ALTAMIN LIMITED - AGM Information 2019

ASX Announcement

28 October 2019

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Notice of Annual General Meeting & Proxy Form

Alta Zinc Limited (“the Company”) advises that the attached Notice of Meeting and Proxy Form has been mailed to shareholders today.

A copy of the Company’s 2019 Annual Report, as lodged on 24 September 2019, has also been mailed and emailed to those shareholders that requested a copy.

For and on behalf of the Board:

Stephen Hills Finance Director & Company Secretary +61 8 9321 5000 [email protected]

For media enquiries contact: Peter Klinger, Cannings Purple +61 (0)411 251 540 [email protected]

Alta Zinc Limited | ASX Code AZI | ABN 63 078 510 988

Suite 3.5, 9 Bowman Street, South Perth, WA 6151, Australia Email: [email protected] | Tel: +61 (0)8 9321 5000 | Fax: +61 (0)8 9321 7177 Website: www.altazinc.com

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ALTA ZINC LIMITED

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ABN 63 078 510 988

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

29 November 2019

Time of Meeting

10:00am (AWST)

Place of Meeting

Quest South Perth Foreshore, 22 Harper Terrace, South Perth 6151, Western Australia

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

Alta Zinc Limited ABN 63 078 510 988

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Alta Zinc Limited ABN 63 078 510 988 will be held at Quest South Perth Foreshore, 22 Harper Terrace, South Perth 6151, Western Australia on 29 November 2019 at 10:00am (AWST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

Financial Reports

To receive and consider the financial report of the Company for the year ended 30 June 2019, together with the Directors’ Report and the Auditor's Report as set out in the Annual Report.

1 Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding resolution :

" That the Remuneration Report for the year ended 30 June 2019 as set out in the 2019 Annual Report be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Voting exclusion statement: The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and
(b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 1 unless:

(a) the appointment specifies the way the proxy is to vote on Resolution 1; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 1, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

2 Resolution 2 – Re-election of Alexander Burns as a Director

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

" That, Alexander Burns, who retires in accordance with clause 78 of the Constitution and, being eligible for re-election, be re-elected as a Director. "

3 Resolution 3 – Grant of Incentive Options to Geraint Harris under the Company’s Plan

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

"That, for the purposes of Listing Rule 10.14 and all other purposes the Directors are authorised to issue:

15,000,000 Incentive Options for no consideration, with each Incentive Option having an exercise price of $0.008, vesting on 16 March 2020, and expiring on 16 September 2024;
15,000,000 Incentive Options for no consideration, with each Incentive Option having an exercise price of $0.012, vesting on 16 September 2020, and expiring on 16 September 2024; and
15,000,000 Incentive Options for no consideration, with each Incentive Option having an exercise price of $0.016, vesting on 16 March 2021, and expiring on16 September 2024,

to Geraint Harris or his nominee under the Company’s Plan, on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

(a) Mr Harris or his nominee; (b) any Director eligible to participate in the Plan; or (c) an Associate of that person. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4 Resolution 4 – Ratification of issue of 8,250,000 Shares to Geraint Harris

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

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 8,250,000 Shares (at a deemed issue price of $0.003 each) on 16 September 2019 to Geraint Harris on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

(a) a person who participated in the issue the subject of Resolution 4; or

(b) an Associate of that person. However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

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

Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 4 unless:

(a) the appointment specifies the way the proxy is to vote on Resolution 4; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 4. In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 4, in which case an ASX announcement will be made.

5 Resolution 5 – Ratification of issue of 30,000,000 Options to Horizon Investment Services Pty Ltd as trustee for the Horizon Investment Trust

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

" That, for Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:
15,000,000 Options for an issue price of $0.0001 per Option, with each Option having an exercise price of $0.008, vesting on 18 March 2020, and expiring on 18 September 2024; and
15,000,000 Options for an issue price of $0.0001 per Option, with each Option having an exercise price of $0.012, vesting on the date that the 5-day VWAP of the Company’s Shares is greater than four times the Company’s Share price as at 18 September 2019 for a period of 30 days, and expiring on 18 September 2024,

on 8 October 2019 to Horizon Investment Services Pty Ltd as trustee for the Horizon Investment Trust, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum).”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of: (a) a person who participated in the issue the subject of Resolution 5; or (b) an Associate of that person. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6 Resolution 6 - Ratification of placement to investors under Listing Rule 7.1

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

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to 234,995,146 Shares (at an issue price of $0.005 each) to various sophisticated and institutional investors expected to be on 1 November 2019 under the Company’s 15% placement capacity under ASX Listing Rule 7.1 on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of: (a) a person who participated in the issue the subject of Resolution 6; or (b) an Associate of that person. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7 Resolution 7 - Ratification of placement to investors under Listing Rule 7.1A

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to 107,269,271 Shares (at an issue price of $0.005 each) to various sophisticated and institutional investors expected to be on 1 November 2019 under the Company’s 10% additional placement capacity under ASX Listing Rule 7.1A on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:

(a) a person who participated in the issue the subject of Resolution 7; or (b) an Associate of that person. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8 Resolution 8 - Issue of Shares to Geraint Harris, Director

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

“ That for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 30,000,000 Shares to Geraint Harris (or his nominee) on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of:

(a) Mr Harris or his nominee; (b) an Associate of that person. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9 Resolution 9 – Approval of Additional 10% Placement 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 all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of:

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities); or

(b) an Associate of those persons.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

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

10 Resolution 10 – Approval of proportional takeover provisions in Constitution

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

“That, for the purpose of section 648G of the Corporations Act and all other purposes, Shareholders approve the proportional takeover provisions as set out in the Company’s Constitution, and that they be refreshed for a further three years.”

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

Stephen Hills

Finance Director and Company Secretary Dated: 25 October 2019

How to vote

Shareholders can vote by either:

attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, electronically via the internet or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body corporate.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolutions 1 and 4 in accordance with a direction on how the proxy is to vote or, if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is
connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

 Shareholders who return their Proxy Forms with a direction how to vote, but who do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. However, in exceptional circumstances, the Chair of the Meeting may change his voting intention, in which case an ASX announcement will be made. These rules are explained in this Notice.

To be effective, proxies must be received by 10:00am (AWST time) on Wednesday, 27 November 2019. Proxies received after this time will be invalid.
Proxies forms can be delivered:
in person to the Company’s registered office Suite 3.5, Level 3, 9 Bowman Street, South Perth, Western Australia 6151;
in person to Security Transfer Australia Pty Ltd, Alexandrea House, Suite 1, 770 Canning Highway, Applecross, Western Australia 6153;
by post to Security Transfer Australia Pty Ltd, PO Box 52, Collins St West, Victoria 8007;
by email to [email protected];
by facsimile to Security Transfer Australia Pty Ltd on facsimile number (08) 9315 2233; or

online at www.securitytransfer.com.au.
The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 10:00am (AWST time) on Wednesday, 27 November 2019. If facsimile transmission is used, the Power of Attorney must be certified.

Shareholders who are entitled to vote

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4:00pm (AWST time) on Wednesday, 27 November 2019.

ALTA ZINC LTD ABN 63 078 510 988

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

FINANCIAL REPORTS

The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2019, together with the Directors' declaration and report in relation to that financial year and the Auditor's Report on the financial report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the management of the Company.

The Chair will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor’s representative questions relevant to:

(a) the conduct of the audit;
(b) the preparation and content of the independent audit report;
(c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the Auditor in relation to the conduct of the audit.

The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as disclosed in the Company's 2019 Annual Report be adopted. The Remuneration Report is set out in the Company’s 2019 Annual Report and is also available on the Company’s website (www.altazinc.com).

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second Annual General Meeting ( Spill Resolution ), to approve calling a general meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second Annual General Meeting. All of the Directors who were in office when the applicable Directors’ Report was approved, other than the Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

The remuneration report for the financial year ended 30 June 2018 did not receive a vote of more than 25% against its adoption at the Company’s last general meeting held on 30 November 2018. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements, and sets out the details of any equity-based compensation.

The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution.

RESOLUTION 2 – RE-ELECTION OF ALEXANDER BURNS AS A DIRECTOR

Pursuant to Clause 78 of the Company's Constitution, Mr Burns, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Mr Burns was appointed as a Director on 7 October 2014 and assumed the role of Executive Chairman on the same date. His appointment as Director was approved by shareholders at the 2014 Annual General Meeting held 24 November 2014. On 26 June 2017 Mr Burns was also appointed Chief Executive Officer of the Company and filled this role until 16 September 2019, after which he reverted to his original role as Executive Chairman.

The Directors (excluding Mr Burns) do not consider Mr Burns to be an independent Director given Mr Burns’ current executive position with the Company.

A brief profile of Mr Burns is set out below:

Mr Alexander Burns MBA

Mr Burns was Managing Director of Sphere Minerals Limited from 1998 – 2010. During this period, the company acquired and evaluated iron ore properties in Mauritania, West Africa. Sphere was subsequently taken over by Xstrata PLC in November 2010 for $514 million. Mr Burns was also a non-executive Chairman of Shield Mining Limited ( Shield ), which was spun out of Sphere in 2006. Shield was a gold and base metals exploration company active in Mauritania and was taken over by Gryphon Minerals Limited in mid – 2010.

The Directors (with Mr Burns abstaining) unanimously support the election of Mr Burns and recommend that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – GRANT OF INCENTIVE OPTIONS TO GERAINT HARRIS UNDER THE COMPANY’S PLAN

As announced by the Company on 9 September 2019, as part of Mr Harris’ remuneration package for services performed as Managing Director, the Company proposes to grant for no cash consideration:

15,000,000 Incentive Options vesting 16 March 2020, with each Incentive Option having an exercise price of $0.008 and an expiry date of 16 September 2024;
15,000,000 Incentive Options vesting 16 September 2020, with each Incentive Option having an exercise price of $0.012 and an expiry date of 16 September 2024; and

15,000,000 Incentive Options vesting 16 March 2021, with each Incentive Option having an exercise price of $0.016 and an expiry date of 16 September 2024;

to Mr Harris or his nominee.

The Incentive Options will vest and be exercisable from the dates noted above, provided Mr Harris has continued to be an employee of the Company at all times during the period commencing the date of grant of the Incentive Options on the relevant exercise date noted above.

The details of the financial benefit including reasons for giving the type and quantity of the benefit

The proposed grant of Incentive Options to Mr Harris or his nominee will be subject to the terms of the Company's Employee Incentive Plan for employees and Directors known as the “Alta Zinc Ltd Employee Incentive Plan” ( Plan ).

The grant of Incentive Options will encourage Mr Harris to strive to achieve the Company’s objectives and provides an incentive to that end by participating in the future growth and prosperity of the Company through Share ownership. Under the Company’s current circumstances, the Directors consider (in the absence of Mr Harris) that the incentives intended for Mr Harris represented by the grant of these Incentive Options are a cost effective and efficient means for the Company to provide a reward and an incentive, as opposed to alternative forms of incentive such as the payment of additional cash compensation.

The number of Incentive Options to be granted to Mr Harris or his nominee has been determined based upon a consideration of:

(a) the current price of Shares;
(b) the Directors’ wish to ensure that the remuneration offered is competitive with market standards or/and practice. The Directors have considered the proposed number of Incentive Options to be granted and will ensure that Mr Harris’ overall remuneration is in line with market practice; and
(c) the provision of incentives to attract and ensure continuity of service of Directors who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Options upon the terms proposed.

Mr Harris’ Current Holdings

Set out below are details of Mr Harris’ relevant interest in securities of the Company as at the date of this Notice:[1]

Director	Number of Shares
Geraint Harris	8,250,000
Total	8,250,000

1 Note: This does not include the Shares to be issued to Mr Harris which are the subject of Resolution 8.

Dilution effect of grant of Incentive Options on existing members’ interests

If passed, Resolution 3 will give the Directors power to grant a total of 45,000,000 Incentive Options. The Company currently has 1,829,884,311 listed Shares and the following unlisted Options on issue:[2]

Number	Exercise Price	Vesting / Expiry Date
2,250,000	$0.05	14 January 2020
2,250,000	$0.10	14 January 2020
2,250,000	$0.15	14 January 2020
1,250,000	$0.12	30 June 2020
1,250,000	$0.18	30 June 2020
1,250,000	$0.24	30 June 2020
4,000,000	$0.12	18 November 2020
4,000,000	$0.18	18 November 2020
250,000	$0.24	18 November 2020
2,000,000	$0.10	28 February 2022
2,000,000	$0.15	28 February 2022
2,000,000	$0.20	28 February 2022
11,750,000	$0.025	30 June 2020
11,750,000	$0.05	Vesting on 30 June 2020 and expiring on 30 June 2022
15,000,000	$0.008	Vesting on 18 March 2020 and expiring on 18 September 2024
15,000,000	$0.012	Vesting on the date that the 5- day VWAP of the Company’s Shares is greater than four times the Company’s Share price as at 18 September 2019 for a period of 30 days and expiring on 18 September 2024

If all Incentive Options granted as proposed above are exercised, and assuming all existing Options on issue have been exercised, the effect would be to dilute the shareholding of existing Shareholders by 2.3%. The market price of the Company’s Shares during the period of the Incentive Options will normally determine whether or not Mr Harris or his nominee exercises the Incentive Options. At the

2 Note: This does not include the Shares to be ratified which are the subject of Resolutions 6 and 7 or the Shares to be issued to Mr Harris which are the subject of Resolution 8.

time any Incentive Options are exercised and Shares are issued pursuant to the exercise of the Incentive Options, the Company’s Shares may be trading at a price which is higher than the exercise price of the Incentive Options.

Mr Harris’ total remuneration package

Mr Harris’ fees per annum (including superannuation) and the total financial benefit to be received by him in this current period, as a result of the grant of the Incentive Options the subject of Resolution 3 is as follows:

Director	Fees p.a. (£)	Value of Incentive Options (A$)	Total Financial Benefit (A$)
Geraint Harris	£18,000 (Director’s fee) £150,000 (Consultancy fee)	163,717	472,484

The indicative option valuation of A$163,717 is a theoretical valuation of the Incentive Options using the Black-Scholes Model.

Valuation of Incentive Options

The Company's internal management has valued the Incentive Options to be granted to Mr Harris using the Black – Scholes Model. The value of an Option calculated by the Black – Scholes Model is a function of a number of variables. The valuation of the Incentive Options has been prepared using the following assumptions:

Variable	Input	Input
Valuation Date	25 September 2019
Share price	0.005
Volatility	118%
Risk Free Interest Rate	0.735%
Exercise price	0.008	0.012	0.016
Time (years to expiry)	5	5	5

Any change in the variables applied in the Black – Scholes calculation between the date of the valuation and the date the Incentive Options are granted would have an impact on their value.

Based on the assumptions, it is considered that the estimated average value of the Incentive Options to be granted to Mr Harris or his nominee is A$0.0036 per Incentive Option.

Company’s historical Share price

The following table gives details of the highest, lowest and latest closing prices of the Company’s Shares trading on ASX over the past 12 months ending on 22 October 2019:

Highest Price (A$)/Date	Lowest Price (A$)/Date	Latest Price (A$)/Date
0.007 / 15 October 2019	0.002 / 23 August 2019	0.006 / 22 October 2019

Other Information

Under the Australian Equivalent of the International Financial Reporting Standards ( IFRS ), the Company is required to expense the value of the Incentive Options in its statement of financial performance for the current financial year. These incentive options will commence being expensed in the financial year ended 30 June 2020 and continue to be expensed over the period of vesting.

Other than as disclosed in this Explanatory Memorandum, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the Incentive Options pursuant to Resolution 3.

Neither the Directors nor the Company are aware of other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by Resolution 3.

Information Requirements - Listing Rules 10.14 and 10.15

Listing Rule 10.14 requires Shareholder approval by ordinary resolution for any issue of securities by a listed company to a related party under an employee incentive scheme. Accordingly, Listing Rule 10.14 requires Shareholders to approve the issue of Incentive Options under the Plan to Mr Harris.

The following information is provided to Shareholders in relation to Resolution 3 for the purposes of Listing Rule 10.15:

(a) the Incentive Options will be granted to Mr Harris, or his nominee, as noted above;
(b) the maximum number of Incentive Options to be granted is 45,000,000;
(c) the Incentive Options will be granted for no consideration;
(d) no funds will be raised by the grant of the Incentive Options;
(e) all Directors, or their permitted nominees, are entitled to participate in the Plan, but for the purposes of Resolution 3, at this time, the Company is only seeking to grant Incentive Options to Mr Harris. The persons referred to in Listing Rule 10.14 who are entitled to participate in the Plan are Mr Harris, Mr Burns and Stephen Hills;
(f) the following persons referred to in Listing Rule 10.14 have received securities under the Plan since its last approval under Listing Rule 7.2 Exception 9(b). as set out in the table below. All of the Options noted in the table below were issued for nil consideration

Person	Number of options	Exercise Price	Expiry Date
Stephen Hills	2,000,000	$0.10	28 February 2022
	2,000,000	$0.15	28 February 2022
	2,000,000	$0.20	28 February 2022

(g) no loan is provided in connection with the acquisition or conversion of the Incentive Options; and
(h) the Incentive Options will be issued on a date being no later than 12 months after the date Shareholder approval is obtained for Resolution 3.

If approval is given for the grant of the Incentive Options under Listing Rule 10.14, approval is not required under Listing Rule 7.1.

Voting

Note that a voting exclusion applies to Resolution 3 in the terms set out in the Notice.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on these Resolutions.

RESOLUTION 4 – RATIFICATION OF ISSUE OF 8,250,000 SHARES TO GERAINT HARRIS

Background

On 16 September 2019 the Company issued 8,250,000 Shares at a deemed issue price of $0.003 per Share to Mr Harris. The Shares were granted under the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

The Shares were issued to Mr Harris pursuant to a short term consultancy agreement between Orme Mineral Services Limited (an entity controlled by Mr Harris) and the Company dated 6 September 2019.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of the ratification is to restore the Company's maximum discretionary power to issue further Shares up to 15% of the issued capital of the Company without requiring Shareholder approval.

Resolution 4 seeks ratification under Listing Rule 7.4 of the issue of 8,250,000 Shares that were made on 16 September 2019 in order to restore the ability of the Company to issue further Shares within the 15% limit during the next 12 months.

The following information in relation to the Shares is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) 8,250,000 Shares were issued;
(b) the Shares were issued at a deemed issue price of $0.003 each;
(c) the Shares issued were fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary Shares on issue;
(d) the Shares were issued to Mr Harris; and
(e) no funds were raised from this issue as the Shares were issued in-lieu of cash payments for consultancy services provided under a short term consultancy agreement between Orme Mineral Services Limited and the Company.

Voting

Note that a voting exclusion applies to Resolution 4 in the terms set out in the Notice.

The Directors (with Mr Harris abstaining) unanimously recommend that Shareholders vote in favour of Resolution 4.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on these Resolutions.

RESOLUTION 5 – RATIFICATION OF ISSUE OF 30,000,000 OPTIONS TO HORIZON INVESTMENT SERVICES PTY LTD AS TRUSTEE FOR THE HORIZON INVESTMENT TRUST

On 8 October 2019, the Company issued:

15,000,000 Options vesting 18 March 2020, with each Option having an exercise price of $0.008 and an expiry date of 18 September 2024; and
15,000,000 Options vesting on the date that the 5-day VWAP of the Company’s Shares is greater than four times the Company’s Share price as at 18 September 2019 for a period of 30 days, with each Option having an exercise price of $0.012 and an expiry date of 18 September 2024,

for an issue price of $0.0001 per Option to Horizon Investment Services Pty Ltd as trustee for the Horizon Investment Trust ( Horizon ). The Options were issued under the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

The Options were issued to Horizon at the direction of Discovery Capital Partners Pty Ltd ( Discovery ) pursuant to a strategic corporate advisor agreement between Discovery and the Company dated 18 September 2019.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of the ratification is to restore the Company's maximum discretionary power to issue further securities up to 15% of the issued capital of the Company without requiring Shareholder approval.

Resolution 5 seeks ratification under Listing Rule 7.4 of the issue of 30,000,000 Options that were issued on 8 October 2019 in order to restore the ability of the Company to issue further securities within the 15% limit during the next months.

The following information in relation to the securities is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) 30,000,000 Options were issued;
(b) the Options were issued at an issue price of $0.0001 each;
(c) the terms of the Options are set out in Annexure B to this Explanatory Memorandum;
(d) the Options were issued to Horizon; and
(e) funds raised from the issue will be used for general working capital purposes.

Voting

Note that a voting exclusion applies to Resolution 5 in the terms set out in the Notice.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on these Resolutions.

RESOLUTIONS 6 AND 7 – RATIFICATION OF ISSUE OF SHARES TO VARIOUS SOPHISTICATED AND INSTITUTIONAL INVESTORS UNDER ASX LISTING RULES 7.1 AND 7.1A

Background

On 25 October 2019, the Company announced that it had received commitments to raise up to approximately $1.861 million before the costs of issue ( Capital Raising ). The Capital Raising will comprise the issue of up to 372,264,417 million new Shares at an issue price of $0.005 per Share, of which:

up to 342,264,417 Shares will be issued institutional and sophisticated investors without Shareholder approval under the Company’s 15% placement capacity under Listing Rule 7.1 and the Company’s additional 10% capacity under Listing Rule 7.1A, which is expected to occur on 1 November 2019; and
30,000,000 Shares will be issued Geraint Harris, which is expected to occur on 30 November 2019 subject to Shareholder approval at this meeting (see Resolution 8).

Discovery Capital Partners is acting as Lead Manager to the Capital Raising.

Information requirements – Listing Rule 7.4 and 7.5

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. Resolution 6 seeks ratification under Listing Rule 7.4 of the issue of up to 234,995,146 Shares expected to be made on 1 November 2019 in order to restore the ability of the Company to issue further Shares within the 15% limit during the next 12 months.

Listing Rule 7.4 also permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 10% threshold set by Listing Rule 7.1A. Resolution 7 seeks ratification under Listing Rule 7.4 of the issue of up to 107,269,271 Shares expected to be made on 1 November 2019 in order to restore the ability of the Company to issue further Shares within the 10% limit during the next 12 months.

The following information in relation to the Shares is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) up to 342,264,417 Shares will be issued of which;
(i) up to 234,995,146 Shares will be issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1 expected to be on 1 November 2019;
(ii) up to 107,269,271 Shares will be issued under the Company’s additional 10% placement capacity under ASX Listing Rule 7.1A expected to be on 1 November 2019.
(b) the Shares will be issued at an issue price of $0.005 each;
(c) the Shares to be issued will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue;
(d) the Shares will be issued to institutional investor clients of Discovery Capital Partners and various Australian sophisticated and professional investors, all of whom will be unrelated parties of the Company; and
(e) funds raised from the issue will be used to fund an underground diamond drilling program at Pian Bracca and for general working capital purposes.

The Directors recommend that Shareholders of the Company vote in favour of Resolutions 6 and 7.

RESOLUTION 8 – ISSUE OF SHARES TO GERAINT HARRIS (DIRECTOR)

Background

As noted above, the Company announced on 25 October 2019 that it had received commitments in relation to the Capital Raising. The Company also announced that, under the Capital Raising, it proposes to issue 30,000,000 Shares to Alta Zinc’s Managing Director Geraint Harris.

Mr Harris will participate in the Capital Raising on exactly the same terms as the other investors referred to in Resolutions 6 and 7 (other than the settlement date). Mr Harris will not participate in the earlier placement of Shares under the Capital Raising as the issue of Shares to Mr Harris (or his nominee) requires Shareholder approval under Listing Rule 10.11.

Listing Rule 10.11 provides that a company must not issue securities to a related party without shareholder approval. A director of a company is a related party of the company. Accordingly, Resolution 8 seeks Shareholder approval for the issue of Shares to Mr Harris (or his nominee) as set out above. If approval is given for the issue of the Shares under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Funds raised from the issue of shares to Mr Harris (or his nominee) will be applied to the same purposes as funds raised under earlier placement of Shares under the Capital Raising referred to in Resolutions 6 and 7.

Related Party Transactions

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

the giving of the financial benefits falls within one of the nominated exceptions to the provision; or
shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E, Mr Harris is considered to be a related party of the Company because he is a Director. An exception to the requirement to obtain shareholder approval for related party transactions under Chapter 2E is set out in section 210 of the Corporations Act which provides that the giving of a financial benefit that is on "arm's length" terms does not require shareholder approval. The Directors (in the absence of Mr Harris) have determined that the arm’s length exception applies to the issue of Shares to Mr Harris (or his nominee) because Mr Harris (or his nominee) is participating in the Capital Raising on the same terms and conditions as non-related investors participated under the Capital Raising (other than the settlement date). Accordingly, shareholder approval for the proposed issue of Shares to Mr Harris (or his nominee) is not sought pursuant to section 208 of the Corporations Act.

Information Requirements – Listing Rule 10.13

Resolution 8 seeks Shareholder approval for Mr Harris (or his nominee) to subscribe for 30,000,000 Shares under the Capital Raising. The following information is provided for the purposes of Listing Rule 10.13:

the Shares will be issued to Mr Harris (or his nominee);
30,000,000 Shares will be issued under Resolution 8;
the Company will issue the Shares on or around 30 November 2019;
the Shares will be issued at an issue price of $0.005 per Share;

the Shares to be issued will be fully paid ordinary shares in the capital Company and will rank pari passu with existing Shares; and
funds raised from the issue will be applied to the purposes set out above.

RESOLUTION 9 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Background

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital over a 12 month period after the Annual General Meeting at which a resolution for the purposes of Listing Rule 7.1A is passed by special resolution ( Additional 10% Placement Capacity ). The Additional 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An entity will be eligible to seek approval under Listing Rule 7.1A if:

(a) the entity has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300 million or less; and
(b) the entity that is not included in the S&P ASX 300 Index.

The Company has a market capitalisation of $10.979 million as at 22 October 2019 and is an eligible entity for the purposes of Listing Rule 7.1A.

The number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula set out in Listing Rule 7.1A.2.

Resolution 9 seeks Shareholders’ approval to issue additional Equity Securities under the Additional 10% Placement Capacity. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied towards progressing the Company’s exploration projects and working capital.

Listing Rule 7.1A

The effect of Resolution 9 will be to permit the Company to issue the Equity Securities under Listing Rule 7.1A during the Additional Placement Period (as defined below) without using the Company’s 15% placement capacity under Listing Rule 7.1.

Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice the Company has Shares and unlisted Options on issue.

Based on the number of Shares on issue at the date of this Notice, the Company will have 1,829,884,311 Shares on issue and therefore, subject to Shareholder approval being obtained under Resolution 9, 182,988,431 Equity Securities will be permitted to be issued in accordance with Listing Rule 7.1A.[3] Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Additional 10% Placement Capacity is a moving calculation and will be based on the formula set out in Listing Rule 7.1A.2 at the time of issue of the Equity Securities. That formula is:

(A x D) – E

A is the number of Shares on issue 12 months before the date of issue or agreement:

3 Note: This is based on the number of Shares as at the date of this Notice and does not reflect the Shares to be issued the subject of Resolutions 6 and 7.

(a) plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule 7.2;
(b) plus the number of partly paid Shares that became fully paid in the 12 months;
(c) plus the number of fully paid Shares issued in the 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid Shares under the entity's 15% placement capacity without Shareholder approval;
(d) less the number of fully paid Shares cancelled in the 12 months.

Note that ‘A’ is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue, that are not issued with the approval of Shareholders under Listing Rules 7.1 or 7.4.

The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.[4]

Variable ‘A’	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect		Dilution
		$0.003 Issue price at half the current market price	$0.006 Issue price at current market price	$0.012 Issue price at double the current market price
Current Variable ‘A’ 1,829,884,311 Shares	Shares issued	182,988,431	182,988,431	182,988,431
	Funds raised	$548,965	$1,097,930	$2,195,861
	Dilution	10%	10%	10%
50% increase in current Variable ‘A’ 2,744,826,466 Shares	Shares issued	274,482,646	274,482,646	274,482,646
	Funds raised	$823,447	$1,646,895	$3,293,791
	Dilution	10%	10%	10%
100% increase in current variable ‘A’ 3,659,768,622 Shares	Shares issued	365,976,862	365,976,862	365,976,862
	Funds raised	$1,097,930	$2,195,861	$4,391,722
	Dilution	10%	10%	10%

Note : This table assumes:

No Options are exercised before the date of the issue of the Equity Securities.
The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.

4 Note: This is based on the number of Shares as at the date of this Notice and does not reflect the Shares to be issued the subject of Resolutions 6 and 7.

The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2, with approval under Listing Rule 7.1 or ratified under Listing Rule 7.4.

The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

Resolution 9 is 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) in order to be passed.

Specific information required by Listing Rule 7.3A

The following information in relation to the Shares proposed to be issued is provided to Shareholders for the purposes of Listing Rule 7.3A:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities over the 15 Trading Days on which trades in the class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution9 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and
(ii) the Equity Securities may be issued:
- (A) at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities; or
- (B) as consideration (or part thereof) for the acquisition of a new asset, both of which may have an effect on the amount of funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity.
(c) The table above on page 12 shows the dilution of existing Shareholders upon the issue of the maximum number of Equity Securities under the Additional 10% Placement Capacity, using different variables for the number of ordinary securities for variable ‘A’ (as defined in Listing Rule 7.1A) and the market price of Shares. It is noted that variable ‘A’ is based on the number of ordinary securities the Company has on issue at the time of the proposed issue of Equity Securities.

The table shows:

(i) examples of where variable ‘A’ is at its current level, and where variable ‘A’ has increased by 50% and by 100%;

(ii) examples of where the issue price of ordinary securities is the current market price as at close of trade on 22 October 2019, being $0.006 (current market price), where the issue price is halved, and where it is doubled; and
(iii) the dilutionary effect will always be 10% if the maximum number of Equity Securities that may be issued under the Additional 10% Placement Capacity are issued.
(d) Approval of the Additional 10% Placement Capacity will be valid during the period ( Additional Placement Period ) from the date of the Annual General Meeting and will expire on the earlier of:
(i) the date that is 12 months after the date of the Annual General Meeting; and
(ii) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
(e) The Company may seek to issue the Equity Securities for the following purposes:
(i) If Equity Securities are issued for cash consideration, the Company intends to use the funds for: progressing the Company’s exploration projects and working capital; and
(ii) If Equity Securities are issued for non-cash consideration, the Company intends to use the funds for the acquisition of new assets or in consideration of services provided to the Company. If Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.3 and 3.10.5A upon issue of any Equity Securities.

(f) The identity of the persons to whom Shares will be issued is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities and the Company’s allocation policy, which involves consideration of matters including, but not limited to:
(i) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by means of an entitlements offer, or a placement and an entitlements offer;
(ii) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of proposed issued of Equity Securities;
(iii) the financial situation and solvency of the Company; and
(iv) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

The persons to whom Shares will be issued under the Additional 10% Placement Capacity have not been determined as at the date of this Notice, but will not include related parties (or their Associates) of the Company.

(g) The Company previously obtained Shareholder approval under Listing Rule 7.1A on 30 November 2018. In the 12 months preceding the date of the Meeting, the Company has issued 496,918,603 Equity Securities which represents 35% of the total number of Equity Securities on issue at the commencement of that 12 month period. Set out in Annexure A is

information in relation to each issue of Equity Securities in the 12 months preceding the date of the Meeting.[ 5]

(h) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not determined who the Company will issue Equity Securities to under the Additional 10% Placement Capacity, other than noting that the persons to whom Shares will be issued will be determined on a case by case basis having regard to the factors outlined in paragraph (f) above. The Company has not approached, and has not yet determined to approach, any particular existing security holders or an identifiable class of existing security holders to participate in an offer under the Additional 10% Placement Capacity, therefore no existing security holders’ votes would be excluded under the voting exclusion statement included in this Notice.

RESOLUTION 10 – APPROVAL OF PROPORTIONAL TAKEOVER PROVISIONS IN CONSTITUTION

The proportional takeover provisions contained in Clause 35 of the Company’s Constitution require the renewal of approval for the provisions every three years or the provisions cease to have effect. The current version of the Company’s Constitution was adopted on 23 November 2017.

Resolution 10 seeks Shareholder approval for the proportional takeover provisions to be included in the Constitution with effect from the close of the Meeting, and is a special resolution, requiring approval of 75% of the votes cast by Shareholders entitled to vote on the resolution in order to be passed.

If Resolution 10 is passed, then Clause 35 of the Constitution will have effect as and from the close of the Meeting for a period of three years. After a period of three years, Clause 35 of the Constitution would cease to apply unless renewed by a further special resolution of Shareholders.

Section 648G(5) of the Corporations Act requires certain information to be included in a notice of meeting where a company seeks the approval of its members to adopt proportional takeover provisions. This information is set out below.

Proportional takeover bid

A proportional takeover bid is a takeover offer sent to all shareholders of a company, offering to purchase only a specified proportion of each shareholder’s shares. If a shareholder accepts, the shareholder disposes of that specified portion of shares and retains the balance.

Effects of the proposed proportional takeover provisions

The effects of the proposed proportional takeover provisions in the Company’s Constitution are that:

(a) if a bidder makes a proportional takeover bid for any class of shares in the Company, the Directors must ensure that a general meeting of members of that class is convened where a resolution to approve the bid is voted upon. The vote is decided on a simple majority. The bidder and its associates are excluded from voting on that approving resolution;
(b) the resolution will be required to be passed in a general meeting before the time stated in section 648D of the Corporations Act, being the 14th day before the last day of the bid period (“approving resolution deadline”); and
(c) if the approving resolution is:

5 Note: This is based on the number of Shares as at the date of this Notice and does not include the Shares to be issued the subject of Resolutions 6 and 7.

(i) not voted on at the end of the day before the approving resolution deadline, the bid will be taken to have been approved;
(ii) put to members and rejected before the approving resolution deadline, the bid cannot proceed and the offer will be taken to have been withdrawn. Any transfers giving effect to takeover contracts for the bid will not be registered and all offers under the takeover bid are taken to be withdrawn and all takeover contracts must be rescinded; or
(iii) passed (or taken to have been approved), the transfers must be registered (subject to other provisions of the Corporations Act and the Company's Constitution).

The proportional takeover provisions do not apply to full takeover bids.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all of their Shares. By making a proportional bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of not being able to exit their investment in the Company by selling their entire shareholding and consequently being left as a minority shareholder in the Company. The bidder may be able to acquire control of the Company without payment of an adequate control premium.

The proportional takeover provisions allow Shareholders to decide if a proportional takeover bid is acceptable in principle, and may assist in ensuring that any proportional takeover bid is appropriately priced. To assess the merits of the proportional takeover provisions, Shareholders should make a judgement as to what events are likely to occur in relation to the Company during the three year life of the proposed provisions.

Advantages and disadvantages

The Corporations Act requires this Explanatory Memorandum to discuss the advantages and disadvantages for Directors and Shareholders of the proportional takeover provisions which are proposed to be included in the Constitution.

The potential advantages for Shareholders of the proportional takeover provisions include the following:

(a) Shareholders have the right to decide, by majority vote, whether an offer under a proportional takeover bid should proceed. The proposal would enable Shareholders to act in a cohesive manner and thereby avoid the coercion of Shareholders that arises where they believe the offer to be inadequate, but nevertheless accept through fear that other Shareholders will accept;
(b) the provisions may assist Shareholders and protect them from being locked in as a minority;
(c) the existence of the approval machinery in the Company's Constitution may make it more probable that any takeover bid will be a full bid for the whole shareholding of each Shareholder, so that Shareholders may have the opportunity of disposing of all their shares rather than of a proportion only;
(d) the provisions may increase the bargaining power of Shareholders and may assist in ensuring that any proportional takeover bid is adequately priced; and
(e) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders and assist in deciding whether to accept or reject an offer under a proportional takeover bid.

The potential disadvantages for Shareholders include the following:

(a) proportional takeover bids for Shares in the Company may be discouraged;
(b) Shareholders may lose an opportunity to sell some of their Shares at a premium;
(c) it is possible that the existence of the provisions might have an adverse effect on the market value of the Company’s Shares by making a proportional takeover bid less likely and thereby reducing any takeover speculation element in the Share price;
(d) individual Shareholders may consider that the proportional takeover provisions would restrict their ability to deal with their Shares as they see fit; and
(e) the likelihood of a proportional takeover bid succeeding may be reduced.

Knowledge of any acquisition proposal

At the date of this Notice of Meeting, no Director of the Company is aware of any proposal by any person to acquire, or to increase the extent of a substantial interest in the Company.

Right to set aside Resolution

If Resolution 10 is passed, then within 21 days after the meeting, the holders of at least 10% of the Company’s Shares have the right to apply to the court to have the Resolution set aside. The court may set aside the Resolution if the court is satisfied in all the circumstances that it is appropriate to do so.

Directors’ recommendation

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provisions in the Constitution are in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 10.

GLOSSARY

$ means Australian dollars.

Accounting Standards has the meaning given to that term in the Corporations Act. Additional 10% Placement Capacity has the meaning set out on page 11.

Additional Placement Period has the meaning set out on page 14.

Annual Report means the annual report of the Company for the year ended 30 June 2019. Associate has the meaning given to that term in the Listing Rules.

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

Auditor means the Company’s auditor from time to time (if any).

Auditor’s Report means the report of the Auditor contained in the Annual Report for the year ended 30 June 2019.

AWST means western standard time as recognised in Perth, Western Australia. Board means the Directors.

Chair or Chairman means the individual appointed under clause 51 of the Constitution. Company means Alta Zinc Limited ABN 63 078 510 988.

Constitution means the Company's constitution, as amended from time to time.

Notice of Meeting means this Notice of Annual General Meeting.

Option means an option to acquire a Share. Optionholder means a holder of an Option. Plan has the meaning set out on page 3. Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Annual Report for the year ended 30 June 2019.

Resolution means a resolution contained in the Notice.

Restricted Voter means Key Management Personnel and their Closely Related Parties as at the date of the Meeting.

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

Spill Meeting has the meaning set out on page 1. Spill Resolution has the meaning set out on page 1.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means the volume weighted average price.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Discovery has the meaning set out on page 8. Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Horizon has the meaning set out on page 8.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Incentive Option means an option to acquire a Share on and subject to the terms of the Plan, which is the subject of Resolution 3.

Listing Rules means the ASX Listing Rules. Meeting means the Annual General Meeting convened by the Notice.

Notice means this Notice of Annual General Meeting.

ANNEXURE A

Equity Securities issued by the Company during the 12 months preceding the Annual General Meeting[6]

Date	Type of Equity Securities	Number issued	Summary of Terms	Allotees	Issue Price and discount to market price on date of issue (if any)	Consideration
3 December 2018	Unlisted Options	6,000,000	Unlisted Options over ordinary shares subject to the terms and conditions of the Employee Incentive Plan:  3,000,000 unlisted options exercisable at $0.025 per ordinary share, expiry 30 June 2020.  3,000,000 unlisted options vesting 30 June 2020, exercisable at $0.05 per ordinary share, expiry 30 June 2022.	Awarded to Stephen Hills	Nil cash consideration	Consideration: issued as an incentive to Stephen Hills. Current value of $7,240 based on the Black – Scholes Model.
12 April 2019	Shares	452,668,603	Fully paid ordinary shares	Awarded to shareholders who took up the 4 for 5 non-renounceable rights issue.	$0.004 (no discount to market)	Consideration: issued to finalise the 4 for 5 renounceable rights issue announced on 8 March 2019.

6 Note: This is based on the number of Shares as at the date of this Notice and does not include the Shares to be issued the subject of Resolutions 6 and 7.

Date	Type of Equity Securities	Number issued	Summary of Terms	Allotees	Issue Price and discount to market price on date of issue (if any)	Consideration
						Use of funds as disclosed in the Appendix 3B dated 8 March 2019. Amount raised: $1,811,000 Amount spent: $1,645,000 Amount remaining: $166,000
16 September 2019	Shares	8,250,000	Fully paid ordinary shares	Issued to Geraint Harris	Nil-cash consideration (deemed issue price of $0.003)	Consideration: issued to Mr Harris under a short term consultancy agreement between Orme Mineral Services Limited and the Company dated 6 September 2019. Valuation of Shares is $49,500 based on the closing share price on 22 October 2019.
8 October 2019	Unlisted Options	30,000,000	Unlisted options over ordinary shares subject to the terms set out in Annexure B:  15,000,000 unlisted options vesting 18 March 2020, excercisable at $0.008 per ordinary share,	Issued to Horizon	$0.0001	Consideration: issued to Horizon under a strategic corporate advisor agreement between Discovery and the Company dated 18 September 2019. Amount raised: $3,000 Amount spent: $0 Amount remaining: $3,000 Use of funds: general working capital purposes

Date	Type of Equity Securities	Number issued	Summary of Terms	Allotees	Issue Price and discount to market price on date of issue (if any)	Consideration
			expiring 18 September 2024.  15,000,000 unlisted options vesting on the date that the 5-day VWAP of the Company’s Shares is greater than four times the Company’s Share price as at 18 September 2019 for a period of 30 days, excercisable at $0.012 per ordinary share, expiring on 18 September 2024.

ANNEXURE B

Option terms

1. Entitlement

Each Option entitles Horizon to be issued one ordinary Share in the Company on exercise of the Options.

The Options will be issued in two tranches of 15,000,000 (being, Tranche 1 and Tranche 2 , respectively).

2. Subscription price

The subscription price per Option is A$0.0001.

3. Vesting conditions

The vesting conditions for the Options are as follows:

(a) for Tranche 1, six months following the date of the Agreement; and
(b) for Tranche 2, where the 5-day VWAP of the Company’s Shares is greater than four times the Company’s Share price as at the date of the Agreement for a period of 30 days.

4. Exercise price

The exercise price per Option is:

(a) A$0.008 for Tranche 1; and
(b) A$0.012 for Tranche 2.

5. Expiry Date

The Options will expire at 5pm AWST on the date that is five years from the date of the Agreement ( Expiry Date ). Options not exercised on or before the Expiry Date will lapse.

6. Quotation

The Company will not apply to the ASX for quotation of the Options.

Within 20 business days of receiving a valid exercise notice from Horizon in accordance with these terms, the Company will issue and apply for official quotation by ASX of the Shares issued following exercise of the Options if the ordinary Shares of the Company are quoted at that time.

7. Participation rights

There are no participation rights or entitlements inherent in the Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Options except upon the exercise of the Options.

Horizon has the right to exercise any of its Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company, made during the term of the Options.

8. Pro-rata issues

If the Company makes a pro rata issue (except a bonus issue) the exercise price of the Options will be reduced in accordance with the ASX Listing Rules.

9. Bonus issues

If the Company makes a bonus issue the number of securities over which the Options are exercisable will be increased in accordance with the ASX Listing Rules.

10. Reorganisations

In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of issued capital of the Company, the Options will be re-organised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain unchanged.

11. Exercise procedure

The Options shall be exercisable in accordance with these terms at any time on or before the Expiry Date by the delivery to the registered office of the Company of a notice in writing stating the intention of Horizon to exercise all or a specified number of Options held by them accompanied by an Option certificate (if any) and a cheque made payable to the Company for the subscription monies for the Shares. The notice and cheque must be received by the Company during the exercise period. An exercise of only some Options shall not affect the rights of Horizon to the balance of Options held by it.

12. Rights

The ordinary Shares allotted on the exercise of Options shall rank, from date of allotment, equally with the existing ordinary Shares of the Company in all respects.

The Options will not give any right to participate in dividends until Shares are issued pursuant to the exercise of the relevant Options.

13. Transfers

The Options are not transferable, unless:

(a) the prior consent of the Board is obtained, which consent may impose such terms and conditions on such assignment, transfer, novation, encumbrance or disposal as the Board sees fit in its sole and absolute discretion; or
(b) such assignment or transfer occurs by force of law upon the death of a holder of an Option to the holder's legal personal representative.

14. Register of Options

The Options will be recorded on the Company's register of option holders maintained at the share registry. The register will be open for inspection by the option holder free of charge. Shares to be allotted on exercise of the Options will be recorded on the Company's share register.

15. Inconsistency

Whilst the Company is listed on ASX, if there is any inconsistency between any of the preceding terms and conditions and the ASX Listing Rules, then the ASX Listing Rules prevail to the extent of the inconsistency.

16. Vesting on change of control

Notwithstanding any other terms and conditions, all options may be exercised:

(a) during a Bid Period;
(b) at any time after a Change in Control or Sale of Major Asset event has occurred; and
(c) on an application under section 411 of the Corporations Act if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company.

17. Other terms

In these terms:

“ Agreement ” means the agreement entered into on 18 September 2019 between Discovery and Alta Zinc under which Discovery has agreed to act as Alta Zinc’s corporate advisor.

“ Bid Period ” in relation to a takeover bid in respect to Shares in the Company, has meaning defined in section 9 of the Corporations Act, provided that where a takeover bid is publicly announced prior to the service of a bidder’s statement on the Company in relation to that takeover bid, the Bid Period shall be deemed to have commenced at the time of that announcement.

“ Change of Control ” means a shareholder, or a group of associated shareholders:

(a) becoming entitled to sufficient Shares in the Company to give it or them the ability, in general meeting, to replace all or a majority of the Board; or,
(b) gaining the ability to control more than 50% of the Voting Power (as defined in the Corporations Act) in the Company.

“ Sale of Major Asset ” means the disposal of assets of the Company or its subsidiaries representing in excess of 50% of the consolidated net assets of the Company.

REGISTERED OFFICE:

ALTA ZINC LIMITED

LEVEL 3 SUITE 3.5 9 BOWMAN STREET SOUTH PERTH WA 6151

ACN: 078 510 988

SHARE REGISTRY:

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

PROXY FORM

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

E: [email protected] W: www.securitytransfer.com.au

Code: AZI

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 Annual General Meeting of the Company to be held at 10:00am WST on Friday 29 November 2019 at Quest South Perth Foreshore, 22 Harper Terrace, South Perth WA 6151 and at any adjournment of that meeting. Chairperson authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairperson of the Meeting as my/our proxy (or the Chairperson becomes my/our proxy by default), I/we expressly authorise the Chairperson of the Meeting to vote in accordance with the Chairperson’s voting intentions on Resolutions 1 and 3 (except where I/we have indicated a different voting intention) even though Resolutions 1 and 3 are connected directly or indirectly with the remuneration of members of Key Management Personnel, including the Chairperson of the Meeting for Resolution 1. Important Note: If the Chairperson of the Meeting is (or becomes) your proxy you can direct the Chairperson to vote or abstain from voting on Resolution 1 and 3 by marking the appropriate box in Section B below.

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
1. Non-Binding Resolution to adopt Remuneration Report	6.	Ratification of placement to investors under Listing Rule 7.1
2. Re-election of Alexander Burns as a Director	7.	Ratification of placement to investors under Listing Rule 7.1A
3. Grant of Incentive Options to Geraint Harris under the Company's Plan	8.	Issue of Shares to Geraint Harris, Director
4. Ratification of issue of 8,250,000 Shares to Geraint Harris	9.	Approval of Additional 10% Placement Capacity
5. Ratification of issue of 30,000,000 Options to Horizon Investment Services Pty Ltd	10.	Approval of proportional takeover provisions in Constitution

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.

section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)
Individual or Security Holder Security Holder 2

Sole Director & Sole Company Secretary Director

Security Holder 3 Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 10:00am WST on Wednesday 27 November 2019.

AZIPX1291119

AZIPX1291119

1 1 AZI

My/Our contact details in case of enquiries are:

Name:

Number:

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----- Start of picture text -----

( )
----- End of picture text -----

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 [email protected]

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.

AI assistant

ALTAMIN LIMITED — AGM Information 2019

64488_rns_2019-10-27_d62a5a2d-15d0-4e2a-a026-1cb190dd10a3.pdf

ASX Announcement

28 October 2019

Notice of Annual General Meeting & Proxy Form

For and on behalf of the Board:

ALTA ZINC LIMITED

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

Time of Meeting

Place of Meeting

A Proxy Form is enclosed

Alta Zinc Limited ABN 63 078 510 988

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Financial Reports

1 Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

2 Resolution 2 – Re-election of Alexander Burns as a Director

3 Resolution 3 – Grant of Incentive Options to Geraint Harris under the Company’s Plan

4 Resolution 4 – Ratification of issue of 8,250,000 Shares to Geraint Harris

5 Resolution 5 – Ratification of issue of 30,000,000 Options to Horizon Investment Services Pty Ltd as trustee for the Horizon Investment Trust

6 Resolution 6 - Ratification of placement to investors under Listing Rule 7.1

7 Resolution 7 - Ratification of placement to investors under Listing Rule 7.1A

8 Resolution 8 - Issue of Shares to Geraint Harris, Director

9 Resolution 9 – Approval of Additional 10% Placement Capacity

10 Resolution 10 – Approval of proportional takeover provisions in Constitution

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

By order of the Board

Stephen Hills

How to vote

Voting in person (or by attorney)

Voting by a Corporation

Voting by proxy

Shareholders who are entitled to vote

ALTA ZINC LTD ABN 63 078 510 988

EXPLANATORY MEMORANDUM

FINANCIAL REPORTS

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Voting

RESOLUTION 2 – RE-ELECTION OF ALEXANDER BURNS AS A DIRECTOR

Mr Alexander Burns MBA

RESOLUTION 3 – GRANT OF INCENTIVE OPTIONS TO GERAINT HARRIS UNDER THE COMPANY’S PLAN

The details of the financial benefit including reasons for giving the type and quantity of the benefit

Mr Harris’ Current Holdings

Dilution effect of grant of Incentive Options on existing members’ interests

Mr Harris’ total remuneration package

Valuation of Incentive Options

Company’s historical Share price

Other Information

Information Requirements - Listing Rules 10.14 and 10.15

Voting

RESOLUTION 4 – RATIFICATION OF ISSUE OF 8,250,000 SHARES TO GERAINT HARRIS

Background

Voting

RESOLUTION 5 – RATIFICATION OF ISSUE OF 30,000,000 OPTIONS TO HORIZON INVESTMENT SERVICES PTY LTD AS TRUSTEE FOR THE HORIZON INVESTMENT TRUST

Voting

RESOLUTIONS 6 AND 7 – RATIFICATION OF ISSUE OF SHARES TO VARIOUS SOPHISTICATED AND INSTITUTIONAL INVESTORS UNDER ASX LISTING RULES 7.1 AND 7.1A

Background

Information requirements – Listing Rule 7.4 and 7.5

RESOLUTION 8 – ISSUE OF SHARES TO GERAINT HARRIS (DIRECTOR)

Background

Related Party Transactions

Information Requirements – Listing Rule 10.13

RESOLUTION 9 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Background

Listing Rule 7.1A

(A x D) – E

Note : This table assumes:

Specific information required by Listing Rule 7.3A

RESOLUTION 10 – APPROVAL OF PROPORTIONAL TAKEOVER PROVISIONS IN CONSTITUTION

Proportional takeover bid

Effects of the proposed proportional takeover provisions

Reasons for proportional takeover provisions

Advantages and disadvantages

Knowledge of any acquisition proposal

Right to set aside Resolution

Directors’ recommendation

GLOSSARY

ALTAMIN LIMITED AGM Information 2019