HASTINGS TECHNOLOGY METALS LTD - AGM Information 2016

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HASTINGS TECHNOLOGY METALS LIMITED ACN 122 911 399

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.30 am

DATE : 28 November 2016

PLACE : Boardroom of Mills Oakley Level 2, 225 St Georges Terrace, Perth WA 6000

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 2) 9078 7671.

CONTENTS PAGE
Business of the Meeting (setting out the proposed resolutions)	3
Voting Exclusions	7
Explanatory Statement (explaining the proposed resolutions)	9
Glossary	22
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.30 am on 28 November 2016 at:

Boardroom of Mills Oakley, Level 2, 225 St Georges Terrace, Perth WA 6000

YOUR VOTE IS IMPORTANT

The business of the Annual 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 Annual General Meeting are those who are registered Shareholders at 10.30am on 26 November 2016.

VOTING IN PERSON

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

VOTING BY PROXY

A Shareholder can attend and vote at the Meeting and is entitled to appoint not more than 2 proxies. The appointment of one or more proxies will not preclude a Shareholder from attending and voting at the Meeting.
A proxy need not be a shareholder of Hastings.
A proxy may be either an individual or a body corporate. If you wish to appoint a body corporate as your proxy, you must specify on the proxy form:
the full name of the body corporate appointed as proxy; and
the full name or title of the individual representative of the body corporate at the meeting.
Where 2 proxies are appointed, each proxy may be appointed to represent a specified proportion or number of the voting rights of the Shareholder and neither proxy is entitled to vote on a show of hands if more than one proxy attends. If you wish to appoint 2 proxies, ensure you complete the relevant section on the proxy form.

If your proxy chooses to vote, he/she must vote in accordance with your directions. If you have directed your proxy to vote, and they fail to attend the meeting or they choose not to vote on a poll, then the Chairman of the meeting will vote your proxies as directed by you.
If you do not mark a box, your proxy may vote as they choose on that item. However, if you intend to appoint a member of the Key Management Personnel as your proxy, please ensure that you direct them how to vote on resolutions 1, and 5 through 8.
If the Chairman of the meeting is your proxy (or he becomes your proxy by default), you will be taken to have expressly authorised him to exercise your proxy in relation to resolution 1 (Adoption of the Remuneration Report) and Resolutions 5 through 8 (Issue of Performance Rights to Directors) even though the Chairman is, and those items are, connected directly or indirectly with the remuneration of a director or member of the key management personnel of the Hastings Group. Shareholders will be informed of the proxy position and the manner in which the Chairman intends to vote undirected proxies at the meeting.
Completed proxy forms (together with any authority under which the proxy was signed or a certified copy of the authority) must be returned before 10.30am on 26 November 2016 in one of the following 2 ways:
By mail to : Security Transfer Australia Pty Ltd PO Box A2020, South Sydney NSW 1235
By email: [email protected]
Facsimile: +61 8 9315 2233

At the meeting, the Chairman will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the management of the Company and on the Remuneration Report. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor, HLB Mann Judd, questions about the content of its report, and the conduct of its audit of the Company, for the year.

By order of the Board

Guy Robertson Company Secretary Hastings Technology Metals Limited 26 October 2016

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2016.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ANTHONY HO

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Anthony Ho, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR JEAN CLAUDE STEINMETZ

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr Jean Claude Steinmetz, who was appointed as a Director on 25 July 2016, is re-elected as a Director.”

SPECIAL BUSINESS

5. RESOLUTION 4 – APPROVAL OF EXECUTIVE PERFORMANCE RIGHTS PLAN

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

"That, for the purposes of ASX Listing Rule 7.2 Exception 9(b) and all other purposes, Shareholders approve the Executive Performance Rights Plan, and the grant of performance rights and issue of Shares on vesting of performance rights under the Executive Performance Rights Plan, on the terms and conditions set out in the Explanatory Memorandum”.

6. RESOLUTION 5 – ISSUE OF PERFORMANCE RIGHTS TO NON EXECUTIVE DIRECTOR – MR ANTHONY HO

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the grant to Anthony Ho of up to a maximum of 2,500,000 million performance rights and the issue of Shares to him on the vesting of those performance rights, pursuant to the Company’s Executive Performance Rights Plan and in accordance with the terms and conditions summarised in the Explanatory Memorandum.”

7. RESOLUTION 6 – ISSUE OF PERFORMANCE RIGHTS TO NON EXECUTIVE DIRECTOR – MR MALCOLM MASON

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the grant to Malcolm Mason of up to a maximum of 2,500,000 million performance rights and the issue of Shares to him on the vesting of those performance rights, pursuant to the Company’s Executive Performance Rights Plan and in accordance with the terms and conditions summarised in the Explanatory Memorandum.”

8. RESOLUTION 7 – ISSUE OF PERFORMANCE RIGHTS TO EXECUTIVE DIRECTOR – CHARLES LEW

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the grant to Charles Lew of up to a maximum of 10,000,000 million performance rights and the issue of Shares to him on the vesting of those performance rights, pursuant to the Company’s Executive Performance Rights Plan and in accordance with the terms and conditions summarised in the Explanatory Memorandum.”

9. RESOLUTION 8 – ISSUE OF PERFORMANCE RIGHTS TO NON-EXECUTIVE DIRECTOR – JEAN CLAUDE STEINMETZ

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the grant to Jean Claude Steinmetz of up to a maximum of 2,500,000 million performance rights and the issue of Shares to him on the vesting of those performance rights, pursuant to the Company’s Executive Performance Rights Plan and in accordance with the terms and conditions summarised in the Explanatory Memorandum.”

10. RESOLUTION 9 – APPROVAL OF PLACEMENT CAPACITY

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

"That, for the purposes of ASX Listing Rule 7.1A and all other purposes, approval is given for the Company to allot and issue Equity Securities up to 10% of the Company’s issued share capital (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

DATED: 26 OCTOBER 2016

BY ORDER OF THE BOARD

GUY ROBERTSON COMPANY SECRETARY

VOTING EXCLUSION STATEMENTS

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on the Resolutions by the following persons:

by the following persons:
RESOLUTION	PERSONS EXCLUDED FROM VOTING
1. Remuneration Report	 A member of the key management personnel (KMP), details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2016; or  Acloselyrelated party ofaKMP¹
4. Approval of Executive Performance Rights Plan	 A vote in respect of Resolution 6 must not be cast (in any capacity) by or on behalf of any of the following persons:  Any director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the entity); and  Any of their respective Associates; and  A member of the Key Management Personnel and closely related parties of such members.
5. Approval to issue Performance Rights to Mr Anthony Ho	 Mr Anthony Ho  Any of his associates
6. Approval to issue Performance Rights to Mr Malcolm Mason	 Mr Malcolm Mason  Any of his associates
7. Approval to issue Performance Rights to Mr Charles Lew	 Mr Charles Lew  Any of his associates
8. Approval to issue Performance Rights to Mr Jean Claude Steinmetz	 Mr Jean Claude Steinmetz  Any of his associates
9. Approval of Placement Capacity	 Any person who may participate in the proposed issue;  Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and  Any oftheir respective associates.

However, the Company need not disregard a vote if:

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
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.

¹A closely related party of a member of the key management personnel means any of the following:

a spouse, child or dependent of the member;
a child or dependent of the member's spouse;
anyone else who is one of the member's family and may be expected to influence, or be influenced by, the member in the member's dealings with the Company;
a company the member controls; or
a person prescribed by regulations (as at the date of this notice of meeting, no additional persons have been prescribed by regulation).

EXPLANATORY MEMORANDUM

This Explanatory Memorandum 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. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.hastingstechmetals.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

If at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2017 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company's 2017 annual general meeting. All of the Directors who were in office when the Company's 2017 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or reelection as Directors is approved will be the Directors of the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2016.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

2.2 Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

2.3 Directors’ Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that Shareholders vote in favour of this resolution.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ANTHONY HO

3.1 General

Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

The Company currently has 4 Directors one of which must retire, and one of which is up for re-election having been appointed on 25 July 2016.

Mr Anthony Ho, the Director longest in office since his last election, retires by rotation and seeks re-election.

A brief profile of Mr Anthony Ho is set out in the Annual Report.

3.2 Directors’ Recommendation

The Board (other than Mr Anthony Ho) recommends that Shareholders vote in favour of this resolution.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR JEAN CLAUDE STEINMETZ

4.1 General

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Jean Claude Steinmetz will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election.

A brief profile of Mr Claude Steinmetz is set out in the Annual Report.

4.2 Directors’ Recommendation

The Board (other than Mr Jean Claude Steinmetz) recommends that Shareholders vote in favour of this resolution.

SPECIAL RESOLUTION

5.0 RESOLUTION 4 – APPROVAL OF EXECUTIVE PERFORMANCE RIGHTS PLAN

5.1 Background

Resolution 5 seeks Shareholder approval to adopt the executive performance rights plan ( EPRP or Plan ) as summarised in the Explanatory Memorandum, and for the grant of rights and issue of securities under the EPRP. The EPRP was first approved by shareholders of the Company at the Annual General Meeting held on 30 November 2012. The EPRP allows the Board to grant performance rights to eligible participants in accordance with the terms and conditions set out in the EPRP ( Performance Rights ). Performance Rights will be part of an eligible employee’s remuneration by the Company.

The purpose of the EPRP is to provide incentives for eligible employees, with the aim being to drive long term performance for all Shareholders by fostering a culture of employee share ownership and retention of key employees.

ASX Listing Rule 7.1 restricts the number of securities a listed entity can issue without shareholder approval. However, ASX Listing Rule 7.2 sets out a number of exceptions to ASX Listing Rule 7.1. ASX Listing Rule 7.2 Exception 9(b) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if within three years before the date of issue holders of ordinary securities have approved the issue of securities under the employee incentive scheme as an exception to ASX Listing Rule 7.1.

The Company has issued the following Performance Rights under the EPRP.

Grantee	Number Granted	Date Granted	Date Issued	Number Issued
Charles Lew	5,000,000	12 December 2014	5 September 2016	2,500,000
Anthony Ho	2,000,000	12 December 2014	5 September 2016	1,000,000
Malcolm Mason	2,000,000	12 December 2014	5 September 2016	1,000,000
Guy Robertson	500,000	12 December 2014	5 September 2016	250,000
Andrew Border	500,000	12 December 2014	14 October 2015 and 14 June 2016	500,000
Charles Tan	750,000	14 June 2016	Performance period still current	N/A

In summary 10,750,000 Performance Rights have been issued, 5,250,000 have vested and ordinary shares issued, 4,750,000 have lapsed and 750,000 are current.

A summary of the EPRP is provided below. Capitalised terms used in the following summary are as defined in the Explanatory Memorandum or in the Glossary.

5.2 EPRP summary

Eligibility

The Board, or a delegation of the Board ( Plan Committee ) may make offers to eligible executives to be granted Performance Rights in accordance with the Plan. To be eligible to be issued Performance Rights, a person must be a full or part time employee, contractor or consultant (approved by the Board) of Hastings or any subsidiary of Hastings or a Director ( Eligible Participant ). On the issue of a Performance Right to an Eligible Participant, the Eligible Participant becomes a participant ( Participant ). Participants will be able to exercise Performance Rights in order to have Shares issued to them.

Offer

No Performance Rights may be issued to a person under the Plan unless the person remains an Eligible Participant as at the date of issue.

The Board, or Plan Committee, will determine:

(a) the number of Performance Rights to be offered to an Eligible Participant;

(b) the exercise price (if any) which the holder of a Performance Right must pay to the Company upon its exercise ( Exercise Price );

(c) the performance conditions applicable to each Performance Right that must be satisfied before a Performance Right may vest (Performance Condition);

(d) the period for satisfaction of the Performance Conditions ( Performance Period ); and

(e) any exercise conditions in respect of a Performance Right.

The Board, or Plan Committee, has the discretion to reduce or waive any exercise conditions attaching to Performance Rights.

Plan Limit

No grant of a Performance Right may be made under the Plan if the number of unissued Shares the subject of the Performance Right grant when aggregated with:

(i) the number of Shares which would be issued were each outstanding offer with respect to Shares, and any other offer for units of Shares, Performance Rights and options to acquire unissued Shares, being an offer made or option or right acquired pursuant to the Plan or any other employee share or option or rights scheme extended only to employees or directors of the Company or an Associated Body Corporate, to be accepted or exercised; and
(ii) the number of Shares issued during the previous five years pursuant to the Plan or any other employee share or option scheme extended only to employees or directors of the Company or an Associated Body Corporate;

but disregarding any offer made, or option or right acquired or Share issued by way of or as a result of:

(iii) an offer to a person situated at the time of receipt of the offer outside Australia;
(iv) an offer that did not need disclosure to investors because of section 708 of the Corporations Act;
(v) an offer that did not require the giving of a Product Disclosure Statement because of section 1012D of the Corporations Act; or
(vi) an offer made under a disclosure document or Product Disclosure Statement,

would exceed 5% of the total number of issued Shares as at the time of the grant of the Performance Right.

Vesting of Performance Rights

A Performance Right granted under the Plan (which has not otherwise lapsed) will vest if all Performance conditions (if any) applicable to that Performance Right have been satisfied or waived by the Board, or otherwise in the discretion of the Board.

Exercise of Performance Rights

No Performance Right may be exercised unless the Performance Right has vested.

Upon receiving notice from the Board, or Plan Committee, that a Performance Right held by the Participant has vested:

(a) the Participant will be deemed to have immediately validly exercised all vested Performance Rights to the extent that such Performance Rights do not require payment of an Exercise Price; or
(b) where an Exercise Price is payable, the Participant will be entitled to exercise the Performance Right so vested provided that the following conditions are satisfied:
(I) the Performance Right has not lapsed;
(II) the Performance Right is exercised during the Exercise Period for that Performance Right;
(III) the relevant performance conditions (if any) for the Performance Right have been satisfied; and
(IV) the Participant exercises a specified number of Performance Rights.

Lapse of Performance Rights

The Performance Right lapses on the earlier of:

(a) the exercise of the Performance Right;
(b) the end of the Performance Period in the event the Performance conditions have not been met;
(c) a determination of the Board, or Plan Committee, of misconduct by the Participant (including fraudulent or dishonest behaviour, or behaviour which is in breach of the Participant’s obligations to the Company);
(d) unless otherwise determined by the Company when the Participant dies;
(e) unless otherwise determined by the Board on the termination of Participant's employment with the Company (in this case, the Performance Right will lapse at the end of the Exercise Period);
(f) or where the Participant purports to trade a Performance Right in breach of the terms of the EPRP.

Transfer of Performance Rights

A Performance Right granted under the Plan must not be traded unless;

(a) the prior written consent of the Board is obtained;
(b) by force of law upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee in bankruptcy.

A Performance Right may, with the written approval of the Board, be exercised by the legal personal representative of the Participant in the event of the Participant’s death.

Restrictions on the disposal of Shares

The Board may determine, in its discretion, whether Shares acquired pursuant to an exercise of Performance Rights will be subject to any restrictions ( Restricted Shares ), which may include that Shares must not be disposed of or dealt with in any way by that Participant until any one or more of the following:

(a) the date six months after the date on which a Participant ceases to be employed by a Group Company;
(b) the date on which a change of control event occurs;
(c) the day immediately following the date on which the EPRP is suspended or terminated;
(d) a date otherwise determined by the Board, in its sole discretion, in respect of that Participant;
(e) the date on which any withdrawal request is approved by the Board; and/or
(f) the seventh anniversary of the date of grant of the Performance Right pursuant to which the Participant acquired the relevant Share.

Amendment of Rules

Subject to the ASX Listing Rules, the Board may amend the Rules of the Performance Plan.

5.3 Inspection of the Plan

Please contact the Company Secretary if you would like to inspect a full copy of the Plan.

5.4 Directors' Recommendation

The Directors may participate in the EPRP (subject to Shareholder approval).

Accordingly, the Directors make no recommendation to Shareholders in respect of voting on Resolution 4.

ORDINARY RESOLUTIONS

Resolutions 5 to 8 are dependent on Resolution 4 being passed by shareholders.

6.0 Resolution 5 – Approval of issue of performance rights and shares to Anthony Ho

6.1 Background

The Hastings Executive Performance Rights Plan ( the Rights Plan ) and issue of shares under the Rights Plan was approved by shareholders at the Annual General Meeting of the Company held on 28 November 2016.

ASX Listing Rule 10.14 provides that the acquisition of shares under an employee incentive scheme by a director requires shareholder approval. Shareholder approval is therefore sought for the issue of 2,500,000 Rights ( Rights ) under the Rights Plan to Mr Anthony Ho, a Non-Executive Director of the Company, and to the issue of shares on the exercise of such of those Rights which vest upon satisfaction of the applicable vesting conditions.

As the Company is a mineral exploration company it does not generate cash from its operations and in order to preserve cash for exploration activities, the Board has determined, where possible, to pay base remuneration less than market rates to its executive directors, employees and individual contractors with remuneration to be supplemented by Rights issued under the Rights Plan to ensure attraction, retention and ongoing incentives for its executives and employees.

In deciding on the quantum of Rights to be issued to Mr Ho, the Board considered the current share price, the performance period which will be three years from date of grant, and the performance hurdles outlined below. Mr Ho has not received remuneration other than Directors fees of $40,000 per annum. Based on this and given the Company's circumstances and having regard to the performance hurdles on vesting of the Rights the Board considers that the allocation of Rights is reasonable and appropriate.

No consideration is payable for the Rights, or upon issue of shares upon satisfaction of the vesting conditions associated with the Rights. Subject to the satisfaction of the vesting conditions described below and any adjustments made in accordance with the Rights Plan, Mr Ho will receive one share in the Company for each Right granted.

6.2 Other Information

The Performance Period commences on the date on which the Board initially approved the allocation of Rights, being 28 November 2016, and ends at 5.00pm (Perth time) on 28 November 2019.

The Rights expire at 5.00pm (Perth time) on 28 February 2020. Rights will expire before this date if Vesting Conditions are not satisfied or waived.

The maximum number of Rights and Shares which may be issued to Mr Ho is 2,500,000.

Performance will be assessed by the Board or a committee of the board formed for this purpose.

The Rights are subject to the following Performance Hurdles which must be satisfied to the satisfaction of the Board:

Market Cap	Action A	Action B	Action C	TOTAL
Market cap > $175 million	800,000	800,000	900,000	2,500,000
Market cap > $125 million	400,000	400,000	450,000	1.250,000
Market cap > $75 million	200,000	200,000	225,000	625,000
MAXIMUM	800,000	800,000	900,000	2,500,000

Action A – Regulatory Approval of Mining Proposal Plan with Mine Closure

Action B – Achieving Additional Financing of debt and equity totaling $100 million. Action C – Award of the Construction Contract for the Beneficiation Plant

Shares allocated following the exercise of Performance Rights will be subject to the restrictions as outlined in the Rights Plan and following Board approval subject to observance of the Company’s Share Trading Policy in dealing with Shares.

The Board of Directors have determined that amount of performance rights constitute reasonable remuneration in the event they were granted and shareholder approval under Chapter 2E of the Corporations Act 2001, is therefore not required.

No loan will be made to the Director in connection with the acquisition of the performance rights.

No amount is payable on the grant or vesting of Performance Rights.

No shares will be issued to satisfy the exercise of Rights if this were to result in the Company exceeding the 5% cap as provided for in the Rights Plan.

Details of any shares issued under the Rights Plan will be published in each annual report of the Company relating to a period in which shares have been issued.

A summary of the Rights Plan is outlined in the explanatory section for Resolution 4.. A copy of the Rights Plan may be requested by contacting the Company Secretary.

6.3 Voting Exclusion

A voting exclusion statement is included in the Notice of Meeting to which this Explanatory Memorandum relates.

The Directors (Mr Ho abstaining) recommend Shareholders vote in favour of Resolution 5.

7.0 Resolution 6 – Approval of issue of performance rights and shares to Malcolm Mason

7.1 Background

ASX Listing Rule 10.14 provides that the acquisition of shares under an employee incentive scheme by a director requires shareholder approval. Shareholder approval is therefore sought for the issue of 2,500,000 Rights ( Rights ) under the Rights Plan to Mr Malcolm Mason, a Non-Executive Director of the Company, and to the issue of shares on the exercise of such of those Rights which vest upon satisfaction of the applicable vesting conditions.

As the Company is a mineral exploration company it does not generate cash from its operations and in order to preserve cash for exploration activities, the Board has determined, where possible, to pay base remuneration less than market rates to its nonexecutive directors, employees and individual contractors with remuneration to be supplemented by Rights issued under the Rights Plan to ensure attraction, retention and ongoing incentives for its executives and employees.

In deciding on the quantum of Rights to be issued to Mr Mason, the Board considered the current share price, the performance period which will be three years from date of grant,

and the performance hurdles outlined below. Mr Mason has not received remuneration other than Directors fees of $40,000 per annum. Based on this and given the Company's circumstances and having regard to the performance hurdles on vesting of the Rights the Board considers that the allocation of Rights is reasonable and appropriate.

No consideration is payable for the Rights, or upon issue of shares upon satisfaction of the vesting conditions associated with the Rights. Subject to the satisfaction of the vesting conditions described below and any adjustments made in accordance with the Rights Plan, Mr Mason will receive one share in the Company for each Right granted.

7.2 Other Information

The Performance Period commences on the date on which the Board initially approved the allocation of Rights, being 28 November 2016, and ends at 5.00pm (Perth time) on 28 November 2019.

The Rights expire at 5.00pm (Perth time) on 28 February 2020. Rights will expire before this date if Vesting Conditions are not satisfied or waived.

The maximum number of Rights and Shares which may be issued to Mr Mason is 2,500,000.

Performance will be assessed by the Board or a committee of the board formed for this purpose.

The Rights are subject to the following Performance Hurdles which must be satisfied to the satisfaction of the Board:

Market Cap	Action A	Action B	Action C	TOTAL
Market cap > $175 million	800,000	800,000	900,000	2,500,000
Market cap > $125 million	400,000	400,000	450,000	1.250,000
Market cap > $75 million	200,000	200,000	225,000	625,000
MAXIMUM	800,000	800,000	900,000	2,500,000

Action A – Regulatory Approval of Mining Proposal Plan with Mine Closure

Action B – Achieving Additional Financing of debt and equity totaling $100 million. Action C – Award of the Construction Contract for the Beneficiation Plant

No loan will be made to the Director in connection with the acquisition of the performance rights.

No amount is payable on the grant or vesting of Performance Rights.

No shares will be issued to satisfy the exercise of Rights if this were to result in the Company exceeding the 5% cap as provided for in the Rights Plan.

Details of any shares issued under the Rights Plan will be published in each annual report of the Company relating to a period in which shares have been issued.

A summary of the Rights Plan is outlined in the explanatory section for Resolution 4.. A copy of the Rights Plan may be requested by contacting the Company Secretary.

7.3 Voting Exclusion

A voting exclusion statement is included in the Notice of Meeting to which this Explanatory Memorandum relates.

The Directors (Mr Mason abstaining) recommend Shareholders vote in favour of Resolution 6.

8.0 Resolution 7 – Approval of issue of performance rights and shares to Charles Lew

8.1 Background

ASX Listing Rule 10.14 provides that the acquisition of shares under an employee incentive scheme by a director requires shareholder approval. Shareholder approval is therefore sought for the issue of 10,000,000 Rights ( Rights ) under the Rights Plan to Mr Charles Lew, an Executive Director of the Company, and to the issue of shares on the exercise of such of those Rights which vest upon satisfaction of the applicable vesting conditions.

In deciding on the quantum of Rights to be issued to Mr Lew, the Board considered the current share price, the performance period which will be three years from date of grant, and the performance hurdles outlined below. Mr Lew has not received remuneration or other bonus other than an annual remuneration package of $200,000 per annum. Based on this and given the Company's circumstances and having regard to the performance hurdles on vesting of the Rights the Board considers that the allocation of Rights is reasonable and appropriate.

No consideration is payable for the Rights, or upon issue of shares upon satisfaction of the vesting conditions associated with the Rights. Subject to the satisfaction of the vesting conditions described below and any adjustments made in accordance with the Rights Plan, Mr Lew will receive one share in the Company for each Right granted.

8.2 Other Information

The Performance Period commences on the date on which the Board initially approved the allocation of Rights, being 28 November 2016, and ends at 5.00pm (Perth time) on 28 November 2019

The Rights expire at 5.00pm (Perth time) on 28 February 2020. Rights will expire before this date if Vesting Conditions are not satisfied or waived.

The maximum number of Rights and Shares which may be issued to Mr Lew is 10,000,000.

Performance will be assessed by the Board or a committee of the board formed for this purpose.

The Rights are subject to the following Performance Hurdles which must be satisfied to the satisfaction of the Board:

Market Cap	Action A	Action B	Action C	TOTAL
Market cap > $175 million	2,500,000	5,000,000	2,500,000	10,000,000
Market cap > $125 million	1,250,000	2,500,000	1,250,000	5,000,000
Market cap > $75 million	625,000	1,250,000	625,000	2,500,000
MAXIMUM	2,500,000	5,000,000	2,500,000	10,000,000

Action A – Regulatory Approval of Mining Proposal Plan with Mine Closure

Action B – Achieving Additional Financing of debt and equity totaling $100 million. Action C – Award of the Construction Contract for the Beneficiation Plant

Shares allocated following the exercise of Performance Rights will be subject to the restrictions as outlined in the Plan rules and following Board approval subject to observance of the Company’s Share Trading Policy in dealing with Shares.

No loan will be made to the Director in connection with the acquisition of the performance rights.

No amount is payable on the grant or vesting of Performance Rights.

No shares will be issued to satisfy the exercise of Rights if this were to result in the Company exceeding the 5% cap as provided for in the Plan Rules.

Details of any shares issued under the Rights Plan will be published in each annual report of the Company relating to a period in which shares have been issued.

A summary of the Rights Plan Is outlined in the explanatory section for Resolution 4. A copy of the Rights Plan may be requested by contacting the Company Secretary.

8.3 Voting Exclusion

A voting exclusion statement is included in the Notice of Meeting to which this Explanatory Memorandum relates.

The Directors (Mr Lew abstaining) recommend Shareholders vote in favour of Resolution 7.

9.0 Resolution 8 – Approval of issue of performance rights and shares to Jean Claude Steinmetz

9.1 Background

ASX Listing Rule 10.14 provides that the acquisition of shares under an employee incentive scheme by a director requires shareholder approval. Shareholder approval is therefore sought for the issue of 2,500,000 Rights ( Rights ) under the Rights Plan to Mr Jean Claude Steinmetz, a Non-Executive Director of the Company, and to the issue of shares on the exercise of such of those Rights which vest upon satisfaction of the applicable vesting conditions.

In deciding on the quantum of Rights to be issued to Mr Steinmetz, the Board considered the current share price, the performance period which will be three years from date of grant, and the performance hurdles outlined below. Mr Steinmetz has not received remuneration other than Directors fees of $40,000 per annum. Based on this and given the Company's circumstances and having regard to the performance hurdles on vesting of the Rights the Board considers that the allocation of Rights is reasonable and appropriate.

No consideration is payable for the Rights, or upon issue of shares upon satisfaction of the vesting conditions associated with the Rights. Subject to the satisfaction of the vesting conditions described below and any adjustments made in accordance with the Rights Plan, Mr Steinmetz will receive one share in the Company for each Right granted.

9.2 Other Information

The Performance Period commences on the date on which the Board initially approved the allocation of Rights, being 28 November 2016, and ends at 5.00pm (Perth time) on 28 November 2019.

The Rights expire at 5.00pm (Perth time) on 28 February 2020. Rights will expire before this date if Vesting Conditions are not satisfied or waived.

The maximum number of Rights and Shares which may be issued to Mr Steinmetz is 2,500,000.

Performance will be assessed by the Board or a committee of the board formed for this purpose.

The Rights are subject to the following Performance Hurdles which must be satisfied to the satisfaction of the Board:

Market Cap	Action A	Action B	Action C	TOTAL
Market cap > $175 million	800,000	800,000	900,000	2,500,000
Market cap > $125 million	400,000	400,000	450,000	1.250,000
Market cap > $75 million	200,000	200,000	225,000	625,000
MAXIMUM	800,000	800,000	900,000	2,500,000

Action A – Regulatory Approval of Mining Proposal Plan with Mine Closure

Action B – Achieving Additional Financing of debt and equity totaling $100 million. Action C – Award of the Construction Contract for the Beneficiation Plant

No loan will be made to the Director in connection with the acquisition of the performance rights.

No amount is payable on the grant or vesting of Performance Rights.

No shares will be issued to satisfy the exercise of Rights if this were to result in the Company exceeding the 5% cap as provided for in the Rights Plan.

Details of any shares issued under the Rights Plan will be published in each annual report of the Company relating to a period in which shares have been issued.

A summary of the Rights Plan is outlined in the explanatory section of Resolution 4. A copy of the Rights Plan may be requested by contacting the Company Secretary.

9.3 Voting Exclusion

A voting exclusion statement is included in the Notice of Meeting to which this Explanatory Memorandum relates.

The Directors (Mr Steinmetz abstaining) recommend Shareholders vote in favour of Resolution 8.

SPECIAL RESOLUTION

10.0 RESOLUTION 9 – APPROVAL OF 10% PLACEMENT CAPACITY

10.1 Background

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities (as that term is defined in the ASX Listing Rules) up to 10% of their issued capital through placements over a twelve 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 ASX Listing Rule 7.1.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. 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. Resolution 9 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).

The exact number of Equity Securities (if any) to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1.A.2 (refer to Section 10.2 (c) below). The Company may use funds raised from any 10% Placement Facility for funding specific projects and/or general working capital. It may also use the 10% Placement Facility for non cash consideration purposes such as joint venture or project acquisitions (although the Company presently has no intention to do so).

10.2 ASX Listing Rule 7.1.A

(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.

The Company, as at the date of the Notice, has one class of Equity Securities being Shares.

(c) Formula for calculating 10% Placement Facility

ASX 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 the issue or agreement:

(i) plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became 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 ASX Listing Rules 7.1 and 7.4;
(iv) less the number of fully paid shares cancelled in the 12 months.

Note: A has the same meaning in ASX 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 ASX 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 ASX Listing Rules 7.1 or 7.4.

(d) ASX Listing Rule 7.1 and ASX Listing Rule 7.1A

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

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

(e) Minimum Issue Price

The issue price of Equity Securities issued under ASX Listing Rule 7.1A must be not less than 75% of the volume weighted average price of Equity Securities in the same class calculated over the 15 Trading Days (as defined in the ASX Listing Rules) 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.

(f) 10% Placement Period

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

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

(ii) the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

(the 10% Placement Period).

10.3 ASX Listing Rule 7.1A

The effect of Resolution 9 will be to allow the Directors to issue the Equity Securities under ASX Listing Rule 7.1A during the 10% Placement Period separate to the Company’s 15% placement capacity under ASX Listing Rule 7.1. Resolution 7 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).

10.4 Specific Information required by ASX Listing Rule 7.3A

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

(a) Minimum Price

Any Equity Securities issued will be issued at an issue price of not less than 75% of the volume weighted average price for the Company’s Equity Securities over the 15 Trading Days 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) Risk of Voting Dilution

If Resolution 9 is approved by the Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company would be diluted as shown in the below table (in the case of unlisted options, only if the unlisted 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 Annual General 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, 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 ASX Listing Rule 7.1A(2) as at the date of this Notice of Meeting.

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 shares 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 ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

(ii) two examples of where the price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable “A” in ASX Listing Rule 7.1A.2			Dilution
		50% decrease in Deemed Price $0.0445cents	Deemed Price $0.089 cents	100% Increase in Deemed Price $0.178cents
Current Variable A 485,566,913 Shares	10% Voting Dilution	48,556,691 shares	48,556,691 shares	48,556,691 shares
	Funds Raised	$2,160,773	$ 4,321,546	$8,643,091
50% increase in current Variable A 728,350,370 shares	10% Voting Dilution	72,835,037 shares	72,835,037 shares	72,835,037 shares
	Funds Raised	$3,241,159	$6,482,318	$12,964,637
100% increase in current Variable A 971,133,826 Shares	10% Voting Dilution	97,113,382 shares	97,113,382 shares	97,113,382 shares
	Funds Raised	$4,321,546	$8,643,091	$17,286,182

The table has been prepared on the following assumptions:

(i) The Company issues the maximum securities available under the ASX Listing Rule 7.1A being 10% of the Company’s shares on issue at the date of the Meeting;

(ii) No listed or unlisted options are exercised into fully paid ordinary securities before the date of the issue of securities under ASX Listing Rule 7.1A. The Company has 18,000,000 unlisted options on issue at the date of this Notice of Meeting;

(iii) The table does not demonstrate an example of dilution that may be caused to a particular shareholder by reason of placements under ASX Listing Rule 7.1A, based on that shareholder’s holding at the date of the Meeting;

(iv) The table only demonstrates the effect of issues of securities under ASX Listing Rule 7.1A. It does not consider placements made under ASX Listing Rule 7.1, the “15% rule”;

(v) The price of ordinary securities is deemed for the purposes of the table above to be $0.089 cents, being the closing price of the Company’s listed securities on ASX on 11 October 2016 ( Deemed Price ). The Deemed Price is indicative only and does not consider the 25% discount to market that the securities may be placed at;

(vi) The table does not demonstrate the effect of listed options being issued under ASX Listing Rule 7.1A. It only considers the issue of the fully paid ordinary securities;

(c) Date of Issue

The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 9 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities or ASX Listing Rule 11.2 (disposal of main undertaking).

(d) Purpose of Issue under the 10% Placement Capacity

The Company may seek to issue the Equity Securities for the following purposes:

‐ (i) non cash consideration including for joint venture, licensing or collaboration agreements or the acquisition of new projects (although the Company presently has no proposal to do so). In such circumstances the Company will provide a valuation of the non‐cash consideration as required by ASX Listing Rule 7.1A.3; or

(ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards advancing specific Company projects and/or general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e) Allocation Policy

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 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 issues or other issues 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 of Meeting 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 were to pursue an acquisition and were it to be successful in acquiring new resources assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

(f) Previous Approval

The Company obtained Shareholder approval under ASX Listing Rule 7.1A on 27 November 2015.

The total number of Equity Securities issued in the 12 months preceding the date of the Meeting is 89,857,142 representing 23.4% of the total number of Equity Securities on issue at the commencement of that 12 month period.

The details of all issues of Equity Securities by the Company during the 12 months preceding the date of the Meeting is set out in schedule 1 to this Explanatory Memorandum.

(g) Voting Exclusion Statement

A voting exclusion statement is included in the Notice of Meeting to which this Explanatory Statement relates. At the date of that 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.

10.5 Directors’ Recommendation

The Board recommends that Shareholders vote in favour of this resolution.

GLOSSARY

$ means Australian dollars.

AGM, Annual General Meeting or Meeting means the meeting convened by the Notice.

Annual Report means the Annual Report of the Company for the year ended 30 June 2016.

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.

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 Hastings Technology Metals Ltd (ACN 122 911 399).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

EST means Eastern Summer Time as observed in Sydney, New South Wales.

Explanatory Statement means the explanatory statement accompanying the Notice.

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 Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

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

Proxy Form means the proxy form accompanying the Notice. Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2016.

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.

VWAP means Volume Weighted Average Price

SCHEDULE 1 - INFORMATION REQUIRED BY LISTING RULE 7.3A.6 – RESOLUTION 9

	Issue 1	Issue 2	Issue 3
Date of issue:	8 December 2015	18 April 2016 & 16 September 2016	14 June 2016 & 16 September 2016
Number issued:	357,142	96,000,000	5,000,000
Class/Type of equity security:	Ordinary shares	Ordinary shares	Ordinary Shares
Summary of terms:	The shares are fully paid ordinary shares in the capital of the Company ranking equally with existing fully paid ordinary shares on issue.	The shares are fully paid ordinary shares in the capital of the Company ranking equally with existing fully paid ordinary shares on issue.	The shares are fully paid ordinary shares in the capital of the Company ranking equally with existing fully paid ordinary shares on issue.
Names of persons who received securities or basis on which those persons was determined:	Charles Lew & Malcolm Mason I in lieu of directors fees	Placement to professional and sophisticated investors and director	Directors and employees – Performance Rights Plan
Price:	Deemed price of 7.7 cents per share	10 cents per share	Conversion of performance rights
Discount to market price (if any):	None - Issued at a premium	None - issued at a premium	None
*For cash issues*
Total cash consideration received:	N/A	9,600,000	N/A
Amount of cash consideration spent:		$906,000	N/A
Use of cash consideration:	N/A	Definitive Feasibility Study Yangibana $500,000 Working Capital $406,000	N/A
Intended use for remaining amount of cash (if any):	N/A	Definitive Feasibility Study Yangibana $8 million Working capital $694,000	N/A

	Issue 1	Issue 2	Issue 3
*For non-cash issues*
Non-cash consideration paid:	$27,500	N/A	N/A
Current value of that non-cash consideration:	$31,785	N/A	N/A

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ACN: 122 911 399
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REGISTERED OFFICE:

SUITE 2508 LEVEL 25, ST MARTINS TOWER 31 MARKET STREET SYDNEY NSW 2000

SHARE REGISTRY: Security Transfer Australia Pty Ltd All Correspondence to: PO BOX A2020 South Sydney NSW 1235 Suite 511, The Trust Building 155 King Street Sydney NSW 2000 T: +61 3 9628 2200 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

Code: Holder Number:

HAS

PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

VOTE

Lodge your proxy vote securely at www.securitytransfer.com.au

Log into the Investor Centre using your holding details. ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

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or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 10:30am WST on Monday 28 November 2016 at Boardroom of Mills Oakley, Level 2, 225 St Georges Terrace, Perth WA 6000 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The	Please mark "X" in the box to indicate your voting directions to your Proxy. The	Please mark "X" in the box to indicate your voting directions to your Proxy. The	Please mark "X" in the box to indicate your voting directions to your Proxy. The	Chairperson of the	Meeting intends to vote undirected proxies in FAVOUR of all the resolutions.	Meeting intends to vote undirected proxies in FAVOUR of all the resolutions.	Meeting intends to vote undirected proxies in FAVOUR of all the resolutions.	Meeting intends to vote undirected proxies in FAVOUR of all the resolutions.
In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention					on any resolution, in which case an ASX announcement will be made.
RESOLUTION		For	Abstain Against*			For	Against	Abstain*
1.	Adoption of Remuneration Report			7.	Approval of performance rights Charles Lew
2.	Re-Election of Director - Mr Anthony Ho			8.	Approval of performance rights Jean Claude Steinmetz
3.	Re-Election of Director - Mr Jean Claude Steinmetz			9.	Approval of Placement capacity
4.	Approval of Executive Performance Rights Plan
5.	Approval performance rights Anthony Ho
6.	Approval of performance rights Malcolm Mason

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)
Individual or Security Holder Security Holder 2 Security Holder 3

Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 10:30am WST on Saturday 26 November 2016. + HASPX2281116 1 2 HAS HASPX2281116

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

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

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Australia Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX A2020 South Sydney NSW 1235 Street Address Suite 511, The Trust Building 155 King Street Sydney NSW 2000 Telephone +61 3 9628 2200 Facsimile +61 8 9315 2233 Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

AI assistant

HASTINGS TECHNOLOGY METALS LTD — AGM Information 2016

65037_rns_2016-10-26_e2efb9cc-bb72-4a50-85d0-c662fd2352e3.pdf

HASTINGS TECHNOLOGY METALS LIMITED ACN 122 911 399

NOTICE OF ANNUAL GENERAL MEETING

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. Financial Statements and Reports

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ANTHONY HO

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR JEAN CLAUDE STEINMETZ

SPECIAL BUSINESS

5. RESOLUTION 4 – APPROVAL OF EXECUTIVE PERFORMANCE RIGHTS PLAN

6. RESOLUTION 5 – ISSUE OF PERFORMANCE RIGHTS TO NON EXECUTIVE DIRECTOR – MR ANTHONY HO

7. RESOLUTION 6 – ISSUE OF PERFORMANCE RIGHTS TO NON EXECUTIVE DIRECTOR – MR MALCOLM MASON

8. RESOLUTION 7 – ISSUE OF PERFORMANCE RIGHTS TO EXECUTIVE DIRECTOR – CHARLES LEW

9. RESOLUTION 8 – ISSUE OF PERFORMANCE RIGHTS TO NON-EXECUTIVE DIRECTOR – JEAN CLAUDE STEINMETZ

10. RESOLUTION 9 – APPROVAL OF PLACEMENT CAPACITY

VOTING EXCLUSION STATEMENTS

EXPLANATORY MEMORANDUM

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Proxy Restrictions

2.3 Directors’ Recommendation

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ANTHONY HO

3.1 General

3.2 Directors’ Recommendation

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR JEAN CLAUDE STEINMETZ

4.1 General

4.2 Directors’ Recommendation

SPECIAL RESOLUTION

5.0 RESOLUTION 4 – APPROVAL OF EXECUTIVE PERFORMANCE RIGHTS PLAN

5.1 Background

5.2 EPRP summary

Eligibility

Offer

Plan Limit

Vesting of Performance Rights

Exercise of Performance Rights

Lapse of Performance Rights

Transfer of Performance Rights

Restrictions on the disposal of Shares

Amendment of Rules

5.3 Inspection of the Plan

5.4 Directors' Recommendation

ORDINARY RESOLUTIONS

Resolutions 5 to 8 are dependent on Resolution 4 being passed by shareholders.

6.0 Resolution 5 – Approval of issue of performance rights and shares to Anthony Ho

6.1 Background

6.2 Other Information

6.3 Voting Exclusion

7.0 Resolution 6 – Approval of issue of performance rights and shares to Malcolm Mason

7.1 Background

7.2 Other Information

7.3 Voting Exclusion

8.0 Resolution 7 – Approval of issue of performance rights and shares to Charles Lew

8.1 Background

8.2 Other Information

8.3 Voting Exclusion

9.0 Resolution 8 – Approval of issue of performance rights and shares to Jean Claude Steinmetz

9.1 Background

9.2 Other Information

9.3 Voting Exclusion

SPECIAL RESOLUTION

10.0 RESOLUTION 9 – APPROVAL OF 10% PLACEMENT CAPACITY

10.1 Background

10.2 ASX Listing Rule 7.1.A

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating 10% Placement Facility

(A x D) – E

(d) ASX Listing Rule 7.1 and ASX Listing Rule 7.1A

HASTINGS TECHNOLOGY METALS LTD AGM Information 2016