ADVANCE METALS LIMITED — Proxy Solicitation & Information Statement 2014

Sep 28, 2014

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26 September 2014

Dear Shareholder

Please find enclosed a Notice rescheduling the General Meeting, which will now be held on Tuesday 28 October at 10.30 am.

The Company is pleased to advise shareholders that since the despatch of the original Notice of Meeting the following applications for Coal Licences lodged by Texas and Oklahoma Coal Company Limited ( TOCC ) in British Columbia have now been granted.

Licence No	Area (hectares)	District	Expiry Date
418645	1,183	Kootenay	19 September 2015
418646	801	Kootenay	19 September 2015
418647	830	Kootenay	19 September 2015
418648	1,094	Kootenay	19 September 2015
418649	1,128	Kootenay	19 September 2015
418650	1,349	Kootenay	19 September 2015

Additionally the Company has appointed Patersons Securities Limited to act as lead manager for the public offer of shares to be undertaken in conjunction with the acquisition of TOCC. Following discussions with Patersons the Company has amended the terms of the Offer to increase the number of options to be issue to subscribers. The Offer will now be made on the basis of one share with one free attaching option. Please refer to the attached notice for further details.

Yours faithfully

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Ian Morgan Company Secretary

LEVEL 14, 52 PHILLIP STREET SYDNEY NSW 2000 GPO BOX 3486 SYDNEY NSW 2001 WWW.METALSFINANCE.COM

ABN 83 127 131 604 Tel: +61 (0) 2 9252 5300 Fax: +61 (0) 2 9252 8400

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METALS FINANCE LIMITED

ABN 83 127 131 604

Rescheduling of General Meeting and amendment to Resolution 4

New Meeting Date and Time DATE: Tuesday 28 October 2014 TIME: 10:30am (AEDT) PLACE: Level 14, 52 Phillip Street, SYDNEY NSW 2000

As part of the restructuring of the Company, it was proposed that the Company undertake an issue pursuant to a prospectus offering to the public one shares in the Company together with 3 free attaching options (the Capital Raising ).

The terms of the Capital Raising have now been amended so that for each share acquired a subscriber will receive one free attaching option exercisable at 25 cents on or before 31 December 2017.

The Capital Raising will now comprise the issue of up to 25,000,000 Shares at 20 cents per share to raise up to $5,000,000 with one free attaching Option, exercisable at 25 cents each on or before 31 December 2017 for every Share applied for. If the Minimum Subscription of $3,500,000 only is raised 17,500,000 Options will be issued.

Accordingly Resolution 4 as previously set out in the Notice of Meeting and Explanatory Statement is withdrawn and replaced with a new Resolution 4, as set out on the following page.

The amendments to the terms of Resolution 4 necessitate the the rescheduling of the General Meeting to the date and time set out above.

In all other respects the information provide to Shareholders in the Notice of Meeting and Explanatory Statement remains unchanged.

Hall Chadwick Corporate (NSW) Limited, the authors of the Independent Experts Report provided with the original Notice of Meeting and Explanatory Memorandum, have confirmed that the change to the terms of the Capital Raising do not affect the conclusions in their report.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 8:00pm (AEDT) on Sunday 26 October 2014.

Voting by Proxy

An updated Proxy Form is enclosed. If you wish to vote by proxy please ensure that you use this updated form. Any proxy forms that were despatched with the original Notice of Meeting will not be counted if received by the Company.

LEVEL 14, 52 PHILLIP STREET SYDNEY NSW 2000 GPO BOX 3486 SYDNEY NSW 2001 WWW.METALSFINANCE.COM

ABN 83 127 131 604 Tel: +61 (0) 2 9252 5300 Fax: +61 (0) 2 9252 8400

RESOLUTION 4- CAPITAL RAISING PURSUANT TO A PROSPECTUS

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

"That, subject to the passing of Resolutions 1 to 3 and 5 (inclusive), for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 25,000,000 Shares and up to 25,000,000 Options on a postConsolidation basis on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

As Resolutions 1-5 are inter-conditional, votes which are disregarded on Resolutions 1 to 3 and 5 will also be disregarded on Resolution 4.

Additional Note: The issue of Shares pursuant to this Resolution 4 is conditional on ASX confirming that the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules. As ASX requires the Company to re-comply with the admission requirements under ASX Listing Rule 11.1.3, the issue of Shares pursuant to Resolution 5 cannot take place until the ASX's requirements have been met.

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

• (a) the maximum number of Shares to be issued is 25,000,000 Shares (on a postConsolidation basis) and 25,000,000 Options;

• (b) the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price of the Shares will be 20 cents once the Consolidation has been completed. The Options are free attaching options and have no issue price;

• (d) the Shares and Options will be issued pursuant to a prospectus and allocated at the discretion the Directors. No related party of the Company will participate in the Capital Raising;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

• (f) the Options are options to acquire Shares in the Company at an exercise price of 25 cents on or before 31 December 2017 and otherwise issued on the terms and conditions set out in Schedule; and

• (g) the Company intends to use the funds raised from the Capital Raising to acquire shares in GCI and provide additional working capital to support TOCC and the Company's future operations and fund capital raising costs.

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All Correspondence to:

 By Mail Boardr o om Pty Limited GPO Box 3993 Sydne y NSW 2001 Austr a lia Level 7 , 207 Kent Street, Sydne y NSW 2000 Austr a lia  By Fax: +61 2 9 290 9655  Online: www.b o ardroomlimited.c o m.au  By Phone: (within Australia) 1300 73 7 760 (outsid e Australia) +61 2 9 290 9600

YOUR VOTE IS IMPORTANT For you r vote to be ef f ective it mus t be recorded before 10:30AM (AEDT) ON SUNDAY 26 OCTOBER 2014

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate w ho you want to a p point as your Pro x y. If you wi s h to appoint the C hair of the Meetin g as your proxy, mark the box. If you wish to appoint s omeone other th a n the Chair of the Meeting as your p roxy please write the full name of that individual or b ody corporate. If y ou leave this sec t ion blank, or your named proxy d o es not attend the meeting, the Chai r of the Meeting w ill be your proxy. A proxy need not be a security h o lder of the com p any. Do not writ e the name of th e issuer compan y or the registered s ecurity holder in t h e space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeti n g and vote. If you wish to appoint a second proxy, a n additional Prox y Form may be o b tained by contac t ing the compan y ’s securities registry or you may cop y this form.

To appoi n t a second proxy y ou must: (a) com p lete two Proxy Fo r ms. On each Pr o xy Form state the percentage of your voting rights or the number of s e curities applicabl e to that form. If the appointments do not specify t h e percentage or n umber of votes th a t each proxy may exercise, each pr o xy may exercise half your votes. Fractions of votes will be disregarded. (b) retur n both forms toget h er in the same en v elope.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is t o be signed by the s ecurity holder. Joint Holding : where the holding is in mor e than one name, all the security hold e rs should

sign.

Power of Attorney: to s i gn under a Powe r of Attorney, you must have alread y lodged it with th e registry. Alternatively, attach a cert if ied photocopy of t he Power of Attor n ey to this form w h en you return it. Companies: this form m u st be signed by a Director jointly wit h either another Di r ector or a Comp a ny Secretary. W h ere the compan y has a Sole Dir e ctor who is also the Sole Comp a ny Secretary, this f orm should be sig n ed by that perso n . Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Po w er of Attorney un d er which it is sign e d) must be receiv e d no later than 4 8 hours before the c ommencement of the meeting, therefore by 10:30am (AEDT) on Sunday 26 October 2014. Any Proxy Form received after tha t time will not be v a lid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direc t your proxy how t o vote, mark one o f the boxes opposite each item of b u siness. All your securities will be v oted in accordan c e with such a dir e ction unless you i ndicate only a portion of securitie s are to be voted on any item by inserting the perce n tage or number t hat you wish to v o te in the appropri a te box or boxes. If you do not mar k any of the box e s on a given item, your proxy may v o te as he or she chooses. If you ma r k more than on e box on an item fo r all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate Where a body corporate is appointed as y our proxy, the re p resentative of th a t body corporat e attending the m eeting must hav e provided an “ A ppointment of C o rporate Representative” prior to ad m ission. An Appoi n tment of Corporat e Representative f o rm can be obtai n ed from the comp a ny’s securities re g istry.

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 By Fax + 61 2 9290 9655  By Mail Boardroom P ty Limited GPO Box 3 9 93, Sydney NS W 2001 Australia Level 7, 20 7 Kent Street,  In Person Sydney NS W 2000 Australia

Attending the Meeting If you w ish to attend the m eeting please brin g this form with yo u to assist registra t ion .

Metals Finance Limited ABN 83 127 131 604

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

STEP 1 APPOINT A PROXY

I/We being a member/s of Metals Finance Limited (Company) and entitled to attend and vote hereby appoint:

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the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair 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

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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 General Meeting of Metals Finance Limited to be held at Level 14, 52 Phillip Street Sydney commencing 10.30am (AEDT) on Tuesday 28 October 2014 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.

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

Chairman of the Meeting is authorised to exercise proxies on TOCC related matters (Resolution 3): If I/we have appointed the Chairman of the Meeting as my/our proxy or the Chairman of the Meeting becomes my/our proxy by default, by signing and submitting this form I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Resolution 3 (except where I/we have indicated a different voting intention below) even though Resolution 3 is connected directly or indirectly with TOCC, which is related to the Chairman.

If you have appointed the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default), and you wish to give the Chairman specific voting directions on an item, you should mark the appropriate box/es opposite those items in step 2 below (directing the Chairman of the Meeting to vote for, against or to abstain from voting). If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in computing the required majority on a poll.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Change in Nature and Scale of Activities Resolution 2 Consolidation of Capital Resolution 3 Acquisition of TOCC Resolution 4 Capital raising pursuant to a Prospectus Resolution 5 Change of Company Name (special resolution)

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STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2014