ALTAIR MINERALS LIMITED — Proxy Solicitation & Information Statement 2019

Jan 28, 2019

==> picture [344 x 101] intentionally omitted <==

COHIBA MINERALS LIMITED ACN 149 026 308

Notice of General Meeting Explanatory Statement and Proxy Form

Date of Meeting: Friday, 1 March 2019

Time of Meeting: 9.00am (AEDT)

Place of Meeting: Leydin Freyer Level 4, 100 Albert Road South Melbourne Victoria 3205

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

• 1 -

COHIBA MINERALS LIMITED

ACN 149 026 308

Registered office: Level 4, 100 Albert Road, South Melbourne Victoria 3205

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Members of Cohiba Minerals Limited (the “Company”) will be held at the offices of Leydin Freyer, Level 4, 100 Albert Road, South Melbourne, Victoria 3205 at 9.00am (AEDT) on Friday, 1 March 2019 (“General Meeting” or “Meeting”).

AGENDA

Each of the resolutions proposed to be put to shareholders at the Meeting are set out in this Notice of Meeting (“ Notice ”). The Explanatory Statement and Proxy Form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. The details of the resolutions contained in the Explanatory Statement should be read together with, and form part of, this Notice. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety.

ORDINARY BUSINESS

Resolution 1: Ratification of Prior Issue of Shares

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 106,666,668 fully paid ordinary shares in the Company at an issue price of $0.015 (1.5 cents) per share on 12 December 2018 to unrelated professional, sophisticated and other exempt investors as described in the Explanatory Statement which accompanied and formed part of the Notice.”

Resolution 2: Ratification of Prior Issue of Listed Options

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 15,000,000 Listed Options in the Company (each exercisable at $0.018 (1.8 cents) and expiring 18 April 2020) on 12 December 2018 to PAC Partners Securities Pty Ltd, who acted as Lead Manager to the placement (or their nominees), as described in the Explanatory Statement which accompanied and formed part of the Notice.”

By order of the Board

==> picture [89 x 59] intentionally omitted <==

Justin Mouchacca Company Secretary Dated: 24 January 2019

• 2 -

Notes

1. Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice should be read together with, and form part of, this Notice.

2. Record Date: The Company has determined that for the purposes of the General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm AEDT on Wednesday, 27 Febuary 2019. Only those persons will be entitled to vote at the General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

3. Proxies

• a. Votes at the General Meeting may be given personally or by proxy, attorney or representative.

• b. Each shareholder has a right to appoint one or two proxies.

• c. A proxy need not be a shareholder of the Company.

• d. If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.

• e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise.

• f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands.

• g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act.

• h. To be effective, proxy forms must be received by the Company’s share registry (Security Transfer Australia Pty Ltd) no later than 48 hours before the commencement of the General Meeting, this is no later than 9.00am (AEDT) on Wednesday, 27 February 2019. Any proxy received after that time will not be valid for the scheduled meeting.

4. Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

5. How the Chairman will vote undirected proxies

The Chairman of the meeting intends to vote all undirected proxies on, and in favour of, all of the proposed Resolutions.

6. Voting Exclusion Statement:

Resolutions 1 and 2

The Company will disregard any votes cast in favour of Resolutions 1 and 2 by or on behalf of any person who participated in the relevant issue 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

• by the Chairman of 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.

7.

Enquiries

Shareholders are invited to contact the Company Secretary, Justin Mouchacca on (03) 9692 7222 if they have any queries in respect of the matters set out in these documents.

• 3 -

EXPLANATORY STATEMENT

Resolution 1: Ratification of Prior Issue of Shares

The Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the issue of 106,666,668 fully paid ordinary shares to unrelated professional, sophisticated and other exempt investors at an issue price of $0.015 (1.5 cents) per share (“ Placement ”). PAC Partners Securities Pty Ltd (“ PAC Partners ”) acted as Lead Manager of the Placement. The Appendix 3B relating to the issue was announced to ASX on 12 December 2018.

Of the 106,666,668 fully paid ordinary shares sought to be ratified under this Resolution 1, 56,692,136 Shares were issued under the Company’s 15% placement capacity pursuant to ASX Listing Rule 7.1 and 49,974,532 Shares were issued under the Company’s additional 10% placement capacity pursuant to ASX Listing Rule 7.1A.

ASX Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity (such as options), if the number of those securities exceeds 15% of the share capital of the Company on issue at the commencement of the twelve (12) month period.

ASX Listing Rule 7.1A provides that, subject to receipt of required shareholder approval, in addition to its 15% placement capacity under ASX Listing Rule 7.1 a company is entitled to issue additional securities up to 10% of the issued share capital through placements over a 12-month period after the company’s Annual General Meeting, without need prior shareholder approval. The Company obtained the required shareholder approval for the additional placement capacity under ASX Listing Rule 7.1A at its 2018 Annual General Meeting on 27 November 2018.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities made pursuant to ASX Listing Rule 7.1 and/or ASX Listing Rule 7.1A (provided that the previous issue of securities did not breach ASX Listing Rules 7.1 or 7.1A) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1 and 7.1A (if applicable). The Company seeks approval under ASX Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under ASX Listing Rules 7.1 and 7.1A.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

• (a) the total number of fully paid ordinary shares in the Company that were issued was 106,666,668. Of these shares, 56,692,136 Shares were issued under the Company’s 15% placement capacity pursuant to ASX Listing Rule 7.1 and 49,974,532 Shares were issued under the Company’s additional 10% placement capacity under pursuant to ASX Listing Rule 7.1A;

• (b) the Shares were issued at a price of $0.015 (1.5 cents) per share;

• (c) the Shares allotted and issued rank equally with the Company’s existing shares;

• (d) the Shares were allotted and issued to a mix of new and existing sophisticated, professional and other exempt investors. PAC Partners acted as Lead Manager and assisted the Company in identifying the participants in the placement;

• (e) the funds raised from the issue of shares have (and will) be used to accelerate planned exploration activities at the Olympic Domain tenements and provide working capital to identify and assess further opportunities; and

• (f) a voting exclusion statement is included in this Notice.

Board Recommendation

The Board unanimously recommends that the shareholders vote in favour of Resolution 1.

Resolution 2: Ratification of Prior Issue of Listed Options

The Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the issue of 15,000,000 Listed Options (each with an exercise price of $0.018 (1.8 cents) and expiry date of 20 April 2020) to PAC Partners (or their nominees). PAC Partners acted as Lead Manager of the Placement for which ratification is sought under Resolution 1. The Appendix 3B relating to the issue was announced to ASX on 12 December 2018.

The 15,000,000 Listed Options were issued under the Company’s 15% placement capacity pursuant to ASX Listing Rule 7.1. ASX Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity

• 4 -

(such as options), if the number of those securities exceeds 15% of the share capital of the Company on issue at the commencement of the twelve (12) month period.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities made pursuant to ASX Listing Rule 7.1 (provided that the previous issue of securities did not breach ASX Listing Rules 7.1 those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1. The Company seeks approval under ASX Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under ASX Listing Rules 7.1.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

• (a) the total number of Listed Options in the Company that were issued was 15,000,000;

• (b) there was no cash issue price for the issue of Listed Options. the Listed Options were issued in connection with PAC Partners acting as Lead Manager of the Placement;

• (c) the Listed Options have terms consistent with the Company’s existing listed options on issue, including an exercise price of $0.018 (1.8 cents) and expiry date of 20 April 2020;

• (d) the Listed Options were allotted and issued to PAC Partners (or their nominees). PAC Partners is not a related party of the Company;

• (e) there were no funds raised from the issue of Listed Options. the Listed Options were issued in connection with Lead Manager services rendered by PAC Partners in respect of the Placement; and

• (f) a voting exclusion statement is included in this Notice.

Board Recommendation

The Board unanimously recommends that the shareholders vote in favour of Resolution 2.

• 5 -

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“ $ ” means Australian Dollars;

“ ASX ” means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires;

“ ASX Listing Rules ” means the Listing Rules of the ASX;

“ AEDT ” means Australian Eastern Daylight Time.

“ Board ” means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;

“ Chairman ” means the person appointed to chair the Meeting of the Company convened by the Notice;

“ Company ” means Cohiba Minerals Limited ACN 149 026 308;

“ Constitution ” means the constitution of the Company as at the date of the Meeting;

“ Corporations Act ” means the Corporations Act 2001 (Cth);

“ Director ” means a Director of the Company;

“ Explanatory Statement ” means the explanatory memorandum which forms part of the Notice;

“ Meeting ” has the meaning given in the introductory paragraph of the Notice and “ General Meeting ” shall have the same meaning;

“ Notice ” means this Notice of Meeting including the Explanatory Statement;

“ PAC Partners ” means PAC Partners Securities Pty Ltd;

“ Placement ” means the placement of 106,666,668 Shares to professional, sophisticated and other exempt investors at $0.015 (1.5 cents) per Share;

“ Proxy Form ” means the proxy form attached to the Notice;

“ Resolution ” means a resolution referred to in the Notice;

“ Share ” means a fully paid ordinary share in the capital of the Company; and

“ Shareholder ” means shareholder of the Company.

• 6 -

COHIBA MINERALS LIMITED

REGISTERED OFFICE:

ACN: 149 026 308

«Post Barcode»[«Post_zone»]

«Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

PROXY FORM

LEVEL 4 100 ALBERT ROAD SOUTH MELBOURNE VICTORIA 3205

SHARE REGISTRY: Security Transfer Australia Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: CHK

Holder Number: «HOLDER_NUM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au «ONLINE 1. Log into the Investor Centre using your holding details. ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

==> picture [337 x 31] intentionally omitted <==

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting 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) at the General Meeting of the Company to be held at 9.00am AEDT on Friday 1 March 2019 at Leydin Freyer, Level 4, 100 Albert Road, South Melbourne, Victoria 3205 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RESOLUTION

For Against Abstain*

1. Ratification of Prior Issue of Shares

2. Ratification of Prior Issue of Listed Options

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * 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 votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Proxies must be received by Security Transfer Australia Pty Ltd no later than 9.00am AEDT on Wednesday 27 February 2019. + CHKPX2150219 1 2 CHK CHKPX2150219

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Australia Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or 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 of your votes; and

• b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Telephone 1300 992 916 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.