ALTAMIN LIMITED — AGM Information 2015

Oct 15, 2015

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ENERGIA MINERALS LIMITED

ABN 63 078 510 988

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

DATE OF MEETING Wednesday, 18 November 2015

TIME OF MEETING

10.00 AM WST

PLACE OF MEETING

Adina Apartment Hotel Perth

33 Mounts Bay Road, Perth 6000, Western Australia

This Notice of Annual General Meeting and Explanatory Memorandum 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 adviser without delay.

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ENERGIA MINERALS LIMITED ABN 63 078 510 988

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of the Shareholders of Energia Minerals Limited ("Company") will be held at Adina Apartment Hotel Perth, 33 Mounts Bay Road, Perth 6000, Western Australia, on Wednesday, 18 November 2015 at 10.00 am WST.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice of Annual General Meeting.

Please note terms used in the Resolutions contained in this Notice of Annual General Meeting have the meaning given to them in the glossary contained in the Explanatory Memorandum.

ORDINARY BUSINESS

Consideration of reports

To receive and consider the Financial Statements, Directors’ Report (including the Remuneration Report) and Auditor’s Report for the Company and its Controlled Entities for the year ended 30 June 2015.

Note: There is no requirement for Shareholders to approve these reports.

Resolution 1 – Adoption of Remuneration Report

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

“That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2015 be adopted.”

Note: This resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re-election of Mr Max Cozijn as a Director

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

"That Mr Max Cozijn, who retires as a Director of the Company in accordance with Clause 78 of the Company’s constitution and, being eligible, offers himself for re-election, be and is hereby re-elected as a Director of the Company.”

SPECIAL BUSINESS

Resolution 3 – Approval of 2015 Employee Incentive Plan

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

“That, for the purposes of Exception 9(b) of Listing Rule 7.2, sections 200B and 200E of the Corporations Act, and for all other purposes, approval is given for the Company to adopt an employee incentive scheme to be called “2015 Employee Incentive Plan”, a summary of which is contained in the Explanatory Memorandum.”

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Resolution 4 – Approval of issue of options to Mr Kim Robinson

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

“Subject to Resolution 3 being passed, that, for the purposes of Listing Rule 10.14 and Chapter 2E of the Corporations Act, and for all other purposes, the Company approves the allotment and issue of 9,000,000 options to Mr Kim Robinson or his nominee under the 2015 Employee Incentive Plan on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 5 – Approval of issue of options to Mr Max Cozijn

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

“Subject to Resolution 3 being passed, that, for the purposes of Listing Rule 10.14 and Chapter 2E of the Corporations Act, and for all other purposes, the Company approves the allotment and issue of 2,250,000 options to Mr Max Cozijn or his nominee under the 2015 Employee Incentive Plan on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 6 – Ratification of prior grant of 2,250,000 Options

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

"That, for the purpose of ASX Listing Rule 7.4 and all other purposes, Shareholders ratify the allotment and issue of 2,250,000 Options to the parties and on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 7 – Approval of additional 10% Share Issue Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That, for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the Company having the additional capacity to issue up to 10% of the issued capital of the Company (at the time of the issue), calculated in accordance with the formula set out in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum.”

VOTING PROHIBITIONS AND VOTING EXCLUSION STATEMENTS

Voting prohibitions

Resolution

Persons prohibited from voting

Resolution 1– Adoption of Remuneration Report

A vote must not be cast on Resolution 1 (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or. (b) a Closely Related Party of such a member. However, a person described above may cast a vote on Resolution 1 as a proxy if it is not cast on behalf of a person described above and either if the person: (a) is appointed as proxy by writing that specifies the way the proxy is to vote on Resolution 1; or (b) is the Chairman and the appointment of the Chairman as proxy: (i) does not specify the way the proxy is to vote on Resolution 1; and (ii) expressly authorises the Chair to exercise the proxy even though Resolution 1 is connected directly with the remuneration of a member of the Key Management Personnel.

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	Resolution 3 –2015 Employee Incentive Plan Resolution 4– approval of issue of options to Mr Kim Robinson Resolution 5– approval of issue of options to Mr Max Cozijn	A person appointed as a proxy must not vote on Resolutions 3, 4 or 5 (as relevant) on the basis of that appointment, if (a) the person is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of a member of the Key Management Personnel; and (b) the appointment does not specify the way the proxy is to vote on Resolutions 3, 4 or 5 (as relevant). However, the above prohibition does not apply if: (a) the person is the Chairman of the Meeting; and (b) the appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Any person who, in the past three years prior to retirement, has been in a managerial or executive office of the Company and is to receive retirement benefits under s200B of the_Corporations Act_, and any associates of those persons must not vote on Resolutions 3, 4 or 5 (as relevant).

Voting exclusions

In accordance with the Listing Rules, the Company will disregard any votes on the respective Resolutions cast by or on behalf of the following persons:

Resolution	Persons excluded from voting
Resolution 3 –2015 Employee Incentive Plan Resolution 4– approval of issue of options to Mr Kim Robinson Resolution 5– approval of issue of options to Mr Max Cozijn	A Director and an associate of a Director (except a Director who is ineligible to participate in any employee incentive scheme of the Company or any associate of such Director).
Resolution 6 – Ratification of prior grant of 2,250,000 Options	The person who participated in the issue of Options, or any of their associates.
Resolution 7– Approval of additional 10% Share Issue Capacity	A person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 7 is passed, and any associates of those persons. Important note:At the date of this Notice, the participants in the proposed issue of securities are not as yet known or identified. For a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue, Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes. Accordingly, no Shareholders are currently excluded from voting on Resolution 7.

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Resolution	Persons excluded from voting
	At the date of the Notice, the Company has not approached any particular existing Shareholders or class of security holders in relation to the proposed 10% Share Issue Capacity. Accordingly, no existing Shareholder will be excluded from voting on Resolution 7 under the voting exclusion statement in the Notice.

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 direction on the proxy form; or

• (b) it is cast by the Chairman 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.

By Order of the Board

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Jamie Armes Company Secretary 16 October 2015

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PROXIES

1. Each Shareholder that is entitled to attend and vote at the Meeting is entitled to appoint a proxy. A proxy form is enclosed with this Notice of Annual General Meeting.

2. A proxy need not be a Shareholder.

3. If a Shareholder is entitled to cast two or more votes, the Shareholder may appoint not more than two proxies.

4. Where a Shareholder appoints two proxies and does not specify the proportion or number of the Shareholder’s votes, each proxy may exercise half of the Shareholder’s rights.

5. An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the Directors is or are deposited at the Company’s registered office not less than 48 hours before the time for the holding of the particular meeting or adjourned meeting as the case may be at which the person named in the instrument proposes to vote.

6. A body corporate Shareholder may elect to appoint a representative, rather than appoint a proxy, in accordance with section 250D of the Corporations Act . Where a body corporate appoints a representative, the Company requires written proof of the representative’s appointment to be lodged with or presented to the Company before the Meeting.

7. Proxy forms (and the power of attorney, if any, under which the proxy form is signed) must be received by the Company no later than 48 hours before the time fixed for holding the meeting (being 10.00 am, Monday 16 November 2015). Proxy forms can be delivered:

8. a) in person to the Company’s registered office Level 2, 20 Kings Park Road, West Perth, Western Australia 6005;

9. b) in person to Security Transfer Registrars Pty Ltd, Alexandrea House, Suite 1, 770 Canning Highway, Applecross, Western Australia 6153;

10. c) by post to Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, Western Australia 6953;

11. d) by email to registrars@securitytransfer.com.au;

12. e) facsimile to Security Transfer Registrars Pty Ltd on facsimile number (08) 9315 2233, or

13. f) online at www.securitytransfer.com.au.

14. An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor’s attorney duly authorised in writing or, if the appointer is a body corporate, by a director jointly with either another director or company secretary or if the company has only a sole director by the sole director, or by the company’s duly authorised attorney.

15. A proxy must cast all directed proxies as directed. Any directed proxies which are not voted will automatically default to the Chairman who must vote the proxies as directed.

16. The Chairman will vote undirected proxies in favour of Resolutions 2, 6 and 7. In respect of Resolutions 1, 3, 4 and 5, Shareholders should refer to the important information below under the heading “Important information concerning proxy votes on Resolutions 1, 3, 4 and 5”.

Please consult your professional adviser for further details.

IMPORTANT INFORMATION CONCERNING PROXY VOTES ON RESOLUTIONS 1, 3, 4 AND 5

The Corporations Act places certain restrictions on the ability of Key Management Personnel and their Closely Related Parties to vote on the advisory Resolution to adopt the Company’s Remuneration Report and other Resolutions connected directly or indirectly with the remuneration of the Company’s Key Management Personnel. At this year’s Annual General Meeting, these laws will impact on Resolutions 1, 3, 4 and 5.

If the Chairman is appointed, or taken to be appointed, as your proxy, you can direct the Chairman to vote ‘for’ or ‘against’, or ‘abstain’ from voting on, Resolutions 1, 3, 4 and 5 on the Proxy Form. If you do not direct the Chairman how to vote on Resolutions 1, 3, 4 and 5, you acknowledge you are expressly authorising him to vote in favour of the relevant Resolution.

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If you appoint a member of Key Management Personnel of the Company (other than the Chairman) or their Closely Related Parties as your proxy, you must direct them how to vote on Resolutions 1, 3, 4 and 5. If you do not do so, you risk your vote not being cast.

For these reasons, Shareholders are encouraged to closely review the instructions on the proxy form and are encouraged to direct their proxy as to how to vote on all Resolutions.

VOTING ENTITLEMENTS

For the purposes of section 1074E(2) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the meeting will be the entitlement of that person set out in the Company’s register as at 10.00 am WST on Monday, 16 November 2015. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.

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ENERGIA MINERALS LIMITED

ABN 63 078 510 988

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Adina Apartment Hotel Perth, 33 Mounts Bay Road, Perth 6000, Western Australia, on Wednesday, 18 November 2015 at 10.00 am WST.

The Directors recommend Shareholders read this Explanatory Memorandum and the Notice of Annual General Meeting in full before making any decision in relation to the Resolutions. Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the meaning given to them in the glossary contained in this Explanatory Memorandum.

1. CONSIDERATION OF REPORTS

Section 317 of the Corporations Act requires the Directors of the Company to lay before the Meeting the Financial Statements, Directors’ Report (including the Remuneration Report) and the Auditor’s Report for the last financial year that ended before the AGM.

In accordance with section 250S of the Corporations Act , Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to those reports but no formal resolution to adopt the reports will be put to Shareholders at the AGM (save for Resolution 1 for the adoption of the Remuneration Report).

Shareholders will be given an opportunity to ask the Company’s auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report. In addition to taking questions at the meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about the finances of the Company, may be submitted no later than five business days before the Meeting to the registered office of the Company.

A copy of the Company’s 2015 Annual Report is available on the ASX website or at www.energiaminerals.com within the ASX Announcements located in the Investor Centre section of the website.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Section 298 of the Corporations Act requires that the Directors’ Report contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act .

By way of summary, the Remuneration Report:

• (a) discusses the Company’s policy and the process for determining the remuneration of its Directors, including the Managing Director and employees;

• (b) addresses the relationship between the remuneration of the Company’s executive officers and the performance of the Company; and

• (c) sets out remuneration details for each Director and each of the Key Management Personnel of the Company named in the Remuneration Report for the financial year ended 30 June 2015.

Shareholders are entitled to vote on the question as to whether the Remuneration Report as contained in the Annual Report for the year ended 30 June 2015 is to be adopted. Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted.

Pursuant to section 250R(3) of the Corporations Act , Shareholders should note that Resolution 1 is of an advisory nature only and does not bind the Directors or the Company.

In accordance with section 250SA of the Corporations Act , Shareholders will be provided with a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report at the meeting.

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The Corporations Act provides that if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) who were in office at the date of the approval of the applicable Directors’ report must stand for re-election.

At the Company’s 2014 annual general meeting, less than 25% of votes cast on the adoption of the remuneration report voted against its adoption.

If you intend to appoint a member of the Company’s Key Management Personnel (including any Director or the Chairman) or their Closely Related Parties as your proxy, please refer to the important information contained in the Notice of Meeting under the heading “Important information concerning proxy votes on Resolutions 1, 3, 4 and 5”.

3. RESOLUTION 2 – RE-ELECTION OF MR MAX COZIJN AS A DIRECTOR

Clause 78 of the Company’s constitution provides that a Director (other than the Managing Director) may not hold office for a continuous period in excess of three years or past the third annual general meeting following the Director’s appointment, whichever is the longer, without submitting for re-election. If no Director is required to submit for re-election, the Director or Directors to retire at the annual general meeting are those who have been longest in office since their election.

Mr Cozijn retires from office in accordance with this requirement, and being eligible, offers himself for re-election as a Director of the Company. Mr Cozijn currently holds the position of Finance Director.

A brief profile of Mr Cozijn is set out below:

Mr Max D J Cozijn BCom, CPA, MAICD

Mr Cozijn has a Bachelor of Commerce Degree from the University of Western Australia having graduated in 1972, is a member of CPA Australia and is a member of the Australian Institute of Company Directors. He has over 30 years’ experience in the administration of listed mining and industrial companies, as well as various private operating companies.

During the past three years Mr Cozijn has also served as a director of the following listed companies:

• Oilex Ltd - appointed September 1997 (current);

• Jacka Resources Limited - appointed May 2014 (current);

• Carbon Energy Ltd - appointed September 1992 and resigned 21 April 2015; and

• Malagasy Minerals Limited - appointed September 2006 and resigned August 2013.

The non-candidate Directors unanimously support the re-election of Mr Cozijn and recommend that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – APPROVAL OF 2015 EMPLOYEE INCENTIVE PLAN

4.1 Background

The Company last sought and obtained Shareholder approval to issue securities under the Company’s employee incentive plan at the Company’s 2014 annual general meeting. While this approval will not expire until 2017, the Board seeks to approve a new incentive plan following a number of changes in legislation. Accordingly, the Board now seeks approval of the Company’s new employee incentive plan for the next three years, to be called the 2015 Employee Incentive Plan (“Plan”).

The terms of the Plan have been updated from the 2014 Employee Incentive Plan to take into account new ASIC Class Order 14/1000. In particular, the Plan now allows the Company to award incentives to particular contractors without the need for ASIC approval.

As Shareholders are aware, the Plan has been developed as a means of attracting, motivating, and retaining key employees and rewarding existing employees for their ongoing service to the Company. The grant of Incentives to eligible participants under the Plan is to provide a reward that is aligned with an improvement in the price of the Company’s Shares.

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Under the proposed Plan, the Board may offer to eligible participants the opportunity to subscribe for Incentives being Options and Performance Rights in the Company as the Board may decide. Incentives issued under the Plan will be offered to participants in the Plan on the basis of the Board’s view of the contribution of the eligible participant to the Company.

A summary of the key terms of the proposed Plan are set out in Annexure A .

4.2 Requirement for Shareholder approval

Listing Rule 7.1 requires that shareholder approval be obtained prior to the issue of securities representing more than 15% of the issued capital of that company 12 months prior to the date of issue.

Shareholder approval is required if any issue of incentives pursuant to the Plan is to fall within an exemption to the calculation of the 15% limit imposed by Listing Rule 7.1 on the number of securities which may be issued without Shareholder approval. Accordingly, Shareholder approval is sought for the purposes of Exception 9(b) of Listing Rule 7.2, which provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme that has been approved by the holders of ordinary securities within three years of the date of issue.

In the absence of Shareholder approval under Listing Rule 7.2, Exception 9(b), grants under the Plan can still occur but will be counted as part of the Company’s 15% Share issue capacity which would otherwise apply during a 12 month period.

4.3 Information required by Listing Rule 7.2

In accordance with Listing Rule 7.2, Exception 9(b), the following information is provided to Shareholders:

• (a) as at the date of the Meeting, 8,250,000 unlisted options have been issued under the 2014 Employee Incentive Plan, comprising:

• 14 January 2015 – 6,000,000 unlisted options granted to Graeme Collins (Director of Operations – Italy);

• 4 February 2015 – 750,000 unlisted options granted to an employee; and

• 6 July 2015 – 1,500,000 unlisted options granted to an employee.

• (b) a summary of the terms of the proposed 2015 Plan is set out in Annexure A . A copy of the full terms of the Plan is available for inspection by Shareholders at the Company’s registered office prior to the Meeting.

Voting prohibition and exclusion statements for Resolution 3 is included in the Notice of Meeting.

4.4 Termination benefits and the requirement for Shareholder approval

The Corporations Act restricts the benefits which can be given to certain persons (those who hold a managerial or executive office, as defined in the Corporations Act ) on leaving their employment with the Company or a related body corporate (the “Group ” ). Under Section 200B of the Corporations Act , a company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office (as defined in the Corporations Act ) in the Group if it is approved by shareholders or an exemption applies.

The provisions of the Corporations Act relating to termination benefits apply to all Key Management Personnel of the Group. Additionally, persons subject to the restrictions remain subject to them for at least three years after they cease to be a managerial or executive officer.

Under the termination benefits laws, the term “benefit” has a wide operation and relevantly includes the Board exercising its discretion under the rules of the Plan to permit the early vesting of Incentives granted under the Plan.

Circumstances in which the early vesting of Incentives include termination of the employee’s employment or office with the Company due to redundancy or in other circumstances where the Board exercises its discretion to do so. Shareholder approval is therefore being sought to give the Board authority to exercise certain discretions under the Plan, including the discretion to determine to vest some or all of the unvested Incentives of any relevant participant affected by the termination benefits laws.

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Resolution 3 seeks Shareholder approval of the provision of any “termination benefit” to any current or future participant under the Plan who holds:

• (a) a managerial or executive office in the Group at the time of their leaving or at any time in the three years prior to their leaving; and

• (b) Incentives granted under the Plan at the time of their leaving.

Non-executive Directors are not entitled to participate in the Plan and so none of the approvals will apply to them.

The Company is seeking this approval to assist the Group to meet its existing obligations to executive Directors and employees of the Group, and to provide the Group with the flexibility to continue to remunerate employees fairly and responsibly.

lf the relevant Shareholder approval is obtained and the Board exercises its discretion to vest some or all of an affected participant’s unvested Incentives (or to provide that the participant's Incentives do not lapse but will continue and be tested in the ordinary course), the value of the benefit will be disregarded when calculating the relevant participant's cap for the purposes of calculating the permissible termination benefits payable under the Corporations Act .

4.5 Section 200E of the Corporations Act

Section 200E requires certain information to be provided to Shareholders in approving a termination benefit.

Details of the termination benefits

The Plan contains provisions setting out the treatment of unvested Incentives in situations such as where an employee leaves the Company (in certain circumstances). For example, under the rules of the Plan, where a participant resigns from his or her employment with the Company before his or her Incentives have vested, the Board may exercise its discretion to determine that some or all of the Incentives will vest, and the basis on which vesting may occur (which may include, without limitation, timing and conditions).

As noted above, the exercise of these discretions will constitute a “benefit” for the purposes of the Corporation Act’s termination benefits provisions.

Value of the termination benefits

The value of the proposed termination benefits cannot currently be ascertained as the manner in which the value is calculated depends on various matters, events and circumstances that will, or are will likely to, affect the calculation of the value.

Specifically, the value of a particular benefit will depend on factors such as the Company’s share price at the time of vesting and the number of Incentives that the Board decides to vest.

Some of the factors that may affect the value of the termination benefits are as follows:

• the participant’s length of service and the portion of any relevant performance periods that have expired at the time they leave employment;

• the participant’s total fixed remuneration at the time grants are made under the Plan and at the time they leave employment; and

• the number of unvested Incentives that the participant holds at the time they leave employment.

Voting exclusion

A voting exclusion statement is included in the Notice of Annual General Meeting in respect of Resolution 3.

4.6 Directors’ recommendation and proxy voting

The Board considers that the Plan is an appropriate mechanism to assist in the recruitment, reward, retention and motivation of senior executives and employees and recommend that Shareholders vote in favour of Resolution 3.

If you intend to appoint a member of the Company’s Key Management Personnel (including any Director of the Company or the Chairman) or their Closely Related Parties as your proxy, please refer to the important information contained in the Notice of Meeting under the heading “Important information concerning proxy votes on Resolutions 1, 3, 4, and 5”.

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5. RESOLUTIONS 4 AND 5 – APPROVAL OF ISSUE OF OPTIONS TO MR KIM ROBINSON AND MR MAX COZIJN

5.1 Background to Resolutions 4 and 5

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue the following number of Options to Mr Kim Robinson (or his nominee) and Mr Max Cozijn (or his nominee) pursuant to the Plan and on the terms and conditions set out below:

Director	No. of Options	Exercise Date	Exercise Price	Expiry Date
Kim Robinson	3,000,000 (tranche 1)	On date of grant	$0.12	18 November 2020
Kim Robinson	3,000,000 (tranche 2)	18 November 2016	$0.18	18 November 2020
Kim Robinson	3,000,000 (tranche 3)	18 November 2017	$0.24	18 November 2020
Max Cozijn	750,000 (tranche 1)	On date of grant	$0.12	18 November 2020
Max Cozijn	750,000 (tranche 2)	18 November 2016	$0.18	18 November 2020
Max Cozijn	750,000 (tranche 3)	18 November 2017	$0.24	18 November 2020

The key terms of the Options to be issued to Mr Robinson (or his nominee) and Mr Cozijn (or his nominee) will be the same as any other Option granted under the Plan. For a summary of the Plan, refer to Annexure A .

5.2 Reasons for the grant of Options to Messrs Robinson and Cozijn

Each Option proposed to be issued is exercisable into one Share upon payment of the exercise price. The Options will only be exercisable after reaching their exercise date but must be exercised before their expiry date. Unexercised Options will lapse on their expiry date.

The Board made the decision to issue the Options to Messrs Robinson and Cozijn on the basis that their continuing involvement and contribution to the Company will be significant in achieving sustainable growth in Shareholder value. The Board considers that the grant of the Options is a cost effective method of providing an incentive for their ongoing commitment and contribution to the Company whilst maintaining the Company’s cash reserves. Details of Messrs Robinson’s and Cozijn’s remuneration and other interests in the Company are set out in the Remuneration Report and Director’s Report in the Company’s 2015 Annual Report released to the ASX on 17 September 2015 and available on the Company’s website.

In determining the terms and number of Options to be granted the Board took into account the existing remuneration package of Messrs Robinson and Cozijn (details of which is set out below). Each year the Board reviews, and after considering the Company’s Remuneration Committee Charter, approves each Director’s remuneration package. This includes fixed remuneration and incentives in the form of Options.

The proposed grant of Options forms part of the FY2016 remuneration structure for Messrs Robinson and Cozijn. The Board, after considering the Company’s Remuneration Committee Charter, consider that Messrs Robinson’s and Cozijn’s remuneration packages (including their participation in the Plan through the proposed grant of the above Options) are reasonable and appropriate having regard to the Company’s circumstances and Messrs Robinson’s and Cozijn’s responsibilities as Managing Director and Finance Director respectively.

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5.3 Requirement for Shareholder Approval

In accordance with Listing Rules 10.14, Resolutions 4 and 5 require Shareholder approval for the grant of Options to Messrs Robinson and Cozijn. If Shareholder approval is given under Listing Rule 10.14, approval is not required under Listing Rule 7.1. Accordingly, the grant of Options will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to Listing Rule 7.1

Chapter 2E of the Corporations Act also requires Shareholder approval where a public company seeks to give a “financial benefit” to a “related party”. Directors are considered to be related parties within the meaning of the Corporations Act . The Options to be granted to Messrs Robinson and Cozijn will constitute a financial benefit for the purposes of Chapter 2E of the Corporations Act . While the Board believes the offer of Options is reasonable, it considers it prudent to obtain Shareholder approval for this purpose. Accordingly, Resolutions 4 and 5 also seek Shareholder approval of the grant of Options to Messrs Robinson and Cozijn in accordance with Chapter 2E of the Corporations Act .

5.4 Valuation of Options

Under the Corporations Act , the Company is required to attribute a value to the Options to be issued to Messrs Robinson and Cozijn.

The Options will not be listed on any stock exchange and so there is no readily ascertainable market value of the Options. Accordingly, in such circumstances ASIC has indicated that option value should be determined in accordance with accounting standard AASB 2 (Share Based Payments). The Board notes that the value of options can vary significantly depending on the methodology used and the assumptions made and any one particular valuation methodology is not necessarily representative of the actual value of the Options.

In accordance with the requirements of accounting standard AASB 2, the indicative value of the Options as at 22 September 2015 (being the latest practicable date before lodgement of this Notice of Meeting with ASIC on 24 September 2015) is set out below and was calculated using the Black and Scholes option pricing model (“B&S Model”):

Director	Total Number of Options	Total value using the B&S Model
Kim Robinson	3,000,000 (tranche 1)	$86,100
Kim Robinson	3,000,000 (tranche 2)	$77,100
Kim Robinson	3,000,000 (tranche 3)	$70,500
Max Cozijn	750,000 (tranche 1)	$21,525
Max Cozijn	750,000 (tranche 2)	$19,275
Max Cozijn	750,000 (tranche 3)	$17,625

The B&S Model is based on a number of assumptions, including an assumption that the Options being valued are American call options, in that they can be exercised at any time on or before the expiry date. In addition, the B&S Model assumes that there is a liquid market for the Options. Because the B&S Model assumes a liquid market, the amount calculated by the B&S Model represents a maximum theoretical value. In assessing the indicative fair value of the Options, no discount has been applied for this lack of marketability (on the basis that the Options will be unquoted and only transferable under certain conditions, please see Annexure A ).

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Set out below are the specific assumptions and variables relied upon in calculating the indicative value set out above:

Assumptions

• that the Options are American call options (i.e. they can be exercised at any time prior to the expiry date);

• there are no transaction costs, options and shares are infinitely divisible, and information is available to all without cost;

• short selling is allowed without restriction or penalty;

• the risk free interest rate is known and constant throughout the duration of the option contract; and

• the underlying shares do not currently pay a dividend.

Variables[1]

• Share price of $0.0467 (based on the weighted average price of the Company’s Shares over the last 28 trading days prior the last practicable date before lodgement of this Notice of Meeting with ASIC on 24 September 2015);

• A risk free interest rate of 2.19%;

• Forecast volatility of 100%;

• Exercise prices of $0.12, $0.18 and $0.24 respectively;

• Expiry date of 18 November 2020; and

• Life of options being 5 years.

Notes:

1. Any change in the variables applied in the B&S Model between the date of the valuation and the date the Options are issued would have an impact on their value.

5.5 Other implications for the Company

Financial Implications

Australian International Financial Reporting Standards require the Options to be expensed which is guided by AASB 2 – Share Based Payments. In accordance with AASB 2, these Options will commence being expensed in the financial year ended 30 June 2016 and will continue to be expensed over the period of vesting.

Expensing the Options will have the effect of increasing both the expenses and contributed equity of the Company. Whilst there will be a reduction in profit, there will be no impact on the net assets or the cash position or financial resources of the Company as a result of expensing the Options.

There are no tax implications for the Company in issuing these Options.

Dilution

The Company presently has 609,020,979 Shares and 28,500,000 unlisted Options on issue. The grant of the Options to Messrs Robinson and Cozijn will have a dilutionary effect on the percentage interest of existing Shareholders’ holdings if all Options are exercised.

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The dilutionary effect if all the Options proposed to be granted to Messrs Robinson and Cozijn are exercised would amount to approximately 1.81% of the Company’s current issued Shares as detailed below:

Proforma assuming exercise of Options	Number
Current Shares on Issue	609,020,979
Potential Shares on Exercise of Options:
Kim Robinson, Resolution 4	9,000,000
Max Cozijn, Resolution 5	2,250,000
Potential Shares of issue post exercise	620,270,979
Existing Shareholders % post exercise	98.19%

If the Options are exercised by Messrs Robinson and Cozijn, the value of the Company’s Shares may also be diluted. If, at the time of exercise, the Share price is higher than the exercise price the value will be diluted as Messrs Robinson and Cozijn will be paying lower prices for the Shares when they exercise the Options. In this regard, it is considered unlikely that the Options will be exercised if the Company’s Share price is lower than the exercise price.

The Board notes that the process of exercising the Options will result in the Company raising additional funds for working capital purposes. If Mr Robinson exercised all of his Options, the Company would receive a cash injection of $1.62 million. If Mr Cozijn exercised all of his Options, the Company would receive a cash injection of $405,000.

5.6 Additional statutory and Listing Rule disclosures

Corporations Act Chapter 2E approval

In accordance with section 219 of the Corporations Act , the following information is provided to Shareholders to enable them to assess the proposed grant of Options to Messrs Robinson and Cozijn:

a) Messrs Robinson and Cozijn, being Directors of the Company, are related parties to whom a financial benefit would be given if Resolutions 4 and 5 are passed.

b) The proposed financial benefit to be given to Messrs Robinson and Cozijn is the issue of Options for no consideration as detailed above. The full terms and conditions of the Options are set out in Annexure A to this Explanatory Memorandum.

c) Messrs Robinson and Cozijn decline to make a recommendation to Shareholders in relation to Resolutions 4 and 5 respectively due to their interest in the outcome of their respective Resolution. The other Directors, who do not have a material interest in the outcome of Resolutions 4 or 5, recommend that Shareholders vote in favour of Resolutions 4 and 5.

Page 14

d) The table below illustrates the current relevant interests each of Messrs Robinson and Cozijn have in the Company’s securities as at the date of this Notice:

Director	Relevant Interest
Kim Robinson	 8,717,832 Shares (held directly)  11,483,799 Shares1  4,000,000 unlisted options exercisable at $0.10 per ordinary share, expiring 30 April 20171  4,000,000 unlisted options exercisable at $0.20 per ordinary share, expiring 30 April 20171  4,000,000 unlisted options exercisable at $0.30 per ordinary share, expiring 30 April 20171
Max Cozijn	 29,167 Shares (held directly)  29,167 Shares2  1,399,976 Shares3

Notes:

1. Mr Robinson has an indirect interest in these Shares held by Mr K Robinson & Mrs J Robinson as trustee for the Kim Robinson Superannuation Fund.

2. Mr Cozijn has an indirect interest in these Shares held by Diplomat Holdings Pty Ltd ATF Supermax Rf.

3. Mr Cozijn has an indirect interest in these Shares held by Diplomat Holdings Pty Ltd.

e) Messrs Robinson and Cozijn’s current annual remuneration (including superannuation) and the total financial benefits proposed as a result of the issue of the Options the subject of Resolutions 4 and 5 is as follows:

Director	Cash/Salary/Fees $	Superannuation $	Value of proposed Options1	Total remuneration $
Kim Robinson	319,635	30,365	233,700	583,700
Max Cozijn	117,662	11,178	58,425	187,265

Notes:

1. Details regarding the valuation methodology are provided in section 5.4 above.

f) The following table gives details of the highest, lowest and latest closing price of the Shares trading since quotation in the 12 months before the last practicable date before lodgement of this Notice of Meeting with ASIC on 21 September 2015:

	Price ($)	Date
Highest	$0.062	3 June 2015
Lowest	$0.025	23 December 2014
Last	$0.046	21 September 2015

g) Using the assumed Option value derived from the B&S Model set out above, the impact of the issue of Options on the Company’s income statement for the financial year ended 30 June 2016 under Resolutions 4 and 5 would be the recognition of an estimated share based payment expense of $201,250.

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Listing Rule 10.14

Listing Rule 10.14 provides that a company must not permit any director or their associates to acquire securities under an employee incentive scheme without first obtaining the approval of shareholders by ordinary resolution. As Resolutions 4 and 5 relate to the issue of securities to Directors under the Plan, Shareholder approval must be obtained. Listing Rule 10.15 requires the following information to be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 10.14:

	Mr Kim Robinson	Mr Max Cozijn
Grantee	The Options will be granted to Mr Kim Robinson (an Executive Director of the Company) or his nominee(s).	The Options will be granted to Mr Max Cozijn (an Executive Director of the Company) or his nominee(s).
Number of Options	Subject to Shareholder approval, the maximum number of Options to be granted to Mr Robinson is 9,000,000.	Subject to Shareholder approval, the maximum number of Options to be granted to Mr Cozijn is 2,250,000.
Tranches	The Options will be granted in three tranches of 3,000,000 Options.	The Options will be granted in three tranches of 750,000 Options.
Consideration	The Options will be issued for nil consideration.
Exercise price	Exercise price of each tranche of Options will be $0.12, $0.18 and $0.24 respectively.
Expiry date	The Options will expire on 18 November 2020.
Vesting conditions	The Options are also subject to vesting conditions as specified in this Explanatory Memorandum.
Names of all persons who received securities under the 2014 Employee Incentive Plan	As at the date of the Meeting, 8,250,000 unlisted options have been issued under the 2014 Employee Incentive Plan, comprising:  14 January 2015 – 6,000,000 unlisted options granted to Graeme Collins (Director of Operations – Italy);  4 February 2015 – 750,000 unlisted options granted to an employee; and  6 July 2015 – 1,500,000 unlisted options granted to an employee.
Names of all Directors (and their associates) entitled to participate in the Plan	All executive Directors are currently eligible to participate in the Plan.
Loans	No loans will be made by the Company in connection with the acquisition of the Options by Mr Robinson and Mr Cozijn.
Date of grant	The Options will not be granted under the Plan later than 12 months from the date of the Meeting without obtaining further Shareholder approval. It is anticipated that the three tranches of Options will be granted together before 25 November 2015.

A voting exclusion and prohibition statement for Resolutions 4 and 5 is included in the Notice of Meeting.

5.7 Other information

The Company is not aware of other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by the proposed Resolutions 4 and 5.

Page 16

5.8 Directors’ recommendation and proxy voting

The Board believes that the grant of Options to Messrs Robinson and Cozijn are reasonable and appropriate and constitute an important component in their remuneration packages. The Board considers the grant of the Options is a cost effective method of providing an incentive for their ongoing commitment and contribution to the Company whilst maintaining the Company’s cash reserves. Accordingly, the Board (other than Messrs Robinson and Cozijn in respect of their relevant Resolution) recommends that Shareholders vote in favour of Resolutions 4 and 5.

Being the recipients of the proposed grant, it is not appropriate for Messrs Robinson and Cozijn to make a recommendation in respect of their relevant Resolution.

If you intend to appoint a member of the Company’s Key Management Personnel (including any director of the Company or the Chairman) or their Closely Related Parties as your proxy, please refer to the important information contained in the Notice of Meeting under the heading “Important information concerning proxy votes on Resolutions 1, 3, 4 and 5”.

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF 2,250,000 OPTIONS

6.1 Background

On 6 July 2015, the Company granted 2,250,000 Options to a contractor in consideration for services. The Options were granted under the Company’s 15% annual placement capacity under ASX Listing Rule 7.1. The contractor is not a related party of the Company.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, without prior shareholder approval, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the Options, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the allotment and issue of Options to the contractor.

6.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the abovementioned issue:

Number of Options 2.250.000 Options issued

Price of Options The Options were granted for nil cash consideration for services.

Terms of the Options The Options were granted on terms consistent with the Plan in three tranches:

1. 750,000 vested Options, exercisable at $0.12 per Share, expiring 30 June 2020.

2. 750,000 Options vesting 1 July 2017, exercisable at $0.24 per Share, expiring 30 June 2020.

3. 750,000 Options vesting 1 July 2016, exercisable at $0.18 per Share, expiring 30 June 2020.

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Refer to Annexure A for further details regarding the Option terms.

Names of the Marcello de Angelis , a contractor of the Company. recipients of Options

Use of funds raised As the Options were granted for nil cash consideration, no funds will be raised from the grant of the Options, although funds may be raised in the future to the extent the Options are exercised.

Voting exclusion A voting exclusion statement in respect of Resolution 6 is set out in the Notice. statement

6.3 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6.

7. RESOLUTION 7 – APPROVAL OF ADDITIONAL 10% SHARE ISSUE CAPACITY

7.1 Background to Resolution 7

Listing Rule 7.1 requires Shareholder approval for an issue of securities in the Company if that issue will, when aggregated with all other issues during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

In accordance with Listing Rule 7.1A, eligible entities may seek shareholder approval at their annual general meeting to issue a further 10% of their issued share capital (“10% Share Issue Capacity”) in addition to the 15% placement capacity set out in Listing Rule 7.1.

The 10% Share Issue Capacity must be approved by a Special Resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

An eligible entity for the purpose of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. At the date of this Notice, the Company is an eligible entity.

Any issue of securities under Listing Rule 7.1A:

• (a) must be in the same class as an existing quoted class of the Company’s equity securities;

• (b) may be issued at a maximum 25% discount to the current market price; and

• (c) must be calculated in accordance with the formula prescribed by Listing Rule 7.1A.2.

Resolution 7 seeks Shareholder approval for the Company to have the ability to issue securities under the 10% Share Issue Capacity. The approval of Resolution 7 will provide the Company with the flexibility to issue securities under the 10% Share Issue Capacity in addition to the 15% placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

7.2 Technical information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, the following information is provided for the purpose of obtaining Shareholder approval for Resolution 7:

Minimum price The minimum price at which securities may be issued under the 10% Share Issue Capacity is 75% of the volume weighted average price of securities in the same class calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price of the securities to be issued is agreed; or

• (b) if they are not issued within five ASX trading days of the date in paragraph (a), the date on which the securities are issued.

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Potential risk of economic and voting dilution

If this Resolution is approved by Shareholders and securities are issued under the 10% Share Issue Capacity, there is a risk of economic and voting dilution to the ordinary security holders of the Company. There is a specific risk that:

• the market price for the Company’s Shares may be significantly lower on the date of the issue than it is on the date of the AGM; and

• the securities may be issued at a price that is at a discount to the market price for the Company’s Shares on the issue date,

which may have an effect on the amount of funds raised by the issue of the securities.

In addition to the current issued capital and market price, the table below shows the economic and voting dilution effect in circumstances where the issued capital has doubled and the market price of the Shares has halved.

The table also shows various other scenarios based on different issued capitals and market prices of Shares.

Shares on issue before 10% issued	Additional 10% Shares issued	Total Shares on issue	Capital raised considering hypothetical issueprice of shares issued	Capital raised considering hypothetical issueprice of shares issued	Capital raised considering hypothetical issueprice of shares issued
			$0.023	$0.046	$0.075
Current 609,020,979	60,902,098	669,923,077	$1,400,748	$2,801,497	$4,567,657
50% increase 913,531,469	91,353,147	1,004,884,615	$2,101,122	$4,202,245	$6,851,486
100% increase 1,218,041,958	121,804,196	1,339,846,154	$2,801,497	$5,602,993	$9,135,315

The above table has been prepared on the following assumptions:

1. The market price is $0.046 based on the closing price of the Company’s Shares on the ASX on 21 September 2015.

2. The current issued share capital has been calculated in accordance with the formula in Listing Rule 7.1A(2).

3. The Company issues the maximum number of securities available under the 10% Share Issue Capacity.

4. No options are exercised prior to the date of issue of any Shares under the 10% Share Issue Capacity.

5. The table shows the effect of issues of the Company’s equity securities under the 10% Share Issue Capacity, not under the Company’s 15% placement capacity.

6. The table does not show an example of dilution that may be caused to any particular Shareholder (taking into account that Shareholder’s holding at the date of the AGM).

7. The issue of securities under the 10% Share Issue Capacity consists only of Shares.

8. The issue price of the 10% Share Issue Capacity used in the table does not take into account discount to market price (if any).

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Timing of potential issues

If Shareholder approval of Resolution 7 is obtained, securities may be issued under the 10% Share Issue Capacity during the period commencing on the date of the Meeting and ending on the first to occur of the following:

• (a) 12 months after the date of the Meeting; and

• (b) the date of Shareholder approval for any transaction under Listing Rules 11.1.2 (significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

Purpose of potential issues

Shares may be issued under the 10% Share Issue Capacity for the following purposes:

• (a) non-cash consideration for the acquisition of new assets or other investments. If this occurs, the Company will provide a valuation of the non-cash consideration in accordance with Listing Rule 7.1A.3; and/or

• (b) cash consideration. If this occurs, the Company intends to use funds raised to further progress its exploration projects and for working capital purposes.

The Company will comply with its disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon any issue of Shares under the 10% Share Issue Capacity.

Allocation policy

The Company’s allocation policy will depend on the prevailing market conditions at the time of any proposed issue under the 10% Share Issue Capacity.

The identity of allottees of securities under the 10% Share Issue Capacity will be determined on a case-by-case basis having regard to factors which may include:

• (a) the methods of raising funds which are available to the Company, including the time and market exposure associated with the various methods of raising capital applicable at the time of the raising;

• (b) the effect of any such issue on the control of the Company;

• (c) the financial situation of the Company; and

• (d) advice from corporate, financial and broking advisers.

As at the date of this Notice, the allottees under the 10% Share Issue Capacity have not been determined. They may, however, include substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Previous approvals The Company first obtained Shareholder approval under Listing Rule 7.1A at its 2014 under Listing Rule annual general meeting. The approval given at the 2014 annual general meeting will 7.1A expire on 23 November 2015.

As at the date of this Notice, the Company has issued the following equity securities in the 12 month period preceding the date of the Annual General Meeting, further details of which are set out in Annexure B .

Reason	Number	Equity security
Issue of unlisted Options pursuant to the 2014 Employee Incentive Plan	6,000,000	Options
Issue of unlisted Options pursuant to the 2014 Employee Incentive Plan	750,000	Options
Issue of unlisted Options pursuant to the 2014 Employee Incentive Plan	1,500,000	Options
Issue of unlisted Options to a contractor	2,250,000	Options
Total	10,500,000

All equity securities issued in the previous 12 months were issued for nil consideration as Incentives under the Plan or as Options on terms consistent with the Plan.

Page 20

The equity securities issued in the previous 12 months, if converted, would amount to 10,500,000 Shares. On 24 November 2014, the equity securities of the Company constituted, or were convertible into, 639,670,979 Shares.

On this measure, the equity securities issued in the preceding 12 months amount to approximately 1.64% of the equity securities on issue at 24 November 2014.

Voting exclusion statement

A voting exclusion statement is included in the Notice.

7.3 Directors’ recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 7.

Page 21

GLOSSARY

" 10% Share Issue Capacity ” means the additional 10% Share capital the Company may issue on top of the existing right to issue equity securities equivalent to 15% of the Company’s Shares, subject to Shareholder approval;

" 2014 Employee Incentive Plan " means the employee incentive plan approved by Shareholders on 24 November 2014;

" 2015 Employee Incentive Plan " or " Plan " means the employee incentive plan considered by Resolution 3 and Annexure A ;

" AGM ", " Annual General Meeting " or " Meeting " means the annual general meeting the subject of this Notice;

" ASIC " means the Australian Securities and Investments Commission;

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" Board " means the board of Directors of the Company;

" Chairman " means the chairman of the Annual General Meeting.

“Closely Related Party” of a member of the key management personnel means :

• a) a spouse or child of the member; or

• b) a child of the member’s spouse; or

• c) a dependent of the member or the member’s spouse; or

• d) anyone else who is one of the member’s family and may be expected to influence the member or be influenced by the member in the member’s dealings with the Company; or

• e) a company the member controls; or

• f) a person prescribed by the Corporations Regulations 2001 (Cth) ;

" Company " or " Energia " means Energia Minerals Limited ABN 63 078 510 988;

” Controlled Entities ” means an entity that is subject to the control of another entity in terms of section 50AA of the Corporations Act ;

" Corporations Act " means the Corporations Act 2001 (Cth) ;

" Director " means a current director or alternate director of the Company;

" Explanatory Memorandum " means this Explanatory Memorandum attached to the Notice;

" Group " means Energia and its subsidiaries.

" Incentive " means an Option or Performance Right issued under the Plan;

“Key Management Personnel” has the same meaning as in the accounting standards. Broadly speaking this includes those persons with the authority and responsibility for planning, directing and controlling the activities of the Company (whether directly or indirectly), and includes any directors of the Company.

" Listing Rules " means the Listing Rules of ASX;

" Notice ", " Notice of Meeting " and " Notice of Annual General Meeting " means the notice of meeting which accompanies this Explanatory Memorandum;

" Option " means an option to acquire a Share;

" Performance Right " means a performance right given to an employee under the 2015 Employee Incentive Plan;

“ Remuneration Report ” means the remuneration report prepared in accordance with section 300A of the Corporations Act for the financial year ended 30 June 2015;

" Resolution " means a resolution referred to in the Notice;

" Share " means a fully paid ordinary share in the Company;

" Shareholder " means a shareholder of the Company;

• " WST " means Australian Western Standard Time.

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ANNEXURE A – SUMMARY OF THE 2015 EMPLOYEE INCENTIVE PLAN

The key features of the Plan and the proposed terms of the incentives which may be granted are summarised below.

The Plan provides the Board with flexibility to grant Incentives as either Options, or Performance Rights.

Eligible participants: The following will be eligible to be granted Incentives under the Plan:

• full and part time employees of any Energia group company (wherever they reside), including any director of any Energia group company who holds salaried employment or office in a group company;

• any contractor (whether an individual or a company) who is eligible in accordance with the terms of the Plan; and

• any other person has been declared by the Board to be an eligible participant for the purposes of the Plan.

• Further regulatory requirements for executive Directors or employees residing outside Australia may apply.

	Further regulatory requirements for executive Directors or employees residing outside Australia may apply.
	Eligible participants may renounce any offer of Incentives under the Plan to
	specified nominees if such renunciation is approved by the Board.
Entitlement for	Subject to the terms of the Plan, vesting and the satisfaction of any performance
Performance Rights:	conditions, each Performance Right entitles the holder to receive one Share.
Exercise price for	There is no consideration payable upon the grant or exercise of a Performance
Performance Rights:	Right.
Entitlement for Options:	Subject to the terms of the Plan, vesting and the satisfaction of any performance
	conditions, each Option entitles the holder to acquire (whether by purchase or
	subscription) and be allotted one Share on the exercise of the Option.
Exercise price for Options:	There is no consideration payable upon the grant of an Option. The exercise price of
	an Option will be determined by the Board in its absolute discretion.
Vesting conditions:	The Board, at the time of the grant of an Incentive under the Plan, will determine
	what (if any) vesting conditions need to be satisfied before the Incentives may be
	exercised.
Vesting on change of	The Board has absolute discretion to determine that all or a portion of Incentives
control:	that remain subject to a vesting condition immediately vest and are received or
	become exercisable by the participant in the event that:
	• a takeover bid is made for the Company;
	• another corporate transaction is pursued (such as a scheme of arrangement,
	selective capital reduction etc) which results in the bidder acquiring voting
	power to more than 50% of the Company; or
	• the Board determines, acting in good faith and consistent with its fiduciary
	duties, that a person has obtained voting power which is sufficient to control
	the composition of the Board of the Company.
	Incentives will lapse on their expiry date.
Vesting in other	The Board may permit a participant to exercise Incentives or have such Incentives
circumstances:	vested, in other limited situations, such as where a resolution is passed approving
	the disposal of the Company’s main undertaking or on a winding up of the
	Company.
Expiry date:	The Board will set out in an invitation to participate in the Plan the date and times
	when any Incentives lapse.
Impact of cessation of	Treatment of Incentives on cessation of employment:
employment:

Page 23

Cause	Incentives which have not vested	Incentives which have vested
Termination for ill health or death	Immediately lapse unless Board determines otherwise	May be exercised (in the case of ill health) by the participant, or (in the case of death) by the participant’s personal representative, until the Incentive lapses
Termination for cause (e.g. fraud, dishonesty, material breach of obligations)	Immediately lapse	Right to exercise is immediately suspended for 14 days. During this period, the Board may lift the suspension and allow the Incentives to be exercised for a period ending no later than the date the Incentive lapses. If the Board does not lift the suspension, the Incentives will immediately lapse at the end of the suspension period
Termination by consent (e.g. resignation)	Immediately lapse unless Board determines otherwise	May be exercised until the Incentive lapses
Redundancy, constructive dismissal, other termination by Company not dealt with above	Immediately lapse unless Board determines otherwise	May be exercised until the Incentive lapses

Exercise into acquirer shares:

Transferability:

Right to participate in dividends:

Adjustment for rights issues:

Subject to the Listing Rules, the Plan provides flexibility for the Company to agree with any successful acquirer of the Company to an arrangement whereby Incentives will become exercisable or vest into shares of the successful acquirer or its parent in lieu of Shares. Any such exercise or vesting will be on substantially the same terms and subject to substantially the same conditions as the holder may exercise or vest Incentives to acquire Shares, but with appropriate adjustments to the number and kind of Shares subject to the Incentives, as well as to any exercise price.

Incentives are only transferable upon a takeover bid where the Incentives are transferred to the bidder, upon a scheme of arrangement where the Incentives are transferred to the acquirer, by force of law upon death of the Incentive holder or upon bankruptcy of the Incentive holder, or otherwise with the consent of the Board.

Incentives will not entitle the holder to any dividends (or Shares or rights in lieu of dividends) declared or issued by the Company.

The exercise price of Incentives (if applicable) will be adjusted in the manner provided by the Listing Rules in the event of the Company conducting a rights issue prior to the exercise and lapse of the relevant Incentive.

Page 24

Other rights to participate If the Company completes a bonus issue during the term of an Incentive, the in bonus issues, number of Shares the holder is then entitled to will be increased by the number of reorganisations and new Shares which the holder would have been issued in respect of Incentives if they issues etc: were exercised (in the case of Options) or are vested and are received (in the case of Performance Rights) immediately prior to the record date for the bonus issue.

In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Incentives to which the holder is entitled or the exercise price of the Incentives (if applicable), or both as appropriate, will be adjusted in the manner provided for in the Listing Rules.

Subject to the terms of the Plan and as otherwise set out above, during the currency of the Incentives and prior to their exercise (in the case of Options) or vesting and receipt (in the case of Performance Rights), the holder is not entitled to participate in any new issue of securities of the Company as a result of their holding the Incentives.

Listing: The Incentives will not be listed. Board discretion: The Board has power to determine the appropriate procedures for administration of the Plan in accordance with its terms.

Notwithstanding the Board’s current policy, under the terms of the Plan, the Board has absolute discretion to determine the exercise price, the expiry date and vesting conditions of any grants made under the Plan, without the requirement for further Shareholder approval.

Page 25

ANNEXURE B – SECURITIES ISSUED IN PRIOR 12 MONTHS

Details	Date of issue	Number of securities	Class / Type of security	Summary of terms	Investor / Recipient	Price	Cash consideration
Issue of Options	14 Jan 15	2,000,000	Unlisted Options	Vested unlisted Options exercisable at $0.05 per Share, expiring 14 January 20201	Graeme Collins (Manager of Operations – Italy)	n/a	n/a
pursuant to the 2014 Employee Incentive Plan
Issue of Options pursuant to the 2014 Employee Incentive Plan	14 Jan 15	2,000,000	Unlisted Options	Unlisted Options vesting 14 January 2016, exercisable at $0.10 per Share, expiring 14 January 20201	Graeme Collins (Manager of Operations – Italy)	n/a	n/a
Issue of Options pursuant to the 2014 Employee Incentive Plan	14 Jan 15	2,000,000	Unlisted Options	Unlisted Options vesting 14 January 2017, exercisable at $0.15 per Share, expiring 14 January 20201	Graeme Collins (Manager of Operations – Italy)	n/a	n/a
Issue of Options pursuant to the 2014 Employee Incentive Plan	4 Feb 15	250,000	Unlisted Options	Vested unlisted Options, exercisable at $0.05 per Share, expiring 14 January 20201	Eligible employee under the Company’s 2014 Employee Incentive Plan	n/a	n/a
Issue of Options pursuant to the 2014 Employee Incentive Plan	4 Feb 15	250,000	Unlisted Options	Unlisted Options vesting 14 January 2016, exercisable at $0.10 per Share, expiring 14 January 20201	Eligible employee under the Company’s 2014 Employee Incentive Plan	n/a	n/a
Issue of Options pursuant to the 2014 Employee Incentive Plan	4 Feb 15	250,000	Unlisted Options	Unlisted Options vesting 14 January 2017, exercisable at $0.15 per Share, expiring 14 January 20201	Eligible employee under the Company’s 2014 Employee Incentive Plan	n/a	n/a
Issue of Options pursuant to the 2014 Employee Incentive Plan	6 July 15	500,000	Unlisted Options	Vested unlisted Options, exercisable at $0.12 per Share, expiring 30 June 20201	Eligible employee under the Company’s 2014 Employee Incentive Plan	n/a	n/a
Issue of Options pursuant to the 2014 Employee Incentive Plan	6 July 15	500,000	Unlisted Options	Unlisted Options vesting 1 July 2016, exercisable at $0.18 per Share, expiring 30 June 20201	Eligible employee under the Company’s 2014 Employee Incentive Plan	n/a	n/a
Issue of Options pursuant to the 2014 Employee Incentive Plan	6 July 15	500,000	Unlisted Options	Unlisted Options vesting 1 July 2017, exercisable at $0.24 per Share, expiring 30 June 20201	Eligible employee under the Company’s 2014 Employee Incentive Plan	n/a	n/a

1 The full terms and conditions of these unlisted Options are detailed in the schedule to the Company’s 2014 Notice of Annual General Meeting.

Page 26

Details	Date of issue	Number of securities	Class / Type of security	Summary of terms	Investor / Recipient	Price	Cash consideration
Issue of Options to Contractor	6 July 15	750,000	Unlisted Options	Vested unlisted Options, exercisable at $0.12 per Share, expiring 30 June 20201	Eligible contractors	n/a	n/a
Issue of Options to Contractor	6 July 15	750,000	Unlisted Options	Unlisted Options vesting 1 July 2016, exercisable at $0.18 per Share, expiring 30 June 20201	Eligible contractors	n/a	n/a
Issue of Options to Contractor	6 July 15	750,000	Unlisted Options	Unlisted Options vesting 1 July 2017, exercisable at $0.24 per Share, expiring 30 June 20201	Eligible contractors	n/a	n/a

Page 27

ENERGIA MINERALS LIMITED

REGISTERED OFFICE:

LEVEL 2 20 KINGS PARK ROAD WEST PERTH WA 6005

ACN: 078 510 988

SHARE REGISTRY:

«HOLDER_NAME» «ADDRESS_LINE_1» «ADDRESS_LINE_2» «ADDRESS_LINE_3» «ADDRESS_LINE_4» «ADDRESS_LINE_5»

PROXY FORM

Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: Holder Number:	EMX
	«HOLDER_NUMBER

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.

Lodge your proxy vote securely at www.securitytransfer.com.au

VOTE

«ONLINE PRX

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:

==> picture [342 x 31] intentionally omitted <==

The meeting chairperson OR

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 Annual General Meeting of the Company to be held at 10:00am WST on Wednesday 18 November 2015 at Adina Apartment Hotel Perth, 33 Mounts Bay Road, Perth 6000, Western Australia and at any adjournment of that meeting.

I acknowledge that Resolutions 1, 3, 4 and 5 relate to the remuneration of key management personnel, and that the Chairperson of the Meeting intends to vote any undirected proxies in favour of these Resolutions. I/ we expressly authorise the Chairperson of the Meeting to exercise my/our proxy even though such Resolutions are connected directly or indirectly with the remuneration of a member of the key management personnel.

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	RESOLUTION	For	Against	Abstain
1.	Adoption of Remuneration Report
2.	Re-election of Mr Max Cozijn as a Director
3.	Approval of 2015 Employee Incentive Plan
4.	Approval of issue of options to Mr Kim Robinson
5.	Approval of issue of options to Mr Max Cozijn

1. Ratification of prior grant of 2,250,000 Options

2. Approval of additional 10% Share Issue Capacity

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 Registrars Pty Ltd no later than 10:00am WST on Monday 16 November 2015. + EMXPX1181115 1 1 EMX EMXPX1181115

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 Energia Minerals Limited or Security Transfer Registrars 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 Registrars Pty Ltd Online www.securitytransfer.com.au

Postal Address PO BOX 535 Applecross WA 6953 AUSTRALIA Street Address Alexandrea House Suite 1, 770 Canning Highway Applecross WA 6153 AUSTRALIA Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

Energia Minerals Limited

Registered Office Level 2 20 Kings Park Road West Perth WA 6005

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars 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 Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.