CONNECTED MINERALS LIMITED — Proxy Solicitation & Information Statement 2014

Feb 9, 2014

LEOPARD RESOURCES NL ACN 009 076 233

NOTICE OF GENERAL MEETING

TIME : 10.00am (WST) DATE : 14 March 2014 PLACE : Kailis Boardroom Kailis Bros Fish Markets and Cafe Level 1 101 Oxford Street Leederville Western Australia 6007

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company on (+61 8) 9381 2517.

C O N T E N T S P A G E

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	12
Proxy Form	15

I M P O R T A N T I N F O R M A T I O N

TIME AND PLACE OF MEETING

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) 14 March 2014 in the Kailis Boardroom, Kailis Bros Fish Markets and Cafe, Level 1, 101 Oxford Street, Leederville, Western Australia 6007.

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 10:00am on 12 March 2014.

VOTING IN PERSON

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

VOTING BY PROXY

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

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

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

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

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

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

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

B U S I N E S S O F T H E M E E T I N G

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – APPROVAL TO ISSUE SHARES AND OPTIONS ON CONVERSION OF CONVERTING LOANS

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue 696,666,667 Shares and 696,666,667 options on conversion of converting loans in the amount of $1,045,000 in accordance with the terms and conditions set out in the Explanatory Statement.”

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

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2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES ON CONVERSION OF CONVERTING LOANS

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue 147,059,275 Shares on conversion of converting loans in the amount of $294,118.55 in accordance with the terms and conditions set out in the Explanatory Statement.”

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

3. RESOLUTION 3 – RATIFICATION OF PRIOR SHARE ISSUES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 23,805,719 Shares on the terms and conditions set out in the Explanatory Statement.”

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

4. RESOLUTION 4 – RATIFICATION OF PRIOR SHARE ISSUES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 111,940,725 Shares on the terms and conditions set out in the Explanatory Statement.”

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

5. RESOLUTION 5 – APPROVAL OF THE FUTURE PLACEMENT OF SHARES

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

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“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue up to 100,000,000 Shares at an issue price of not less than 80% of the average market price for the Shares on the ASX over the last 5 trading days on which sales in the Shares were recorded before the date of the proposed issue and otherwise on the terms and conditions set out in the Explanatory Statement.”

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

6. RESOLUTION 5 – ADOPTION OF NEW CONSTITUTION

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

“That the Company adopt the constitution tabled at the meeting and signed by the Chairman for the purposes of identification as its constitution in substitution for the present constitution of the Company (which is repealed), with effect from the close of the meeting.”

The purpose of this resolution is for shareholders to approve a new constitution that is consistent with the Australian regulatory requirements. The Company’s current constitution was adopted on 21 November 1995. Further background and information on this resolution are set out in the Explanatory Statement.

DATED: 7 F e b r u a r y 2 0 1 4

BY ORDER OF THE BOARD

MR DAMON SWEENY COMPANY SECRETARY

E X P L A N A T O R Y S T A T E M E N T

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

1. RESOLUTION 1 – APPROVAL TO ISSUE SHARES AND OPTIONS ON CONVERSION OF LOANS

1.1 General

To fund its operations, the Company raised $1,045,000 from sophisticated investors under one or more converting loan agreements ( Converting Loans ).

Subject to the receipt of Shareholder approval pursuant to Resolution 1, the funds advanced to the Company under the Converting Loans will be converted to Shares at an issue price $0.0015 per Share, together with one free attaching option for each Share issued.

Resolution 1 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of 696,666,667 Shares and 696,666,667 Options on conversion of the Converting Loans in the amount of $1,045,000.

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ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 1 will be to allow the Directors to issue the Shares and Options within the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s annual 15% placement capacity.

1.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of Shares and free attaching options:

• (a) the maximum number of securities to be issued upon conversion of the $1,045,000 Converting Loans is 696,666,667 Shares and 696,666,667 Options;

• (b) the deemed issue price will be $0.0015 per Share;

• (c) the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules;

• (d) the Shares and Options will be issued to sophisticated and professional investors, being the lenders under the Converting Loan. The subscribers are not related parties of the Company, and are listed in Schedule 1 below;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) for each Share issued, one free attaching unlisted Option will be issued with an exercise price of $0.005 and an expiry date of 5 September 2015; and otherwise on the terms and conditions shown in Schedule 3;

• (g) the Company has used the funds advanced under the Converting Loans to fund its Stage 1 and Stage 2 drilling campaigns at the Company’s Mission Cables project as announced to the ASX and otherwise for working capital;

• (h) The securities will be issued progressively.

1.3 Further Information Relating to Converting Loans

• (a) The loan funds are intended to be converted into 696,666,667 Shares and 696,666,667 Options, subject to the Company obtaining Shareholder approval to the Conversion of the issue of Shares and Options. At present the Converting Loans are a liability of the Company, repayable or convertible in accordance with their terms. Pursuant to the terms of the Converting Loans the lenders may at any time require immediate repayment of the Converting Loans. The Company has sought and obtained verbal agreement from each of the lenders that they will not seek repayment prior to shareholder approval at this general meeting.

Further key terms of the Converting Loans include:

• (i) Interest on the Converting Loan is to be computed on a daily basis on a year of 365 days;

• (ii) The rate of interest payable on the each Converting Loan is 10% per annum;

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• (iii) If Shareholder approval is not obtained, the Company must give the Lenders the option of converting immediately when the Company can in accordance with the ASX Listing Rules.

• (iv) At the option of the lender, all Converting Loans, interest on Converting Loans and all other money the payment of which forms part of the Converting Loans obligations shall become immediately due and payable by the Company to the lender notwithstanding any previous delay or waiver by the lender where a default event occurs. Events of default include (but are not limited to) the Company being in breach of any part of the Converting Loan and, if that default is capable of remedy, it is not remedied within 14 days of written notice of such default being given to the Company .

The lenders provided Converting Loans totalling $1,045,000 to the Company as set out in Schedule 1 below.

1.4 Use of Funds

The funds raised under the Converting Loans have been used to fund the resource drilling campaign at its Mission and Cables Project and otherwise for working capital.

1.5 Dilutionary Effect of Securities

The dilutionary effect of securities issue issued under these Converting Loan agreements is set out in Schedule 2 below.

2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES ON CONVERSION OF LOANS

2.1 General

To fund its operations, the Company has raised $294,118.55 from sophisticated investors under one or more Converting Loan agreements.

Subject to the receipt of Shareholder approval pursuant to Resolution 2, the funds advanced to the Company under the Converting Loans will be converted to Shares at an issue price $0.002 per Share.

Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of 147,059,275 Shares on conversion of the Converting Loans in the amount of $294,118.55.

A summary of ASX Listing Rule 7.1 and the effect of this resolution is set out in Section 1.1 above.

2.2 Technical information required by ASX Listing Rule 7.3

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

• (a) the maximum number of securities to be issued upon conversion of the $294,118.55 Converting Loans is 147,059,275 Shares;

• (b) the deemed issue price will be $0.002 per Share;

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• (c) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the Shares will be issued to sophisticated and professional investors, being the lenders under the Converting Loan. The subscribers are not related parties of the Company, and are set out in Schedule 1 below;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) the Company has used the funds advanced under the Converting Loans to fund its Stage 1 and Stage 2 drilling campaigns at the Company’s Mission Cables project as announced to the ASX and otherwise for working capital;

• (g) The securities will be issued progressively.

2.3 Further Information Relating to Converting Loans

• (b) The Converting Loan funds are intended to be converted into 147,059,275 Shares, subject to the Company obtaining Shareholder approval to the Conversion of the issue of Shares. At present the Converting Loans are a liability of the Company, repayable or Converting in accordance with their terms. Pursuant to the terms of the Converting Loans the lenders may at any time require immediate repayment of the Converting Loans. The Company has sought and obtained verbal agreement from each of the lenders that they will not seek repayment prior to shareholder approval at this general meeting.

Further key terms of the Converting Loans include:

• (i) Interest on the Converting Loan is to be computed on a daily basis on a year of 365 days;

• (ii) The rate of interest payable on the each Converting Loan is 10% per annum;

• (iii) If Shareholder approval is not obtained, the Company must give the Lenders the option of converting immediately when the Company can in accordance with the ASX Listing Rules.

• (iv) At the option of the Lender, all Converting Loans, interest on Converting Loans and all other money the payment of which forms part of the Converting Loans obligations shall become immediately due and payable by the Company to the Lender notwithstanding any previous delay or waiver by the Lender where a default event occurs. Events of default include (but are not limited to) the Company being in breach of any part of the Converting Loan and, if that default is capable of remedy, it is not remedied within 14 days of written notice of such default being given to the Company.

The lenders provided Converting Loans totalling $294,118.55 to the Company as set out in Schedule 1 below.

2.4 Use of Funds

The funds raised under the Converting Loans have been used for Stage 1 and Stage 2 drilling campaigns at the Company’s Mission Cables project as announced to the ASX and otherwise for working capital.

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2.5 Dilutionary Effect of Securities

The dilutionary effect of securities issue issued under these Converting Loan agreements is set out in Schedule 2 below.

3. RESOLUTION 3 – RATIFICATION OF PRIOR SHARE ISSUES

3.1 General

On 29 April 2013 the Company issued 23,805,719 Shares at an issue price of $0.003 per Share to raise $71,417 ( Placement ).

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

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

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

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

3.2 Technical information required by ASX Listing Rule 7.4

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

• (a) 23,805,719 Shares were issued;

• (b) the issue price was $0.003 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued to sophisticated investors. None of these subscribers are related parties of the Company; and

• (e) the funds were used for working capital.

4. RESOLUTION 4 – RATIFICATION OF PRIOR SHARE ISSUES

4.1 General

On 1 November 2013 the Company issued 111,940,725 Shares at an issue price of $0.002 per Share to raise $223,881 ( Placement ).

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

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A summary of ASX Listing Rule 7.4 and the effect of this resolution is set out in Section 3.1 above.

4.2 Technical information required by ASX Listing Rule 7.4

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

• (f) 111,940,725 Shares were issued;

• (g) the issue price was $0.002 per Share;

• (h) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (i) the Shares were issued to sophisticated investors. None of these subscribers are related parties of the Company; and

• (j) the funds were used for exploration at the Company’s Mission Cables prospect and for working capital.

5. RESOLUTION 5 – APPROVAL OF THE FUTURE PLACEMENT OF SHARES

• 5.1 General

The Company is seeking Shareholder approval to the proposed issue of up to 100,000,000 Shares so that this number is not included in the 15% calculation set out in ASX Listing Rule 7.1. A summary of ASX Listing Rule 7.1 is set out in Section 1.1. The effect of Resolution 5 will be to allow the Directors to issue the Shares pursuant to the future placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Information required by ASX Listing Rule 7.1

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

• (a) the maximum number of Shares which may be issued pursuant to Resolution 5 is 100,000,000 Shares;

• (b) the Shares will be issued progressively as the persons to whom securities will be issued are identified, however, no Shares will issued after the date which is three (3) months after the date of the Meeting (or later to the extent permitted by any ASX waiver of the ASX Listing Rules);

• (c) the issue price of the Shares proposed to be issued will not be less than 80% of the volume weighted average price of Shares on the ASX over the last 5 days on which sales in the Shares were recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed;

• (d) the persons to whom securities will be issued in respect of Resolution 5 are not, as yet, identifiable, but will likely be sophisticated and professional investors identified by the Company and the clients of any brokers appointed by the Company to manage the issue. The persons to whom securities will be issued will not be related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and the Company proposes to use the funds raised by the issue of the Shares pursuant to the

future placement as follows:

future placement as follows:
Description	Current Year
Programmed exploration and evaluation expenditure	60%
Evaluation of newprojects and interests1	15%
Administration	10%
WorkingCapital1	15%
TOTAL	100%

Note 1: Any funds not expended on the evaluation of new projects and interests will be included in the Company’s working capital budget.

6. RESOLUTION 6 - ADOPTION OF NEW CONSTITUTION

6.1 Regulatory Requirements

The Company’s current constitution was adopted on 21 November 1995. Significant changes in the law and market practice since that time have rendered significant parts of the current Constitution outdated. The Board has undertaken a full review of the Constitution and has formed the view that it was appropriate for the Company to adopt a new constitution that reflects current market practice and terminology, as well as current requirements of the Corporations Act and the ASX Listing Rules. Rather than making a large number of amendments to the Company's current Constitution to incorporate the necessary changes, the Board considers it simpler and more practical to replace the Company's current Constitution with the proposed new constitution.

The Resolution seeks Shareholder approval for the adoption of a new constitution in accordance with section 136 of the Corporations Act, which permits the Company to repeal its constitution and, by special resolution, adopt a new one. It is proposed that the Company's current Constitution be replaced to enable the Company to better function in accordance with its constituent documents, by:

• more closely aligning the Company's constitution with market practice; and

• clarifying and simplifying certain provisions in the Company's current Constitution.

If the Resolution is passed, the adoption of the proposed new constitution will become effective from the close of the General Meeting.

The new constitution is available for inspection at the Company’s office. A complete copy will be sent by mail or email to any shareholder who requests it. Requests for inspection or a copy should be directed to the Company at + 61 8 9381 2517 or info@leopardresources.com.au. A copy of the document is also available on the Company’s website at www.leopardresources.com.au.

The Resolution is a special resolution, which means that a vote to pass this Resolution is decided on a 75% majority of the votes cast by Shareholders entitled to vote.

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

7. ENQUIRIES

Shareholders are requested to contact Damon Sweeny on (+ 61 8) 9381 2517 if they have any queries in respect of the matters set out in these documents.

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G L O S S A R Y

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Company means Leopard Resources NL (ACN 009 076 233). Constitution

means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Converting Loan means a loan agreement by the Company with a party as listed in Schedule 1, made under the terms and conditions listed in 1 or 2 above.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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

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

Shareholder means a holder of a Share.

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

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SCHEDULE 1 – CONVERTING LOANS

Converting Loans the subject of Resolution 1
Willis Holdings-Maraval Investments LLC	$300,000
Orford Ellis LLC	$15,000
Maraval Investments LLC	$200,000
Bacchus Super P/L	$30,000
GregPin-Pin Super Fund	$20,000
Capetown Investments ATF Sinton Super Fund	$25,000
Petnol ATF Eastlake FamilySuper Fund	$10,000
PookyCorpATF Garfield FamilyTrust	$10,000
Conlie Sid Salvemini	$15,000
Greg& Jennifer Battle ATF The Battle Super Fund	$50,000
Omega Investments ATF Gamble Family	$25,000
Omega Investments ATF Gamble Super Fund	$25,000
NENI BUDI ASTUTIK	$20,000
Willis Holdings Ltd	$300,000
RESOLUTION 1 TOTAL	$1,045,000
Converting Loans the subject of Resolution 2
Kyle BradleyHaynes	$18,000
Photon Global Ltd	$276,119
RESOLUTION 2 TOTAL	$294,118.55

SCHEDULE 2 – DILUTIONARY EFFECT OF SECURITIES ISSUED ON CONVERSION OF LOANS

Total Shares currently on issue	1,095,689,290		100%
		Number of Options	Dilutionary effect1
Scenario	Number of Shares
Other securities currently on issue
Options ($0.01; 30/06/2014) currently on issue on conversion		304,355,841	28%
Converting Loans the Subject of Resolution 1
Shares on issue on conversion	696,666,667		64%
Shares and Options issue on Conversion (Option terms set out in Section 1 above)	696,666,667	696,666,667	127%
Converting Loans the Subject of Resolution 2
Shares on issue on conversion	147,059,275		13%
Note 1 – This column shows the dilutionary effect of the issue of new ordinary shares for that individual class of security described in the scenario column on that row. The percentage shown is the extra percentage issued in that scenario on top of the total Shares currently on issue (1,095,689,290). The effect shown is not the cumulative effect which would be realised if all securities shown in this table were converted and/or exercised.

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S C H ED U L E 3 –

T ER M S

A N D C O N D I T I O N S O F O P T I O N S

The options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each option gives the option holder the right to subscribe for one Share.

• (b) The options will expire at 5.00pm (WST) on 5 September 2015 ( Expiry Date ). Any option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each option will be $0.005 ( Exercise Price ).

• (d) The options held by each option holder may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.

• (e) An option holder may exercise their options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of options specifying the number of options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of options being exercised;

• ( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will issue the number of Shares required under these terms and conditions in respect of the number of options specified in the Exercise Notice.

• (h) The Options are not transferable.

• (i) All Shares issued upon the exercise of options will upon issue rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the options on ASX. However, The Company will apply for quotation of all Shares issued pursuant to the exercise of options on ASX within 10 Business Days after the date of issue of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

• (m) An option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the option can be exercised .

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PROXY FORM ANNUAL GENERAL MEETING

I/We of being a member of Leopard Resources NL entitled to attend and vote at the Annua General Meeting, hereby Appoint Name of proxy OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10:00am WST, on 14 March 2014 in the Kailis Boardroom, Kailis Bros Fish Markets and Cafe, Level 1, 101 Oxford Street, Leederville, Western Australia 6007, and at any adjournment thereof.

Voting on Business of the Annual General Meeting

ORDINARY RESOLUTIONS	FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN
Resolution 1 – Issue Shares And Options On Conversion Of Converting Loans
Resolution 2 – Issue Shares On Conversion Of Converting Loans
Resolution 3 – Ratification Of Prior Share Issues
Resolution 4 – Ratification Of Prior Share Issues
Resolution 5 – Approval Of The Future Placement Of Shares
SPECIAL RESOLUTION
Resolution 6 – Adoption Of New Constitution

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

Contact EMAIL: ___________

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LEOPARD RESOURCES NL

ABN 99 009 076 233

INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

1. ( Appointing a Proxy ): A member entitled to attend and cast a vote at an Annual General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member may appoint a second proxy to attend and vote on their behalf at the meeting. However, where both proxies attend the meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Leopard Resources NL, PO Box 8, West Perth, Western Australia 6872; or

• (b) facsimile to the Company on facsimile number +61 8 9381 5853; or

• so that it is received not less than 48 hours prior to commencement of the Meeting. Proxy forms received later than this time will be invalid.

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