CLARA RESOURCES AUSTRALIA LTD — AGM Information 2013

Oct 20, 2013

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Notice of Annual General Meeting and Explanatory Memorandum

AusNiCo Limited (ACN 122 957 322)

Date of Meeting: 21 November 2013 Time of Meeting: 12.00pm (Brisbane time) Place of Meeting: Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Qld, 4000

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of shareholders of AusNiCo Limited ACN 122 957 322 ( Company ) will be held at the offices of HopgoodGanim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Qld, 4000, on 21 November 2013 at 12.00pm (Brisbane time).

AGENDA

ORDINARY BUSINESS

Annual Financial Report

To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and notes to and forming part of the financial statements for the Company for the financial year ended 30 June 2013.

See Explanatory Statement below for further information.

Resolution 1 – Remuneration Report

To consider and, if thought fit, pass the following Advisory Resolution:

“ That, the Remuneration Report for the year ended 30 June 2013 (as set out in the Directors’ Report) is adopted. ”

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

Voting Restriction pursuant to Section 250R(4) of the Corporations Act

Terms used in this Notice of Meeting are defined in the Interpretation section of the accompanying Explanatory Memorandum.

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel ( KMP ) details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of a KMP.

However, a vote may be cast on Resolution 1 by a KMP or a Closely Related Party of a KMP, if:

• (a) the KMP or a Closely Related Party of a KMP does so as a proxy appointed in writing;

• (b) the vote is not cast on behalf of a member of the KMP details of whose remuneration are included in the Remuneration Report or a Closely Related Party of a KMP; and

• (c) either:

• (1) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (2) the voter is the Chairman of the meeting and the appointment of the Chairman as proxy:

  • (A) does not specify the way the proxy is to vote on the resolution; and

  • (B) expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP for the Company or, if the Company is part of a consolidated entity, for the entity.

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the resolutions the subject of this Meeting, including Resolution 1.

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Notice of Annual General Meeting

Resolution 2 ‐ Re‐election of Nicholas Mather as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“ That in accordance with Article 38.1(a) of the Company’s Constitution, Nicholas Mather, who retires in accordance with the Company’s Constitution and, being eligible for re‐election offers himself for re‐election, be re‐elected as a Director of the Company. ”

See Explanatory Statement below for further information.

Resolution 3 ‐ Re‐election of Ben Harrison as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“ That in accordance with Article 38.1(a) of the Company’s Constitution, Ben Harrison, who retires in accordance with the Company’s Constitution and, being eligible for re‐election offers himself for re‐election, be re‐elected as a Director of the Company. ”

See Explanatory Statement below for further information.

Resolution 4 ‐ Re‐election of Richard Willson as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“ That in accordance with Article 36.2 of the Company’s Constitution, Richard Willson, who retires in accordance with the Company’s Constitution and, being eligible for re‐election offers himself for re‐election, be re‐elected as a Director of the Company. ”

See Explanatory Statement below for further information.

Resolution 5 ‐ Re‐election of John Bovard as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“ That in accordance with Article 36.2 of the Company’s Constitution, John Bovard, who retires in accordance with the Company’s Constitution and, being eligible for re‐election offers himself for re‐election, be re‐elected as a Director of the Company. ”

See Explanatory Statement below for further information.

Resolution 6 – Approval for allotment of options to Mather Investments (Qld) Pty Ltd (as trustee)

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“ That in accordance with Section 208(1) of the Corporations Act 2001 (Cth) and for the purposes of Listing Rule 10.11 of the Official Listing Rules of the ASX Limited ( Listing Rules ), and for all other purposes, the Shareholders of AusNiCo Limited ( AusNiCo ) approve the issue and allotment of 12,231,115 options (exercisable at $0.025, expiring 2 years from the date of allotment) to Mather Investments (Qld) Pty Ltd (as Trustee) on the terms summarised in the Explanatory Memorandum, and pursuant to the Underwriting Agreement of 26 July 2013 executed by AusNiCo and Mather Investments (Qld) Pty Ltd, under which the issue of options is subject to obtaining Shareholder approval. ”

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Notice of Annual General Meeting

VOTING EXCLUSION STATEMENT FOR RESOLUTION 6

The Company will disregard any votes cast on Resolution 6 by:

• (a) a person who is entitled to receive securities in relation to the Company; and

• (b) an associate of that person (or those persons).

However, the Company need not disregard a vote on Resolution 6 if:

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

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

Important Notice

A COPY OF THIS NOTICE AND THE EXPLANATORY MEMORANDA WHICH ACCOMPANIES THIS NOTICE HAS BEEN LODGED WITH ASIC IN ACCORDANCE WITH SECTION 218 OF THE CORPORATIONS ACT. A DETAILED SUMMARY OF THE OPTIONS IS SET OUT WITHIN THE EXPLANATORY MEMORANDA.

Resolution 7 – Approval for allotment of shares to Sterling Mining Group Pty Ltd

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“ That in accordance with the provisions of Listing Rule 10.11 of the Official Listing Rules of the ASX ( Listing Rules ), and for all other purposes, the Shareholders approve the issue and allotment of 4,967,738 fully paid ordinary shares in the Company at an issue price of $0.005 per share ( Bovard Placement Shares ) to Sterling Mining Group Pty Ltd, being an entity associated with Mr John Bovard, a Non‐Executive Director of AusNiCo Limited, to be paid for in full by the conversion of $24,838.69 in unpaid Director’s Fees otherwise due and payable to Sterling Mining Group Pty Ltd for the services for Mr John Bovard. ”

THE DIRECTORS (OTHER THAN JOHN BOVARD, WHO HAS TAKEN NO PART IN DELIBERATIONS OF THE BOARD REGARDING RESOLUTION 7) ARE OF THE VIEW THAT AN EXCEPTION TO SECTION 208 OF THE CORPORATIONS ACT APPLIES IN RELATION TO RESOLUTION 7 AND AS SUCH, THE CONSENT OF ASIC HAS NOT BEEN SOUGHT IN RELATION TO RESOLUTION 7.

NOTES :

• The rights attaching to the Bovard Placement Shares are identical in all respects to the existing ordinary shares on issue in the Company.

• The issue price per share is the same as offered to third‐party participants in the Company’s placement of 12 September 2013.

• The commitment to subscribe for the Bovard Placement Shares was received by the Company at the same time as the third‐party participants in the Company’s placement of 12 September 2013.

VOTING EXCLUSION STATEMENT FOR RESOLUTION 7

The Company will disregard any votes cast on this Resolution by:

• (a) a person who is to receive securities in relation to the Company; and

• (b) an associate of that person (or those persons).

However, the Company need not disregard a vote if:

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

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

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Notice of Annual General Meeting

PROXY APPOINTMENT RESTRICTION

In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 7 by a member of the KMP or their Closely Related Parties who has been appointed as a proxy unless:

• (a) the appointed proxy votes for a person who is permitted to vote and in accordance with a direction on the proxy form (directed proxy); or

• (b) the appointed proxy is the Chairman and the appointment of the Chairman as proxy:

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Resolution 8 – Approval of Directors’ Fee Plan

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution of the Company:

“ That for the purposes of Listing Rule 7.2 exception 9 and all other purposes, the Company be authorised to issue up to a maximum amount of 24,000,000 fully paid ordinary shares to executive and non‐executive directors of the Company under the Directors’ Fee Plan (for the issue of shares to Directors in lieu of fees) detailed in the Explanatory Memorandum as an exception to Listing Rule 7.1 of the ASX Listing Rules ”

Notes

• A summary of the terms of the Directors’ Fee Plan is set out in Schedule 1.

• Since the date of last approval, 2,450,983 Shares have been issued under the plan which received Shareholder approval at the 2012 AGM. The rights attaching to the Directors’ Shares which may be issued will be identical in all respects to the existing ordinary shares on issue in the Company;

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by:

• (a) a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); and

• (b) an associate of that person (or persons).

However, the Company need not disregard a vote if:

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

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

PROXY APPOINTMENT RESTRICTION

In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 8 by a member of the KMP or their Closely Related Parties who has been appointed as a proxy unless:

• (a) the appointed proxy votes for a person who is permitted to vote and in accordance with a direction on the proxy form (directed proxy); or

• (b) the appointed proxy is the Chairman and the appointment of the Chairman as proxy:

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Notice of Annual General Meeting

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Resolution 9 ‐ Issue of Director Shares in Lieu of Director Fees

“ That in accordance with Listing Rule 10.14 and for all other purposes, subject to approval of Resolution 8, the Company be authorised to issue fully paid ordinary shares to Mr Nicholas Mather, Mr Brian Moller and Mr Ben Harrison, Mr John Bovard and Mr Richard Willson (or their nominees) ( Participating Directors ) under the Directors’ Fee Plan (for the issue of shares to Directors in lieu of fees) detailed in the Explanatory Memorandum over the course of the period that is 12 months from the date of the meeting ( Directors’ Shares ) ”.

Notes

• The maximum number of Directors’ Shares which may be issued under this resolution is 24,000,000.

• No funds will be raised by the issue of any Directors’ Shares as they will be issued in lieu of fees owing from time to time to Participating Directors.

• Since the existing plan received shareholder approval at the 2012 annual general meeting, shares have been issued to Brian Moller, Nicholas Mather and Ben Harrison under the existing plan.

• Directors Shares will only be issued to the Participating Directors (that is, Nicholas Mather, Brian Moller, Ben Harrison, John Bovard and Richard Willson) under any approval obtained and will not be issued to any person not named in this Notice of Meeting without obtainment of further Shareholder approval to any such issue under Listing Rule 10.14.

• There is no loan attaching to the issue of the Directors Shares.

• The Company intends to issue the Directors’ Shares only to the Participating Directors as and when elections are made by Participating Directors under the Directors’ Fee Plan during each quarter, the intention being that Directors’ Shares would be issued to the Participating Directors in 4 tranches on the ending of each quarter (December 2013, March, June and September 2014) but in any event by no later than any event no later than twelve (12) months from the date of the Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by:

• (a) a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and, if ASX has expressed an opinion under rule 10.14.3 that approval is required for participation in an employee incentive scheme by anyone else, that person; and

• (b) an associate of that person (or persons).

However, the Company need not disregard a vote if:

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

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

PROXY APPOINTMENT RESTRICTION

In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 9 by a member of the KMP or their Closely Related Parties who has been appointed as a proxy unless:

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Notice of Annual General Meeting

• (a) the appointed proxy votes for a person who is permitted to vote and in accordance with a direction on the proxy form (directed proxy); or

• (b) the appointed proxy is the Chairman and the appointment of the Chairman as proxy:

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Resolution 10 – Ratification of Placement Shares Issued

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution of the Company:

“ That in accordance with the provisions of Listing Rule 7.4, and for all other purposes, Shareholders ratify the previous issue by the Company of 25,835,000 Shares at an issue price of $0.005 per Share ( Placement Shares ) to those recipients set out in the Explanatory Memorandum accompanying this Notice of Meeting, in those proportions and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Meeting. ”

Notes

• The rights attaching to the Placement Shares are identical in all respects to the existing ordinary shares on issue in the Company.

• The funds raised by the issue of the Placement Shares have and will continue to be used by the Company for the progression of its business and exploration plans.

• The Placement Shares were issued to investors that fall within one or more of the classes of exemptions specified in section 708 of the Corporations Act 2001 (Cth).

• Further details of the Placement Shares are contained in the Explanatory Memorandum accompanying this Notice of Meeting.

VOTING EXCLUSION STATEMENT FOR RESOLUTION 10

The Company will disregard any votes cast on Resolution 9 by:

• (a) a person who participated in the issue; and

• (b) an associate of that person (or persons).

However, the Company need not disregard a vote on Resolutions 9 if:

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

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

SPECIAL BUSINESS

Resolution 11 – Change of Company Name

To consider and, if thought fit, pass the following resolution as a Special Resolution of the Company:

“ That in accordance with Section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to Aus Tin Mining Limited, with effect from the date on which the Australian Securities & Investments Commission alters the details of the Company’s registration to reflect the change in name. ”

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Notice of Annual General Meeting

Resolution 12 – Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

To consider and, if thought fit, pass the following resolution as a Special Resolution of the Company:

“ That, pursuant to and in accordance with Listing Rule 7.1A, and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions described in the Explanatory Memorandum ( Placement Securities ). ”

VOTING EXCLUSION STATEMENT FOR RESOLUTION 12

The Company will disregard any votes cast on Resolution 10 by a person and an associate of that person (or persons) who:

• (a) may participate in the proposed issue; and

• (b) might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary securities, if the Resolution is passed.

However, the Company need not disregard a vote if:

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

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

• Important Note

The proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the Placement Securities), shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By Order of the Board

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Karl Schlobohm Company Secretary 21 October 2013

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EXPLANATORY STATEMENT

This Explanatory Memorandum is provided to Shareholders of AusNiCo Ltd ACN 122 957 322 ( Company ) to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held at HopgoodGanim, Level 7, Waterfront Place, 1 Eagle Street on Thursday 21 November 2013 at 12.00pm (Brisbane time).

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of Resolutions 1 to 12 contained in the Notice of Meeting material.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

ORDINARY BUSINESS

1. Consider the Company’s 2013 Annual Report

The Corporations Act requires the Company’s Annual Report comprising the Directors’ Report, the Auditor’s Report, Directors’ Declaration, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and notes to and forming part of the financial statements to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the Company’s Annual Report. The Company’s 2013 Annual Report is placed before the Shareholders for discussion. No voting is required for this item.

Shareholders can obtain a copy of the Company’s 2013 Annual Report by sending a request to info@ausnico.com.au or by downloading a copy from the Company’s website: www.ausnico.com.au

2. Resolution 1 ‐ Remuneration Report

In accordance with section 250R of the Corporations Act, the Board has submitted its Remuneration Report (included in the 2013 Annual Report) to Shareholders for consideration and adoption by way of a non‐binding Advisory Resolution.

The Remuneration Report is set out in the Directors’ Report section of the 2013 Annual Report. The Report, amongst other things:

• (a) explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the Company;

• (b) explains the relationship between the Board’s remuneration policy and the Company’s performance;

• (c) sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and

• (d) details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

Voting restrictions on Key Management Personnel and their proxies and Closely Related Parties

Members of the Key Management Personnel ( KMP ) and their proxies and Closely Related Parties are restricted from voting on a resolution ( Voting Restriction ) put to Shareholders that the remuneration report of the Company be adopted. Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

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Explanatory Memorandum

The Voting Restriction does not apply where:

• (a) the Chairman or any other KMP is appointed in writing (by a Shareholder who is not a KMP or a Closely Related Party of a KMP) as a proxy with specific instructions on how to vote on a resolution to adopt the remuneration report of the Company; or

• (b) the Chairman is appointed in writing (by a Shareholder who is not a KMP or a Closely Related Party of a KMP) as a proxy with no specific instructions on how to vote on a resolution to adopt the remuneration report, where the Shareholder provides express authorisation for the Chairman to vote on the resolution.

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the resolutions the subject of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act and Listing Rules.

3. Resolution 2 – Re‐election of Nicholas Mather as a Director

Mr Mather was originally appointed as a Director of AusNiCo on 22 December 2006. Mr Mather is currently an Executive Director of the Company, and brings a wealth of experience and expertise to the Board particularly in relation to the geological and strategic development of the Company’s overall project and commercial objectives.

Mr Mather is currently the Managing Director of DGR Global Ltd, the Executive Chairman of Armour Energy Ltd, an Executive Director of SolGold Plc, and a Non‐Executive Director of Navaho Gold Ltd, Orbis Gold Ltd and Lakes Oil NL.

The Directors (with Mr Mather abstaining) recommend that you vote in favour of this Ordinary Resolution.

4. Resolution 3 – Re‐election of Ben Harrison as a Director

Mr Harrison was appointed as a Director of AusNiCo on 16 November 2010. Mr Harrison is currently an Executive Director with Bizzell Capital Partners. Prior to joining Bizzell Capital Partners he worked in the corporate finance team at a leading corporate advisory firm where he was involved in a number of high profile capital market and M&A transactions in the resources and industrial sectors. Prior to this Mr Harrison worked as an equities analyst specialising in the minerals and energy sectors.

Mr Harrison holds a Bachelor of Science, a Master of Applied Finance and Investment and is a member of the Financial Services Institute of Australasia. He is currently a Non‐Executive Director of Navaho Gold Ltd and Laneway Resources Ltd.

The Directors (with Mr Harrison abstaining) recommend that you vote in favour of this Ordinary Resolution.

5. Resolution 4 – Re‐election of Richard Willson as a Director

Mr Willson was appointed to the Board of AusNiCo on 18 January 2013, following the successful completion of the merger between the Company and Taronga Mines Ltd. Mr Willson is currently the CFO and Company Secretary of YTC Resources Limited, a substantial shareholder of AusNiCo.

Mr Willson is a qualified accountant who has worked in various financial management and company secretarial roles within the resources industry. He is currently a Non‐Executive Director of Tellus Resources Ltd and a Director of the not‐for‐profit Unity Housing Company.

The Directors (with Mr Willson abstaining) recommend that you vote in favour of this Ordinary Resolution.

6. Resolution 5 – Re‐election of John Bovard as a Director

Mr Bovard was appointed to the Board of AusNiCo on 18 January 2013, following the successful completion of the merger between the Company and Taronga Mines Ltd. Mr Bovard is a civil engineer and has over 40 years experience in mining, heavy construction, project development and corporate management.

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Explanatory Memorandum

Mr Bovard’s career has included roles as the CEO of public companies and both Executive and Non‐Executive Directorships. Mr Bovard is currently the Chairman of Orbis Gold Limited and a Non‐Executive Director of LSE‐ listed SolGold Plc.

The Directors (with Mr Bovard abstaining) recommend that you vote in favour of this Ordinary Resolution.

7. Resolution 6 – Approval for allotment of options to Mather Investments (Qld) Pty Ltd

Resolution 6 seeks the approval of Shareholders for the issue and allotment of 12,231,115 options over ordinary shares ( Underwriting Options ) to Mather Investments (Qld) Pty Ltd (as Trustee) ( Underwriter ), an entity associated with Nicholas Mather (a Director of AusNiCo), pursuant to an Underwriting Agreement entered into on 26 July 2013 between the Company and the Underwriter in connection with the Company’s entitlements issue of AUD$873,651. Under the Underwriting Agreement, the issue and allotment of the Underwriting Shares is conditional on obtaining Shareholder approval. The Underwriting Options are exercisable at $0.025 each, vest immediately on their allotment, and will expire 2 years from the date of their issue and allotment.

The Directors have resolved to refer to members for approval the proposed grant of the Underwriting Options. A summary of the terms of the Underwriting Options are set out in more detail below.

Approval for the issue and allotment of the Underwriting Options is sought in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations Act. As approval is being sought under Listing Rule 10.11, approval will not be required under Listing Rule 7.1.

In order for the Underwriting Options to be granted to an associate of a Director, the requirements of Chapter 2E of the Corporations Act need to be observed.

Option Terms

A summary of the material terms of the Underwriting Options is set out below:

• The securities to be issued to the Underwriter are options to subscribe for fully paid Shares.

• The Underwriting Options are to be issued for no consideration.

• The exercise price of the Underwriting Option is $0.025 ( Exercise Price ).

• The Underwriting Options will vest on the date of allotment.

• The Underwriting Options will expire 2 years from the date of their issue and allotment ( Expiry Date ).

• Shares issued on exercise of the Underwriting Options will rank equally with all existing Shares from the date of issue.

• The Underwriting Options, once vested, may be exercised wholly or in part by notice in writing to the Company received at any time on or before the Expiry Date together with a cheque for the Exercise Price of the Underwriting Option multiplied by the number of Shares in respect of which Underwriting Options are being exercised.

• The Underwriting Options shall be unlisted but shall be transferable.

• Upon allotment of Shares pursuant to the exercise of Underwriting Options, the Company shall use its best endeavours to have such Shares quoted and listed on the Official List of the ASX.

• As the holder of the Underwriting Options only, the Underwriter does not have any right to participate in new issues of securities in the Company made to Shareholders generally, unless the Underwriting Options are exercised prior to the record date of the relevant issue. The Company will, where required pursuant to the Listing Rules, provide the Underwriter with notice prior to the record date (to determine entitlements to any new issue of securities made to Shareholders generally) to exercise the Underwriting Options, in accordance with the requirements of the Listing Rules.

• The Option holder does not participate in dividends or in bonus issues unless the Options are exercised and the resultant shares of the Company are issued prior to the record date to determine entitlements to the dividend or bonus issue.

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Explanatory Memorandum

• In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:

• the number of Underwriting Options, the exercise price, or both will be reconstructed (as appropriate) in a manner consistent with the Listing Rules, but with the intention that such reconstruction will not result in any benefits being conferred on the Underwriter which are not conferred on Shareholders; and

• subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders of the Company approving a reconstruction of capital, in all other respects the terms for the exercise of the Underwriting Options will remain unchanged.

• If there is a bonus issue to the holders of Shares, the number of Shares over which an Underwriting Option is exercisable will be increased by the number of Shares which the Underwriter would have received if the Underwriting Options had been exercised before the record date for the bonus issue.

• If, during the life of any Underwriting Option, there is a pro rata issue (except a bonus issue), the Exercise Price of an Underwriting Option may be reduced according to the following formula: O[1] = O ‐ E [P ‐ (S + D)]

N + 1

where

• O[1] = the new exercise price of the Underwriting Options

• O = the old exercise price of the Underwriting Options

• E = the number of underlying securities into which one Underwriting Option is exercisable

• P = the average market price per security (weighted by reference to volume) of the underlying securities during the five (5) trading days ending on the day before the ex right date or the ex entitlements date

• S = the subscription price for a security under the pro‐rata issue

• D = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro‐rata issue)

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security

• The terms of the Underwriting Options shall only be changed if holders (whose votes are not to be disregarded) of Shares approve of such a change. However, the terms of the Underwriting Options shall not be changed to reduce the Exercise Price, increase the number of Underwriting Options or change any period for exercise of the Underwriting Options.

Regulatory Requirements

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company without shareholder approval unless the benefit falls within one of various exceptions to the general prohibition. The process for and requirements that need to be met for the convening of the shareholder’s meeting are set out in Chapter 2E of the Corporations Act.

A “related party” for the purposes of the Corporations Act is defined widely and includes a Director of a public company, and entities controlled by him or her.

A “financial benefit” for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to a related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

This proposed Resolution 6, if passed, will confer a financial benefit on Mather Investments (Qld) Pty Ltd, which is an entity controlled by Nicholas Mather (a Director of AusNiCo). By virtue of being a Director, Nicholas Mather is a related party of AusNiCo.

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Explanatory Memorandum

As the Underwriter is controlled by Nicholas Mather, the Underwriter itself is a related party of AusNiCo Ltd. Accordingly, the Company seeks to obtain member approval for the conferring of a financial benefit on the Underwriter through the issue of the Underwriting Options, in accordance with the requirements of Chapter 2E of the Corporations Act. For this reason, and for all other purposes, the following information is provided to Shareholders.

(a) The related party to whom Resolution 1 would permit the financial benefit to be given

Nicholas Mather, being a Director of the Company.

(b) The nature of the financial benefit

The nature of the proposed financial benefit to be given is:

• (i) the grant of 12,231,115 Underwriting Options to Mather Investments (Qld) Pty Ltd (as trustee for the Mather Family Trust) (controlled by Nicholas Mather) as referred to in Resolution 6;

• (ii) the Underwriting Options shall be granted for no cash consideration; and

• (iii) the Underwriting Options shall be exercisable into Shares at an exercise price of $0.025 per Underwriting Option exercisable on or before 22 November 2015.

(c) Directors’ recommendation

With respect to Resolution 6, Mr Bovard, Mr Moller, Mr Willson and Mr Harrison recommend that Shareholders vote in favour of this Resolution. The reasons for their recommendation include:

• (i) the grant of the Underwriting Options is proposed in accordance with the Underwriting Agreement executed by the parties on 26 July 2013;

• (ii) the terms of the Underwriting Agreement were negotiated by the non‐effected members of the Board, and the Company’s CEO, and are considered to be arm’s length having regard to the market conditions and nature of the underwriting offered to the Company; and

• (iii) should the approval for the grant of the Underwriting Options not be approved by Shareholders, the Company will be liable to pay Mather Investments (Qld) Pty Ltd (as trustee for the Mather Family Trust) an additional cash fee of $17,473 (equivalent to an additional 2% of the amount underwritten under the entitlement issue of AUD$873,651) pursuant to the terms of the Underwriting Agreement.

As Mr Mather is interested in the outcome of Resolution 6, he and his associates accordingly make no recommendation to Shareholders in respect of this Resolution.

(d) Directors’ interest and other remuneration

Mr Mather

Mr Mather has a material personal interest in the outcome of Resolution 6, as it is proposed that Underwriting Options be granted to Mather Investments (Qld) Pty Ltd (as trustee for the Mather Family Trust), a company controlled by him.

Excluding the Underwriting Options, Mr Mather (and entities associated with him) currently hold 54,365,213 Shares in the Company and 10,000,000 options exercisable at $0.04 on or before 30 June 2015, and 500,000 options exercisable at $0.30 on or before 19 November 2013. Please refer to the table below which indicates the holdings of Mr Mather (and entities associated with him).

Other than the Underwriting Options proposed to be issued to Mr Mather pursuant to Resolution 6, Mr Mather indirectly receives remuneration of $100,000 per annum (total cost to the Company) from the Company for his services as an Executive Director. In addition, Mather Investments (Qld) Pty Ltd was paid a cash fee of $61,156 (being equivalent to 7% of the amount underwritten) pursuant to the Underwriting Agreement.

If all of the Underwriting Options granted are exercised by Mr Mather, the following will be the effect on his direct and indirect holdings in the Company:

Page 5 of 22

Explanatory Memorandum

Director (including associated entities)	Current Share Holding (Direct & Indirect)	% of Total Share Capital (606,587,987 shares on issue)	Current Options held	Shareholding Upon Exercise of Underwriting Options	% of Total Share Capital following exercise of Underwriting Options (618,819,102 shares on issue)
Mr Mather	54,359,213	8.96%	10,500,000	66,590,328	10.76%

The above table does not take into account the exercise of any of the current options held (which are exercisable at $0.04 and $0.20), and does not take into account the effects of shares which may be allotted subject to the passing of Resolution 8.

(e) Valuation

The Underwriting Options are not currently and are not intended to be quoted on the ASX and as such will have no tradeable market value. The Underwriting Options each grant the Underwriter a right to subscribe for one Share upon exercise of each Underwriting Option and payment of the Exercise Price of the Underwriting Option described above, up until the expiry of the Underwriting Options. The Underwriting Options may have an inherent present value at the date of their grant.

The inherent value of the Underwriting Options may change in the future, dependent upon the extent to which the Shares fall below, or exceed, the Exercise Price of the Underwriting Options during the term of the Underwriting Options.

As a general proposition, options to subscribe for ordinary fully paid shares in a company have value. Various factors impact upon the value of options including things such as:

• the period outstanding before the expiry date of the options;

• the exercise price of the options relative to the underlying price or value of the securities into which they may be converted;

• the proportion of the issued capital as expanded consequent upon exercise represented by the shares issued upon exercise (ie whether or not the shares that might be acquired upon exercise of the options represent a controlling or other significant interest);

• the value of the shares into which the options may be converted; and

• whether or not the options are listed (ie readily capable of being liquidated).

There are various formulae which can be applied to determining the theoretical value of options (including the formula known as the Black‐Scholes Model option valuation formula and the Monte Carlo Simulation Model option valuation formula).

The Company has calculated the value the Underwriting Options utilising the Black‐Scholes Model, which is the most widely used and recognised model for pricing options. The value of an option calculated by the Black‐Scholes Model is a function of the relationship between a number of variables, being the price of the underlying Share at the time of issue, the exercise price, the time to expiry, the risk‐free interest rate, the volatility of the Company’s underlying Share price and expected dividends.

Inherent in the application of the Black‐Scholes Model are a number of inputs, some of which must be assumed. The data relied upon in the valuation applying the Black‐Scholes Model was:

• an exercise price of the Underwriting Options being $0.025;

• a market price of Shares of $0.008 being the closing price of Shares on 2 October 2013, as a proxy for the market price at the future date of issue, being the date of the General Meeting to approve the issue;

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Explanatory Memorandum

• the Underwriting Options vesting on the date of issue, estimated as being 22 November 2013;

• the Expiry Date of 22 November 2015, being 2 years from the estimated allotment / vesting date;

• a volatility measure of 100%;

• a risk‐free interest rate of 2.61%; and

• a dividend yield of 0.00%.

Some relatively minor variables were included in the calculation to estimate the value of the Underwriting Options as “American style” options (being exercisable at any time prior to the stated expiry date). Theoretically, the Black‐Scholes Model prices “European style” options (being exercisable only on a particular exercise date).

Based on the valuation calculated, the Company has adopted an indicative value for the Underwriting Options of $0.0021 each.

On that basis, the value of the Underwriting Options to be issued pursuant to Resolution 6 is approximately $24,685.

• (f) Any other information that is reasonably required by Shareholders to make a decision and that is known to the Company or any of its Directors

There is no other information known to the Company or any of the Directors save and except as follows:

(i) Market price movements:

The valuation of the Underwriting Options noted above is based on a market price of the Shares at the time of the valuation dated 2 October 2013 of $0.008.

There is a possibility that the market price of the Shares on the date of issue of the Underwriting Options will be different to this and that the market price of the Shares will change up to the date of the General Meeting. The effect on the valuation per Underwriting Option of movements in the market price of the Shares is set out below:

Market Price	Valuation per option
$0.004	$0.0005
$0.005	$0.0009
$0.008	$0.0021
$0.010	$0.0032
$0.015	$0.0062
$0.020	$0.0096
$0.025	$0.0133

(ii) Opportunity Costs

The opportunity costs and benefits foregone by the Company issuing the Underwriting Options is the potentially diluted impact on the issued Share capital of the Company (in the event that the Underwriting Options are exercised). Until exercised, the issue of the Underwriting Options will not impact upon the number of Shares on issue in the Company. To the extent that upon their exercise the dilutionary impact caused by the issue of the Shares will be detrimental to the Company, this is more than offset by the advantages accruing from the Company securing the services of Mather Investments (Qld) Pty Ltd (as trustee) pursuant to the Underwriting Agreement.

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Explanatory Memorandum

It is also considered that the potential increase of value in the Underwriting Options is dependent upon a concomitant increase in the value of the Company generally.

(iii) Trading History of the Shares

As at 2 October 2013, the closing price of Shares on ASX was $0.008.

Set out below is the trading history of the Shares over the past 12 months.

	Market Price 6 months prior to Notice of Meeting	Market Prices 12 months prior to Notice of Meeting
High	1.4 cents	2.0 cents
Low	0.5 cents	0.5 cents
VWAP	0.8 cents	1.1 cents

(iv) Taxation Consequences

No stamp duty will be payable in respect of the grant of the Underwriting Options. No GST will be payable by the Company in respect of the grant of the Underwriting Options (or if it is then it will be recoverable as an input credit).

AASB 2 “Share Based Payments” requires that these payments shall be measured at the more readily determinable fair value of the equity instrument. Under the accounting standards this amount will be expensed in the statement of financial performance. Where the grant date and the vesting date are different the total expenditure calculated will be allocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management’s assumptions about probabilities of payments and compliance with and attainment of the set out terms and conditions.

(v) Dilutionary Effect

If all of the Underwriting Options granted are exercised by the Underwriter, the following will be the dilutionary effect on the current issued capital of the Company:

Shareholders	Current Share Capital	Share Capital On Exercise
Current Shareholders	606,587,987	618,819,102
TOTAL	606,587,987	618,819,102

Listing Rule 10.11

Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party. Accordingly, because the issue of the Underwriting Options will result in the Company issuing securities to a related party, approval under Listing Rule 10.11 is required.

For the purposes of Listing Rule 10.13, the Company advises as follows:

• The number of Underwriting Options to be issued to Mather Investments (Qld) Pty Ltd (as trustee for the Mather Family Trust) (a company controlled by Nicholas Mather) is 12,231,115.

Page 8 of 22

Explanatory Memorandum

• The Underwriting Options are intended to be granted as soon as possible following the meeting, but in any event, within one (1) week of the date of the Meeting.

• The Underwriting Options are being issued for nil consideration.

• A voting exclusion statement in respect of Resolution 6 is set out above and accompanies the Notice of Meeting.

• No funds are being raised by the grant of the Underwriting Options (however approximately $305,778 would be raised on their exercise).

In accordance with Listing Rule 7.2, as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by Resolution 6.

8. Resolution 7 – Approval for allotment of shares to Sterling Mining Group Pty Ltd

Resolution 7 seeks the approval of Shareholders for the issue of 4,967,738 fully paid ordinary shares ( Bovard Placement Shares ) to Sterling Mining Group Pty Ltd, an entity associated with Mr John Bovard, a Director of the Company.

The Directors (other than John Bovard, who has taken no part in deliberations of the Board regarding Resolution 7) are of the view that the proposed issue of Placement Shares to John Bovard (on the terms set out in this Notice and Explanatory Memoranda) are on arm’s length terms and as such, rely on an exception to section 208 of the Corporations Act in relation to Resolution 7. As such, the consent of ASIC has not been sought in relation to Resolution 7.

Listing Rule 10.11

Listing Rule 10.11 requires shareholder approval for a company to issue equity securities to a related party.

A “related party” for the purposes of the Listing Rules is defined widely and includes a Director of the public company or an entity controlled by a Director of the public company.

The proposed allottee, Sterling Mining Group Pty Ltd, is considered to be controlled by Mr John Bovard, a Director of the Company.

Approval for the issue of the Bovard Placement Shares to Sterling Mining Group Pty Ltd is sought in accordance with the provisions of Listing Rule 10.11. If approval is given under Listing Rule 10.11, approval will not be required under Listing Rule 7.1.

Terms of the proposed allotment

It is important to note the following in relation to the proposed allotment of the Bovard Placement Shares:

• the rights attaching to the Bovard Placement Shares are identical in all respects to the existing ordinary Shares on issue in the Company;

• the issue price per Share is the same as offered to third‐party participants in the Company’s placement of 12 September 2013;

• the commitment to subscribe for the Bovard Placement Shares was received by the Company at the same time as the third‐party participants in the Company’s placement of 12 September 2013; and

• the Bovard Placement Shares are to be paid for, in full, via the conversion of $24,838.69 in unpaid Director’s Fees otherwise due and payable to Sterling Mining Group for the services of Mr John Bovard.

Accordingly, the Bovard Placement Shares are proposed to be allotted to Sterling Mining Group Pty Ltd on terms which are no more favourable than the terms available to the third party investors who participated in the 12 September 2013 placement, which terms themselves mirrored the terms available to all of the

Page 9 of 22

Explanatory Memorandum

Company’s eligible Shareholders pursuant to the fully‐underwritten entitlements issue, the shares for which were also allotted on 12 September 2013.

Impact on Director’s interest in the Company

As noted above, Sterling Mining Group Pty Ltd is controlled by Mr John Bovard, a Director of the Company. Details of the interest of Mr John Bovard, together with the interests of his associated entities in the Company are set out below.

Equity Interests of Mr John Bovard and Associates

	Current Ord	%	Proposed Issue	%	Unlisted Options	%
	Shares
Mr John Bovard	Nil	0%	5,000,000	0.8%	5,000,000	5.7%
All Others	606,587,987	100%	606,587,987	99.2%	82,500,000	94.3%
Total	606,587,987	100%	511,587,987	100%	87,500,000	100%

The Company also has 8,919,595 unlisted Performance Shares on issue. Mr Bovard has no interest in these Performance Shares.

For the purposes of Listing Rule 10.13, the Company advises as follows:

• The number of Shares proposed to be issued to Sterling Mining Group Pty Ltd (a company controlled by John Bovard) is 4,967,738.

• The Bovard Placement Shares are intended to be granted as soon as possible following the meeting, but in any event, within one (1) month of the date of the Meeting.

• The Bovard Placement Shares are being issued for consideration of $24,838.69 (that is, 4,967,738 Shares at an issue price of $0.005 per Share).

• The consideration of $24,838,738 for the Bovard Placement Shares will be paid for in full via the conversion of $24,838.69 in unpaid Director’s fees otherwise due and payable to Sterling Mining Group for the services of Mr John Bovard.

In accordance with Listing Rule 7.2, as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.

The Company believes that all information required pursuant to Listing Rule 10.13 is contained in the Notice of Meeting and this Explanatory Memorandum.

For the avoidance of doubt, if a member of the Key Management Personnel (which includes the Chairman) or a Closely Related Party of such a member is appointed as a Shareholder’s proxy and the Shareholder does not direct in writing the way the proxy is to vote on Resolution 7 (ie. an undirected proxy), that person will abstain from voting the undirected proxy and such vote will not count for the purposes of determining whether the required votes have been cast in order to pass Resolution 7.

9. Resolution 8 – Approval of Directors’ Fee Plan

Pursuant to Resolution 8, the Company is seeking Shareholder approval for the Directors’ Fee Plan for the purpose of Listing Rule 7.2 exception 9 and for all other purposes.

The Directors wish to implement an employee incentive scheme in the form of a Director’s Fee Plan which will allow for the issue of Shares to all Directors in lieu of fees. All Directors have previously expressed their willingness to have approximately 50% of their remuneration paid in cash and approximately 50% payable in Shares (pending this approval) should that become necessary for the preservation of the Company’s working capital.

Page 10 of 22

Explanatory Memorandum

Listing Rule 7.1

Subject to certain exemptions (none of which are relevant here) Listing Rule 7.1 restricts a listed company from issuing or agreeing to issue equity securities (including shares or options) in any 12 month period which amounts to more than 15% of the Company’s ordinary securities on issue without shareholder approval.

As a result, any issue of securities by the Company under the Directors’ Share Plan would reduce the Company’s 15% capacity to issue Shares under Listing Rule 7.1.

Exception 9 of Listing Rule 7.2 however, allows a company to issue securities without specific shareholder approval and without reducing the 15% capacity under Listing Rule 7.1 where shareholders of a company have approved the issue of securities as an exception to Listing Rule 7.1 within three (3) years prior to the issue of the securities. Resolution 8 is being put to the Shareholders for this purpose and will allow the Company to utilise Exception 9 to Listing Rule 7.2 12 months from the date of the Resolution being passed.

ASX Listing Rule 7.2 Exception 9

In accordance with Listing Rule 7.2 Exception 9 and for the benefit of Shareholders in considering this Resolution, the Company advises as follows:

• a summary of the terms of the Plan are set out in Schedule 1;

• 2,450,983 ordinary shares have been issued under the plan approved by Shareholders at the 2012 Annual General Meeting; and

• a voting exclusion statement is included for Resolution 8 in the Notice of Meeting accompanying the Explanatory Memorandum.

Under the Director’s Fee Plan all Shares which may be issued to a Director shall be issued at the Market Price for Shares as at the business day prior to the issue of Directors Shares.

Because the trading price for the Shares of the Company on ASX may fluctuate over the 12 month period, approval is sought for the issue of a maximum of 24,000,000 shares ( Maximum Shares ). If the Maximum Shares are issued then this would represent 3.8% of the issued Share capital of the Company, assuming no other Shares were issued.

10. Resolution 9 – Approval of Issue of Director Shares in Lieu of Director Fees

Subject to Resolution 8 receiving Shareholder approval, the Directors have resolved to refer to Shareholders for approval of the proposed grant of up to a maximum of 24,000,000 fully paid ordinary shares to Mr Nicholas Mather, Mr Brian Moller, Mr Ben Harrison, Mr John Bovard and Mr Richard Willson, Directors of the Company, or their nominee ( Participating Directors ) under the Directors’ Fee Plan. The terms of the Shares to be issued to the Participating Director ( Director Shares ) are set out in more detail below.

Because each of the Participating Directors is a related party of the Company for the purposes of Listing Rule 10.11, the proposed issue of Directors Shares to Participating Directors under the Plan must be approved under Listing Rule 10.14.

In the event that Resolution 8 obtains Shareholder approval, the issue of the Directors Shares to the Participating Directors would be in lieu of their Director’s fees and salary sacrifice for the previous year and for potential issues to be made in the forthcoming year pursuant to the Plan. As such any Directors Shares so issued in the forthcoming year will be granted for nil cash consideration and no funds will be raised from their issue.

If approved, the issue of any Directors Shares pursuant to Listing Rule 10.14 (and for the purposes of Listing Rule 7.2 exception 9) will not be counted towards the Company’s 15% for the purpose of Listing Rule 7.1. As a result, the Directors of the Company will be able to consider additional funding initiatives consistent with the provisions of ASX Listing Rule 7.1 without diminishing its issue capacity under Listing Rule 7.1.

Page 11 of 22

Explanatory Memorandum

Directors’ Recommendation

The Participating Directors, being Directors of the Company, have a material personal interest in the outcome of this Resolution, as it is proposed that Director Shares be granted to them (or their nominee).

Each of Mr Nicholas Mather, Mr Brian Moller, Mr Ben Harrison, Mr John Bovard and Mr Richard Willson having a material personal interest in the Resolution abstain and do not make any recommendations in respect of this Resolution.

Directors’ Interest and other remuneration

Excluding the Director Shares, details of the Shares and Options held by the Directors in the Company are set out in the table below.

Details of the Director's remuneration for each of the Directors (inclusive of superannuation) per annum (total cost to the Company) is set out in the following table:

Directors		Short term	Post‐	Share based payments	Share based payments	Total
		benefits	employment	Equity settled
		Salary & fees	Superannuation	Options	Shares
		$	$	$	$	$
Brian Moller
-	2013	44,167	‐	‐	‐	44,167
-	2012	40,000	‐	‐	‐	40,000
Nicholas Mather
-	2013	34,167	‐	‐	‐	34,167
-	2012	30,000	‐	‐	‐	30,000
Ben Harrison
-	2013	34,167	‐	‐	‐	34,167
-	2012	30,000	‐	‐	‐	30,000
John Bovard *
-	2013	18,172	‐	‐	‐	18,172
-	2012	‐				‐
Richard Willson *
-	2013	18,172				18,172
-	2012	‐				‐

* John Bovard and Richard Willson were appointed as Directors of AusNiCo on 18 January 2013.

At the date of this Notice of Meeting there are no unpaid fees owing to the Directors. If each of the Directors participated in a grant of Director Shares, proportional to their total remuneration over a 12 month period, then the following will be the effect on the holding of each of the Directors in the Company:

Director	Current Share Holding1	% of Total Share Capital2	Director Shares Issued3	Share Holding Upon Issue of Maximum Shares3	% of Total Share Capital
Nicholas Mather	54,359,213	8.96%	2,500,000	56,859,213	9.18%
Brian Moller	2,984,200	0.49%	3,125,000	6,109,200	0.99%
Ben Harrison	1,950,497	0.32%	2,500,000	4,450,497	0.72%
John Bovard	‐	‐	2,500,000	2,500,000	0.40%
Richard Willson	‐	‐	2,500,000	2,500,000	0.40%

Notes:

1. This assumes that none of the current options on issue in the Company are exercised and no further securities are issued.

2. This assumes that there are currently 606,587,987 Shares on issue.

Page 12 of 22

Explanatory Memorandum

1. This assumes the Shares would be issued at an issue price of $0.008 per Share, and includes any amount owing at the date of this Notice of Meeting.

2. Ignores the effect of Resolution 7 on the holding of John Bovard.

ASX Listing Rule 10.15

In accordance with ASX Listing Rule 10.15 and for the benefit of Shareholders in considering this Resolution, the Company advises as follows:

• Each of the persons to whom Directors Shares are proposed to be issued under this Resolution are Directors.

• Details of any Shares issued under the Directors Fee Plan will be published in the Annual Report in respect of the period in which shares under the plan are issued.

• The maximum number of securities that may be acquired by all persons for whom approval is required is 24,000,000 Directors’ Shares.

• No funds are being raised by the grant of the Director Shares.

• Since the last approval to issue Shares under the directors fee plan which received Shareholder approval at the 2012 AGM, the following Shares were issued:

	Brian Moller	Nicholas Mather	Ben Harrison	John **Bovard ***	Richard **Willson ***
Number of Director Shares issued	980,393	735,295	735,295	‐	‐
Average issue price	1.7 cents	1.7 cents	1.7 cents	‐	‐

• John Bovard and Richard Willson were appointed as Directors of AusNiCo on 18 January 2013.

• Directors Shares will only be issued to the Participating Directors (that is, Nicholas Mather, Brian Moller, Ben Harrison, John Bovard and Richard Willson) under any approval obtained and will not be issued to any person not named in this Notice of Meeting without obtainment of further Shareholder approval to any such issue under Listing Rule 10.14.

• A voting exclusion statement accompanies that Notice of Meeting in respect of Resolution 9.

• There is no loan attaching to the issue of the Directors Shares.

• The Director Shares are intended to be issued as and when elections are made by Participating Directors under the Directors’ Fee Plan, the intention being that Directors’ Shares would be issued to the Participating Directors in 4 tranches on the ending of each quarter (December 2013, March, June and September 2014) and in any event no later than twelve (12) months of the date of the Meeting.

• Under the Plan, all Shares which may be issued to a Director shall be issued at the Market Price for Shares as at the business day prior to the issue of Directors Shares.

Save as set out in this Explanatory Statement, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by this Resolution.

11. Resolution 10 ‐ Ratification of Placement Shares Issued

Pursuant to Resolution 10, the Company is seeking Shareholder approval to ratify the previous issue of 25, 835,000 Shares to those investors identified in the table below ( Share Recipients ), being investors that participated in a placement pursuant to the Underwriter’s obligations for the Company’s Rights Issue ( Placement Shares ).

Listing Rule 7.4

As noted above, in accordance with Listing Rule 7.4, the Company is seeking Shareholders to ratify the previous issue of the Placement Shares, being issues of securities made by the Company during the previous 12 months for which Shareholder approval has not already been obtained.

Page 13 of 22

Explanatory Memorandum

Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new equity securities equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders.

The Company seeks Shareholder approval to ratify the previous issue of the Placement Shares in accordance with Listing Rule 7.4 in order to refresh the Company’s ability to issue up to 15% of its share capital (in a 12 month period) under Listing Rule 7.1.

Under Listing Rule 7.4, an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval if the issue:

• did not breach Listing Rule 7.1 (i.e. the issue did not exceed the 15% limit under Listing Rule 7.1); and

• holders of the ordinary securities subsequently approve the issue.

Terms of the Previous Issue of Shares

In accordance with Listing Rule 7.5 the Company advises that the Placement Shares (that is, a total of 25,835,000 Shares) were issued on 23 August 2013 to the Placement Recipients at $0.005 per Share and subject to no escrow restrictions. The Placement Shares are subject to the rights and obligations set out in the Company’s Constitution and rank equally with the existing Shares at the time of issue. None of the participants were related parties of the Company.

The funds raised by the issue of the Placement Shares have and will continue to be used by the Company for the progression of its business and exploration plans.

The Placement Recipients, and the number of shares issued to each, are as follows:

Sanberg Pty Ltd		5,000,000
Nockolds Superannuation Pty Ltd		5,000,000
Fernvale Pty Ltd		4,000,000
William Peter Williams		3,000,000
Hanspeter & Anita Kempf		2,000,000
Safari Trial Pty Ltd		2,000,000
Mr Vincent David Mascolo		1,290,000
Alberona Pty Ltd		865,000
Ms Michelle Mascolo		990,000
Ms Natasha Mascolo		990,000
Mark Davie		400,000
Daniel McLean		200,000
Anna Bjarney Melbom		100,000
		25,835,000

The Directors recommend that you vote in favour of this Resolution.

SPECIAL BUSINESS

12. Resolution 11 – Change of Company Name

Rationale for proposed change

As shareholders would be aware, in January 2013, AusNiCo completed its scrip‐based merger with Taronga Mines Ltd. As a result, the combined group’s major, and most‐advanced, asset is the Taronga Tin Project near Emmaville in NSW. In the period since the merger, the Company has announced the maiden JORC resource for the Taronga Project, undertaken preliminary metallurgical test work, updated the economic evaluation of the Project over its potential mine life, and commissioned a pre‐feasibility study.

Page 14 of 22

Explanatory Memorandum

As a result, the Board believes it appropriate to change the name of the Company to create greater alignment with its new focus, and to re‐establish is name and branding in line with this strategy.

Requirement for Change in Name

The Corporations Act provides that if a company wants to change its name, it must:

• (a) pass a special resolution (which is a resolution approved by at least 75% of the votes cast by members who are entitled to vote on a resolution), adopting a new name; and

• (b) lodge an application in the prescribed form with ASIC in respect of the change in name.

Effect of approval of the Resolution

If Resolution 11 is approved as a special resolution, the Company will lodge an application with ASIC requesting ASIC alter the details of the Company’s registration status to reflect this change to the Company’s name.

The Company’s ASX code will not change upon the Company changing its name.

The Directors recommend that you vote in favour of this Special Resolution.

13. Resolution 12 ‐ Approval to Issue an Additional 10% of the Issued Capital of the Company Over a 12 Month Period Pursuant to Listing Rule 7.1A

Introduction

Pursuant to Resolution 12, the Company is seeking Shareholder approval to issue an additional 10% of its issued capital over a 12 month period pursuant to Listing Rule 7.1A. If passed, this Resolution will allow the Company to allot and issue up to the number of new Equity Securities calculated in accordance with Listing Rule 7.1A.2 ( Placement Securities ) each at an issue price of at least 75% of the volume weighted average price ( VWAP ) for the Company’s Equity Securities in that class (calculated over the last 15 days on which trades in the Equity Securities are recorded immediately before the date on which he price at which the Placement Securities are to be issued is agreed, or if the Placement Securities are not issued within five trading days of that date, the date on which the Placement Securities are issued) ( Issue Price ).

This approval is sought pursuant to Listing Rule 7.1A, which came into effect last year. Under Listing Rule 7.1A, small and mid cap listed entities that meet the eligibility threshold and have obtained the approval of their ordinary shareholders by special resolution at the annual general meeting, are permitted to issue an additional 10% of issued capital over a 12 month period from the date of the annual general meeting ( Additional 10% Placement ). The Additional 10% Placement under Listing Rule 7.1A is in addition to the ability of the Company to issue 15% of its issued capital without shareholder approval over a 12 month period pursuant to Listing Rule 7.1. The Company may issue the Placement Securities to raise funds for the Company and as non‐cash consideration (further details of which are set out below).

Funds raised from the issue of Placement Securities, if undertaken, would be applied towards the acquisition of new assets or investments (including expenses associated with such acquisitions), continued exploration and feasibility study expenditure on the Company’s current assets and general working capital.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 12.

Listing Rule 7.1A

Eligibility

An entity is eligible to undertake an Additional 10% Placement if at the time of its annual general meeting it has a market capitalisation of $300 million or less and it is not included in the S&P/ASX300 Index.

For illustrative purposes only, on 2 October 2013, the Company’s market capitalisation was approximately $4.8 million based on the closing trading price on that date. The calculation of market capitalisation will be based on the closing price of the shares, on the last trading day on which trades in the shares were recorded before the date of the Annual General Meeting, multiplied by the number of Shares on issue (excluding restricted securities and securities quoted on a deferred settlement basis).

Page 15 of 22

Explanatory Memorandum

The Company is also not included in the S&P/ASX300 Index as at the time of this Annual General Meeting, however, it should be noted that the S&P/ASX300 Index is rebalanced twice a year in March and September.

The Company is therefore an Eligible Entity and able to undertake an Additional 10% Placement under Listing Rule 7.1A.

In the event that the Company for any reason ceases to be an Eligible Entity after the Company has already obtained Shareholder approval pursuant to this Resolution, the approval obtained will not lapse and the Company will still be entitled to issue the Placement Securities during the 12 month period following this Annual General Meeting.

Special Resolution

Listing Rule 7.1A requires this Resolution to be passed as a Special Resolution, which means that it must be passed by at least 75% of the votes cast by members entitled to vote on the Resolution. Pursuant to Listing Rule 7.1A, no Placement Securities will be issued until and unless this Special Resolution is passed at the Meeting.

Shareholder Approval

The ability to issue the Placement Securities is conditional upon the Company obtaining Shareholder approval by way of a Special Resolution at the Meeting.

Listing Rules 7.1 and 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% capacity under Listing Rule 7.1.

At the date of this Notice of Meeting, the Company has on issue 606,587,987 Shares. The Company will have the capacity to issue the following Equity Securities on the date of the Meeting:

• (1) 90,988,198 Equity Securities under Listing Rule 7.1; and

• (2) subject to Shareholder approval being obtained under Resolution 11, 60,658,799 Placement Securities under Listing Rule 7.1A.

The actual number of Placement Securities that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Placement Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (as described above).

Formula for calculating 10% Placement Facility

Listing Rule 7.1A2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

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

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

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

• D is 10%

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

Page 16 of 22

Explanatory Memorandum

Specific Information Required by Listing Rule 7.3A

‐ Minimum price of securities issued under Listing Rule 7.1A Listing Rule 7.3A.1

Pursuant to and in accordance with Listing Rule 7.1A.3, the Placement Securities issued pursuant to approval under Listing Rule 7.1A must have an issue price of not less than 75% of the VWAP for the Equity Securities over the 15 trading days immediately before:

• (1) the date on which the price at which the Placement Securities are to be issued is agreed; or

• (2) if the Placement Securities are not issued within five trading days of the date in paragraph (1) above, the date on which the Placement Securities are issued.

The Company will disclose to the ASX the issue price on the date of issue of the Placement Securities.

‐ Risk of Economic and Voting Dilution Listing Rule 7.3A.2

As provided by Listing Rule 7.3A.2, if this Resolution is passed and the Company issues the Placement Securities, there is a risk of economic and voting dilution to the existing Shareholders. The Company currently has on issue 606,587,987 Shares. The Company could issue 151,646,996 Shares on the date of the meeting (however, it is important to note that the exact number of Placement Securities which may be issued will be calculated in accordance with the formula contained in Listing Rule 7.1A.2, details of which are set out above). Any issue of Placement Securities will have a dilutive effect on existing Shareholders.

There is a specific risk that:

• (1) the Market Price for the Company’s Equity Securities may be significantly lower on the date of the issue of any Placement Securities than it is on the date of the meeting; and

• (2) the Placement Securities may be issued at a price that is at a discount to the Market Price for the Company’s Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue or the value of the Placement Securities.

As required by Listing Rule 7.3A.2, Table 1 below shows the potential economic and voting dilution effect, in circumstances where the issued share capital has doubled and the Market Price of the shares has halved. Table 1 also shows additional scenarios in which the issued share capital has increased (by both 50% and 100%) and the Market Price of the shares has:

• (1) decreased by 50%; and

• (2) increased by 100%.

Table 1

Issued Share Capital	50% decrease in Market Price $0.004	50% decrease in Market Price $0.004	Current Market Price $0.008	Current Market Price $0.008	100% increase in Market Price $0.016	100% increase in Market Price $0.016
	10% Voting Dilution	Capital Raised	10% Voting Dilution	Capital Raised	10% Voting Dilution	Capital Raised
Present Issued Share Capital = 144,994,142 Shares	60,658,798	$242,635	60,658,798	$485,270	60,658,798	$970,540
50% Increase in Share Capital = 217,491,213 Shares	90,988,198	$363,953	90,988,198	$727,906	90,988,198	$1,455,812
100% Increase in Share Capital = 289,988,284 Shares	121,317,597	$485,270	121,317,597	$970,540	121,317,597	$1,941,080

Page 17 of 22

Explanatory Memorandum

Assumptions and Explanations

• The Market Price is $0.008, based on the closing price of the Shares on ASX on 2 October 2013.

• The above table only shows the dilutionary effect based on the issue of the Placement Securities (assuming only Shares are issued), and not any Shares issued under the 15% capacity under Listing Rule 7.1.

• The above table assumes that the Shares previously issued and to be ratified under Resolution 9 have been issued, and that the Shares to be issued subject to receiving Shareholder approval under Resolutions 7 and 8 have not yet been issued.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue.

• The Company issues the maximum number of Placement Securities.

• The issued Share capital has been calculated in accordance with the formula in Listing Rule 7.1A(2) as at 2 October 2013.

• The issue price of the Placement Securities used in the table is the same as the Market Price and does not take into account the discount to the Market Price (if any).

Final Date for Issue ‐ Listing Rule 7.3A.3

As required by Listing Rule 7.3A.3, the Company will only issue and allot the Placement Securities during the 12 months after the date of this Meeting which the Company anticipates will end on 21 November 2014. The approval under this Resolution for the issue of the Placement Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities of the Company) or Listing Rule 11.2 (the disposal of the main undertaking of the Company) before the anniversary of the Annual General Meeting.

‐ Purpose Listing Rule 7.3A.4

As noted above, the purpose for which the Placement Securities may be issued include to raise funds for the Company and as non‐cash consideration (further details of which are set out below). Funds raised from the issue of Placement Securities, if undertaken, would be applied towards the acquisition of new assets or investments (including expenses associated with such acquisitions), continued exploration and feasibility study expenditure on the Company’s current assets and general working capital.

Shares Issued for Non‐Cash Consideration ‐ Listing Rule 7.3A.4

The Company may issue Placement Securities for non‐cash consideration, such as the acquisition of new assets or investments. If the Company issues Placement Securities for non‐cash consideration, the Company will release to the market a valuation of the non‐cash consideration that demonstrates that the issue price of the Placement Securities complies with Listing Rule 7.1A.3.

’ ‐ Company s Allocation Policy Listing Rule 7.3A.5

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue of the Placement Securities. The identity of the allottees of Placement Securities will be determined on a case‐by‐case basis having regard to a number of factors including but not limited to the following:

• (1) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which existing shareholders can participate;

• (2) the effect of the issue of the Placement Securities on the control of the Company;

• (3) the financial situation and solvency of the Company; and

• (4) advice from corporate, financial and broking advisers (if applicable).

The allottees of the Placement Securities have not been determined as at the date of this Notice but may include existing substantial Shareholders and new Shareholders who are not related parties or associates of a related party of the Company.

Furthermore, if the Company is successful in acquiring new assets or investments for which Placement Securities are issued as consideration, it is likely that the allottees of some of the Placement Securities will be the vendors of the new assets or investments.

Page 18 of 22

Explanatory Memorandum

– Equity Issues Over Last 12 Months Listing Rule 7.3A.6

As this is the Company’s second year seeking approval for the additional placement capacity under Listing Rule 7.1A, and specifically pursuant to the requirements of Listing Rule 7.3A.6(b), all of the cash and non‐cash equity issues made by the Company since the date of the last AGM are detailed in Schedule 2.

For the purpose of Listing Rule 7.3A.6(a), the Company advises as follows:

Number of equity securities on issue on at commencement of 12 monthperiod	166,994,142
Equity securities issued in prior 12 monthperiod*	536,013,443
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period	320.98%

*A significant portion of the equity securities issued in the past 12 months relate to the scrip‐based take over of Taronga Mines. All but one of the equity securities within the past 12 months were issued pursuant to an exception to Listing Rule 7.1 (or 7.1A) and therefore were not issued under (and did not reduce) the Company’s 15% Capacity (or additional 10% Capacity). For full details of the issues of equity securities made by the Company since the date of the last AGM, see Schedule 2.

Voting Exclusion Statement

A voting exclusion statement is included for this Resolution in the Notice of Meeting accompanying the Explanatory Memorandum. At the date of the Notice of Meeting, the proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the Placement Securities), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

The Directors recommend that you vote in favour of this Special Resolution.

Page 19 of 22

Explanatory Memorandum

INTERPRETATION

Additional 10% Placement means the additional 10% of issued capital over a 12 month period from the date of the Annual General Meeting under Listing Rule 7.1A.

Annual General Meeting or Meeting means this meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691.

Board means the board of Directors of the Company.

Bovard Placement Shares means the 4,967,738 Shares proposed to be issued to Sterling Mining Group Pty Ltd (an entity associated with John Bovard, a Director) under Resolution 7.

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

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

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

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

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

• (e) a company the member controls; or

• (f) a person prescribed by the regulations for the purposes of this paragraph.

Company means AusNiCo Limited ACN 122 957 322.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Directors’ Fee Plan has the meaning given to that term in the Explanatory Memorandum in respect of Resolution 8.

Director Shares has the meaning given to that term in the Explanatory Memorandum in respect of Resolution 8.

Exercise Price has the meaning given to that term in the Explanatory Memorandum in respect of Resolution 6.

Expiry Date has the meaning given to that term in the Explanatory Memorandum in respect of Resolution 6.

Issue Price means price per security the Placement Securities may be issued.

Key Management Personnel or KMP has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

Market Price means the closing price on a Trading Platform, excluding special crossings, overnight sales and exchange traded option exercises.

Maximum Shares means the maximum amount of Director Shares which may be issued under the Directors’ Fee Plan (being 24,000,000).

Meeting means this meeting.

Notice means the notice of meeting which accompanies this Explanatory Memorandum.

Option means an option to acquire a Share.

Participating Director has the meaning given to that term in the Explanatory Memorandum in respect of Resolution 9.

Placement Securities means the new Equity Securities for the purposes of Listing Rule 7.1A.

Shareholder means a holder of ordinary Shares in the Company.

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

Page 20 of 22

Explanatory Memorandum

Underwriter means Mather Investment (Qld) Pty Ltd (as trustee).

Underwriting Options means the proposed issue and allotment of 12,231,115 options over ordinary Shares to Mather Investment (Qld) Pty Ltd (as trustee).

Voting Restriction has the meaning given to that term in the Explanatory Memorandum in respect of Resolution 1.

VWAP means volume weighted average price.

ENQUIRIES

Any enquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Karl Schlobohm (Company Secretary), at Level 27, 111 Eagle Street Brisbane QLD 4000, or on (07) 3303‐0661.

Page 21 of 22

Explanatory Memorandum

SCHEDULE 1

Directors’ Fee Plan

Terms for issue of shares in lieu of Directors’ fees

1. All executive and Non‐executive Directors of the Company shall be entitled during the term of the Directors Fee Plan (Plan) to elect by notice in writing to the Company (Election Notice) to be paid some or all of the remuneration due and owing to them by the Company from time to time as fees for services (Outstanding Remuneration) by way of an issue of ordinary shares. (Plan Shares)

2. An Election Notice may be given by an Executive and/or Non‐executive Director (Participating Director) within 10 Business Days after each Quarter during the Plan and shall specify:

3. (a) The amount of any Outstanding Remuneration that a Participating Director wishes to be paid by way of Plan Shares under the Plan; and

4. (b) Whether the Participating Director wishes to have the Plan Shares issued in his or her own name or in the name of a nominee. ( Recipient )

5. An Election Notice may be given to the Company in any manner permitted under the Constitution for service by the Company of notices.

6. Upon receipt of an Election Notice, Plan Shares may be issued to each Participating Director who elects to be issued Plan Shares in lieu of any Outstanding Remuneration.

7. The obligation of the Company to issue any Plan Shares is subject to obtainment of any approvals which may be required under:

8. (a) the Listing Rules; and

9. (b) the Corporations Act 2001 (Cth).

10. The issue price of each Plan Share will be the Market Price of ordinary shares in the Company on the Business Day before an Election Notice is given by a Participating Director and any fractional entitlement to be issued Plan Shares shall be rounded up to the nearest whole number.

12. The Company shall:

13. (a) issue the Plan Shares to a Recipient within three 3 Business Days of receipt of an Election Notice;

14. (b) forthwith deliver a statement of holding to the Recipient in respect of the Plan Shares; and

15. (c) cause the Plan Shares to be listed on ASX as soon as reasonable practicable at the Company’s cost and expense.

16. Unless otherwise approved by shareholders of the Company, the maximum number of Plan Shares which may be issued by the Company in each 12 months during the term of the Plan shall be 24,000,000 Plan Shares.

18. For the purposes of interpretation of this Plan:

19. (a) Constitution means the Constitution of the Company;

20. (b) Quarter means a period of three months commencing on 1 January, 1 April, 1 July or 1 October;

21. (c) Listing Rules means the Listing Rules of ASX Limited;

22. (d) Shares means ordinary shares in the Company; and

23. (e) Terms used herein shall have the meanings ascribed to them in the Listing Rule.

Page 22 of 22

SCHEDULE 2 – EQUITY ALLOTMENTS SINCE THE 2012 7.1A APPROVAL

CASH
ISSUES
Date	Number	Security	Terms	Description	Party or	Price	Discount	Total	Consideration	Use of	Intended Use
	of Securities	Type			Basis			Consideration	Spent	Consideration	of Balance
					Participating					Working Capital &	Working Capital &
12.09.2013	143,927,462	FPO	FPO	Rights Issue Shares	Shareholders	0.5c	37%	$719,637	$409,864	Exploration	Exploration
				Placement of						Working Capital &	Working Capital &
12.09.2013	25,835,000	FPO	FPO	Shortfall	Sophisticated Investors	0.5c	37%	$ 129,175	$73,571	Exploration	Exploration
NON‐CASH
ISSUES
Date	Number	Security	Terms	Description	Party or	Price	Discount	Non‐Cash	Current Value
	of Securities	Type			Basis			Consideration	of Consideration
				Scrip‐based take‐	Accepting Shareholders					Approved by shareholders
16.01.2013	282,808,230	FPO	FPO	over	of Taronga	1.7c	Nil	$4,807,740	$2,262,466	@ EGM 11.12.2012
		Unlisted	4 cents to	Replacement						Approved by shareholders
16.01.2013	65,500,000	Options	30.06.2015	Options	Taronga Optionholders	Nil	N‐A	$444,016	$ 129,290	@ EGM 11.12.2012
		Performance		Incentive Shares for	Incoming CEO, Peter					Approved by shareholders
16.01.2013	8,919,595	Shares	Footnote 1	CEO	Williams	Nil	N‐A	$ 151,633	$71,357	@ EGM 11.12.2012
										Directors Plan approved by
				Board Fee						shareholders @ AGM
11.02.2013	980,393	FPO	FPO	Conversion	Brian Moller	1.7c	Nil	$16,667	$7,843	28.11.2012
										Directors Plan approved by
				Board Fee						shareholders @ AGM
11.02.2013	735,295	FPO	FPO	Conversion	Samuel Holdings Pty Ltd	1.7c	Nil	$12,500	$ 5,882	28.11.2012
										Directors Plan approved by
				Board Fee						shareholders @ AGM
11.02.2013	735,295	FPO	FPO	Conversion	Plutus Capital Pty Ltd	1.7c	Nil	$12,500	$5,882	28.11.2012
				Board Fee	Millbohm Consulting Pty
11.02.2013	980,393	FPO	FPO	Conversion	Ltd	1.7c	Nil	$16,667	$7,843	Co Sec Fee Conversion
					Taronga (Compulsory
				Scrip‐based take‐	acquisition shares ‐ lost					Approved by shareholders
18.02.2013	5,591,780	FPO	FPO	over	shareholders)	1.7c	Nil	$95,060	$44,734	@ EGM 11.12.2012

Footnote 1:

Full terms and conditions included in Annexure 2 of the Appendix 3B lodged 16.01.2013.

The allotment of Performance Shares to Peter Williams was specifically approved by shareholders in the EGM of 11.12.2012

Page 1 of 1

Entitlement to Vote

The Board has determined, in accordance with the Corporations Regulations 2001 that for the purposes of determining those Shareholders entitled to attend and vote at the Annual General Meeting of the Company, shall be those persons recorded in the register of Shareholders as at 7.00pm (Brisbane Time) on 26 November 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

How to Vote

You may vote by attending the Annual General Meeting in person, by proxy or authorised representative.

Voting in Person

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

Voting by Proxy

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to vote on their behalf. Where a member is entitled to cast two or more votes, they may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a member of the Company.

Members who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cth).

If a representative of the Company is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	To sign under Power of Attorney, you must have already lodged this document with
	the registry. If you have not previously lodged this document for notation, please
	attach a certified photocopy of the Power of Attorney to this form when you return
	it.
Companies:	Where the company has a sole director who is also the Sole Company Secretary, this
	form must be signed by that person. If the company (pursuant to section 204A of
	the Corporations Act 2001) does not have a Company Secretary, a sole director can
	also sign alone. Otherwise this form must be signed by a director jointly with either
	another Director or a Company Secretary.

Please indicate the office held by signing in the appropriate place.

To vote by proxy, the proxy form provided with this notice (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not less than forty eight (48) hours before the scheduled time for the meeting. Any proxy form received after that time will not be valid for the scheduled meeting.

Completed proxies can be returned to the Company Secretary by either mail to GPO Box 5261, Brisbane, Queensland 4001; or facsimile to (07) 3303‐0681, or scanned and emailed to kschlobohm@ausnico.com.au

Page 1 of 1

Proxy Form

Appointment of Proxy

I/We being Shareholder(s) of AusNiCo Limited (Company) hereby appoint:

the Chairman of the Meeting OR Write here the name of the person you are (mark with an “X”) appointing if this person is someone other than the Chairman of the Meeting

IMPORTANT NOTE

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business .

If the Chairman of the Meeting is your proxy (or may be appointed your proxy by default), and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box.

By marking this box you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chairman of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolutions.

Further, if the Chairman of the meeting is your proxy (or may be appointed your proxy by default), you authorise the Chairman to exercise your proxy on Resolution 1 (that the Remuneration Report for the year ended 30 June 2013 (as set out in the Directors’ Report) be adopted), Resolution 8 (approval of Director’s Fee Plan) and Resolution 9 (Approval of Issue of Director shares in lieu of Director Fees), even though the Resolutions are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. If you do not wish to authorise the Chairman to vote in this way, you should direct your vote in accordance with Step 2 below.

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. By signing this appointment you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/s he has an interest in the outcome of the resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest.

If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is ………………%. (An additional proxy form will be supplied by the Company on request). If you wish to appoint the proxy to exercise voting power over only some of your Shares, the number of Shares in respect of which this proxy is to operate is ……………….. Shares (Note: proxy will be over all Shares if left blank).

STEP 2: VOTING DIRECTIONS

I/we direct my/our proxy to vote as indicated below:

Resolution	For	Against	Abstain
1. Remuneration Report
2. Re‐election of Nicholas Mather as a Director
3. Re‐election of Ben Harrison as a Director
4. Re‐election of Richard Willson as a Director
5. Re‐election of John Bovard as a Director
6. Approval for allotment of Underwriting Options
7. Approval for allotment of shares to Sterling Mining Group
8. Approval for Director’s Share Plan
9. Approval of Director Shares in Lieu of Director Fees
10. Ratification of Placement Shares Issued
11. Change of Company Name
12. Approval for Additional 10% Placement Capacity

Individual or Security holder 1

Security holder 2

Security holder 3

Page 2 of 4

Proxy Form

Sole Director and Secretary Director Director/Company Secretary (if appointed) Contact Name Contact Daytime Telephone Date How to complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your Shares using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the company. A proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your Shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company or you may copy this form.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of Shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) Return both forms together.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either security holder may sign.

Power of Attorney:

Companies :

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

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 indicate the office held by signing in the appropriate place.

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Proxy Form

6 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below by 12.00 on 19 November 2013, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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