GROUP 6 METALS LIMITED — AGM Information 2012

Oct 18, 2012

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of members of King Island Scheelite Limited ABN 40 004 681 734 (Company) will be held at Suite 1 Level 25 Suncorp Place 259 George Street Sydney NSW 2000, commencing 2.00pm Sydney time on Wednesday 21[st] November 2012.

NOTICE OF ANNUAL GENERAL MEETING ...................................................................................................................... 1	NOTICE OF ANNUAL GENERAL MEETING ...................................................................................................................... 1
ITEMS OF GENERAL BUSINESS ....................................................................................................................................... 3
1.	ACCOUNTS AND REPORTS ..................................................................................................................................... 3
2.	ADOPTION OF THE REMUNERATION REPORT ..................................................................................................... 3
3.	ELECTION OF DIRECTOR - MORRITT ..................................................................................................................... 3
4.	ELECTION OF DIRECTOR - BIRD ............................................................................................................................. 4
ITEMS OF SPECIAL BUSINESS ......................................................................................................................................... 4
5.	APPROVAL OF 10% PLACEMENT FACILITY ........................................................................................................... 4
6.	VOTING RIGHTS AND PROXIES ............................................................................................................................... 4
7.	DATE FOR DETERMIING HOLDERS OF SHARES ................................................................................................... 5
EXPLANATORY NOTES ...................................................................................................................................................... 6
1.	FINANCIAL REPORTS ............................................................................................................................................... 6
2.	REMUNERATION REPORT ....................................................................................................................................... 6
3.	ELECTION OF A DIRECTOR RETIRING BY ROTATION .......................................................................................... 6
4.	ELECTION OF A DIRECTOR APPOINTED TO FILL A CASUAL VACANCY ............................................................ 7
5.	APPROVAL OF 10% PLACEMENT FACILITY ........................................................................................................... 8
6.	GLOSSARY ............................................................................................................................................................... 12
7.	REGISTERED OFFICE ............................................................................................................................................. 12
PROXY FORM .................................................................................................................................................................... 13
APPOINTMENT OF CORPORATE REPRESENTATIVE .................................................................................................. 15

Refer to the Explanatory Notes for further information on the proposed resolutions.

Date: Friday, 19 October 2012

By order of the Board of King Island Scheelite Limited

Ian Morgan Company Secretary

King Island Scheelite Limited ABN 40 004 681 734

Suite 1, Level 25 259 George Street Sydney NSW 2000 GPO Box 5154 Sydney NSW 2001

Telephone (02) 8622 1400 Facsimile (02) 8622 1401 www.kingislandscheelite.com.au

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ITEMS OF GENERAL BUSINESS

1. ACCOUNTS AND REPORTS

To receive and consider the financial statements and reports of the Company for the year ended 30th June 2012.

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

The statutory annual report is available for members to access and download from www.kingislandscheelite.com.au

If you would like to receive a hard copy of the statutory annual report free of charge you can contact King Island Scheelite Limited by telephoning (02) 8622 1400.

2. ADOPTION OF THE REMUNERATION REPORT

Resolution 1

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

“That the Company adopt the Remuneration Report for the financial year ended 30[th] June 2012.”

Notes:

• This Resolution is advisory only and does not bind the Company or the directors.

• The directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

• The Chairman of the Meeting intends to vote all available proxies in favour of adopting the Remuneration Report.

• If 25% or more votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors must go up for re-election.

3. ELECTION OF DIRECTOR - MORRITT

Resolution 2

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

“That Robin Morritt, a director retiring from office and eligible to be re-elected, be and is hereby elected as a director of the Company.”

Notes:

• Dr Morritt has consented to be re-elected a director of the Company.

• The non-candidate directors unanimously support the re-election of Dr Robin Morritt.

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• The Chairman of the Meeting intends to vote all available proxies in favour of Dr Robin Morritt’s reelection.

4. ELECTION OF DIRECTOR - BIRD

Resolution 3

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

That Simon Bird a director appointed to fill a casual vacancy since the last annual general meeting and eligible to be re-elected, be and is hereby elected as a director of the Company.

Notes:

• Mr Bird has consented to be re-elected a director of the Company.

• The non-candidate directors unanimously support the re-election of Mr Bird.

• The Chairman of the Meeting intends to vote all available proxies in favour of Mr Simon Bird’s reelection.

ITEMS OF SPECIAL BUSINESS

5. APPROVAL OF 10% PLACEMENT FACILITY

Resolution 4

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

“That for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities 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 and on the terms and conditions in the Explanatory Notes.”

The Chairman of the Meeting intends to vote all available proxies in favour of approving the 10% placement facility.

6. VOTING RIGHTS AND PROXIES

• A member entitled to attend and vote at the meeting has a right to appoint a proxy.

• This appointment may specify the proportion or number of votes that the proxy may exercise.

• The proxy need not be a member of the Company.

• A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes that each proxy may exercise, each proxy may exercise half of the votes.

HOW THE CHAIRMAN OF THE MEETING WILL VOTE UNDIRECTED PROXIES

The Chairman of the Meeting will vote all available proxies in favour of all proposed resolutions

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VOTING EXCLUSIONS

Resolution 1

The Company will disregard any votes cast on Resolution 1 (remuneration report):

• by or on behalf of a member of the Key Management Personnel whose remuneration is disclosed in the Remuneration Report and any Closely Related Party of such a member; or

• as a proxy by a member of the Key Management Personnel or a Closely Related Party of such a member

unless the vote is cast as a proxy for a person who is entitled to vote on Resolution 1:

• in accordance with their directions of how to vote on the Proxy Form; or

• by the Chairman of the Meeting pursuant to an express authorization on the Proxy Form.

Resolution 4

The Company will disregard any votes cast on Resolution 4 (approval of 10% placement facility) by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

LODGING YOUR PROXY

Proxies must be sent by:

• Hand delivery to the Company’s registered office at Suite 1 Level 25 Suncorp Place 259 George Street Sydney NSW 2000;

• Post to King Island Scheelite Limited, GPO Box 5154 Sydney NSW 2001; or

• Facsimile to King Island Scheelite Limited on facsimile number +61 2 8622 1401,

so that it is received not later than 2.00pm Sydney time, Monday 19[th] November 2012.

7. DATE FOR DETERMIING HOLDERS OF SHARES

For the purposes of regulation 7.11.37 of the Corporations Act and ASX Settlement Operating Rule 5.6.1, the Directors have set 2.00pm Sydney time Monday 19th November 2012 as the time and date to determine holders of the Company’s ordinary fully paid shares for the purposes of the Annual General Meeting.

Share transfers registered after that deadline will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

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EXPLANATORY NOTES

1. FINANCIAL REPORTS

The Financial Statements, Directors’ Report and Auditor’s Report for the Company for the year ended 30[th] June 2012 will be laid before the meeting. There is no requirement for shareholders to approve these reports. However, the Chairman of the Meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the management of the Company.

Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the content of the Auditor’s Report.

2. REMUNERATION REPORT

The Remuneration Report of the Company for the financial year ended 30[th] June 2012 is set out in the Company’s 2012 Annual Report which is available on the Company’s website www.kingislandscheelite.com.au

The Remuneration Report sets out the Company’s remuneration arrangements for directors and CEO. The Chairman of the meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the Remuneration Report at the meeting. In addition, shareholders will be asked to vote on the Remuneration Report.

The resolution is advisory only and does not bind the Company or its directors. The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies. Under the Corporations Act 2001, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors must go up for re-election.

The Company encourages all shareholders to cast their votes on Resolution 1 (Remuneration Report). Shareholders not attending the meeting may use the enclosed Proxy Form to lodge their vote by appointing a Proxy. Any undirected proxies held by the Chairman of the Meeting, other directors or other Key Management Personnel or any of their Closely Related Parties will not be voted on Resolution 1 (Remuneration Report), unless the vote is cast by the Chairman of the Meeting pursuant to an express authorization on the Proxy Form made by a Shareholder who is entitled to vote on Resolution 1.

Key management personnel of the Consolidated Entity are the directors of the Company, the Chief Executive Officer, and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s Key Management Personnel for the financial year to 30[th] June 2012. Their Closely Related Parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control. If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Remuneration Report) by marking either “For”, “Against” or “Abstain” on the Voting Form for that item of business.

3. ELECTION OF A DIRECTOR RETIRING BY ROTATION

Under ASX Listing Rule 14.4, a director must not hold office without re-election past the third annual general meeting following the director’s appointment or three years, whichever is longer. A director who retires in accordance with these requirements is eligible for re-election.

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Rule 16.1 of the Company’s constitution requires that at every annual general meeting, one third of the Directors (other than any Managing Director) or, if their number is not a multiple of 3, then the number nearest to but not less than one third must retire from office. A Director (other than a Director who is a Managing Director) must retire from office at the conclusion of the third annual general meeting after which the Director was elected or re-elected. A Retiring Director retains office until the dissolution or adjournment of the meeting at which the Retiring Director retires.

Rule 16.2 of the Company’s constitution requires that the Directors to retire are the Directors or Director longest in office since last being elected.

Accordingly, Dr Robin Morritt is due to retire at the end of the meeting and offers himself for re-election to the Board.

Robin F C Morritt Non-Executive Director, BA Hons (Macquarie NSW Australia), MS (Stanford CA USA), PhD (Queen’s Ontario Canada), FAusIMM, Chartered Professional Geologist, FAIG, FSEG (appointed 24[th] May 2005) an exploration geologist with over 30 years experience.

Robin worked with the former Western Mining Corporation Ltd in Australia, the USA and Brazil and with Pacific-Nevada Mining Pty Ltd (then a wholly owned subsidiary of Franco-Nevada Mining Ltd) in Australia. Robin was a founding director (including Managing Director and Chairman) of ASX-listed ReLODE Limited (subsequently renamed Integra Mining Limited) for the period January 2001 to March 2004. Robin was a founding director of Australian Tungsten Pty Ltd (ATPL) that secured the King Island scheelite asset. ATPL was vended into ASX-listed GTN Resources Ltd and renamed King Island Scheelite Ltd. Robin co-founded Pleiades Resources Pty Ltd in 2007.

4. ELECTION OF A DIRECTOR APPOINTED TO FILL A CASUAL VACANCY

Rule 13.2 of the Company’s constitution provides that the Board has the power at any time to appoint any person as a Director, either to fill a casual vacancy or as an addition to the Board. Any Director appointed under this rule may hold office only until the next annual general meeting of the Company and is then eligible for election at that meeting but is not to be taken into account in determining the number of Directors who are to retire by rotation at the meeting.

Accordingly, Mr Bird holds office only until the end of the meeting and offers himself for re-election to the Board.

Simon Bird B.Compt (University of South Africa), B.Compt (Hons) (University of South Africa), FCPA, FAICD

Mr Bird joined King island Scheelite Limited as Chief Executive Officer in January 2009. He is a NonExecutive Director of ASX listed company Mount Gibson Iron Limited and Chair of their Audit Committee He is also a Non-Executive Director of Metals Finance Limited and Chair of their Audit Committee and a former director of the Board of CPA Australia Limited.

His 30 year professional career in Australia, Africa and Europe includes six years with PricewaterhouseCoopers and time in the resources, financial services, property, infrastructure and agricultural sectors. Time in Australia includes roles as Chief Financial Officer with Stockland Limited, Graincorp Limited and the Wizard Mortgage Corporation. He is also a Fellow of the Australian Institute of Company Directors (FAICD) and a Fellow of CPA Australia (FCPA).

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5. APPROVAL OF 10% PLACEMENT FACILITY

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. An eligible entity for the purposes of Listing Rule 7.1A is an entity that:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a market capitalisation of $300 million or less (excluding restricted securities and securities quoted on a deferred settlement basis).

The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2. Further information is set out in section (c) below.

The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Description of Listing Rule 7.1A

• (a) Shareholder Approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

• (b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. At the date of the Notice, the Company only has quoted shares on issue and no quoted options or convertible securities.

• (c) Formula for calculating 10% Placement Facility

• Listing Rule 7.1A.2 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:

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

• (ii) plus the number of partly paid shares that become fully paid in the 12 months; (iii) 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;

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

Note that A 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 the 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.

Number of Shares on Issue

At the date of the Notice, the Company has a total of 96,537,291 Shares on issue.

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price (VWAP) of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

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

• (b) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires the earlier to occur of:

• (a) the date that is 12 months after the date of the annual general meeting at which approval is obtained; or

• (b) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main understanding),

or such longer period if allowed by ASX ( 10% Placement Period ).

Specific Information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Facility:

• (a) the Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:

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

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of options, only if the options are exercised). There is a risk that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity 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

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

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

	Variable ‘A’ in Listing Rule 7.1A.2					Variable
			Number of Shares examples		50% decrease in Issue Price	Issue Price	100% Increase in Issue Price
		Issue price examples			$0.036	$0.071	$0.142
	Current Variable A		96,537,291	10% Voting Dilution	9,653,729	9,653,729	9,653,729
				Funds raised	$347,534	$685,415	$1,370,830
	50% increase in Current Variable A		144,805,937	10% Voting Dilution	14,480,594	14,480,594	14,480,594
				Funds raised	$521,301	$1,028,122	$2,056,244
	100% increase in Current Variable A		193,074,582	10% Voting Dilution	19,307,458	19,307,458	19,307,458
				Funds raised	$695,068	$1,370,830	$2,741,659

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

(ii) No options (including any options issued under the 10% Placement Facility) are exercised before the date of the issue of the Equity Securities;

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• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

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

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes options, it is assumed that those options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (vii) The issue price is $0.071, being the closing price of the Shares on the ASX on 17[th] October 2012.

• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of the Equity 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 or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) non-cash consideration for the acquisition of new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to allocate the funds towards additional working capital while the Company progresses development funding for the Dolphin Project.

The Company will comply with the disclosure obligations under the Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities. The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility.

The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

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

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

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

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

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be vendors of the new resources assets or investments.

• (e) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

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• (f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

6. GLOSSARY

• AGM or Annual General Meeting means the annual general meeting to commence 2.00pm Sydney time on Wednesday 21[st] November 2012 and notified to the Company’s Shareholders by this Notice.

• Associate has the meaning given to that term in Part 1.2, Division 2 of the Corporations Act.

• ASX means ASX Limited ABN 98 008 624 691.

• ASX Listing Rules means the official listing rules issued and enforced by the ASX, as amended from time to time, and Listing Rules has a corresponding meaning.

• Board or Board of Directors means the board of Directors of the Company.

• Closely Related Party of a member of the Key Management Personnel means:

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

• (b) a child of the member’s spouse;

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

• (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 dealing with the entity;

• (e) a company the member controls; or

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

• Company means King Island Scheelite Limited (ABN 40 004 681 734).

• Consolidated Entity means the Company together with all the entities it is required by the accounting standards to include in consolidated financial statements.

• Constitution means the constitution of the Company, as amended from time to time.

• Corporations Act 2001 means the Corporations Act 2001 (Commonwealth) as amended from time to time.

• Equity Securities has the same meaning as in the ASX Listing Rules.

• Explanatory Notes means the notes included in the Notice which convened this meeting.

• Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Consolidated Entity, directly or indirectly, including any director (whether executive or otherwise) of the Company.

• Notice means this notice of Annual General Meeting.

• Remuneration Report means the remuneration report which forms part of the Directors’ Report of the Company for the financial year ended 30[th] June 2012 and which is set out in the 2012 Annual Report.

• Share means a fully paid ordinary share in the issued capital of the Company and Shares has a corresponding meaning.

• Shareholder means shareholder of the Company and Shareholders has a corresponding meaning.

• Trading Day means a day determined by the ASX to be a trading day, notified to market participants, and otherwise as defined by the ASX Listing Rules .

7. REGISTERED OFFICE

King Island Scheelite Limited ABN: 40 004 681 734 Suite 1 Level 25 Suncorp Place 259 George Street Sydney NSW 2000 Telephone: +61 2 8622 1400 Facsimile: + 61 2 8622 1401 www.kingislandscheelite.com.au

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PROXY FORM

I/We, (name / address)

being a member/s of King Island Scheelite Limited ABN 40 004 681 734 (“Company”) hereby appoint

(name / address)

or failing him or her the Chairman of the Meeting [1] as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at Suite 1 Level 25 Suncorp Place 259 George Street Sydney NSW 2000, commencing at 2.00pm Sydney time on Wednesday 21st November 2012, and at any adjournment of that meeting.

1 If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each item of business. The Directors, Chief Executive Officer, and other Key Management Personnel of the Consolidated Entity and their Closely Related Parties (see the Notice of Meeting and overleaf) will not cast any votes in respect of Resolution 1 (Remuneration Report) that arise from undirected proxies that they hold. The Chairman of the Meeting intends to vote all available proxies in favour of all Resolutions.

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote 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 resolutions. Votes cast by the Chairman of the Meeting for the 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 of the Meeting will not cast your votes on the resolutions and your votes will not be counted in calculating the required majority if a poll is called on the resolutions. I/we authorize the Chairman of the Meeting to vote on Resolution 1 in accordance with his/her intentions as set out in the Notice of Meeting and this form (except where I/we have indicated a different voting intention by marking the voting boxes). I/we acknowledge that the Chairman of the Meeting may exercise my/our proxy in relation to Resolution 1, even though Resolution 1 is connected directly or indirectly with the remuneration of members of Key Management Personnel of the Consolidated Entity.

If you do not mark this box and you do not direct the Chairman of the Meeting how to vote on Resolution 1, the Chairman of the Meeting will NOT cast any vote in respect of Resolution 1 that arise from undirected proxies.

If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in computing the required majority on a poll.

This proxy is to be used in respect of all / % ( number ) of the Ordinary Shares I / we hold.

I/We instruct my/our proxy to vote as follows (the resolutions are numbered as in the Notice of Annual General Meeting):

For Against Abstain

To consider and, if thought fit, to pass, with or without amendment, the following resolutions as ordinary resolutions: Resolution 1: To adopt the Remuneration Report. Resolution 2: To elect Robin Morritt as a Director of the Company. Resolution 3: To elect Simon Bird as a Director of the Company. Resolution 4: To approve 10% Placement Facility.

Dated: ________2012

Individuals and joint holders Companies (affix common seal if appropriate)

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Signature Director
Signature Director/Company Secretary
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Instructions for Completing Proxy Form

1. A member entitled to attend and vote at a Meeting is entitled to appoint a proxy to attend and vote on behalf of that member.

2. 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. 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 one item, your vote on that item will be invalid.

3. Any undirected proxies held by the Chairman of the Meeting, other directors or other Key Management Personnel or any of their Closely Related Parties will not be voted on Resolution 1 (Remuneration Report), unless the vote is cast by the Chairman of the Meeting pursuant to an express authorization on the Proxy Form made by a Shareholder who is entitled to vote on Resolution 1.

4. Key management personnel of the Consolidated Entity are the directors of the Company, the Chief Executive Officer, and those other persons having authority and responsibility for planning, directing and controlling the activities of the Consolidated Entity, directly or indirectly. The Remuneration Report identifies the Consolidated Entity’s Key Management Personnel for the financial year to 30[th] June 2012. Their Closely Related Parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control.

5. A duly appointed proxy need not be a member of the Company. This form should be signed by the member. If a joint holding, either member may sign. If signed by the member’s attorney, the power of attorney must have been previously noted by the Company or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the member’s constitution and the Corporations Act 2001.

6. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act 2001. Section 127 of the Corporations Act 2001 provides that a company may execute a document without using its common seal if the document is signed by:

7. directors of the company;

8. a director and a company secretary of the company; or

9. for a proprietary company that has a sole director who is also the sole company secretary – that director.

10. For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act 2001, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

11. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

12. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

13. To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form by:

14. Hand delivery to the Company’s registered office at Suite 1 Level 25 Suncorp Place 259 George Street Sydney NSW 2000;

15. Post to King Island Scheelite Limited, GPO Box 5154 Sydney NSW 2001; or

16. Facsimile to King Island Scheelite Limited on facsimile number +61 2 8622 1401,

so that it is received not later than 2.00pm Sydney time, Monday 19th November 2012.

Proxy forms received later than this time will be invalid.

1. Chapter 2C of the Corporations Act 2001 requires information about you as a member (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. You can access your personal information by contacting the Company at the address or telephone number shown on this form.

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APPOINTMENT OF CORPORATE REPRESENTATIVE

Pursuant to Section 250D of the Corporations Act 2001

________ ( ABN / ACN/ARBN ) ______ (Insert name of Shareholder/Body Corporate & ACN/ARBN)

Hereby Authorises

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(Insert name of appointee)

• (*) 1. To act as the Company’s representative at all General Meetings of King Island Scheelite Limited (ABN 40 004 681 734).

• (*)2. To act as the Company’s Representative at the Annual General Meeting to be held at 2.00pm Sydney time on Wednesday 21st November 2012 and any adjournment thereof.

Dated this ____ day of _______ 2012

Executed by the corporation in accordance with its Constitution/Section 127 of the Corporations Act 2001 in the presence of:

• () Director () Sole Director & Sole Secretary

(*) Director/Secretary

Affix Common Seal here (optional)

(*) Delete if not applicable

This authority may be sent to the registered office or share registry office of the Company in advance of the meeting as set out in the Notice of Annual General Meeting which this appointment accompanies or handed in at the Annual General Meeting when registering as a company representative. In either case, the authority will be retained by the Company.

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