ARIKA RESOURCES LIMITED - Proxy Solicitation & Information Statement 2015

PLD CORPORATION LIMITED (TO BE RENAMED “METALICITY LIMITED”) ACN 086 839 992

NOTICE OF GENERAL MEETING

TIME : 9:00 am (WST) DATE : 2 July 2015 PLACE : Steinepreis Paganin Level 4, The Read Buildings, 16 Milligan Street PERTH WA 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9217 3300.

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	9
Glossary	46
Schedule 1 – Summary of terms of Convertible Notes	49
Schedule 2 – Pro Forma Financial Statement	51
Schedule 3 – Summary of Employee Incentive Scheme	54
Schedule 4 – Summary of Terms of Related Party Options	56
Schedule 5 – Valuation of Related Party Options	58
Proxy Form

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 9:00am on Thursday, 2 July 2015 at:

Steinepreis Paganin Level 4, The Read Buildings, 16 Milligan Street PERTH WA 6000 Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm WST on 30 June 2015.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and

a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and
if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting; or
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

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

“That, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change in the nature and scale of its activities as described in the Explanatory Statement accompanying this Notice.”

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

2. RESOLUTION 2 – CONSOLIDATION OF CAPITAL

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

"That, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

(a) every two (2) Shares be consolidated into one (1) Share; and

(b) every two (2) Options be consolidated into one (1) Option,

and, where this Consolidation results in a fraction of a Share or Option being held, the Company be authorised to round that fraction down to the nearest whole Share or Option (as the case may be)."

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 68,957,416 Shares to Resource Capital Fund VI L.P. on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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 – ISSUE OF CONVERTIBLE NOTES – ACQUISITION OF THE ADMIRAL BAY PROJECT

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 500 Convertible Notes (on a post-Consolidation basis) each with a face value of $1,000 to Kagara Limited (In Liquidation) (or its nominee) at Settlement, on the terms and conditions set out in the Explanatory Statement.”

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

5. RESOLUTION 5 – ISSUE OF SHARES – ACQUISITION OF 90% OF THE ROCKY GULLY PROJECT

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 14,375,000 Shares (on a post-Consolidation basis) to Heron Resources Limited (or its nominee) at Settlement, on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – CHANGE OF COMPANY NAME

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

“That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Metalicity Limited with effect from the date that ASIC alters the Company’s registration.”

7. RESOLUTION 7 – ADOPTION OF INCENTIVE OPTION SCHEME

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Metalicity Employee Option Scheme and for the issue of securities under that Scheme, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 8 – ISSUE OF OPTIONS TO RELATED PARTY – MATTHEW GAUCI

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

“That, for the purposes of sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 15,000,000 Options (on a post-Consolidation basis, being 5,000,000 Options with an exercise price of $0.025 each, 5,000,000 Options with an exercise price of $0.03 each and 5,000,000 with an exercise price of $0.04 each) to Matthew Gauci (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Matthew Gauci (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9. RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY – ANDREW DALEY

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

“That, for the purposes of sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 7,500,000 Options (on a post-Consolidation basis, being 2,500,000 Options with an exercise price of $0.025 each, 2,500,000 Options with an exercise price of $0.03 each and 2,500,000 Options with an exercise price of $0.04 each) to Andrew Daley (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Andrew Daley (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

10. RESOLUTION 10 – ISSUE OF OPTIONS TO RELATED PARTY – MATHEW LONGWORTH

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

“That, for the purposes of sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 6,000,000 Options (on a post-Consolidation basis, being 2,000,000 Options with an exercise price of $0.025 each, 2,000,000 Options with an exercise price of $0.03 each and 2,000,000 Options with an exercise price of $0.04 each) to Mathew Longworth (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mathew Longworth (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

11. RESOLUTION 11 – ISSUE OF OPTIONS TO RELATED PARTY – CHRISTOPHER BAIN

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

“That, for the purposes of sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 6,000,000 Options (on a post-Consolidation basis, being 2,000,000 Options with an exercise price of $0.025 each, 2,000,000 Options with an exercise price of $0.03 each and 2,000,000 Options with an exercise price of $0.04 each) to Christopher Bain (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Christopher Bain (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

12. RESOLUTION 12 – ISSUE OF SHARES – REDUCTION OF NET SMELTER ROYALTY

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue such number of Shares, when multiplied by the issue price will equal $1,000,000 to Kagara Limited (In Liquidation) or its nominee, on the terms and conditions set out in the Explanatory Statement.”

Dated: 29 May 2015

By order of the Board

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Matthew Gauci Managing Director

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO PROPOSED ACQUISITION OF THE ADMIRAL BAY, ROCKY GULLY AND ROCKY GULLY EAST PROJECTS

1.1 General background

Historically, the Company has been a health care equipment and services company which is principally focussed on the development of joint replacement products in the health care industry as well as mineral exploration. Details of the Company’s most recent activities in these areas are set out in its Annual Report lodged on ASX on 29 August 2014. On 30 October 2014, PLD Corporation Limited ( Company or PLD ) announced that it had entered into an option agreement with Kagara Ltd (in Liquidation) ( Kagara ) under which the Company was granted an option to acquire 100% of the Admiral Bay Project ( Admiral Bay Option ). On 30 October 2014, the Company paid Kagara an option facilitation fee of $30,000 in consideration of Kagara granting PLD the Admiral Bay Option. The Company subsequently extended the option period for the Admiral Bay Option by paying Kagara $40,000, and on 6 March 2015, the Company gave notice in writing to Kagara that it exercised the Admiral Bay Option.

On 10 April 2015, the Company entered into the Asset Sale Agreement with Kagara and the Liquidators and agreed the form of the Milestone Payment Deed and the NSR Royalty Deed to be entered into with Kagara and the Liquidators and the Convertible Note Deed Poll to be entered into by the Company in favour of the holders of the Convertible Notes ( Noteholders ), each of which shall be entered into on Settlement. Pursuant to the Asset Sale Agreement, subject to various conditions precedent, PLD will acquire the Admiral Bay Project. . Further details of these agreements are set out in Sections 1.10.1 - 1.10.5.

The Admiral Bay Project is located in the Canning Basin, Western Australia and is considered one of the world’s more significant undeveloped zinc deposits.

On 19 August 2013, the Company announced that it had entered into an option agreement with Heron Resources Limited ( Heron ) and Stuart Town Gold Pty Ltd, a wholly owned subsidiary of the Company ( Stuart Town ) under which Stuart Town was granted an option to acquire a 90% interest in the Rocky Gully Project ( Rocky Gully Option ). On 19 August 2013, Stuart Town paid Heron an option facilitation fee of $20,000 in consideration of Heron granting Stuart Town the Rocky Gully Option. Stuart Town subsequently extended the option period for the Rocky Gully Option by issuing Heron 3,750,000 Shares with a deemed issue price of $0.008 per Share and on 6 March 2015, Stuart Town gave notice in writing to Heron that it exercised the Rocky Gully Option. Further details of this agreement are set out in Section 1.10.6.

On 19 August 2013, the Company announced that it had entered into an option agreement with Third Reef Pty Ltd ( Third Reef ) under which Stuart Town was granted an option to acquire a 100% interest in the Rocky Gully East Project ( Rocky Gully East Option ). On 19 August 2013, Stuart Town paid Third Reef an option facilitation fee of $30,000 in consideration of Third Reef granting the Company the Rocky Gully East Option. Stuart Town subsequently extended the option period for the Rocky Gully East Option by issuing to Third Reef 5,000,000 Shares at a deemed issue price of $0.006 per Share, and on 6 March 2015, Stuart Town gave notice in writing to Third Reef that it exercised the Rocky Gully East Option. Further details of this agreement are set out in Section 1.10.7.

The acquisitions of the Admiral Bay Project, Rocky Gully East Project and 90% of the Rocky Gully Project are herein referred to as the Acquisition.

The Notice of Meeting sets out the Resolutions necessary to complete the Acquisition and associated transactions. A summary of the Resolutions is as follows:

(a) as the Company is currently a health care equipment and services company, the Acquisition, if completed, will represent a significant change in the nature and scale of the Company’s operations to a mineral exploration company, for which Shareholder approval is required under ASX Listing Rule 11.1.2 (Resolution 1);
(b) the Company will need to re-comply with Chapters 1 and 2 of the ASX Listing Rules and, to achieve this, must undertake a 1 for 2 consolidation of its Shares and Options ( Consolidation ). If approved, the Consolidation will take effect following the Meeting in accordance with the ASX timetable (Resolution 2);
(c) the ratification of the issue of 68,957,416 Shares to Resource Capital Fund VI L.P. ( RCF ) (Resolution 3);
(d) the issue of 500 Convertible Notes each with a face value of $1,000 on a post-Consolidation basis) to Kagara on Settlement as part consideration for acquiring 100% of the Admiral Bay Project (Resolution 4);
(e) the issue of 14,375,000 Shares (on a post-Consolidation basis) to Heron on Settlement as consideration for acquiring 90% of the Rocky Gully Project (Resolution 5);
(f) the change of the Company’s name to “Metalicity Limited” on Settlement (Resolution 6);
(g) the adoption of an employee incentive scheme entitled “Metalicity Employee Option Scheme” (Resolution 7)
(h) the issue of up to 15,000,000 Options (on a post-Consolidation basis) to Matthew Gauci or his nominee (Resolution 8);
(i) the issue of up to 7,500,000 Options (on a post-Consolidation basis) to Andrew Daley or his nominee (Resolution 9);
(j) the issue of up to 6,000,000 Options (on a post-Consolidation basis) to Mathew Longworth or his nominee (Resolution 10);
(k) the issue of up to 6,000,000 Options (on a post-Consolidation basis) to Chris Bain or his nominee (Resolution 11); and
(l) the issue of up to that number of Shares (on a post-Consolidation basis, when multiplied by the issue price) will equal $1,000,000 to Kagara Limited (In Liquidation) or its nominee (Resolution 12).

1.2 Re-compliance with Chapters 1 and 2 of the Listing Rules

ASX has advised the Company that, given that the Company is proposing to make a change in its activities from a health care equipment and services company to a mineral exploration company, it has exercised its discretion to require the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules prior to the Company completing the Acquisition.

For this purpose, the Company will be required to re-comply with the conditions to listing on ASX set out in Chapters 1 and 2 of the ASX Listing Rules in order to achieve Settlement and before it can be re-instated to trading on ASX following Settlement.

ASX Listing Rule 1.1 Condition 11 provides that for an entity to be admitted to the official list, the exercise price for any options on issue must be at least 20 cents in cash.

On 18 May 2015, ASX granted the Company a waiver from the requirements of Listing Rule 1.1, Condition 11 to allow the Company to issue 34,500,000 Options to the Directors with an exercise price of less than $0.20 per Option on the following conditions:

(a) the exercise price of each of the 34,500,000 Options proposed to be issued to the Directors (on a post-Consolidation basis) is not less than $0.02 per Option; and
(b) Shareholders approve the exercise price of the 34,500,000 Options proposed to be issued to the Directors (on a post-Consolidation basis).

1.3 No capital raising

The Company does not intend to undertake a capital raising in conjunction with its re-compliance with Chapters 1 and 2 of the Listing Rules because it expects to have sufficient capital to undertake its proposed activities over the next 2 years and is able to comply with the spread condition set out in ASX Listing Rule 1.1 Condition 7 following completion of the Agreements described below.

On 10 March 2015, the Company announced that it had entered into:

(a) a subscription agreement with RCF pursuant to which RCF subscribed for and the Company issued to RCF 68,957,416 Shares at a deemed issue price of $0.01 per Share ( Subscription Agreement ). The placement to RCF pursuant to the Subscription Agreement was completed on 10 March 2015 and the Company is seeking to ratify the issue of the Shares under that placement pursuant to Resolution 3; and
(b) a royalty term sheet with RCF pursuant to which RCF agreed to purchase and the Company agreed to sell a 1% NSR over each of ML4/244, ML4/249 and EL4/1610, being the tenements making up the Admiral Bay Project, for consideration of US$5,000,000 and on 29 May 2015, RCF and the Company entered into a formal royalty deed to reflect the terms of the royalty term sheet ( RCF Royalty Deed ).

A summary of the key terms of the RCF Royalty Deed is set out in Section 1.10.9 below.

Funds to be raised pursuant to RCF Royalty Deed are intended to be used in the manner set out in Section 1.5 below.

As the Company is not undertaking a capital raising in conjunction with its re-compliance with Chapters 1 and 2 of the ASX Listing Rules, on 21 April 2015, the Company requested ASX’s agreement to use an information memorandum rather than a prospectus in accordance with Listing Rule 1.1 Condition 3. On 18 May 2015, the ASX confirmed that an information memorandum that complies with the requirements of Listing Rule 1.4 is sufficient for the purposes of Listing Rule 1.1 condition 3 on the condition that the information memorandum is not issued on or prior to 10 June 2015. The Company expects to dispatch an information memorandum shortly before the date of the General Meeting.

1.4 Company’s existing activities

PLD was admitted to the Official List of the ASX on 20 December 2005. PLD is a health care equipment and services company which is primarily focused on the development of medical device products and also mineral exploration.

The Company was suspended from trading on ASX on 24 November 2008 at its request, and on 2 December 2008, Robert Whitton and Bradley Tonks of Lawler Partners were appointed as joint Administrators.

At two meetings of creditors held on 16 January 2009 and 23 March 2009 respectively, it was resolved to accept the Deed of Company Arrangement ( DoCA ) recommended by the joint Administrators so that the Company could seek and negotiate proposals to reconstruct the Company with interested parties. The DoCA was signed on 15 April 2009, and, on 5 July 2011, the DoCA was varied to reflect the recapitalisation proposal which was accepted at a meeting of creditors on 8 April 2011.

Shareholders passed the necessary resolutions on 23 November 2011 for the Company to proceed with the proposal to recapitalise and restructure the Company, and accordingly, the DoCA was effectuated on 23 November 2011. The Company was removed from external administration at the same time, and the Company changed its name to PLD Corporation Limited.

PLD currently owns Rocky Gully North tenement E70/4622. For the past 2 years, PLD has been evaluating alternative corporate opportunities, both in Australia and overseas, which have the potential to deliver strong future growth for shareholders.

1.5 Use of funds

Following completion of the Acquisition and the RCF Royalty Deed, the Company expects to use its cash funds as follows:

Funds available	Amount (AUD)	Percentage of Funds (%)
Existing cash reserves of the Company1	$700,000	9.7%
Settlement of RCF Royalty Deed	$6,451,612	90.3%
Total	$7,151,612	100%
Allocation of funds	Amount	Percentage of Funds (%)
Expenses associated with the Acquisition2	$1,450,000	20%
Working capital3	$700,000	10%
Exploration and Feasibility	$5,001,612	70%
TOTAL	$7,151,612	100%

Notes

These funds represent existing cash held by the Company at or around the date of this Notice of Meeting. The Company expects to incur costs within the ordinary course of its business which will diminish this amount prior to completion of the Acquisition.

Refer to the table below for the itemised costs of the expenses associated with the Acquisition:

Estimated Costs of Acquisition	Amount
Item	Amount
Part consideration of exercise of the Admiral Bay Option	$500,000
Stamp duty and taxes	$300,000
Consideration of exercise of the Rocky Gully East Option	$50,000
Working Capital	$200,000
Exploration Work	$100,000
Corporate Documentation	$60,000
Technical Documentation	$50,000
Notice of Meeting	$40,000
Independent Reports	$55,000
Information Memorandum	$30,000
Regulatory Fees	$65,000
TOTAL	$1,450,000

Working capital includes the general costs associated with the management and operation of the business including administration expenses, salaries, directors’ fees, rent and other associated costs.

The above tables are statements of current intentions as of the date of this Notice of Meeting. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

1.6 Overview of the Admiral Bay Project

The Admiral Bay Project is one of the world’s largest undeveloped zinc projects, hosting an Inferred Mineral Resource Estimate ( MRE ) of 72Mt at 6.7% ZnEq[1] and an Exploration Target Range ( ETR ) of 170-250Mt at 5.3%-7.5% ZnEq[2] , located in the Canning Basin, Western Australia. The potential quantity and grade is conceptual in nature, that there has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource . The Admiral Bay Project Inferred Mineral Resource includes a higher grade core of 20Mt at 10.1% ZnEq[3] and based on geological assessment it is considered that multiple higher grade zones could exist within the 18km mineralised corridor. For further details on the Admiral Bay Project, please refer to the Company’s announcements.

1.7 Overview of the Rocky Gully Project

The Rocky Gully Project is one of the largest landholdings in the Albany Fraser Belt, Western Australia, covering a total of 1,200km[2 ] of tenements. Multiple bedrock Electromagnetic (EM) conductors have been identified with exploration work planned on eight (8) priority targets that are considered prospective for Nova-type Nickel, Trilogy-type Copper and strata-bound Graphite type deposits, all of which occur elsewhere in the same geological terrain . For further details on the Rocky Gully Project, please refer to the Company’s announcements.

1.8 Overview of the Rocky Gully East Project

The Rocky Gully East Project covers an area of 226km[2] located in the Albany Fraser Belt, Western Australia. Multiple magnetic bullseye targets have been identified with exploration work planned on two (2) priority targets that are considered prospective for Nova-type Nickel, VMS or BHT base metal deposits, all of which occur elsewhere in the same geological terrain. For further details on the Rocky Gully East Project, please refer to the Company’s announcements.

1.9 Competent Person Statement

The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ( JORC Code ) sets out minimum standards, recommendations and guidelines for Public Reporting in Australasia of Exploration Results, Mineral Resources and Ore Reserves. The Information contained in this Explanatory Statement has been presented in accordance with the JORC Code and references to “Measured, Indicated and Inferred Resources” are to those terms as defined in the JORC Code.

The information in this Explanatory Statement that relates to Geology and Exploration Results is based, and fairly reflects, information compiled by Dr Neal Reynolds, who is a Member of the Australian Institute of Geoscientists. Dr Reynolds is employed by CSA Global Pty Ltd, independent resource industry consultants. Dr Reynolds has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Dr Reynolds consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this Explanatory Statement that relates to Mineral Resources is based, and fairly reflects, information compiled by Mr Serik Urbisinov, who is a Member of the Australian Institute of Geoscientists. Mr Urbisinov is employed by CSA Global Pty Ltd, independent resource industry consultants. Mr Urbisinov has sufficient experience which is relevant to the style of mineralisation and type of deposit under

consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Urbisinov consents to the inclusion in the Explanatory Statement of the matters based on his information in the form and context in which it appears.

All parties have consented to the inclusion of their work for the purposes of this Explanatory Statement. The interpretations and conclusions reached in this Explanatory Statement are based on current geological theory and the best evidence available to the authors at the time of writing. It is the nature of all scientific conclusions that they are founded on an assessment of probabilities and, however high these probabilities might be, they make no claim for absolute certainty. Any economic decisions which might be taken on the basis of interpretations or conclusions contained in this report will therefore carry an element of risk.

PLD confirms that there is no new information or data that materially affects the previous market announcements about the Admiral Bay Project MRE or ETR, and that for the MRE all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed.

1.10 Key Contracts

1.10.1 Admiral Bay Option Agreement

A summary of the material terms of the Exclusivity and Tenement Option Agreement between PLD and Kagara dated 28 October 2014 in respect of Admiral Bay ( Admiral Bay Option Agreement ) is as follows:

(a) Option: PLD paid an initial option facilitation fee of $30,000 to Kagara (plus $40,000 to extend the option period) in consideration for Kagara granting the Admiral Bay Option to PLD. On 6 March 2015, PLD gave written notice to Kagara that it elected to exercise the Admiral Bay Option; and
(b) Other material terms : the remaining material terms of the Admiral Bay Option Agreement are set out in the summaries of the Asset Sale Agreement NSR Royalty Deed, Milestone Payment Deed and Convertible Note Deed Poll in Sections 1.10.2 to 1.10.5.

1.10.2 Asset Sale Agreement

On 10 April 2015, the Company entered into an Agreement for the Sale of Assets relating to the Admiral Bay Project with Kagara and the Liquidators ( Asset Sale Agreement ). A summary of the material terms of the Asset Sale Agreement is as follows:

(a) Sale and purchase : Kagara agreed to sell and the Company agreed to purchase 100% of the Admiral Bay Project comprising the tenements, a statutory licence issued by the Department of Water, the benefits and obligations pursuant to contracts listed in a schedule to the Asset Sale Agreement, the mining information relating to the tenements and the records relating to the Admiral Bay Project on an “as is, where is” basis in their present condition and subject to any defects and encumbrances registered against those assets;
(b) Conditions precedent : settlement of the acquisition of the Admiral Bay Project is conditional upon the satisfaction (or waiver, where possible) of the following conditions precedent:

(i) Kagara obtaining a written notice issued by the Treasurer of the Commonwealth of Australia that there is no objection to Kagara’s acquisition of the Convertible Notes (the subject of Resolution 4) or the Shares issuable on conversion of the Convertible Notes;
(ii) receipt of written approval from the minister responsible for the administration of the Mining Act in respect of the transfer of mining leases M04/244 and M04/249;
(iii) the holders of each caveat registered against the tenements comprising the Admiral Bay Project removing their caveats or consenting in writing to the transfer of those tenements;
(iv) each other party to the contracts listed in a schedule to the Asset Sale Agreement executing an assignment deed under which they will agree to the novation of that contract to the Company and releasing Kagara from all its obligations under that contract with effect from Settlement;
(v) all approvals of shareholders of the Company as required by ASX or under the Corporations Act necessary to complete the acquisition of the Admiral Bay Project being obtained;
(vi) receipt of the conditional approval by ASX to reinstate the Shares to trading on ASX (after PLD re-complies with Chapters 1 and 2 of the ASX Listing Rules) and those conditions being satisfied to the reasonable satisfaction of PLD; and
(vii) any approvals from the Court necessary to complete the acquisition of the Admiral Bay Project being obtained by Kagara;
(c) Consideration: the consideration payable by the Company for the acquisition of the Admiral Bay Project is:
(i) the payment of $500,000 by the Company to Kagara at settlement;
(ii) the grant of a royalty equal to 1.5% NSR on production at the Admiral Bay Project by the Company to Kagara (terms of which are set out in the NSR Royalty Deed which is an annexure to the Asset Sale Agreement);
(iii) the issue of 500 convertible notes each with a face value of $1,000 and which are convertible into Shares at Kagara’s election by the Company to Kagara (terms of which are set out in the Convertible Note Deed Poll which is an annexure to the Asset Sale Agreement); and
(iv) a milestone payment of $2,500,000 in cash by the Company or Shares (at the Company’s election) on the date which is 3 years from when commercial production of the Admiral Bay Project commences ( Milestone Date ) (terms of which are set out in the Milestone Payment Deed which is an annexure to the Asset Sale Agreement); and
(d) Entry into contracts : each of the Company and Kagara delivering an executed version of the NSR Royalty Deed and Milestone Payment Deed to the other party; and

(e) Limitations of liability:

(i) the Company is providing a number of indemnities in favour of Kagara; and
(ii) Kagara seeks to disclaim or limit its liability in various circumstances,

which are not uncommon in the context of a liquidation sale of assets.

1.10.3 NSR Royalty Deed

The Company intends to enter into a Net Smelter Return Royalty Deed with Kagara on Settlement ( NSR Royalty Deed ). A summary of the material terms of the NSR Royalty Deed is as follows:

(a) NSR Royalty : the Company agrees to pay Kagara a royalty equal to a 1.5% NSR on production at the Admiral Bay Project;
(b) Termination of NSR : the Company may buy back the NSR as follows:
(i) the Company may buy back 0.5% of the NSR royalty upon successful completion of a scoping study in respect of the Admiral Bay Project in consideration for:
- (A) the payment of $1,000,000 in cash by the Company to Kagara; or
- (B) the issue to Kagara of the number of Shares that is equal to $1,000,000 divided by the VWAP over the 20 Trading Days from the date that the Company notifies Kagara that it wishes to reduce the NSR; and
(ii) the Company may buy back 1.0% of the NSR royalty upon successful commencement of production at the Admiral Bay Project in consideration for:
- (A) the payment of $2,500,000 in cash by the Company to Kagara; or
- (B) the issue to Kagara of the number of Shares that is equal to $2,500,000 divided by VWAP over the 20 Trading Days from the date that the Company notifies Kagara that it wishes to reduce the NSR,

at PLD’s election and subject to the need to obtain approval of the Company’s shareholders. Upon the NSR being reduced to 0% the NSR Royalty Deed will terminated;

(c) Relinquishment : the Company must give 60 days’ prior notice to Kagara if it intends to relinquish, surrender or fail to renew a tenement which forms part of the Admiral Bay Project, and Kagara will then have an opportunity to request that the relevant tenement be relinquished and conveyed to Kagara for no further consideration provided that RCF and BCKP Limited do not exercise their rights in priority to have the tenement relinquished and conveyed to it and the tenement is capable of being conveyed to Kagara; and

(d) Revival : if within 3 years after the relinquishment, surrender or non-renewal of a tenement which forms part of the Admiral Bay Project, a tenement is granted to or acquired by the Company or its related body corporate in respect of part of an area that was subject of that relinquished tenement, then the Company will be obliged to pay from the date the grant or acquisition the NSR over the area of that relinquished tenement which was revived.

1.10.4 Milestone Payment Deed

The Company intends to enter into a Milestone Payment Deed with Kagara and the Liquidators on Settlement ( Milestone Payment Deed ). A summary of the material terms of the Milestone Payment Deed is as follows:

(a) Milestone payment : the Company may elect to make a milestone payment to Kagara by:
(i) paying $2,500,000 to Kagara on the Milestone Date; or
(ii) issuing to Kagara the number of Shares that is equal to $2,500,000 divided by the VWAP over the period of 20 Trading Days from the Milestone Date (subject to receipt of any required shareholder approval);
(b) Relinquishment: Kagara has rights which mirror those described at Section 1.10.3(c) in relation to the NSR Royalty Deed;
(c) Revival : the Milestone Payment Deed contains a revival provision that mirrors the provision described at Section 1.10.3(d) in relation to the NSR Royalty Deed with exception that, from the date of the grant or acquisition of the new tenement, the new tenement will become subject to the Milestone Payment Deed; and
(d) Minimum expenditure: the Company must expend not less than $5,000,000 on the Admiral Bay Project over a period of 3 years from the date that the Company is granted access to the Admiral Bay Project. If the Company does not comply with this obligation within the required time, Kagara may elect to request that the Company:
(i) pay $1,000,000 to Kagara; or
(ii) transfer to Kagara all of its legal and beneficial interest in the Admiral Bay Project held by the Company at that time.

1.10.5 Convertible Note Deed Poll

The Company intends to enter into a Convertible Note Deed Poll in favour of each holder of its Convertible Notes on Settlement ( Convertible Note Deed Poll ). A summary of the material terms of the Convertible Note Deed Poll is as follows:

(a) Ranking: the convertible notes issued pursuant to the Convertible Note Deed Poll ( Convertible Notes ) will generally rank equally among themselves and will rank in priority to Shares;
(b) Interest : interest will accrue on the outstanding amount in respect of each Convertible Note at a daily rate which is equal to 7.5% per annum divided by 365. Interest will compound on the last day of each month and will be paid by the Company on each interest repayment date. If an event of

default is subsisting, then a daily rate of interest which is equal to 15% per annum divided by 365 will accrue from the date that the event of default occurred;

(c) Redemption : if a Convertible Note is not redeemed prior to the maturity date, or the subject of a conversion notice provided by the Noteholder at least 5 business days prior to the maturity date (being 2 years from the date that the Convertible Note is issued) ( Maturity Date ), then a Convertible Note must be redeemed in full on the Maturity Date . Subject to law, the Company may redeem some or all of the Convertible Notes by giving the Noteholders at least 30 days’ prior written notice (unless the Noteholders agree to reduce this period);
(d) Conversion: a Noteholder may convert some or all of its Convertible Notes into the Shares on the Maturity Date at a conversion price equal to the VWAP for the 20 consecutive Trading Days (subject to the reorganisation events contained in the Convertible Note Deed Poll) starting on the later of:
(i) the day which is 10 days after the date that the Convertible Notes were issued; and
(ii) the day on which trading in the Shares on the ASX recommences for the first time after the date that the Convertible Notes were issued; and
(e) Adjustment of conversion price: the conversion price described above in paragraph (d) must be adjusted in the circumstances provided in the Convertible Note Deed Poll, including if there is a bonus issue of Shares, a consolidation or subdivision of securities or PLD undertakes an in-specie distribution.

1.10.6 Rocky Gully Option Agreement

A summary of the terms of the Tenement Option and Sale Agreement between PLD, Heron and Stuart Town dated 15 August 2013 in respect of the Rocky Gully Project ( Rocky Gully Option Agreement ) is as follows:

(a) Option: Stuart Town paid an option facilitation fee of $20,000 to Heron (and issued Heron 3,750,000 Shares with a deemed issue price of $0.008 per Share to extend the option period) in consideration for Heron granting the Rocky Gully Option to Stuart Town. On 6 March 2015, Stuart Town gave written notice to Heron that it elected to exercise the Rocky Gully Option;
(b) Conditions Precedent : settlement of the acquisition of the Rocky Gully Project is conditional upon the satisfaction (or waiver by PLD) of the following conditions precedent:
(i) PLD holding a shareholder meeting to obtain all approvals that are required to give effect to the transactions contemplated; and
(ii) the conditional approval by ASX to reinstate the securities of PLD to trading on ASX (after PLD re-complies with Chapters 1 and 2 of the ASX Listing Rules) and those conditions being satisfied to the reasonable satisfaction of PLD;
(c) Consideration: Heron has agreed that the exercise fee will be paid to it by way of the issue of 14,375,000 Shares at a deemed issue price of $0.02 per share (on a post-Consolidation basis);

(d) Free carried interest: Stuart Town agreed to free carry Heron in relation to Heron’s 10% legal and beneficial interest in the Rocky Gully Project in relation to all minerals until completion and delivery to Heron of a pre-feasibility study of the Rocky Gully Project by or on behalf of Stuart Town. This relieves Heron from any obligation to contribute to any expenditure, outgoings or other costs or expenses arising in connection with its 10% interest in the Rocky Gully Project until the pre-feasibility study is completed and delivered;
(e) Pre-feasibility study : upon receipt by Heron of the pre-feasibility study of the Rocky Gully Project, Heron may elect to either:
(i) contribute to the expenditure on the Rocky Gully Project to the extent of its 10% interest in that project, in which case a joint venture between Heron and Stuart Town will arise on terms and conditions to be agreed; or
(ii) convert its 10% interest in the Rocky Gully Project into a royalty equal to a 1.5% NSR on any minerals derived from the Rocky Gully Project and immediately transfer its interest in the Rocky Gully Project to Stuart Town;
(f) Tenement obligations: Stuart Town has a number of obligations in respect of Rocky Gully during the option period, including:
(i) undertaking sufficient exploration on the Rocky Gully Project to meet any expenditure commitments for that project; and
(ii) maintaining the Rocky Gully Project in good standing and free from any liability to cancelation, forfeiture or non-renewal; and
(g) Sale or transfer of NSR or free carried interest: Stuart Town has the first and last right to acquire Heron’s 1.5% NSR royalty and/or free carried interest if Heron proposes to sell either to a third party that is not related to or controlled by Heron.

1.10.7 Rocky Gully East Option Agreement

A summary of the terms of the Tenement Option and Sale Agreement between PLD and Third Reef dated 15 August 2013 in respect of the Rocky Gully East Project ( Rocky Gully East Option Agreement ) is as follows:

(a) Option: Stuart Town paid an option facilitation fee of $30,000 to Third Reef and issued to Third Reef 5,000,000 Shares at a deemed issue price of $0.006 per Share, to extend the option period) in consideration for Third Reef granting the Rocky Gully East Option to Stuart Town. On 6 March 2015, Stuart Town gave written notice to Third Reef that it elected to exercise the Rocky Gully East Option;
(b) Conditions Precedent : the conditions precedent to the Rocky Gully East Option Agreement are the same as the conditions precedent described above at Section 1.10.6(b) in respect of the Rocky Gully Option Agreement;
(c) Consideration : Third Reef has elected for the consideration payable to it for the Company’s acquisition of the Rocky Gully East Project to be $50,000 in cash;

(d) Royalty : following completion of the Rocky Gully East Option Agreement, Stuart Town agrees to pay Third Reef a royalty equal to 1.5% NSR on minerals derived from the Rocky Gully East Project;
(e) Sale or transfer of NSR: Stuart Town has a first right to acquire Third Reef’s 1.5% NSR royalty if Third Reef proposes to sell its royalty to a third party that is not related to or controlled by Third Reef;
(f) Relinquishment: if after completion of the Rocky Gully East Option Agreement, Stuart Town seeks to surrender or voluntarily relinquish any part of the Rocky Gully East Project, Third Reef will be granted the first option to acquire the Rocky Gully East Project; and
(g) Tenement obligations: Stuart Town has various obligations in respect of the Rocky Gully East Project during the option period which include those described in Section 1.10.6(f) in respect of the Rocky Gully Project.

1.10.8 BCKP Royalty Deed

On 8 April 2004, Kagara entered into a royalty deed with Rio Tinto Exploration Pty Ltd Limited ( Rio Tinto ) pursuant to which Kagara granted Rio Tinto a 1.5% NSR and a 1.5% royalty on the value of all gold produced from the mining leases comprising the Admiral Bay Project. On 28 December 2012, Rio Tinto assigned its existing rights to receive royalties from the tenements making up the Admiral Bay Project to BCKP Limited ( BCKP ) pursuant to a royalty assignment and assumption agreement. It is a condition precedent to Settlement that Kagara’s rights and obligations pursuant to the royalty deed (as assigned to BCKP) ( BCKP Royalty Deed ) are assigned to PLD. A summary of the material terms of the BCKP Royalty Deed (as assigned) which PLD will be a party to from Settlement is as follows:

(a) BCKP Royalty : PLD agrees to pay BCKP a royalty equal to 1.5% of all gold produced and a royalty equal to 1.5% of the NSR over the life of the mining leases comprising the Admiral Bay Project;
(b) Royalty buy-out : PLD may cancel BCKP’s entitlement to the royalty by providing BCKP with 30 days’ prior written notice of its intention to do so and paying to BCKP an amount calculated as follows:

A$40,000,000 x (CPI/124.1)

Where

“ CPI ” means the Consumer Price Index All Groups in Australia, weighted average of eight capital cities, published by the Australian Bureau of Statistics for the quarter immediately preceding the quarter during which PLD gives notice to BCKP that it will cancel the royalty.

(c) Maintenance: PLD must maintain the tenements comprising the Admiral Bay Project in good standing in accordance with their terms;
(d) Relinquishment: PLD must give BCKP at least 30 days’ notice if it proposes not to renew a tenement comprising the Admiral Bay Project, and BCKP will then have an opportunity to request that PLD renew the tenement on behalf of BCKP and then transfer that tenement to BCKP for no further consideration; and

(e) Revival: within 1 year after the relinquishment, surrender or non-renewal of a tenement which forms part of the Admiral Bay Project a tenement is granted to or acquired by PLD in respect of part of an area that was subject to a relinquished tenement, then this new tenement will be taken to be part of the tenement area for the purposes of the BCKP Royalty Deed to the extent that it covers the lapsed tenement area.

1.10.9 RCF Royalty Deed

On 29 May 2015, PLD entered into the RCF Royalty Deed with RCF. A summary of the material terms of the RCF Royalty Deed is as follows:

(a) Royalty : the Company agrees to pay RCF a royalty equal to a 1% NSR on production at the Admiral Bay Project over the life of the mine;
(b) Consideration: RCF will acquire the royalty for US$5,000,000;
(c) Conditions precedent: settlement of the RCF Royalty Deed is conditional upon the satisfaction (or waiver by PLD, where possible) of conditions precedent, including:
(i) PLD obtaining all necessary shareholder board and regulatory approvals that are required to give effect to the transactions contemplated by the RCF Royalty Deed;
(ii) the conditional approval by ASX to reinstate the Securities to trading on ASX (after PLD re-complies with Chapters 1 and 2 of the ASX Listing Rules) and those conditions being satisfied to the reasonable satisfaction of PLD and RCF;
(iii) FIRB approval or a notice of no objection being obtained in respect of the grant of the royalty to RCF;
(iv) PLD providing evidence to RCF that it is fully funded in relation to all of its obligations under the Asset Sale Agreement;
(v) settlement of the Asset Sale Agreement;
(vi) PLD providing evidence to RCF that it has complied with its obligations under the Subscription Agreement; and
(vii) the Company grants a mining mortgage over one or more tenements comprising the Admiral Bay Project and a featherweight charge over all of the assets of the Company and these securities being perfected.
(d) Royalty security: the Company must grant RCF a first ranking mining mortgage over one or more of the tenements comprising the Admiral Bay Project together with a featherweight charge over all other assets of the Company;
(e) Maintenance: PLD must maintain the tenements comprising the Admiral Bay Project in good standing in accordance with their terms;
(f) Relinquishment: PLD must give RCF at least 30 days’ notice if it proposes not to renew a tenement comprising the Admiral Bay Project, RCF will then have an opportunity to request that PLD renew the tenement on behalf of RCF and then transfer that tenement to RCF for no further consideration; and
(g) Revival: RCF has a rights in respect of lapsed tenements that are consistent with those described in Section 1.10.8(e);

(h) Pre-emptive right: if RCF intends to sell the royalty (to any person other than another of its funds) PLD will have a pre-emptive right to make an offer to purchase the royalty.

1.11 Effect on Capital Structure

On the basis that settlement of the Acquisition occurs on the terms described in Sections 1.10.1 to 1.10.7, the Company’s capital structure will be as follows:

	Shares	Options	Convertible Notes
Current	696,539,557	106,000,000	-
Cancellation	-	(60,000,000)1	-
SUB-TOTAL	696,539,557	46,000,000	-
Consolidation	348,269,779	23,000,0002	-
Grant of Options to Directors3	-	34,500,000	-
Admiral Bay consideration4	-	-	500
Rocky Gully consideration5	14,375,000	-	-
Issue to facilitators5	5,000,000	-	-
TOTAL	367,644,779	57,500,000	500

Notes:

The Company will seek the agreement of each optionholder whose Options are proposed to be cancelled for no-consideration.
The terms of the Options currently on issue are as follows:

Pre-Consolidation	Pre-Consolidation	Post-Consolidation	Post-Consolidation	Expiry Date
Number	Exercise Price	Number	Exercise Price
30,000,000	$0.02, $0.04 and $0.06	15,000,000	$0.04, $0.08 and $0.12	31 January 2015
22,500,000	$0.02, $0.04 and $0.06	11,250,000	$0.04, $0.08 and $0.12	16 December 2016
6,000,000	$0.02, $0.04 and $0.06	3,000,000	$0.04, $0.08 and $0.12	11 March 2017
7,500,000	$0.02, $0.04 and $0.08	3,750,000	$0.04, $0.08 and $0.16	24 November 2017
40,000,000	$0.01	20,000,000	$0.02	31 December 2015

As per note 1 above, it is proposed that 60,000,000 Options will be cancelled (on a pre-Consolidation basis) following receipt of agreement of each optionholder whose Options are proposed to be cancelled immediately prior to the Consolidation. As a result of the proposed cancellation, at total of 57,500,000 Options comprising 3,000,000 Options expiring on 11 March 2017 and 20,000,000 Options expiring on 31 December 2015, plus the 34,500,000 Options proposed to be issued pursuant following receipt of Shareholder approval will be on issue (on a post-Consolidation basis).

Resolutions 8 to 11 seek approval for the issue of these Options on the terms set out in the Explanatory Statement.
In accordance with the Admiral Bay Option Agreement, PLD has agreed to issue 500 Convertible Notes to Kagara each with a face value of $1,000 which will be convertible into Shares at a deemed issue price equal to the 20 day VWAP prior to the maturity date at Kagara’s election on the second anniversary from the date of issue. Resolution 4 seeks approval for the issue of the Convertible Notes on the terms set out in the Explanatory Statement.
In accordance with the Rocky Gully Option Agreement, and the parties entry into a letter agreement dated 22 April 2015, Heron will be issued 14,375,000 Shares at a deemed price of $0.02 per Share (on a post-Consolidation basis. Resolution 5 seeks approval for the issue of these Shares on the terms set out in the Explanatory Statement.
The Company is proposing to issue 2,500,000 Shares at $0.02 (on a post-Consolidation basis) to each of Michael Pollack and Jonathan Pager, previous directors of the Company who resigned on 15 August 2013 in consideration for their facilitation of the acquisition of the Admiral Bay Project. The Company is not seeking Shareholder approval for these issues of Shares.

1.12 Pro Forma Statement of Financial Position

Set out in Schedule 4 is a pro forma balance sheet of the Company assuming that all necessary Resolutions have been passed, the Consolidation is completed and Settlement has occurred. The historical and pro-forma information is presented in an abbreviated form, insofar as it does not include all of the disclosure required by the Australian Accounting Standards applicable to annual financial statements.

1.13 Indicative timetable

An indicative timetable for Settlement and associated transactions is set out below:

Event	Date
Lodgement of Information Memorandum with the ASX	26 June 2015
General Meeting held to approve the Transaction	2 July 2015
Conditional approval from ASX under the requirements of Chapters 1 and 2 of the ASX Listing Rules	3 July 2015
Completion of Consolidation	9 July 2015
Completion of the Acquisition	13 July 2015
Despatch of holding statements	14 July 2015
Re-quotation of Shares on ASX	21 July 2015

Please note this timetable is indicative only and the directors of PLD reserve the right to amend the timetable as required.

1.14 Board intention if settlement of the Acquisition occurs

In the event that the Acquisition and the RCF Royalty Deed are completed, the funds raised from these agreements, together with the Company’s existing cash reserves will be used to:

(a) undertake exploration development work at the Admiral Bay and Rocky Gully Projects;
(b) meet the ongoing administration costs of the Company;
(c) pay the costs of the re-compliance with Chapters 1 and 2 of the ASX Listing Rules; and
(d) otherwise contribute to the working capital of the Company.

It is intended to allocate the funds raised pursuant to the RCF Royalty Deed and existing cash reserves as set out in Section 1.5.

1.15 Composition of the Board of Directors

It is currently intended that all existing Directors will remain directors of the Company on Settlement. Additional Board and management resources may be considered as appropriate as the Projects develop.

1.16 Advantages of the proposals in the Resolutions

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Resolutions:

(a) the Acquisition represents an attractive investment opportunity for the Company to change its business focus from its previous M-Cor modular hip system to that of a mineral exploration company;
(b) with supply demand disequilibrium for zinc and nickel, the acquisition of the Admiral Bay and Rocky Gully Projects will expose the Company to a market which has potential to grow significantly;
(c) the Acquisition will provide the Company with the opportunity to increase the value of the Company;
(d) the Company may be able to raise funds at a higher price by way of share equity as a result of the Transaction in the future; and
(e) because the Company is not seeking to raise in funds in conjunction with the Acquisition, the Acquisition will have a minimal dilutionary effect on the holdings of Shareholders.

1.17 Disadvantages of the proposals in the Resolutions

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Resolutions:

(a) the Company will be changing the nature and scale of its activities to primarily be a mineral exploration company, which may not be consistent with the objectives of all Shareholders; and

(b) there are additional risk factors associated with the change in nature of the Company’s activities resulting from the Acquisition. Some of the key risks are summarised in Section 1.18 below.

1.18 Key risks applicable to PLD

Shareholders should be aware that if the Acquisition is approved and completed, the Company will be changing the nature and scale of its activities and will be subject to additional or increased risks arising from the Projects, parties contracted or associated with the Projects. The risks and uncertainties described below are not intended to be exhaustive. There may be additional risks and uncertainties that the Company is unaware of or that the Company currently considers to be immaterial, which may affect the Company. Based on the information available, a non-exhaustive list of risk factors for the Company associated with the Company’s proposal to acquire the Projects is set out below.

(a) Risks relating to the Change in Nature and Scale of Activities

(i) Re-Quotation of Shares on ASX

The Acquisition constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the official list of ASX.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares on the ASX. Should this occur, the Shares will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Shares should the Company be suspended until such time as it does re-comply with the ASX Listing Rules.

(b) Risks in respect of the Projects

(i) Liquidation sale

It is proposed that the Company will acquire the Admiral Bay Project from Kagara, an entity which has Liquidators appointed. Kagara and the Liquidators give no representations or warranties that would typically be included in an asset sale agreement that is not in an insolvency context and the assets will be acquired pursuant to that agreement on an “as is, where is” basis. This means that the Company will assume any liabilities and legacy risks inherent with the Admiral Bay Project. However, the provisions of the Asset Sale Agreement are consistent with the terms typically included in an asset sale agreement in an insolvency context and the Company has undertaken extensive due diligence enquiries with respect to the Admiral Bay Project, including by satisfying itself of Kagara’s title to the Admiral Bay Project and the encumbrances registered against the Admiral Bay Project.

(ii) Exploration success

The Projects are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of the Projects, or any other licenses that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to the Projects and obtaining all required approvals for its activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of the tenements comprising the Projects.

(iii)

Mine development

Possible future development of a mining operation at any of the Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production, its operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement of hazardous weather conditions and fires, explosions or accidents. No assurance can be given that the Company will achieve commercial viability through the development or mining of its projects and treatment of ore.

(iv) Aboriginal Heritage sites

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ). The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons. The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

No Aboriginal sites over the Tenements were identified from searches of the Western Australian Register of Aboriginal sites conducted on 15 April 2015. However, the Company is aware of one existing Aboriginal heritage site on the tenements comprising the Rocky Gully Project. This site is acknowledged in the heritage agreement dated 11 October 2005 between Atriplex Ltd, the Wagyl Kaip People and the South West Land and Sea Council. In addition, the fact that searches indicated that there are no registered Aboriginal heritage sites existing on the Projects is not conclusive because there is no obligation under the relevant legislation to register Aboriginal heritage sites. The WA Heritage Act protects all registered and unregistered sites.

The existence of Aboriginal heritage sites within the Projects may lead to restrictions on the areas that the Company will be able to explore and mine.

(v)

Native Title

In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Our searches of the native title records maintained by the National Native Title Tribunal on 15 April 2015 indicate that all of the tenements comprising the Admiral Bay, Rocky Gully and Rocky Gully East projects are within the external boundaries of native title claims. Three claims relate to the Rocky Gully and Rocky Gully East Projects and are yet to be determined by the Federal Court. Of these three, only two are registered on the National Native Title Register. The Karajarri People are the recognised traditional owners of an area totalling 30,372sq km which includes the Admiral Bay Project area. The determination, handed down in February 2002, also recognised the existence of existing mining leases M04/249 and M04/244.

In respect of the Karajarri People determination in 2002, Kagara Zinc Limited entered into two Native Title, Heritage Protection and Mineral Exploration Agreements for Karajarri Lands with the Kimberley Land Aboriginal Council. One agreement is in respect of E04/1610 and is dated 13 July 2007 and the other agreement is in respect of M04/249 and is dated 28 February 2007. It is a term of the Asset Sale Agreement that each of these native title agreements will be assigned or novated to PLD as a condition precedent to Settlement, therefore, PLD will be bound by these agreements.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

(vi) Resource estimates

On 25 November 2014, the Company announced a JORC Code compliant Inferred Resource of 72Mt at 6.7% ZnEq at the Admiral Bay Project. There isnot currently a JORC Code compliant resource on the tenements comprising the Rocky Gully and Rocky Gully East Projects. In the event a resource is delineated this would be an estimate only. An estimate is an expression of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

(vii)

Tenure and access

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved.

Tenements are subject to the applicable mining acts and regulations in Western Australia. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

(viii) Commodity price volatility and exchange rate risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company, including supply and demand fluctuations for precious and base metals, general economic activity, costs of production of other mineral producers, technological advancements, forward selling activities and other macro-economic factors.

If the relevant commodity price falls below or remains below the Company’s costs of production for that commodity for any sustained period due to these or other factors and events, the Company’s exploration and production could be delayed or even abandoned. A delay in exploration or production or the abandonment of one or more of the Projects may require the Company to write down its mineral reserves and may have a material adverse effect on the Company’s production, earnings and financial position.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

(c) Operating and Development Risks

The business of mining involves many risks and may be impacted by factors including ore tonnes, grade and metallurgical recovery, input prices (some of which are unpredictable and outside the control of the Company), overall availability of free cash to fund continuing development activities, labour force disruptions, cost overruns, changes in the regulatory environment and other unforeseen contingencies. Other risks also exist such as environmental hazards (including discharge of pollutants or hazardous chemicals), industrial accidents, occupational and health hazards, cave-ins and rock bursts. Such occurrences could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in mining, increased production costs and other monetary losses and possible legal liability to the owner or operator of the mine. The Company may become subject to liability for pollution or other hazards against which it has not insured or cannot insure, including those in respect of past mining activities for which it was not responsible.

In addition, the Company’s profitability could be adversely affected if for any reason its production and processing of copper or mine development is unexpectedly interrupted or slowed. Examples of events which could have such an impact include unscheduled plant shutdowns or other processing problems, mechanical failures, the unavailability of materials and equipment, pit slope failures, unusual or unexpected rock formations, poor or unexpected geological or metallurgical conditions, poor or inadequate ventilation, failure of mine communications systems, poor water condition, interruptions to gas and electricity supplies, human error and adverse weather conditions.

(d) General Risks Relating to the Company

(i) Trading Price of Shares

PLD’s operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of Shares is subject to varied and often unpredictable influences on the market for equities, including, but not limited to general economic conditions including the performance of the Australian dollar and United States dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the Shares.

In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that PLD’s market performance will not be adversely affected by any such market fluctuations or factors.

(ii) Funding risk

The Company’s ability to effectively implement its business and operational plans in the future, to take advantage of opportunities for acquisitions, joint ventures or other business opportunities and to meet any unanticipated liabilities or expenses which the Company may incur may depend in part on its ability to raise additional funds. The Company may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Failure to obtain sufficient financing for the Company's activities and future projects may result in delay and indefinite postponement of exploration, development or production on the Company's properties or even loss of a property interest. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to Shareholders.

(iii) Government policy changes

Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation.

(iv)

Regulatory Risks

The Company’s exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.

(v) Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(A) general economic outlook;
(B) interest rates and inflation rates;
(C) currency fluctuations;
(D) changes in investor sentiment toward particular market sectors;
(E) the demand for, and supply of, capital; and
(F) terrorism or other hostilities.
(e)

Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of the Securities.

1.19 Plans for the Company if the Resolutions are not passed

If the Resolutions are not passed and the Agreement is not completed, the Company will continue to seek to focus on the development of medical device products and mineral exploration and look for potential business acquisitions to take the Company forward.

1.20 Directors’ interests in the Acquisition

None of the Company’s existing Directors have any interest in the Acquisition. Details of the Company’s existing Directors’ interests in Securities are set out below (each on a pre-Consolidation basis):

Director	Shares	Options
Matthew Gauci	19,178,8541	30,000,0002
Andrew Daley	2,748,4893	15,000,0004
Chris Bain	1,740,0005	7,500,0006
Mathew Longworth	Nil	7,500,0007

Notes:

19,178,854 Shares are held by Macrocon Pty Ltd, a company controlled by Matthew Gauci.
Comprising 10,000,000 unlisted Options with an exercise price of $0.02, 10,000,000 unlisted Options with an exercise price of $0.04 and 10,000,000 unlisted Options with an exercise price of $0.06 each expiring on 31 December 2015.

2,748,489 Shares are held by Dalenier Enterprises Pty Ltd as trustee for The Barnfield Trust which Andrew Daley is a director of.
Comprising 5,000,000 unlisted Options with an exercise price of $0.02, 5,000,000 Options exercise price of $0.04 and 5,000,000 Options with an exercise price of $0.06 each expiring on 16 December 2016. Options will vest one year from the date of issue and only if the 20 day VWAP has exceeded the exercise price.
1,740,000 Shares are held by Minadco Pty Ltd as trustee for the Bain Family Trust which Chris Bain is a director of.
Comprising 2,500,000 unlisted Options with an exercise price of $0.02, 2,500,000 Options with an exercise price of $0.04 and 2,500,000 Options with an exercise price of $0.06 each expiring on 16 December 2016. Options will vest one year from the date of issue and only if the 20 day VWAP has exceeded the exercise price.
Comprising 2,500,000 unlisted Options with an exercise price of $0.02, 2,500,000 unlisted Options with an exercise price of $0.04 and 2,500,000 unlisted options with an exercise price of $0.06 each expiring on 20 November 2017. The Options will vest one year from the date of issue and only if the 20 day VWAP has exceeded the exercise price

1.21 Vendors

Kagara and its associates are not related parties of the Company and have no existing interest in the Securities. Heron currently holds 3,750,000 Shares and Third Reef currently holds 5,000,000 Shares, however, neither Heron nor Third Reef are related parties of the Company.

1.22 Conditionality of Resolutions

Should any of the Resolutions which are essential to Settlement not be approved, the Company will not proceed with the Acquisition. The Company would then immediately request that ASX remove the suspension order and allow the Company to resume trading on the ASX in its current form.

1.23 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of each of the Resolutions (other than in relation to the Resolution relating to the issue of Related Party Options to himself or his nominee due to his material personal interest in the outcome of that Resolution) and consider the Acquisition to be beneficial to Shareholders because of the advantages set out in Section 1.16.

2. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

2.1 General

Resolution 1 seeks approval from Shareholders for a change in the nature and scale of the activities of the Company to change the focus of the Company’s activities into exploration and mining.

As outlined in Section 1.1 of this Explanatory Statement, the Company has entered into the Option Agreements pursuant to which PLD has been granted the Admiral Bay Option to acquire 100% of the Admiral Bay Project and Stuart Town has been granted the Rocky Gully Option to acquire 90% of the Rocky Gully Project and the Rocky Gully East Option to acquire 100% of the Rocky Gully East Project.

The Option Agreements are subject to the conditions precedent summarised in Sections 1.10.2(b), 1.10.6(b) and 1.10.7(b) above.

Descriptions of each of the Projects are outlined in Sections 1.6 to 1.8 above.

2.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable (and before making the change) and comply with the following:

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;
(b) if ASX requires, obtain the approval of holders of its shares and comply with any requirements of ASX in relation to the Notice; and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the entity were applying for admission to the official list of ASX.

ASX has indicated to the Company that the change in the nature and scale of the Company’s activities as a result of Acquisition requires the Company in accordance with ASX Listing Rule 11.1.2 to obtain Shareholder approval and the Company must comply with any requirements of ASX in relation to the Notice of Meeting.

ASX has also indicated to the Company that the proposed change in the nature and scale of the Company’s activities will require the Company to (in accordance with ASX Listing Rule 11.1.3) re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules (including any ASX requirement to treat the Securities as restricted securities). Accordingly, it is anticipated that the Securities will be subjected to a trading halt or suspension and thereby cease trading on ASX’s Official List prior to market open on the day of the Meeting. If the Resolutions are approved at the Meeting, it is expected that the Securities will remain suspended from quotation until the Company has acquired 100% of the Admiral Bay and Rocky Gully East Projects and 90% of the Rocky Gully Project pursuant to the Option Agreements and re-complied with Chapters 1 and 2 of the Listing Rules, including by satisfaction of ASX’s conditions precedent to reinstatement.

If the Resolutions which are essential to Settlement are not approved at the Meeting, the Acquisition will not proceed and the Company will apply to ASX to have its Securities reinstated to quotation on ASX’s Official List after the Company announces the results of the Meeting in accordance with the Listing Rules and Corporations Act.

3. RESOLUTION 2 – CONSOLIDATION OF CAPITAL

3.1 Background

The Company proposes to undertake the Consolidation to consolidate the numbers of Shares and Options on issue on a 1 for 2 basis.

The purpose of the Consolidation is to implement a more appropriate capital structure for the Company going forward and to seek to comply with relevant ASX Listing Rules as part of the back-door listing when the Company seeks to obtain re-quotation of its Shares on ASX, should Shareholder approval be obtained for the Resolutions which are essential to Settlement.

The Directors intend to implement the Consolidation prior to completion of the Acquisition and prior to the proposed issues of Securities pursuant to the Resolutions, but the Consolidation will only occur if Shareholders approve those Resolutions.

3.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

The ASX Listing Rules also require that the number of Options on issue be consolidated in the same ratio as the ordinary capital and the exercise price amended in inverse proportion to that ratio.

3.3 Fractional entitlements

Not all security holders will hold that number of Shares or Options which can be evenly divided by 2. Where a fractional entitlement occurs, the Company will round that fraction down to the nearest whole security.

3.4 Taxation

It is not considered that any taxation implications will exist for security holders arising from the Consolidation. However, security holders are advised to seek their own tax advice on the effect of the Consolidation and the Company, the Directors and their advisers do not accept any responsibility for the individual taxation implications arising from the Consolidation or the other Resolutions.

3.5 Holding statements

From the date of the Consolidation all holding statements for previously quoted Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities proposed to be quoted to be issued to holders of those Securities.

It is the responsibility of each security holder to check the number of Shares and Options held prior to disposal.

3.6 Effect on capital structure

The estimated effect which the Consolidation will have on the capital structure of the Company is set out in the table in Section 1.11.

3.7 Indicative timetable

If Resolution 2 and all the other Resolutions which are essential to Settlement are passed, the Consolidation of capital is proposed to take effect pursuant to the timetable below:

Action	Date
Company announces Consolidation and sends out Notice of Meeting.	2 June 2015
Company tells ASX that Shareholders have approved the Consolidation.	2 July 2015
Last day for pre-Consolidation trading.	3 July 2015
Post-Consolidation trading starts on a deferred settlement basis.	6 July 2015

Action	Date
Last day for Company to register transfers on a pre-Consolidation basis.	8 July 2015
First day for Company to send notice to each holder of the change in their details of holdings.	9 July 2015
First day for the Company to register Securities on a post- Consolidation basis and first day for issue of holding statements.
Change of details of holdings date. Deferred settlement market ends.	15 July 2015
Last day for Securities to be entered into holders’ security holdings.
Last day for the Company to send notice to each holder of the change in their details of holdings.

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES

4.1 General

On 10 March 2015, the Company issued 68,957,416 Shares to RCF in consideration of its receipt of $689,574 from RCF pursuant to the Subscription Agreement.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares to RCF ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, 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 this issue, 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.

4.2 Technical information required by ASX Listing Rule 7.4

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

(a) on 10 March 2015, 68,957,416 Shares were issued at a price of $0.01 per Share;
(b) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(c) the Shares were issued to Resource Capital Fund VI L.P who is not a related party of the Company; and

(d) $689,574 was raised from the issue of Shares to RCF (before costs) which is intended to be used in accordance with the use of funds table set out in Section 1.5.

5. RESOLUTION 4 ISSUE OF CONVERTIBLE NOTES – ACQUISITION OF THE ADMIRAL BAY PROJECT

5.1 General

Resolution 4 seeks Shareholder approval for the issue of 500 Convertible Notes each with a face value of $1,000 (on a post-Consolidation basis) to Kagara (or its nominee) in part consideration for the acquisition of 100% of the Admiral Bay Project.

A summary of ASX Listing Rule 7.1 is set out in Section 4.1.

The effect of Resolution 4 will be to allow the Company to issue the Convertible Notes and the Shares upon conversion of the Convertible Notes comprising the consideration for the acquisition of the Admiral Bay Project during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Vendor Consideration:

(a) the maximum number of Convertible Notes to be issued is 500 Convertible Notes each with a face value of $1,000 (on a post-Consolidation basis);
(b) the Convertible Notes will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all the Convertible Notes will occur on the same date;
(c) the Convertible Notes may convert into the number of Shares at a deemed issue price that is equal to the VWAP over the 20 consecutive Trading Days starting on the later of the day which is 10 days after the date that the Convertible Notes are issued and the day on which trading in Shares on ASX recommences for the first time after the date that the Convertible Notes are issued;
(d) 500 Convertible Notes each with a face value of $1,000 will be issued to Kagara or its nominee, which are not related parties of the Company;
(e) the Convertible Notes will be granted on the terms and conditions set out in Schedule 3; and
(f) no funds will be raised from the proposed issue of the Convertible Notes or the potential conversion of the Convertible Notes into Shares as the Convertible Notes are proposed to be issued in part consideration for the acquisition by the Company of 100% of the Admiral Bay Project pursuant to the Admiral Bay Option Agreements.

6. RESOLUTION 5 – ISSUE OF SHARES – ACQUISITION OF 90% OF THE ROCKY GULLY PROJECT

Resolution 5 seeks Shareholder approval for the issue of 14,375,000 Shares (on a post-Consolidation basis) to Heron (or its nominee) in consideration for the acquisition of 90% of the Rocky Gully Project.

A summary of ASX Listing Rule 7.1 is set out in Section 4.1.

The effect of Resolution 5 will be to allow the Company to issue the Shares the subject of Resolution 5 comprising the consideration for the acquisition of 90% of the Rocky Gully Project during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

The Directors understand that ASX may treat the Shares issued pursuant to Resolution 5 as restricted securities for the purpose of the ASX Listing Rules.

(a) the maximum number of Shares to be issued is 14,375,000 Shares;
(b) the Shares to be issued pursuant to Resolution 5 will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all those Securities will occur on the same date;
(c) the Shares will have a deemed issue price of $0.02 per Share on a post-Consolidation basis;
(d) it is proposed that 14,375,000 Shares will be issued to Heron (or its nominees), each of which are not related parties of the Company;
(e) the Shares to be issued to Heron will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) no funds will be raised from the proposed issue of the Shares are proposed to be issued in consideration for the acquisition by the Company of 90% of the Rocky Gully Project pursuant to the Rocky Gully Option Agreement.

7. RESOLUTION 6 – CHANGE OF COMPANY NAME

Section 157(1) (a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 6 seeks the approval of Shareholders for the Company to change its name to “Metalicity Limited”. The Board proposes this change of name on the basis that it more accurately reflects the proposed operations of the Company upon Settlement.

If Resolution 6 is passed the change of name will take effect after ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and if Resolution 6 is passed, the Company will lodge a copy of the special resolution with ASIC on Settlement in order to effect the change.

8. RESOLUTION 7 – ADOPTION OF EMPLOYEE INCENVITE SCHEME

Resolution 7 seeks Shareholders approval for the adoption of the employee incentive scheme titled “Metalicity Limited Incentive Option Scheme” ( Scheme ) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

A summary of ASX Listing Rule 7.1 is set out in Section 4.1. ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 7 is passed, the Company will be able to issue Options under the Scheme to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

Shareholders should note that no Options have previously been issued under the Scheme.

The objective of the Scheme is to attract, motivate and retain key Directors, employees and contractors and it is considered by the Company that the adoption of the Scheme and the future issue of Options under the Scheme will provide selected participants with the opportunity to participate in the future growth of the Company.

Any future issues of Options under the Scheme to a Director, an associate of a Director or a person whose relationship with the Company, a Director or an associate of a Director is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time. A summary of the key terms and conditions of the Scheme is set out in Schedule 3. In addition, a copy of the Scheme is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Scheme can also be sent to Shareholders upon request to the Company Secretary (Mr Neil Hackett). Shareholders are invited to contact the Company if they have any queries or concerns.

9. RESOLUTIONS 8 TO 11 – ISSUE OF OPTIONS TO RELATED PARTIES

9.1 General

The Board has resolved (other than each Director who has a material personal interest in respect of the proposed issue of Options to them) has agreed, subject to obtaining Shareholder approval, to issue a total of 34,500,000 Options (each on a post-Consolidation basis) ( Related Party Options ) to the Directors on the terms and conditions set out below.

The Company has agreed, subject to obtaining Shareholder approval and the passing of Resolutions 8 to 11 to issue the following Related Party Options:

(a) to Mr Gauci (or his nominee), 15,000,000 Related Party Options comprising: (i) 5,000,000 Class A Options; (ii) 5,000,000 Class B Options; and (iii) 5,000,000 Class C Options;

(b) to Mr Daley (or his nominee), 7,500,000 Related Party Options comprising:
(i) 2,500,000 Class A Options;
(ii) 2,500,000 Class B Options; and
(iii) 2,500,000 Class C Options;
(c) to Mr Longworth (or his nominee), 6,000,000 Related Party Options comprising:
(i) 2,000,000 Class A Options;
(ii) 2,000,000 Class B Options; and
(iii) 2,000,000 Class C Options; and
(d) to Mr Bain (or his nominee), 6,000,000 Related Party Options comprising:
(i) 2,000,000 Class A Options;
(ii) 2,000,000 Class B Options; and
(iii) 2,000,000 Class C Options,

each on a post-Consolidation basis and on the terms and conditions set out below.

The Options are being issued to Messrs Gauci, Daley, Longworth and Bain (or their nominees) ( Related Parties ).

9.2 Vesting Conditions of the Options

The conditions that must be met in order for the Related Party Options to vest with the Related Parties are as follows.

(a) the conditional approval by ASX to reinstate the Shares to trading on ASX (after PLD re-complies with Chapters 1 and 2 of the ASX Listing Rules) and those conditions being satisfied to the reasonable satisfaction of PLD;
(b) the Asset Sale Agreement being completed; and
(c) the VWAP over 20 Trading Days being greater than vesting prices of the Related Party Options.

The Related Party Options will otherwise be issued on the terms and conditions set out in Schedule 4.

9.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

If Resolutions 8 to 11 are passed, the Related Party Options will be issued to the Related Parties, each a Director of the Company. Therefore, the Company requires Shareholder approval to issue the Options to the Related Parties.

9.4 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Related Party Options constitutes giving a financial benefit and Messers Gauci, Daley, Longworth and Bain are related parties of the Company by virtue of being Directors.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Options to the Related Parties.

9.5 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.13)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Options:

(a) the related parties are Messrs Gauci, Daley, Longworth and Bain and they are related parties by virtue of being Directors;
(b) the maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(i) to Mr Gauci (or his nominee), 15,000,000 Related Party Options comprising:
- (A) 5,000,000 Class A Options;
- (B) 5,000,000 Class B Options; and
- (C) 5,000,000 Class C Options;
(ii) to Mr Daley (or his nominee), 7,500,000 Related Party Options comprising:
- (A) 2,500,000 Class A Options;
(B) 2,500,000 Class B Options; and (C) 2,500,000 Class C Options;
(iii) to Mr Longworth (or his nominee), 6,000,000 Related Party Options comprising:
- (A) 2,000,000 Class A Options; (B) 2,000,000 Class B Options; and

(C) 2,000,000 Class C Options; and
(iv) to Mr Bain (or his nominee), 6,000,000 Related Party Options comprising:
(A) 2,000,000 Class A Options;
(B) 2,000,000 Class B Options; and
(C) 2,000,000 Class C Options,

(each on a post-Consolidation basis);

(c)
the Related Party Options are being issued for nil cash consideration;
(d) the vesting conditions set out in Section 9.2 of the Explanatory Statement and otherwise on the terms and conditions set out in Schedule 4;
(e) the Related Party Options will be issued to the Related Parties no later than 1 month after the date of the Meeting;
(f) the value of the Related Party Options and the pricing methodology is set out in Schedule 5;
(g) the relevant interests of the Related Parties in securities of the Company are set out below:

set out below:
Director	Shares	Options
Matthew Gauci	19,178,8541	30,000,0002
Andrew Daley	2,748,4893	15,000,0004
Chris Bain	1,740,0005	7,500,0006
Mathew Longworth	Nil	7,500,0007

Notes:

1 19,178,854 Shares are held by Macrocon Pty Ltd, a company controlled by Matthew Gauci.
2 Comprising 10,000,000 unlisted Options with an exercise price of $0.02, 10,000,000 unlisted Options with an exercise price of $0.04 and 10,000,000 unlisted Options with an exercise price of $0.06 each expiring on 31 December 2015.
3 2,748,489 Shares are held by Dalenier Enterprises Pty Ltd as trustee for The Barnfield Trust which Andrew Daley is a director of.
4 Comprising 5,000,000 unlisted Options with an exercise price of $0.02, 5,000,000 Options exercise price of $0.04 and 5,000,000 Options with an exercise price of $0.06 each expiring on 16 December 2016. Options will vest one year from the date of issue and only if the 20 day VWAP has exceeded the exercise price.
5 1,740,000 Shares are held by Minadco Pty Ltd as trustee for the Bain Family Trust which Chris Bain is a director of.
6 Comprising 2,500,000 unlisted Options with an exercise price of $0.02, 2,500,000 Options with an exercise price of $0.04 and 2,500,000 Options with an exercise price of $0.06 each expiring on 16 December 2016. Options will vest one year from the date of issue and only if the 20 day VWAP has exceeded the exercise price.
7 Comprising 2,500,000 unlisted Options with an exercise price of $0.02, 2,500,000 unlisted Options with an exercise price of $0.04 and 2,500,000 unlisted options with an exercise price of $0.06 each expiring on 20 November 2017. The Options will vest one year from the date of issue and only if the 20 day VWAP has exceeded the exercise price.

(h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Matthew Gauci	$237,042	$175,000
Andrew Daley	$67,595	$44,361
Mathew Longworth	$20,743	Nil
Christopher Bain	$33,798	$35,839

(i) if the Related Party Options granted to the Related Parties are exercised, a total of 34,500,000 Shares would be issued. This will increase the number of Shares on issue from 348,269,779 to 427,144,779 (both on a post-Consolidation basis) (assuming that no other Options are exercised and no other Shares are issued other than those contemplated by the Resolutions of this Notice and the Convertible Notes convert into Shares at $0.02 per Share) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 18.47%;

(j) the market price for Shares during the term of the Related Party Options would normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company;

(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	1.4 cents	29 April 2015
Lowest	0.4 cents	15, 16, 23 and 27 January 2015
Last	1.1 cents	27 May 2015

(l) the Board acknowledges the grant of Related Party Options to Messers Daley, Longworth and Bain is contrary to Recommendation 8.2 of The Corporate Governance Principles and Recommendations (3rd Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Options to Messers Daley, Longworth and Bain reasonable in the circumstances for the reason set out in paragraph (n);

(m) the primary purpose of the grant of the Related Party Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors;

(n) each of the Directors declines to make a recommendation to Shareholders in relation to the Resolution relating to the issue of Related Party Options to himself (or his nominee) due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should the Resolution be passed. However, in respect of the Resolutions dealing with the issue of the Related Party Options to each of the other Directors, each of the Directors recommends that Shareholders vote in favour of those Resolutions for the following reasons:
(i) the grant of Related Party Options to the Related Parties will align the interests of the Related Parties with those of Shareholders;
(ii) the grant of the Related Party Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Options upon the terms proposed;
(o) each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Options to be granted as well as the exercise price and expiry date of those Related Party Options in all of the circumstances; and
(p) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 8 to 11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

10. RESOLUTION 12 - ISSUE OF SHARES – REDUCTION OF NET SMELTER ROYALTY

Resolution 12 seeks Shareholder approval for the issue of up to that number of Shares when multiplied by the issue price (which will be no less than 80% of the VWAP for the Shares over the last 5 Trading Days prior to the date of the issue of the Shares), as is equal to $1,000,000. Approval is sought for the issue of these Shares pursuant to Resolution 12.

As set out in Section 1.10.3, the Company may buy back 0.5% of the NSR on the Admiral Bay Project upon successful completion of a scoping study in respect of the Admiral Bay Project by paying Kagara $1,000,000 or issuing to Kagara the number of Shares that is equal to $1,000,000 divided by the VWAP over the 20 Trading Days from the date that the Company notifies Kagara that it wishes to reduce the NSR.

The issue of Shares pursuant to Resolution 12 will be conditional on:

(a) Settlement occurring; and

(b) the successful completion of a scoping study in respect of the Admiral Bay Project, as set out in the NSR Royalty Deed. If the requisite number of Shares is issued pursuant to Resolution 12, this will have the effect of reducing the NSR payable to Kagara in respect of the Admiral Bay Project by 0.5%.

A summary of ASX Listing Rule 7.1 is set out in Section 4.1 above.

The effect of Resolution 12 will be to allow the Company to issue Shares pursuant to NSR Royalty Deed during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

10.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 12:

(a) the maximum number of Shares to be issued under Resolution 12 is up to that number of Shares which, when multiplied by the issue price, equals $1,000,000;
(b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the issue of the Shares will occur on the same date;
(c) the issue price will be equal to the VWAP over the 20 Trading Days from the date that the Company notifies Kagara that it wishes to reduce the NSR pursuant to the NSR Royalty Deed, which, for the purpose of ASX Listing Rule 7.3.3 shall be not less than 80% of the VWAP for the Shares over the 5 Trading Days prior to the date of the issue of the Shares;
(d) the Shares are proposed to be issued to Kagara Limited (In Liquidation) or its nominee, neither of which are related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares on issue; and
(f) the Company will not raise any funds from the issue of the Shares pursuant to Resolution 12, however, the issue of these Shares will satisfy the Company’s obligation to pay $1,000,000 to Kagara (or its nominee) if it wishes to reduce the NSR payable to Kagara in respect of the Admiral Bay Project by 0.5%.

GLOSSARY

$ means Australian dollars.

Acquisition has the meaning given in Section 1.1.

Acquisition Options means each of the Admiral Bay Option, Rocky Gully Option and Rocky Gully East Option.

Admiral Bay Option has the meaning given in Section 1.1.

Admiral Bay Option Agreement has the meaning given in Section 1.10.1.

Admiral Bay Project means the Admiral Bay Zinc Project located in the Canning Basin of Western Australia.

ASIC means the Australian Securities & Investments Commission.

Asset Sale Agreement has the meaning given in Section 1.10.2.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

BCKP has the meaning given in Section 1.10.8.

BCKP Royalty Deed has the meaning given in Section 1.10.8.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Class A Options means the Options to be issued to the Related Parties under Resolutions 9 to 11, which have the exercise price set out in clause 2(a) of Schedule 4 of the Explanatory Statement and otherwise on the terms and conditions set out in Schedule 4.

Class B Options means the Options to be issued to the Related Parties under Resolutions 9 to 11, which have the exercise price set out in clause 2(b) of Schedule 4 of the Explanatory Statement and otherwise on the terms and conditions set out in Schedule 4.

Class C Options means the Options to be issued to the Related Parties under Resolutions 9 to 11, which have the exercise price set out in clause 2(c) of Schedule 4 of the Explanatory Statement and otherwise on the terms and conditions set out in Schedule 4.

Company means PLD Corporation Limited (ACN 086 839 992).

Consolidation has the meaning given in Section 1.1(b).

Constitution means the Company’s constitution.

Convertible Note means a convertible note in the Company proposed to be issued to Noteholders pursuant to the Convertible Note Deed Poll with the terms and conditions set out in Schedule 1.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

DoCA has the meaning given in Section 1.4.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Heron has the meaning given in Section 1.1.

JORC Code has the meaning given in Section 1.9.

Kagara has the meaning given in Section 1.1.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Liquidators mean Michael Ryan, Mark Englebert, Stefan Dopking and Quentin Olde, all of FTI Consulting (Australia) Pty Ltd, as joint and several liquidators of the Seller.

Maturity Date has the meaning given in Section 1.10.5(c)

Milestone Date has the meaning given in Section 1.10.2(c).

Milestone Payment Deed has the meaning given in Section 1.10.4.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Noteholder has the meaning given in Section 1.1.

NSR means the total revenue received (or deemed to have been received) by the royalty grantor from the sale of minerals from the relevant Project, less allowable deductions paid or incurred by the royalty grantor directly in respect of the relevant product prior to the point of sale.

NSR Royalty Deed has the meaning given in Section 1.10.3.

Option means an option to acquire a Share.

Option Agreements means each of the Admiral Bay Option Agreement, Rocky Gully Option Agreement and Rocky Gully East Option Agreement.

Projects mean the Admiral Bay Project, the Rocky Gully Project and the Rocky Gully East Project.

Proxy Form means the proxy form accompanying the Notice.

Ratification has the meaning given in Section 4.1.

RCF has the meaning given in Section 1.1(c).

RCF Royalty Agreement has the meaning given in Section 1.3(b).

Related Body Corporate has the meaning given in the Corporations Act.

Related Parties has the meaning given in Section 9.1.

Related Party Option means an Option granted pursuant to Resolutions 8 to 11 with the terms and conditions set out in Schedule 4Schedule 1

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

Rio Tinto has the meaning given in Section 1.10.8.

Rocky Gully East Project means the Rocky Gully East Nickel-Copper Project in the Albany Fraser Belt of Western Australia.

Rocky Gully East Option Agreement has the meaning given in Section 1.10.7.

Rocky Gully Option has the meaning given in Section 1.1.

Rocky Gully Option Agreement has the meaning given in Section 1.10.5.

Rocky Gully Project means the Rocky Gully Nickel-Copper Project in the Albany Fraser Belt of Western Australia.

Scheme has the meaning given in Section 8.

Securities mean all securities of the Company, including a Share, an Option and a Convertible Note (as the context requires).

Settlement means settlement of the Acquisition.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Stuart Town has the meaning given in Section 1.1.

Subscription Agreement has the meaning given in Section 1.3(a).

Third Reef has the meaning given in Section 1.1.

Trading Day has the meaning given in the ASX Listing Rules.

Vendor Consideration means the issue of 500 Convertible Notes each with a face value of $1,000 to Kagara and 14,375,000 Shares to Heron.

VWAP means the volume weighted average price of trading in the Shares on the ASX and the Chi-X Market, excluding trades which are not made in the ordinary course of trade, including block trades (including special crossings), large portfolio trades, permitted trades during the pre-trading hours period, crossings made during the closing phase, permitted trades during the post-trading hours period, out of hours trades, overnight crossings, overseas trades, exchange traded option exercises and any other trades agree on the parties (acting reasonably) to exclude on the basis that they are not representative of the general price at which Shares are trading on the ASX or the Chi-X Market.

WA Heritage Act has the meaning given in Section 1.18(b)(iv).

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – SUMMARY OF TERMS OF CONVERTIBLE NOTES

The Convertible Notes to be issued shall have the following terms:

(a) Each Convertible Note has a face value of $1,000.
(b) Each Convertible Note will generally rank equally with other Convertible Note and will rank in priority to Shares.
(c) Interest will accrue on the outstanding amount in respect of each Convertible Note at a daily rate which is equal to 7.5% per annum divided by 365. Interest will compound on the last day of each month and will be paid by the Company on each interest repayment date. If an event of default is subsisting, then a daily rate of interest which is equal to 15% per annum divided by 365 will accrue from the date that the event of default occurred.
(d) If a Convertible Note is not redeemed prior to the maturity date (being 2 years from the date that the Convertible Note is issued) ( Maturity Date ), or the subject of a conversion notice provided by the Noteholder at least 5 Business Days prior to the Maturity Date, then a Convertible Note must be redeemed in full on the Maturity Date . Subject to law, the Company may redeem some or all of the Convertible Note by giving the Noteholders at least 30 days’ prior written notice (unless the Noteholders agree to reduce this period).
(e) A Noteholder may convert some or all of its Convertible Notes into the Shares on the Maturity Date at a conversion price equal to the VWAP for the 20 consecutive Trading Days starting on the later of:
(i) the day which is 10 days after the date that the Convertible Notes were issued; and
(ii) the day on which trading in the Shares on the ASX recommences for the first time after the date that the Convertible Notes were issued,

( Conversion Rate ).

(f) The Company will apply for quotation on ASX of all Shares issued on conversion of the Convertible Notes and take all reasonably necessary steps including lodging with ASX a notice in accordance with section 708A(5)(e)(i) of the Corporations Act in respect of the Shares or if section 708A(5) of the Corporations Act would not apply in respect of the Shares, issuing a prospectus in respect of the Shares for the purposes of section 708A(11) of the Corporations Act and paying any unpaid accrued interest to the Noteholder.
(g) Shares issued on conversion of Convertible Notes rank equally in all respects, including with respect to distributions, and form one class with the Shares on issue at the Maturity Date.
(h) Where as a consequence of events including:
(i) the payment of an extraordinary dividend;
(ii) a pro rata bonus issue of Shares (not including an issue for cash or other consideration);
(iii) conversion of Shares into a larger or smaller number of Shares in the Company (other than the Consolidation);

(iv) the issue, grant or offer of Shares, Share-related securities or rights in respect of Shares of Share-related securities to all or substantially all Shareholders where Shareholders have the right to acquire Shares at a price that is less than 95% or greater than 105% of the current market price of Shares;
(v) if a member of the PLD group issues securities to all or substantial all of the Shareholders as a class by way of rights or any member of the PLD group issues or grants any rights in respect of any securities or assets to all or substantially all of the Shareholders as a class; or
(vi) a demerger or spin-off,

(each, a Reorganisation Event ) the number of Shares alters, then the number of Shares into which the Convertible Notes are convertible is adjusted so that the Convertible Notes are convertible into the same percentage of the issued ordinary share capital of the Company as the percentage into which they are convertible immediately before the relevant Reorganisation Event, subject to certain conditions.

(i)
All Convertible Notes when converted are automatically cancelled on conversion.
(j) Convertible Notes cannot be transferred unless it is to a proposed transferee that is within one or more of the categories of investors to whom disclosure is not required as specified in section 708 of the Corporations Act. In addition, the Noteholder must first obtain the consent of the Company (which shall not be unreasonably withheld or unduly delayed) and if that consent is provided, the transfer must be effected by a written transfer instrument signed by the transferor and the transferee.
(k) A written transfer instrument must be forwarded for registration to the Company together with the note certificate for the Convertible Notes to be transferred.
(l) Promptly upon being satisfied with the instrument of transfer, the information lodged with it and the identity of the transferor and the transferee, accept the application contained in the instrument of transfer and register the transfer.

SCHEDULE 2 – PRO FORMA FINANCIAL STATEMENT

Notes Assets Current assets Cash and cash equivalents 1 Trade and other receivables Prepayments Total current assets Non-current assets Exploration and evaluation assets 2 Deposits and bonds Intangible assets 3 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provision Total current liabilities Non-current liabilities Convertible note 4 Deferred settlement 5 Total non-current liabilities Total liabilities Net Assets Equity Contributed equity 6 Other reserves 7 Accumulated losses 8 Total equity	31/12/2014 (Audited) $’000	31/03/2015 31/03/2015 (Pro-forma) (Unaudited) (Unaudited) $’000 $’000
	419 47 39	834 5,836 24 24 32 32
	505	890 5,892
	- 10 50	1 1,880 10 10 50 -
	60	61 1,890
	565	951 7,782
	128 16	133 133 19 19
	144	152 152
	- -	- 241 - 500
	-	- 741
	144	152 893
	421	799 6,889
	35,626 78 (35,283)	36,315 37,603 78 210 (35,594) (30,924)
	421	799 6,889

NOTES

1) Cash and cash equivalents Unaudited balance at 31 March 2015 Settlement of RCF Royalty Deed Expenses associated with the Acquisition(i) 2) Exploration and evaluation expenditure Unaudited balance at 31 March 2015 Part consideration of exercise of the Admiral Bay Option Convertible notes Stamp duty and taxes Milestone payment(ii) Rocky Gully Option Agreement Rocky Gully East Option Agreement 3) Intangible assets Unaudited balance at 31 March 2015 Impairment of healthcare intangible asset 4) Deferred settlement Unaudited balance at 31 March 2015 Milestone payment(ii) 5) Convertible notes Unaudited balance at 31 March 2015 Convertible notes 6) Contributed equity Unaudited balance at 31 March 2015 Rocky Gully Option Agreement(i) Reduction of NSR(iii)	31/03/2015 (Pro-forma) (Unaudited) $’000 834 6,452 (1,450)
	5,836
	1 500 500 300 241 288 50
	1,880
	50 (50)
	-
	- 241
	241
	- 500
	500
	36,315 288 1,000
	37,603

7) Other reserves Unaudited balance at 31 March 2015 Issue of 34,500,000 options to related parties(iv) 8) Accumulated losses Unaudited balance at 31 March 2015 Settlement of RCF Royalty Deed Expenses associated with the acquisition Impairment of healthcare intangible asset Reduction of NSR (iii) Issue of 34,500,000 options to related parties(iv)	31/03/2015 (Pro-forma) (Unaudited) $’000 78 132
	210
	(35,594) 6,452 (600) (50) (1,000) (132)
	(30,924)

(i) Rocky Gully East Option Agreement allows for the vendor to elect to receive cash or shares. The pro-forma assumes the vendor elects cash.
(ii) Milestone payment is recorded at its net present value, with the following assumptions being used:

(A) Face value - $2,500,000 (B) Years to payment – 10 years (C) Probability of payment – 25% (D) Discount rate – 10%

(iii) NSR Royalty Deed allows for the Company to terminate the NSR via the payment of $1,000,000 cash or the issue of Shares. The pro-forma assumes this is terminated via the issue of Shares.
(iv) Refer to Schedule 5 for valuation of Related Party Options.

SCHEDULE 3 - SUMMARY OF EMPLOYEE INCENTIVE SCHEME

The Board has adopted an Incentive Option Scheme to allow eligible participants to be granted Options to acquire Shares in the Company. The principle terms of the Scheme are summarised below.

(a) Eligibility and Grant of Options : The Board may grant Options to any Director, full or part time employee, or casual employee or contractor who falls within ASIC Class Order 14/1000, of the Company or an associated body corporate ( Eligible Participant ). The Board may also offer Options to a prospective Eligible Participant provided the Offer can only be accepted if they become an Eligible Participant. Options may be granted by the Board at any time.
(b) Consideration : Each Option granted under the Scheme will be granted for nil or no more than nominal cash consideration.
(c) Conversion: Each Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.
(d) Exercise Price and Expiry Date : The exercise price and expiry date for Options granted under the Scheme will be determined by the Board prior to the grant of the Options.
(e) Exercise Restrictions : The Options granted under the Scheme may be subject to conditions on exercise as may be determined by the Directors prior to grant of the Options ( Exercise Conditions ). Any restrictions imposed by the Directors must be set out in the offer for the Options.
(f) Lapsing of Options : An unexercised Option will lapse:
(i) on its expiry date;
(ii) if any Exercise Condition is unable to be met and is not waived, as determined by the Board; or
(iii) where the Eligible Participant ceases to be an Eligible Participant.
(g) Disposal of Options: Options will not be transferable except to the extent the Scheme or any offer provides otherwise.
(h) Official Quotation : Application will be made to ASX for official quotation of the Shares allotted pursuant to the exercise of Options.
(i) Trigger Events : The Company may permit Options to be exercised or transferred in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.
(j) Disposal of Shares : The Board may, in its discretion, determine that a restriction period will apply to some or all of the Shares issued on exercise of Options, up to a maximum of seven (7) years from the date of grant of the Options.
(k) Participation in Rights Issues and Bonus Issues: There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
(l) Reorganisation : The terms upon which Options will be granted will not prevent the Options being re-organised in a manner consistent with the ASX Listing Rules and the Corporations Act 2001 (Cth) on the re-organisation of the capital of the Company.

(m) Limitations on Offers : When making an offer that relies on Class Order 14/1000, the Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Options offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on Class Order 14/1000 at any time during the previous 3 year period under an employee incentive scheme covered by Class Order 14/1000 or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

SCHEDULE 4 – SUMMARY OF TERMS OF RELATED PARTY OPTIONS

1. Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option. Each Option is unlisted.

2. Exercise Price

The amount payable upon exercise of each:

(a) Class A Option will be $0.025;
(b) Class B Option will be $0.03; and
(c) Class C Option is $0.04,

(together, Exercise Price )

3. Expiry Date

Each Option will expire at 5:00 pm (WST) on 5 years after the issue date ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ). Options held by a Related Party who ceases to be employed or engaged by the Company will lapse 30 calendar days after the date the Related Party ceased to be employed or engaged.

5. Vesting Conditions

The conditions that must be met in order for the Options to vest with the Related Parties are as follows.

(a) the conditional approval by ASX to reinstate the Shares to trading on ASX (after PLD re-complies with Chapters 1 and 2 of the ASX Listing Rules) and those conditions being satisfied to the reasonable satisfaction of PLD;
(b) the Asset Sale Agreement being completed; and
(c) the VWAP over 20 Trading Days being greater than vesting prices of the Options.

The Board may in its absolute discretion, waive satisfaction of vesting conditions either unconditionally or subject to compliance with any other exercise restriction that is less onerous than that previously fixed.

Vested Options will lapse if not exercised within 30 calendar days.

6. Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

7. Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

8. Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph 6 of this Schedule 4 for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

9. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

10. Disposal of Options

Options will not be transferable.

SCHEDULE 5 – VALUATION OF RELATED PARTY OPTIONS

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 8 to 11 have been valued by internal management .

Using the Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Related Party Options were ascribed the	following value:
Assumptions:
	Class A Option	Class B Option	Class C Option
Market price of Shares	2.0 cents	2.0 cents	2.0 cents
Exercise price	2.5 cents	3.0 cents	4.0 cents
Expiry date (length of time from issue)	5 years	5 years	5 years
Risk free interest rate	2.0%	2.0%	2.0%
Volatility (discount)	50%	50%	50%
Indicative value per Related Party Option before discount	0.7774 cents	0.6752 cents	0.5237 cents
Discount for 20 day VWAP condition	10%	30%	50%
Discount for being unlisted	20%	20%	20%

Indicative value per Related Party Option after discount	0.5597 cents	0.3781 cents	0.2095 cents

Total Value of Related Party Options	$64,365	$43,481	$24,090

-Matthew Gauci	$27,985	$18,905	$10,475
-Andrew Daley	$13,992	$9,452	$5,237
-Mathew Longworth	$11,194	$7,562	$4,189
- Christopher Bain	$11,194	$7,562	$4,189

Note: The valuation noted above is not necessarily the market price that the Related Party Options could be traded at and is not automatically the market price for taxation purposes.

Lodge your vote:

PLD Corpora on Limited ABN 92 086 839 992

By Mail:

PLD Corporation Limited PO Box 1273 Subiaco Western Australia 6904 Australia

T 000001 000 PLD MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 08 9388 3006 (outside Australia) +61 8 9388 3006

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 9:00am (WST) Tuesday, 30 June 2015

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of PLD Corporation Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy 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, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of PLD Corporation Limited to be held at Steinepreis Paganin, Level 4, The Read Buildings, 16 Milligan Street, Perth, Western Australia on Thursday, 2 July 2015 at 9:00am (WST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 7, 8, 9, 10 and 11 (except where I/we have indicated a different voting intention below) even though Resolutions 7, 8, 9, 10 and 11 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 7, 8, 9, 10 and 11 by marking the appropriate box in step 2 below.

STEP 2 Items of Business	STEP 2 Items of Business		PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
		For	Against	Abstain			For	Against	Abstain
Resolution 1	Change to nature				Resolution 8	Issue of Options to
	and scale of					related party -
	activities					Matthew Gauci
Resolution 2	Consolidation of				Resolution 9	Issue of Options to
Resolution 3 Resolution 4	Capital Ratification of prior issue of Shares Issue of Convertible Notes - Acquisition				Resolution 10	related party - Andrew Daley Issue of Options to related party - Mathew Longworth
	of the Admiral Bay				Resolution 11	Issue of Options to
	Project					related party -
						Christopher Bain
Resolution 5	Issue of Shares - Acquisition of 90% of				Resolution 12	Issue of Shares -
	the Rocky Gully					Reduction of Net
	Project					Smelter Royalty
Resolution 6	Change of Company
	Name
Resolution 7	Adoption of Incentive
	Option Scheme

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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SIGN
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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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1 9 9 8 6 3 A

P L D

AI assistant

ARIKA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2015

64420_rns_2015-06-01_7f1aa229-720f-483a-8f3c-6d98cb0500b9.pdf

PLD CORPORATION LIMITED (TO BE RENAMED “METALICITY LIMITED”) ACN 086 839 992

NOTICE OF GENERAL MEETING

CONTENTS

IMPORTANT INFORMATION

Time and place of Meeting

Voting eligibility

Voting in person

Voting by proxy

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

2. RESOLUTION 2 – CONSOLIDATION OF CAPITAL

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES

4. RESOLUTION 4 – ISSUE OF CONVERTIBLE NOTES – ACQUISITION OF THE ADMIRAL BAY PROJECT

5. RESOLUTION 5 – ISSUE OF SHARES – ACQUISITION OF 90% OF THE ROCKY GULLY PROJECT

6. RESOLUTION 6 – CHANGE OF COMPANY NAME

7. RESOLUTION 7 – ADOPTION OF INCENTIVE OPTION SCHEME

Voting Prohibition Statement:

8. RESOLUTION 8 – ISSUE OF OPTIONS TO RELATED PARTY – MATTHEW GAUCI

Voting Prohibition Statement:

9. RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY – ANDREW DALEY

Voting Prohibition Statement:

10. RESOLUTION 10 – ISSUE OF OPTIONS TO RELATED PARTY – MATHEW LONGWORTH

Voting Prohibition Statement:

11. RESOLUTION 11 – ISSUE OF OPTIONS TO RELATED PARTY – CHRISTOPHER BAIN

Voting Prohibition Statement:

12. RESOLUTION 12 – ISSUE OF SHARES – REDUCTION OF NET SMELTER ROYALTY

Dated: 29 May 2015

By order of the Board

Matthew Gauci Managing Director

EXPLANATORY STATEMENT

1. BACKGROUND TO PROPOSED ACQUISITION OF THE ADMIRAL BAY, ROCKY GULLY AND ROCKY GULLY EAST PROJECTS

1.1 General background

1.2 Re-compliance with Chapters 1 and 2 of the Listing Rules

1.3 No capital raising

1.4 Company’s existing activities

1.5 Use of funds

Notes

1.6 Overview of the Admiral Bay Project

1.7 Overview of the Rocky Gully Project

1.8 Overview of the Rocky Gully East Project

1.9 Competent Person Statement

1.10

Key Contracts

1.10.1 Admiral Bay Option Agreement

1.10.2 Asset Sale Agreement

(e) Limitations of liability:

1.10.3 NSR Royalty Deed

1.10.4 Milestone Payment Deed

1.10.5 Convertible Note Deed Poll

1.10.6 Rocky Gully Option Agreement

1.10.7 Rocky Gully East Option Agreement

1.10.8 BCKP Royalty Deed

1.10.9 RCF Royalty Deed

1.11 Effect on Capital Structure

Notes:

1.12 Pro Forma Statement of Financial Position

1.13 Indicative timetable

1.14 Board intention if settlement of the Acquisition occurs

1.15 Composition of the Board of Directors

1.16 Advantages of the proposals in the Resolutions

1.17

Disadvantages of the proposals in the Resolutions

1.18 Key risks applicable to PLD

(a) Risks relating to the Change in Nature and Scale of Activities

(i) Re-Quotation of Shares on ASX

(b) Risks in respect of the Projects

(i) Liquidation sale

(ii) Exploration success

(iii)

Mine development

(iv) Aboriginal Heritage sites

(v)

Native Title

(vi) Resource estimates

ARIKA RESOURCES LIMITED Proxy Solicitation & Information Statement 2015