three year period from the date of the AGM. The approval of Shareholders of Resolution 3 will provide the Company with flexibility in considering any necessary further fundraising and will enable the Company to raise further funds (if necessary) at any time by issuing up to the full 15% of its issued share capital, without further reference to Shareholders. Any Options issued (and any Shares issued on exercise of the Options) under Resolution 3 will not be counted towards the calculation of the 15% limit.

$3.2$ Summary of terms of the Employee Option Plan

Overview

The Employee Option Plan allows the Company to issue Options to employees and consultants, subject to the terms and conditions of the Employee Option Plan.

Who is eligible to participate?

Full or part time employees or consultants of the Company are eligible to participate.

Operation of Employee Option Plan

• Options issued pursuant to the Employee Option Plan will be issued free of charge. $(a)$
• The exercise price of the Options shall be as the Directors in their absolute discretion $(b)$ determine, provided the exercise price shall not be less than the weighted average of the last sale price of the Shares on ASX at the close of business on each of the five Business Days immediately preceding the date on which the Directors resolve to grant the Options.
• Unless the Directors in their absolute discretion determine otherwise, Options may only be $(c)$ exercised at the following times in any given year:

$\overline{\phantom{a}}$

• $(i)$ between 17 June and 30 June (inclusive);
• $(ii)$ between 17 September and 30 September (inclusive):
• $(iii)$ between 18 December and 31 December (inclusive); and
• $(iv)$ between 18 March and 31 March (inclusive).
• $(d)$ The Directors may limit the total number of Options which may be exercised under the Employee Option Plan in any year.

Performance Conditions

At the absolute discretion of the Directors, the terms upon which Options will be granted may incorporate performance related factors. Such factors may reflect, inter alia, profitability levels, increases in production or decreases in production costs and may be amended from time to time in a manner favourable to the Option holder.

Participation in future issues

There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

Variations

The Board may alter the terms and conditions of the Employee Option Plan from time to time or their application in accordance with the Listing Rules.

The terms of the Options issued under the Employee Option Plan allow the rights of the holders of Options to be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

Number of securities issued under the Employee Option Plan since the date of last Shareholder approval

As at the date of this Notice, 5,650,000 Options have been issued under the Employee Option Plan.

$3.3$ Directors' Recommendation

Each of the Directors has an interest in the outcome of the proposed Resolution and have therefore declined to provide a recommendation on Resolution 3.

$3.4$ Voting Exclusion

A voting exclusion statement is included under Resolution 3 in this Notice.

Resolutions 4 to 7: Issue of Director Options

The Company has agreed, subject to obtaining Shareholder approval, to issue 1,000,000 Options under the Employee Option Plan (Director Options) to each of Messrs Bernard Rowe, Peter Nicholson, Robert Reynolds and Patrick Elliott on the terms and conditions set out below.

ASX requires, under Listing Rule 10.14, that Shareholders approve the grant of new securities to a Director. Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to the proposed issue of Director Options:

the related parties are Messrs Rowe, Nicholson, Reynolds and Elliott and they are related $(a)$ parties by virtue of being Directors;

• the maximum number of Director Options (being the nature of the financial benefit being $(b)$ provided) to be issued to the Directors is 4,000,000 as follows:
• $(i)$ 1,000,000 Director Options exercisable on or before 30 December 2017 to Mr Rowe;
• $(ii)$ 1,000,000 Director Options exercisable on or before 30 December 2017 to Mr Nicholson;
• 1,000,000 Director Options exercisable on or before 30 December 2017 to Mr $(iii)$ Reynolds: and
• 1,000,000 Director Options exercisable on or before 30 December 2017 to Mr Elliott; $(iv)$
• the Director Options will be exercisable at a price of 160% of the weighted average of the last $(c)$ sale price of the Shares on ASX at the close of business on each of the five Business Days immediately preceding the date on which the Director Options are issued:
• if approved by the Shareholders, the Director Options will be issued to the Directors promptly $(d)$ following the date of the AGM and in any event no later than 12 months after the date of the AGM:
• $(e)$ the Director Options will be issued for nil cash consideration, accordingly no funds will be raised by the Company:
• $(f)$ no loan will be made to the Directors by the Company in relation to the Director Options;
• as at the date of this Notice, all Directors are entitled to participate in the Employee Option $(g)$ Plan: and
• $(h)$ as at the date of this Notice, the following Options have been issued under the Employee Option Plan to Directors or their associates since the date of the Employee Option Plan's last approval:
• $(i)$ 1,000,000 Options for nil cash consideration exercisable at \$0.17 on or before 30 December 2013 to Mr Rowe;
• 1,000,000 Options for nil cash consideration exercisable at \$0.17 on or before 30 $(ii)$ December 2013 to Mr Nicholson:
• 1,000,000 Options for nil cash consideration exercisable at \$0.17 on or before 30 $(iii)$ December 2013 to Mr Reynolds; and
• $(iv)$ 1,000,000 Options for nil cash consideration exercisable at \$0.17 on or before 30 December 2013 to Mr Elliott.

Mr Rowe declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 3, recommend that Shareholders vote in favour of Resolution 3. The Board (other than Mr Rowe) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Mr Nicholson declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 4, recommend that Shareholders vote in favour of Resolution 4. The Board (other than Mr Nicholson) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Mr Reynolds declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 5, recommend that Shareholders vote in favour of Resolution 5. The Board (other than Mr Reynolds) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Mr Elliott declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 6, recommend that Shareholders vote in favour of Resolution 6. The Board (other than Mr Elliott) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

If Resolution 3 is passed by the Shareholders then the issue of Director Options to the Directors will not be included in the 15% calculation of the Company's annual placement capacity pursuant to Listing Rule 7.1.

Resolution 8: Approval of Additional 10% Placement Capacity

$7.1$ Listing Rule 7.1A

Listing Rule 7.1A provides that an eligible entity may seek Shareholder approval by special resolution at its annual general meeting to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue over a period of 12 months after the annual general meeting (10% Placement Capacity). This is in addition to the existing 15% placement capacity permitted by Listing Rule 7.1.

If Shareholders approve Resolution 8, the number of equity securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out below).

An eligible entity is one that, as at the date of the relevant annual general meeting:

• is not included in the S&P/ASX 300 Index; and $(a)$
• $(b)$ has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of \$300,000,000.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of less than \$300,000,000.

Any equity securities issued must be in the same class as an existing class of quoted equity securities. The Company currently has two classes of quoted equity securities on issue, being the Shares (ASX Code: GSC) and options expiring on 30 June 2014 (ASX Code: GSOC).

The number of equity securities that the Company may issue under the approval sought by Resolution 8 will be calculated in accordance with the following formula as set out in Listing Rule $7.1A:$

$(A \times D) - E$

Where:

• $A =$ the number of fully paid Shares on issue 12 months before the date of issue or agreement to issue:

• plus the number of Shares issued in the 12 months under an exception in Listing Rule $(i)$ $7.2$ ;

• $(ii)$ plus the number of partly paid Shares that became fully paid in the 12 months;

• $(iii)$ plus the number of fully paid Shares issued in the 12 months under Listing Rules 7.1 and $7.4$ ; and
• $(iv)$ less the number of fully paid Shares cancelled in the 12 months.
• $D =$ 10%.
• $E =$ the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of the Shareholders under Listing Rule 7.1 or 7.4.

$7.2$ Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 8:

$(a)$ Minimum Price

The minimum price at which the equity securities may be issued is 75% of the volume weighted average price of equity securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• $(i)$ the date on which the price at which the equity securities are to be issued is agreed; or
• if the equity securities are not issued within 5 trading days of the date in paragraph (i) above, $(ii)$ the date on which the equity securities are issued.

$(b)$ Risk of voting dilution

Shareholders should be aware there is a risk of economic and voting dilution that may result from an issue of Shares under the 10% Placement Capacity, including the risk that:

• the market price for equity securities may be significantly lower on the issue date than on the $(i)$ date of the AGM where approval is being sought; and
• $(ii)$ the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the date of issue.

Any issue of equity securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any equity securities under the issue.

If Resolution 8 is approved by Shareholders and the Company issues the maximum number of equity securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the potential dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the current market price of the Shares and the current number of equity securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

• $1.$ The current shares on issue are the Shares on issue as at 6 September 2013.
• $2.$ The issue price set out above is the closing price of the Shares on ASX on 2 September 2013.
• The Company issues the maximum possible number of equity securities under the 10% $3.$ Placement Capacity.
• The Company has not issued any equity securities in the 12 months prior to the AGM that 4. were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule $7.1.$
• The calculations above do not show the dilution that any one particular Shareholder will be $5.$ subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• 1. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1.

$(c)$ Date of Issue

Equity securities may be issued under the 10% Placement Capacity commencing on the date of the AGM and expiring on the first to occur of the following:

• $(i)$ 12 months after the date of the AGM; and
• the date of approval by Shareholders of any transaction under Listing Rules 11.1.2 (a $(ii)$ significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking).

The approval under Listing Rule 7.1A will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 or 11.2.

$(d)$ Purpose of Issue under 10% Placement Capacity

The Company may issue equity securities under the 10% Placement Capacity for the following purposes:

• as cash consideration in which case the Company intends to use funds raised for the $(i)$ continued exploration of its projects in the United States and Peru; or
• as non-cash consideration for the acquisition of new resources assets and investments, in $(ii)$ such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

Allocation under the 10% Placement Capacity $(e)$

The allottees of the equity securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of equity securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• $(i)$ the purpose of the issue:
• alternative methods for raising funds available to the Company at that time, including, but not $(ii)$ limited to, an entitlement issue or other offer where existing Shareholders may participate;
• the effect of the issue of the equity securities on the control of the Company; $(iii)$
• $(iv)$ the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
• prevailing market conditions; and $(v)$
• $(vi)$ advice from corporate, financial and broking advisers (if applicable).

Previous Approval under Listing Rule 7.1A $(f)$

The Company has not previously obtained approval under Listing Rule 7.1A.

7.3 Voting Exclusion

A voting exclusion statement is included under Resolution 8 in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of equity securities under Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 8.

Resolution 8 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the AGM must be in favour of Resolution 8 for it to be passed.

GLOSSARY

In this Notice and Explanatory Memorandum:

AGM means the Annual General Meeting of the Company to be held on 18 October 2013.

ASX means ASX Limited (ABN 98 008 624 691).

Board means the board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

• $(a)$ a spouse or child of the member:
• $(b)$ a child of the member's spouse:
• $(c)$ a dependent of the member or the member's spouse;
• anyone else who is one of the member's family and may be expected to influence the $(d)$ member, or be influenced by the member, in the member's dealing with the entity;
• $(e)$ a company the member controls: or
• $(f)$ a person prescribed by the Corporations Regulations.

Company means Global Geoscience Limited (ACN 098 564 606).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Director means a director of the Company.

Employee Option Plan means the Global Geoscience Ltd Employee and Consultant Share Option Plan approved by Shareholders at the general meeting of the Company held on 23 April 2010.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).

Listing Rules means the listing rules of ASX.

Notice means the notice of the AGM including the Explanatory Memorandum and all annexures to those documents.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2013.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Rule means a rule of the Constitution.

Share means an ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Global Geoscience

All Correspondence to:

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded BEFORE 11:00AM (AEDT) ON Wednesday, 16 October 2013.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company's securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am AEDT on Wednesday, 16 October 2013. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged:

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Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

Your Address

This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM STEP₁ APPOINT A PROXY I/We being a member/s of Global Geoscience Limited and entitled to attend and vote hereby appoint

Appoint the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the BDJ Partners, Level 13, 122 Arthur Street, North Sydney NSW on Friday, 18 October 2013 at 11:00am AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of resolutions 3, 4, 5, 6 & 7, please place a mark in the box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of resolutions 3, 4, 5, 6 & 7 and that votes cast by the Chairman of the Meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on resolutions 3, 4, 5, 6 & 7 and your votes will not be counted in calculating the required majority if a poll is called on the resolution

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy, or may be appointed by default, live expressly authorise the Chair of the Meeting to exercise my/our proxy on resolutions 1, 3, 4, 5, 6 & 7 (except where live have indicated a different voting intention below) even though resolutions 1, 3, 4, 5, 6 & 7 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman of the Meeting.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on resolutions 1, 3, 4, 5, 6 & 7 by marking the appropriate box in step 2 below.

The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

Contact Daviima Talanhona

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