JAVELIN MINERALS LIMITED - Proxy Solicitation & Information Statement 2014

VICTORY MINES LIMITED ABN 39 151 900 855

NOTICE OF GENERAL MEETING

TIME : 10.00am (AEDT) DATE : Friday, 17 October 2014 PLACE : Level 4 447 Kent Street SYDNEY NSW 2000

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9481 0389.

Business of the Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	6
Schedule 1 – SAT Project Summary Table	32
Schedule 2 – SAT Title Summary Table	33
Schedule 3 – Pro Forma Balance Sheet	34
Schedule 4 – Key terms of Convertible Note	35
Glossary	36
Proxy Form	enclosed
IMPORTANT INFORMATIO N

Time and place of Meeting

Notice is given that the Meeting will be held at 10.00am (AEDT) on Friday, 17 October 2014 at Level 4, 447 Kent Street, Sydney NSW 2000.

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00 pm (AEDT) on 15 October 2014.

Voting in person

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

Voting by proxy

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

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

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

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

VIC Notice of GM Oct 2014 (SAT acquisition) FINAL NO PROXY.docx

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

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

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

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

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

Transfer of non-chair proxy to chair in certain circumstances

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

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

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

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO SCALE OF ACTIVITIES

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

“That, subject to the passing of Resolution 2, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to complete the Acquisition on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – ISSUE OF SHARES AND CONVERTIBLE NOTE IN CONSIDERATION FOR ACQUISITION OF SOUTH AMERICAN TIN LIMITED

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

“That, subject to the passing of Resolution 1 , for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 1,000,000,000 Shares and 1 Convertible Note as consideration for the Acquisition, on the terms and conditions set out in the Explanatory Statement.”

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

3. RESOLUTION 3 – PLACEMENT OF SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares, when multiplied by the issue price, will raise up to $2,000,000 on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 27,375,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 11 September 2014 By order of the Board Elizabeth Hunt Company Secretary

EXPLANATORY STATEMEN T

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

1. OVERVIEW OF THE ACQUISITION

1.1 Background

The Company was admitted to the official list of ASX on 3 October 2012 and official quotation of its securities commenced on 8 October 2012.

The Company is a Perth based company engaged in the exploration and development of copper, nickel and rare earth elements with a minor focus on uranium, platinum group elements and gold projects in Western Australia.

The Company through its wholly owned subsidiary, Victory Exploration Pty Ltd, has entered into agreements to acquire:

(a) a 70% joint venture interest in E29/679 and E38/2374 (Jungle Well and Laverton Projects);
(b) a 70% joint venture interest in E69/2872 (Station Bore Project).

(together, the Existing Assets ).

The Company has a stated market position of wishing to diversify the minerals and metals that it explores for and has been actively pursuing opportunities with the potential to deliver additional shareholder value.

Accordingly, as part of this strategy, the Company has entered into the transaction outlined below.

1.2 Proposed acquisition of South American Tin Limited

On 5 March 2014, the Company announced that it had entered into a binding heads of agreement ( Heads of Agreement ) with South American Tin Limited ( SAT ), pursuant to which the Company has agreed to acquire 100% of the issued capital of SAT ( Acquisition ) which has contractual rights in relation to several mining projects prospective for tin and other metals located in Bolivia ( New Assets ).

1.3 Key terms of the Heads of Agreement

The material terms of the Heads of Agreement are as follows:

(a) ( Conditions ): The conditions precedent which must be satisfied prior to the Company completing the Acquisition include:
(i) ( Acceptances ): acceptance of individual offers made by the Company to each SAT shareholder for the acquisition of their respective shareholdings such that the Company has a right to acquire at least 90% of the issued and outstanding shares in SAT on completion of the individual offers;
(ii) ( Due diligence ): the completion of due diligence by the Company on SAT and the New Assets to the absolute satisfaction of the Company;
(iii) ( Capital Raising ): completion of a capital raising by the Company to raise not less than $1,000,000 through the issue of not less than 166,666,667 Shares at an issue price of at least $0.006 per Share; and

(iv) ( Approvals ); the Company obtaining all necessary regulatory, shareholder and third party approvals to allow the Company to lawfully complete the Acquisition.
(b) ( Consideration ): the consideration payable by the Company is up to 1,000,000,000 Shares and 1 Convertible Note.

To calculate the number of Shares to be issued to SAT Shareholders the Share consideration will be scaled back by the proportion the SAT Convertible Note would contribute to SAT’s fully diluted capital structure at the date of settlement of the Acquisition. The number of Shares the Convertible Note will be convertible into will be equal to the amount the 1,000,000,000 Shares is reduced by.

For example, at the date of this Notice the number of SAT Shares that would be issued if the SAT Convertible Note was fully converted would represent approximately 9.57% of the fully diluted SAT capital structure. As a result 904,301,266 Shares (rounded down to the nearest whole Share) would be issued to SAT Shareholders based on 100% acceptances with the balance of 95,698,733 Shares being the maximum number of Shares the Convertible Note is convertible into.

(c) ( Board Changes ): The Company will appoint one representative of the SAT shareholders as a director of the Company. Otherwise, there will be no changes to the board of directors of the Company.
(d) ( Escrow ): The Shares issued as a consideration (and issued on conversion of the Convertible Note) will be voluntarily escrowed as follows:
(i) each entity that is associated with or controlled by the SAT Directors ( Director Associated SAT Shareholder ) will have a holding lock placed on 100% of their respective Consideration Shares for 12 months from the date of issue of those Consideration Shares; and
(ii) each of the SAT Shareholders, other than the Director Associated SAT Shareholders, will have a holding lock placed on 100% of their respective Consideration Shares, with 50% of their respective Consideration Shares to be escrowed for 6 months from the date of issue of those Consideration Shares and the remaining 50% to be escrowed for 12 months from the date of issue of those Consideration Shares.

1.4 Changes to the Board

Pursuant to the terms of the Heads of Agreement, the Company must appoint one (1) nominee of the vendor to the Board.

The nominee, to be appointed to the Board, is as follows:

(a) John Kelly

John Kelly is a mining engineer with +30 years of open cut and underground mining experience and holds Mine Manager Certificates in NSW, WA & VIC. Mr Kelly is former MD of Republic Gold Limited (ASX: RAU), the ex-owner of the Amayapampa Gold Project in Bolivia, and former MD of Perseverance Corp Limited (ex-ASX: PSV), the ex-owner of the Fosterville Gold Project in Victoria. Mr Kelly is an Australian national with Bolivian permanent residency & +8 years of in-country experience. He is also a Fellow of the AusIMM, with “Competent Person” status under JORC and NI43-101.

1.5 Background to South American Tin Limited

South American Tin Limited (ABN 94 149 712 925) is a Bolivian focused tin project development company based in Australia. SAT is the beneficial owner of an 80% interest in a local Bolivian entity Compañia Minera Gondwanaland S.A. ( Gondwanaland ).

Under Bolivian law S.A. (“Sociedad Anomina”) companies incorporated in Bolivia must have a minimum of 3 shareholders all of whom must be Bolivian citizens or residents. For this reason, SAT does not have legal title to shares in Gondwanaland rather SAT’s 80% interest is held on trust by the legal owners of Gondwanaland under a trust agreement signed by SAT and the three shareholders of Gondwanaland. The trust agreement is governed by the laws of Bolivia. The beneficial interest in the remaining 20% is retained by the 3 shareholders. John Kelly, a proposed Director, holds 18.4% interest in Gondwanaland the remaining 1.6% shared equally between the other two minority shareholders. SAT is not required to obtain consent from the shareholders who hold the 20% interest in Gondwanaland in order to undertake the proposed activities. The 20% holders are however required to contribute to expenditures of Gondwanaland during project development in proportion to their respective beneficial interests but prior to this will be free carried. In return, these shareholders are entitled to receive a proportionate share of any distributions made by Gondwanaland.

Gondwanaland holds seven Preliminary Contracts over some of the world’s largest underdeveloped hard rock, tailings and alluvial tin projects located at Siglo XX, Catavi, Llallagua, Uncia and Pucro in the North of Potosi region of Bolivia, South America.

SAT has a team of 20 staff and contractors in Bolivia, covering technical, social, health and administrative areas. More than half of SAT’s team is from the local Catavi/Llallagua/Uncia area in Bolivia.

SAT works closely with Bolivia’s peak mining cooperative body, the National Federation of Mining Cooperatives ( FENCOMIN ), and the Mining Cooperative Federation of the North of Potosi. SAT has a number of political and government connections including the Vice Minister for Mining Cooperatives, a Government Senator and a Government member of the House of Deputies. These connections have been established through the presence of SAT’s in-country Managing Director, who has been present in Bolivia for over 8 years.

To-date, SAT has invested approximately $2 million securing and advancing Gondwanaland’s projects in Bolivia with a series of small drilling programs, underground and surface channel sampling and mapping, pilot plant metallurgical test work for two tailings projects and having the first phase of an environmental licence study completed.

1.6 Contractual rights

SAT has been working since 2011 to secure tenure over a portfolio of tin projects primarily through its 80% interest in Gondwanaland.

Preliminary Contracts

SAT through Gondwanaland currently holds binding Preliminary Contracts in relation to several mining concessions located in Bolivia, however, it does not hold legal title to those concessions. The Bolivian state mining company Corporación Minera de Bolivia ( COMIBOL ) is the underlying owner of all the mining rights in which SAT has an interest, except for the Pucro Project. COMIBOL has leased the mineral rights to these concessions to various local mining cooperatives ( Mining Cooperatives ). The Mining Cooperatives have firm contractual mining rights over their individual work areas by virtue of their contracts with COMIBOL. In turn, SAT’s Bolivian subsidiary, Gondwanaland has binding Preliminary Contracts with the Mining Cooperatives.

In Bolivia there is only one category of mining concession and therefore there is no separation between exploration rights and mining rights. However, as the Preliminary Contracts do not contain terms relating to the grant to Gondwanaland of economic rights to the minerals located within the concessions until such time as these terms are agreed in the Service Contracts or Final Agreements (discussed below) Gondwanaland will not have an entitlement to any proceeds derived from its activities under the Preliminary Contracts.

Toll Treatment Service Contracts

Gondwanaland intends to sign Toll Treatment Service Contracts ( Service Contracts ) with the Mining Cooperatives, under which Gondwanaland will construct and operate a series of toll treatment plants. The proposed toll treatment plants are relatively small in scale, with treatment capacities ranging from 150 to 450 tonnes per day. The planned toll treatment plants have considerable local community support from the Mining Cooperatives in the area where they will be constructed. The toll treatment plant for the Juan del Valle Mining Cooperative has considerable support of the Municipality of Uncia and the Uncia Civic Committee. Under the Service Contracts, Gondwanaland will provide contract employment for the members of the Mining Cooperatives, to run the plants alongside SAT staff. Contract employment under the Service Contracts will be on better terms than the current returns gained by the members from their existing artisanal mining activities. The Service Contracts will also significantly improve the current working conditions for members of the Mining Cooperatives as SAT intends to provide modern mining equipment and technical mining advice to the Mining Cooperatives in addition to ensuring a significantly safer workplace through the implementation of SAT’s occupational health & safety standards.

Ore to be processed at the toll treatment plants will be provided through the current underground mining activities of the Mining Cooperatives and from existing surface and tailings stockpiles, the details of which are provided below. Based on ongoing discussions with Presidents of the four Siglo XX Mine Cooperatives, the Company believes the Mining Cooperatives are supportive of the toll treatment plants proposed by Gondwanaland as there are currently no toll treatment plants operating at the Siglo XX Mine and the majority of processing at the mine is done by manual methods. Three of the four Mining Cooperatives have small treatment plants however they are generally in a dilapidated condition and function very inefficiently. There are existing toll treatment operations in Bolivia, but not in the region that Gondwanaland propose to operate in. The Service Contracts for Gondwanaland’s proposed toll treatment plants will be drafted under Bolivia’s Commercial Code rather than under the Mining Code, as Gondwanaland will provide a service to the Mining Cooperatives and not act as the miner.

It is expected that the Service Contracts will be entered before the end of 2014 with the four Mining Cooperatives at the Siglo XX Mine. In the interim Gondwanaland will proceed with exploration programmes under the Preliminary Contracts in the areas held by the Juan del Valle and Siglo XX Mining Cooperatives and order long lead time items required for construction of the initial toll treatment plant for the Juan del Valle Mining Cooperative. In the event there is a delay in entering the Service Agreements, Gondwanaland intends to proceed with the construction of the initial toll treatment plant which it is permitted to do under the existing Preliminary Contracts. This activity will commence immediately on completion of the acquisition of SAT by the Company which includes a further capital raising to fund this construction. SAT’s preference is to formally structure a series of Service Contracts with each of the four Mining Cooperatives, but this is not necessary given the number of other Mining Cooperatives within a radius of approximately 25 kilometres of the Siglo XX Mine who are all potential customers for the proposed toll treatment plants.

The Preliminary Contracts give Gondwanaland the ability to construct and operate the plants. Gondwanaland’s rights under the Preliminary Contracts include the rights for prospecting, exploration, development of resources and reserves, test work, feasibility studies and financing, construction (which includes toll treatment plants, tailings dams, offices etc.), mining, treatment, mineral product sales and smelting. The rights are held in an integrated way for all nominated deposits in the various Preliminary Contracts.

Under the proposed Service Contracts, toll treatment will be dependent on the supply of ore from the four Siglo XX mine Mining Cooperatives or other nearby third party Mining Cooperatives. Before processing any ore Gondwanaland will enter into a Service Contract with the relevant suppliers of the ore. The Service Contracts will stipulate the economic terms

of the by which the Mining Cooperatives participate. The terms of these agreements have not been finalised.

The initial toll treatment processing plant will be located at the San Pedrito mine contractually owned by the Juan del Valle Mining Cooperative.

Gondwanaland will be the owner and operator of each toll treatment plant it constructs and, subject to entering into the Service Contracts with the four Siglo XX Mine Mining Cooperatives or similar arrangements with other third party Mining Co-operatives, Gondwanaland will provide the service of processing ore to those parties.

Gondwanaland does not have legal title to the land on which the toll treatment plants will be constructed. This land is controlled by the relevant Mining Cooperative under its agreement with COMIBOL. Gondwanaland intends to seek to protect its rights to the toll treatment plants under the terms of the Service Contract with the relevant Mining Cooperative controlling the land on which the plant is constructed. Gondwanaland intends to include in each Service Contract the economic terms governing the relationship between Gondwanaland and the Mining Cooperative as the supplier of ore. These economic terms are not contained in the Preliminary Contracts and will be the subject of further negotiation.

Final Agreements

In the future, SAT intends for Gondwanaland to enter into final “joint venture style” agreements ( Final Agreements ) with the Mining Cooperatives, and COMIBOL if necessary, giving Gondwanaland the right to explore, develop a modern mine and mine on a large scale with the four Siglo XX Mine Mining Cooperatives while COMIBOL remains the underlying owner of the mineral rights, and the Cooperatives retain their leasehold rights granted by COMIBOL. Under any future Final Agreements, Gondwanaland will not be able to register its interest in any concession (e.g. a caveat). To mitigate this risk and secure tenure over the mining projects, Gondwanaland intends to model the contractual nature of its interests on those of the New York Stock Exchange listed Coeur Mining’s Bolivian subsidiary Empresa Minera Manquiri S.A. and their ownership and operation of the San Bartolome Silver Project in Bolivia. The San Bartolomé Silver Project is among the World’s Top 10 primary silver projects and has operated successfully since 2008.

The Company believes the Bolivian Government will consider favourably any application for approval of a Final Agreement as Gondwanaland will introduce significant new investment, sophisticated mining, treatment and environmental methods and improved wages and working conditions for members of the Mining Co-operatives through significantly increased safety standards that are virtually non-existent at the Siglo XX mine. Although SAT is clear on what its intend to achieve under the proposed Final Agreements, as the terms of these agreements are yet to be negotiated, the Company is currently unable to confirm if there will be any material difference between the terms of the Preliminary Contract and those to be contained in the Final Agreements.

Under new mining legislation in Bolivia, any future Final Agreements between Gondwanaland, the Mining Cooperatives and COMIBOL will need to be approved by the Bolivian Government. The new legislation provides that the approval process is to take place within a ninety (90) day period from the time the application is lodged. A similar application process has been in place for the Bolivian hydrocarbons industry for some years. This process has not impeded the development of the hydrocarbons industry in Bolivia which is the largest industry in Bolivia in terms of taxes paid to the Government and one of the largest in South America in terms of the size of the resource. The practical effect and operation of the new mining legislation remains relatively unknown at this time. The Company intends to closely monitor the development and application of the new legislation in order to ensure the validity of any future Final Agreements.

The entry into the Final Agreements is not required for Gondwanaland to proceed with the construction and operation of the toll treatment plants but the Final Agreements, when approved by the Bolivian Government, will provide certainty for investors as the Final Agreements will allow Gondwanaland to develop a large scale modern open pit and/or underground mine at Siglo XX which it currently cannot do under the Preliminary Contracts.

1.7 SAT’s Portfolio

A summary of the general description of SAT projects are set out in Schedule 1 with further details below.

SAT’s portfolio is comprised of the following projects of which the Mining Cooperatives at the Siglo XX Mine and at the Pucro Mine are currently producing tin and zinc/silver concentrates and have been for a number of years:

(a) Siglo XX Mine

Preliminary Contracts with Cooperativa Minera Siglo XX Ltda, Cooperativa Minera 20 de Octubre Ltda, Cooperativa Industrial Minera Juan del Valle Ltda and Cooperativa Industrial Minera Dolores Ltda for mining rights to the Siglo XX Mine. Approximately 1,500 members of Cooperativa Minera Siglo XX Ltda and 850 members of Cooperativa Minera 20 de Octubre Ltda work in the mine and associated artisanal treatment areas. Despite the large size of these two Mining Cooperatives, they only own and operate two very small, dilapidated and inefficient treatment plants with a capacity of approximately 20 tonnes per day each. The Preliminary Contracts provide the opportunity to redevelop the Siglo XX Mine, historically one of the world’s largest hard rock tin deposits. The contracts provide exclusive contractual rights to the old mine from the Mining Cooperatives who have in turn been granted these rights by COMIBOL.

(b)

San Pedrito Mine

A Preliminary Contract with Cooperativa Industrial Minera Juan del Valle Ltda for mining rights to the San Pedrito tin/zinc/silver hard rock underground mine. San Pedrito is an outlying area of the Siglo XX Mine. Approximately 75 members of Cooperativa Industrial Minera Juan del Valle Ltda work in the mine and in the associated treatment areas. This Mining Cooperative owns a very small treatment plant with a capacity of approximately 3 tonnes per day. The ore not treated through this plant is treated artesinally. San Pedrito is a near-term development project through small-scale mining and processing operations. SAT expects this project will also see the treatment of underground ore, surface stockpiles and the treatment of tailings from the small nearby Cooperativa Minera 20 de Octubre Ltda treatment plant. It has been identified as SAT’s first toll treatment plant project and has considerable local community support from the Municipality of Uncia and the Uncia Civic Committee.

(c)

Dolores Mine

A Preliminary Contract with Cooperativa Industrial Minera Dolores Ltda for mining rights to the Dolores underground mine. Similar to San Pedrito, Dolores is an outlying area of the Siglo XX Mine with tin/zinc/silver mineralisation. Cooperativa Industrial Minera Dolores Ltda has the mining rights to the Dolores Mine and also shares part of the Cooperativa Minera 20 de Octubre Ltda contract zone. Approximately 300 members of Cooperativa Industrial Minera Dolores Ltda work in the Dolores and Siglo XX Mines and at the associated artisanal treatment areas. All ore at Dolores is treated by artisanal methods as the Mining Cooperative does not own or have access to a treatment plant.

(d) Pucro Mine

A Preliminary Contract with Cooperativa Industrial Pucro Ltda for the mining rights to the Pucro Mine, a hard rock project with tin/zinc/silver mineralisation. The Pucro Mine is located approximately 20 kilometres from Siglo XX and covers a 2 kilometres stretch of a larger 50 kilometre long geological structure. There are a number of mines located along the geological structure including the Amayapampa Gold Mine, approximately 5 kilometres to the south of the main adit of the Pucro Mine. Approximately 350 members of Cooperativa Industrial Pucro Ltda work at the Pucro Mine. Cooperativa Industrial Pucro Ltda has encountered some problems with the owner of the Pucro Mine concessions, however is working with Gondwanaland and FENCOMIN to resolve the issue and gain ownership of the mine. A Bolivian mining law enacted in 2013, No 403, will assist this process. Where the concession owner has not done active work on the concession, Law No 403 will see those concessions cancelled. The owner of the four main concessions at Pucro, Compañia Minera Ltda, has done no work on the concessions since they were granted. Work by Cooperativa Industrial Pucro Ltda at the Pucro Mine continues with the support of the local communities despite the concession problem. Almost all of the 350 members of Cooperativa Industrial Pucro Ltda are from the local communities. All ore treated by Cooperativa Industrial Pucro Ltda is done so via artisanal methods as the Mining Cooperative does not own or have access to a treatment plant.

(e)

El Kenko Lamas Tailings Dam

A Preliminary Contract with Cooperativa Industrial Fundicion Kenko Catavi Ltda for the rights to develop a tin tailings processing operation at El Kenko Lamas, a large tailings dam associated with the Siglo XX Mine treatment plants. This project has an inferred tin resource estimated in 2005 that was compliant with the Canadian NI43-101 reporting requirements at the time. SAT’s work to-date, which includes additional drilling and metallurgical test work, is aimed at upgrading this resource so that it is compliant with the 2012 JORC Code.

(f)

Catavi Arenas and Sink & Float Descartes Stockpiles

A Preliminary contract with Federacion Regional de Cooperativas de Norte Potosi for the Catavi Arenas and Sink & Float Descartes, both large tailings stockpiles associated with the Siglo XX Mine’s former Mine treatment plants. The Federacion Regional de Cooperativas Norte Potosi is working politically with the Bolivian Government to gain control of these two tailings stockpiles. To-date, the Federacion Regional de Cooperativas Norte Potosi has secured 50% of the large Catavi Arenas tailings stockpile with a Final Contract that has been signed between the Government and a number of the member Cooperativas of the Federacion Regional de Cooperativas Norte Potosi. The Federacion Regional de Cooperativas de Norte Potosi has not yet secured the rights to the Sink & Float Descartes tailings stockpile.

(g)

The Rio Centenario and Rio Andavillque Alluvial and Tailings Projects

A Preliminary Contract with Cooperativa Industrial Minera Juan del Valle Ltda for mining rights to the Rio Centenario alluvial project. Significant technical work has been done in Rio Centenario over the past decades and it possesses development potential. A small number of members of the Cooperativa Industrial Minera Juan del Valle Ltda work intermittently in Rio Centenario.

A Preliminary Contract with Cooperativa Industrial Minera Andachaya Ltda for a part of the Rio Andavillque alluvial/tailings project. Cooperativa Industrial Minera Andachaya Ltda’s contract with COMIBOL has expired and needs to be renewed. It is planned that Cooperativa Industrial Minera Andachaya Ltda will apply for a new contract and extend this contract further down the river where a large volume of

tailings are trapped behind an approximately 40-metre high concrete arch wall dam. These tailings were from the very early years of the Siglo XX Mine.

1.8 SAT’s Key Asset – Siglo XX Mine

The Siglo XX Mine, which includes the San Pedrito and Dolores Mines, is an operating mine. As listed above, four local Mining Cooperatives have signed Preliminary Contracts with Gondwanaland to redevelop Siglo XX as a modern mine. Approximately 2,500 members of these four cooperatives work at the mine with artisanal mining and treatment methods and have done so for nearly 30 years. SAT plans to leverage off this existing production to feed its proposed toll treatment plants.

The Siglo XX Mine mineralised area is a tin-porphyry with a diameter of approximately 1,200 metres at surface. The porphyry is part of a mountain, Cerro Juan del Valle, that has been worked to a depth of approximately 800 metres below the peak, at which depth the porphyry reduces to approximately 800 metres in diameter. Tin mineralisation in the porphyry is predominantly cassiterite, the principal tin-bearing mineral. The Juan del Valle Mining Cooperative and Dolores Cooperative areas are located in the sedimentary rocks surrounding the porphyry. The mineralisation in the sedimentary rocks differs to the porphyry. It consists of tin plus zinc, silver, antimony and other metals.

There is a considerable quantity of mineralised material stockpiled within the Siglo XX Mine and at its various surface adits. The Company anticipates that the surface stockpiles will be able to be quantified under the JORC Code in due course with further exploration, however, the underground stockpiles will be difficult to quantify under the JORC Code due to their location and difficulty in conducting exploration.

1.9 Title

SAT, through Gondwanaland, currently holds Preliminary Contracts in relation to several mining concessions located at Siglo XX in Bolivia, however it does not hold legal title to the concessions located at the mine. COMIBOL is the underlying owner of all the mining rights in which SAT has an interest, except for the Pucro Project. COMIBOL has leased the mining rights of these concessions to various local Mining Cooperatives.

Bolivian Mining Cooperatives are entities legally recognised by the Labour Ministry of Bolivia. Mining Cooperatives are common in Bolivia with a great number receiving contractual mining rights from the Government and COMIBOL. The Mining Cooperatives are considered an important part of both the Bolivian mining industry and the Bolivian economy as a whole. In turn, SAT’s Bolivian subsidiary Gondwanaland has entered into six Preliminary Contracts with the Mining Cooperatives from North Potosi and one Preliminary Contract with the Mining Cooperatives Federation of the North of Potosi called FERECOMINORPO.

Each of the Preliminary Contracts is based on model contracts used in Bolivia. The key terms contained in the Preliminary Contracts are as follows:

(a) Gondwanaland agrees to employ only Mining Cooperative members to work on their mining projects, provided the workers have the required qualifications;
(b) the Mining Cooperatives agree to deal exclusively with Gondwanaland and not enter into additional contracts with other companies with respect to mining operations on the relevant concessions;
(c) Gondwanaland must bear all expenses in relation to the mining projects;
(d) Gondwanaland may engage third parties under the Preliminary Contracts;
(e) Gondwanaland is the only party entitled who may unilaterally terminate the contract;

(f) all disputes should attempt to be resolved at first instance through friendly negotiation. Only upon failure to reach a resolution may disputes be submitted for arbitration; and
(g) contract terms may be renegotiated in response to changing economic conditions.

As indicated above, the Preliminary Contracts give Gondwanaland the right for prospecting, exploration, development of resources and reserves, test work, feasibility studies and financing, construction, mining, treatment, mineral product sales and smelting. Gondwanaland’s rights are granted in an integrated way for all nominated deposits in the various Preliminary Contracts.

The Preliminary Contracts do not specify a term or a date by when Final Agreements must be signed. There are no terms in the Preliminary Contracts that are conditional upon the execution of Final Agreements. The Preliminary Contracts briefly outline the contents of the Final Agreements as stated above. The Final Agreements will contain significantly more contractual details than the Preliminary Contracts. In particular, the Final Agreements will define the economic terms of the contractual relationship for the parties, including any arrangements such as profit sharing and royalty payments. The Company understands that the various parties to the Preliminary Contracts are contractually bound to each other under the Laws of Bolivia as indicated in each Preliminary Contract.

Under the Preliminary Contracts, the Mining Cooperatives have agreed to enter into more detailed Final Contracts. With respect to the toll treatment plants, these contracts will take the form of Service Contracts.

For any Final Contracts which envisage the development of a large scale modern open pit and/or underground mine at Siglo XX and large scale treatment plants, the mining rights of the Mining Cooperatives are to be renewed for a minimum 20 year period.

Renewal of contracts with COMIBOL forms a normal part of business and is a process well known to the Mining Cooperatives. Cooperativa Minera Siglo XX Ltda, Cooperativa Minera XX de Octubre Ltda and Cooperativa Industrial Minera Dolores Ltda have all submitted successful applications in the past. The new contracts with COMIBOL will exist for a minimum of 20 years, with the ability to request an extension to the term by COMIBOL.

A summary of the contract status of the Mining Co-operatives is set out in Schedule 2 with further details of the mining rights held by the Mining Co-operatives below.

(a) Cooperativa Industrial Minera Andachaya Ltda mining rights have expired;
(b) Cooperativa Industrial Minera Juan del Valle Ltda mining rights expire in 2026;
(c) Cooperativa Industrial Fundicion Kenko Catavi Ltda mining rights expire in 2017;
(d) Cooperativa Industrial Minera Dolores Ltda mining rights expire in 2024;
(e) Cooperativa Minera Siglo XX Ltda mining rights for the Siglo XX Mine expire in 2024;
(f) Cooperativa Minera 20 de Octubre Ltda mining rights expire in 2026.
(g) Federacion Regional de Cooperativas del Norte Potosí for the Catavi Arenas, through six member Mining Cooperatives, until 1st June 2015 at which stage a feasibility study needs to be completed. Following this treatment of the tailings needs to commence within one year for the contract to continue unless the Mining Cooperatives declare force majeure. Once treatment commences it is for the treatment of 9,000,000 tonnes, and

(h) Cooperativa Industrial Pucro Ltda currently has no mining rights due to the disagreement with the owner of the concessions.

1.10 Pro-forma balance sheet

An unaudited pro forma balance sheet of the Company following completion of the Acquisition including the issue of all Shares contemplated by this Notice is set out in Schedule 3.

1.11 Cash position and proposed budget

The Company’s current cash position is approximately $1,000. As noted above, it is proposed that the Company will raise up to $2,000,000 under the Capital Raising.

It is proposed that the Company’s existing cash and the funds raised under the Capital Raising will be applied by the Company over the next 12 months as follows:

Item	Amount
Estimated costs of the Capital Raising and Acquisition	$100,000
Exploration expenditure on the Existing Assets	$640,000
Exploration expenditure on the New Assets	$761,000
Working capital and corporate administration	$500,000
TOTAL	$2,001,000

The above table is a statement of current intentions as at the date of this Notice. Intervening events may alter the way funds are ultimately applied by the Company.

1.12 Pro-forma capital structure

The capital structure of the Company before and after completion of the Acquisition including the issue of all Shares contemplated by this Notice is as follows:

	Shares	Options
Current issued capital	549,985,689	137,849,5071
Capital Raising2	333,333,333	Nil
Consideration for Acquisition3	1,000,000,000	Nil
TOTAL	1,883,319,022	137,849,507

Notes :

Comprising:
(a) 9,429,007 quoted options exercisable at $0.20 each on or before 9 April 2015;
(b) 41,500,000 unquoted options exercisable at $0.20 each on or before 9 October 2015;
(c) 4,658,000 unquoted options exercisable at $0.40 each on or before 9 October 2015;
(d) 4,000,000 unquoted options exercisable at $0.20 each on or before 9 October 2017; and
(e) 78,262,500 unquoted options exercisable at $0.03 each on or before 31 December 2016.
Assumes the Capital Raising is conducted at $0.006 per Share. If completed at a higher issue price per Share a lesser number of Shares will be issued.

This is the diluted figure assuming full conversion of the Convertible Note to be issued to the SAT Noteholder. The figure on the day of completion of the Acquisition will be less with the balance remaining convertible under the terms of the Convertible Note as further described in Schedule 4.

This is a statement of current intentions as at the date of this Notice of Meeting. Intervening events may alter how the Company funds the Acquisition which may impact the proposed capital structure.

1.13 Timetable

Below is an indicative timetable in relation to the key events to occur in relation to the Acquisition:

Events	Date
ASX Announcement of the Acquisition	5 March 2014
Shareholder Meeting	17 October 2014
Completion of Capital Raising	No later than 22 October 2014
Satisfaction (or waiver) of other Conditions	No later than 27 October 2014
Completion of Acquisition	30 October 2014

This timetable is indicative only and subject to change. The Directors reserve the right to amend the timetable.

1.14 Advantages of the Acquisition

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

(a) the Company will, through the Acquisition, acquire a 100% interest in South American Tin Limited;
(b) the acquisition of an existing company group will enable the Company to tap into the established nature of South American Tin Limited and the existing nature of South American Tin Limited’s business, allowing the Company to avoid the start up costs and bureaucratic delay involved in a foreigner acquiring a new company that operates in the mining industry in Bolivia;
(c) the Acquisition provides an opportunity for the Company to diversify into markets with increased growth opportunities, such as additional tin and base metals project in Bolivia. With South American Tin Limited having a core of Spanish-speaking employees and consultants in Bolivia, the Company will be able to consider minerals projects in other Spanish-speaking countries in Latin America;
(d) the Acquisition provides an opportunity for the Company to enhance its current suite of tenements/licences with a project that is complementary to the Company’s existing strategy;
(e) the Company will achieve diversification of business risk by virtue of an expanded operational footprint, broadening geographical and industry coverage;

(f) the nominee of South America Tin Limited that will be appointed to the Company Board will expand the Company’s knowledge and skills base, allowing the Company to expand in line with its strategy in relation to opportunities other than the Acquisition;
(g) the Acquisition represents a significant opportunity for the Company to increase the scale of its activities which should increase the number and size of the investor pool that may invest in the Company’s Shares;
(h) the Acquisition is of a complementary asset to the Existing Assets and therefore the Company will continue to have the same main undertaking of base metals exploration;
(i) the Acquisition will reduce risk in the Company’s operating profile through increased geographic diversity and community exposure; and
(j) there are presently no alternative proposals which may provide a greater benefit to Shareholders.

1.15 Disadvantages of the Acquisition

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

(a) the Acquisition will result in the issue of Shares to current shareholders of South American Tin Limited and as a result of a capital raising which will dilute the holdings of existing Shareholders by approximately 71.8%;
(b) as with most acquisitions, the risks associated with integration will be a consideration. The integration of the management and corporate teams will require evaluation by the Board and may result in the prospective benefits of the Acquisition not being fully realised; and
(c) there are additional risks associated with a change in the nature of the Company’s activities and associated with South American Tin Limited and the Assets. Some of these risk factors are summarised below in section 1.16 of the Explanatory Statement.

1.16 Risk factors

Shareholders should be aware that if the proposed Acquisition is approved, the Company may be subject to various additional risk factors that the Company is not currently exposed. Based on the information available, a list of the identified major risk factors is set out below. The list is not exhaustive.

Risks relating to the Acquisition and the New Assets

(a) No title – contractual rights only

SAT’s Bolivian subsidiary, Gondwanaland, has contractual rights in relation to several mining concessions located in Bolivia however it does not hold legal title to those concessions. The Bolivian state mining company ( COMIBOL ), is the underlying owner of all the mining rights in which SAT has an interest except at Pucro. COMIBOL has leased the mining rights to these concessions to various mining cooperatives ( Mining Cooperatives ). In turn, Gondwanaland has Preliminary Contracts with the Mining Cooperatives. Gondwanaland cannot register its interest in any concession (e.g. a caveat).

If a party defaults in the performance of its obligations it may be necessary for the Company to approach a court to seek a legal remedy. Legal action can be costly

and time consuming and there can be no guarantee that a legal remedy will be ultimately granted on the appropriate terms.

In order for SAT to be able to achieve its objectives SAT is reliant on the registered holder of the concessions and the Mining Cooperatives it has contracted with to comply with their obligations as title holder and leaseholder respectively with respect to maintaining the concessions in full force and effect, free from any liability to forfeiture or non-renewal.

Where the registered holder of the concessions or the Mining Cooperatives fails to comply with conditions of the concessions which results in loss of title to the concessions SAT would lose its interest in the mining concessions as well. The Company has no current reason to believe that the registered holder of the concessions will not meet and satisfy its obligations.

(b) No economic rights under Preliminary Contracts

As the Preliminary Contracts do not contain terms relating to the grant to Gondwanaland of economic rights to the minerals located within the concessions until such time as these terms are agreed in the Service Contracts or Final Agreements (discussed below) Gondwanaland will not have an entitlement to any proceeds derived from its activities under the Preliminary Contracts. A delay in entering, or failure to enter, these agreements will have an adverse impact on the operations and performance of the Company.

(c)

Sovereign

As the New Assets are located in a jurisdiction different to the Existing Assets, they are subject to the risks associated in operating in that different jurisdiction, in this instance Bolivia. These risks include economic, social or political instability or change, changes of law affecting foreign ownership, government participation, potential nationalisation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, labour relations as well as government control over natural resources or government regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents.

The Company and its advisers will undertake all reasonable due diligence in assessing and managing the risks associated with mineral exploration and production in Bolivia. However, any future material adverse changes in government policies or legislation in foreign jurisdictions in which the Company has projects is outside the control of the Company. Such changes may affect foreign ownership, exploration, development or activities of companies involved in mining exploration and production and in turn may affect the viability and profitability of the Company.

The legal and governmental systems in Bolivia are based on Spanish law and systems. These are very different to the English common law and governmental systems that are applicable in Australia.

(c)

Current Status of Bolivian Mining Law

In March 2014, the Bolivian Government proposed to implement controversial legislation preventing Mining Cooperatives from associating with private companies, whether domestic or foreign. Due to strong opposition the bill was suspended to provide opportunity for the Bolivian Senate to debate it. A modified bill was passed on 28 May 2014. The new legislation replaces a general law passed in 1997 and brings public and private companies operating in Bolivia in line with the 2009 Bolivian State Political constitution.

In the case of mines such as Siglo XX where COMIBOL is the underlying concession owner, the new legislation enables the Mining Cooperatives to enter into contracts with private companies and the Bolivian state mining company COMIBOL, which already receives a financial benefit from the Mining Cooperatives under the existing contract system.

Under the new legislation, existing contracts between the Mining Cooperatives and COMIBOL will be converted into ‘Administrative Mining Contracts’ and adjusted to fall in line with the new law. It is expected that these changes will have no material effect on the rights held by either party or the nature of the contracts.

Under the new legislation any future Final Agreements between Gondwanaland, the Mining Cooperatives and COMIBOL will need to be approved by the Bolivian Government. The new legislation provides that the approval process is to take place within a ninety (90) day period from the time the application is lodged. A similar application process has been in place for the Bolivian hydrocarbons industry for some years. This process has not impeded the development of the hydrocarbons industry in Bolivia which is one of the largest in South America. In the future a failure to have any Final Agreements approved by the Bolivian Government would limit the scope of activities Gondwanaland could undertake as the Preliminary Contracts do not permit Gondwanaland to develop a larger scale modern open pit and/or underground mine at Siglo XX which it would have the right to do under the Final Agreements. This may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

The practical effect and operation of the new mining legislation remains relatively unknown at this time. The Company intends to closely monitor the development and application of the new legislation in order to ensure the validity of any future Final Agreements.

(d) Reliance on Key Foreign Personnel

The Company is committed to providing an attractive employment environment, conditions and prospects to assist in retaining its key senior management and consulting personnel in Bolivia. A number of Bolivian cultural and social issues could affect the relationship between the Company and key personal in Bolivia. However, there can be no assurance the Company will be able to retain these key foreign personnel. The loss of key foreign personnel or the inability to recruit and retain highcalibre staff could have a material adverse effect on the Company. The addition of new employees and/or consultants and the departure of existing employees and/or consultants, particularly in key positions, can be disruptive and may have a material adverse effect on the Company.

(e) Dependence on Foreign Third Parties

The Company will need to rely on numerous key suppliers and commercial parties in Bolivia for the supply of services to the Company. Social and cultural issues will also be important in relationships with suppliers and commercial parties in Bolivia. Any loss of or change in the Company’s relationship with these key parties, or failure by those parties to perform, may have an adverse effect on the Company’s operations, research and development and commercialisation programme. If that occurred, there is no assurance that they could be replaced either at all or on commercial terms acceptable to the Company.

(f) Mineral Resource Estimation Risk

There is no mandatory standard for mineral resource and ore reserve estimation and reporting in Bolivia as there is with the JORC Code in Australia. The Company will need to ensure that the technical standards applicable in Australia are used in Bolivia.

(g) Environmental Risk

The New Assets are subject to Bolivian environmental laws. These environmental laws are different to those generally applicable in Australia and are generally of a lower compliance and licensing level. Exploration and mining projects are expected to see a variety of environmental impacts. The Company intends to carry out its operations in compliance with all applicable environmental laws, in a responsible manner and to the highest standard possible. In the event that the Company does not operate in compliance with all applicable laws there is a risk that projects could be forfeited.

(h)

Additional Funding Requirements

The New Assets envisage the Company becoming a production company. This will require capital above what is being considered in this Notice of Meeting. When the Company requires access to further funding at any stage in the future, the Company may be adversely affected in a material way if, for any reason, access to capital or debt is not available at all or on commercially acceptable terms. There can be no assurance that additional funds will be available.

If additional funds should be raised by issuing equity, this might result in dilution to the existing Shareholders at that time. The pricing of future share issues will also depend upon the results of the Company’s activities, market factors, investor demand for shares and the need for capital by either debt or equity capital raisings.

Risks relating to the Company’s operations and assets

(a) Joint Venture Risk

The Company is subject to the risk that changes in the status of any of the Company’s joint ventures (including changes caused by financial failure or default by a participant in the joint venture). In the future, SAT intends for Gondwanaland to enter into Final Agreements with the Mining Cooperatives, and COMIBOL if necessary, giving Gondwanaland the right to explore and develop a modern mine on a large scale with the four Siglo XX Mine Mining Cooperatives, while COMIBOL remains the underlying owner of the mineral rights, and the Cooperatives retain their leasehold rights granted by COMIBOL.

The Company believes the Bolivian Government will consider favourably any application for approval of a Final Agreement as Gondwanaland will introduce significant new investment, sophisticated mining, treatment and environmental methods and improved wages and working conditions for members of the Mining Cooperatives through significantly increased safety standards that are virtually nonexistent at the Siglo XX mine. Although SAT are clear on what they intend to achieve under the proposed Final Agreements, as the terms of these agreements are yet to be negotiated, the Company are currently unable to confirm if there will be any material difference between the terms of the Preliminary Contract and those to be contained in the Final Agreements. A material difference in the terms between the Preliminary Contracts and the proposed Final Agreements may adversely affect the operations and performance of the Company.

(b) Exploration and Development Risks

The business of rare earth element, copper, base metal and uranium exploration, project development and production, by its nature, contains elements of significant risk with no guarantee of success. Ultimate and continuous success of these activities is dependent on many factors such as:

(a) the discovery and/or acquisition of economically recoverable reserves;

(b) access to adequate capital for project development;
(c) design and construction of efficient development and production infrastructure within capital expenditure budgets;
(d) securing and maintaining title to interests;
(e) obtaining consents and approvals necessary for the conduct of exploration, development and production; and
(f) access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

Whether or not income will result from the Existing Projects or the New Assets, undergoing an exploration and development program depends on successful exploration and establishment of production facilities. Factors including costs and reliability and commodity prices affect successful project development and operations.

Mining activities carry risk and as such, activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment.

Industry operating risks include fire, explosions, industrial disputes, unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, mechanical failure or breakdown and environmental hazards such as accidental spills or leakages, or geological and mining uncertainty. The occurrence of any of these risks could result in legal proceedings against the Company and substantial losses to the Company due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against the Company.

There is no assurance that any exploration on current or future interests will result in the discovery of economic deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically developed.

(c) Resource and Reserve Estimates

The Company presently has no JORC Code compliant resources on the tenements in which it is earning an interest. In the event a resource is delineated this would be an estimate only. Future resource estimates will be expressions of judgement based on knowledge, experience and industry practice. Estimates that were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans that may, in turn, adversely affect the project’s operations.

(d) Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to rare earth element, copper, base metal or uranium production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for

commodities, technological advancements, forward selling activities and other macro-economic factors.

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

(e)

Operating Risks

The potential future operations of the Company may be affected by various factors, including failure to locate or identify rare earth element, copper, base metal or uranium ore reserves, operational and technical difficulties encountered in production, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated reserve problems which may affect production performance, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

There can be no assurance that SAT’s intended goals will lead to a successful mining and production operation. Further, no assurance can be given that SAT will be able to initiate or sustain minerals production, or that its operations will achieve commercial viability.

As previously disclosed by the Company, SAT intends to commence producing tin and silver/zinc concentrates at its tin projects ( Projects ) without having delineated a JORC compliant resource. SAT believes that it has an adequate understanding of the mineralisation from exploration conducted to date and intends to undertake further drilling and sampling to mitigate risk prior to commencing production, but there is a risk that this current and future understanding will be incorrect. When the Company undertakes additional exploration at the Projects, if it is unable to define a JORC compliant resource, it may have a negative impact on operations because the Company will be unable to assess the life of mine or adequately optimise the mine plan for the Projects.

The current and future operations of the Company may also be affected by various factors, including:

(i) geological and hydrogeological conditions;
(ii) limitations on activities due to seasonal weather patterns and heavy rain activity;
(iii) failure to achieve required or operational resource quantities upon commencing mining activities as no JORC compliant resource has been previously identified,
(iv) unanticipated operational and technical difficulties encountered in survey, drilling and production activities;
(v) electrical and mechanical failure of operating plant and equipment, industrial and environmental accidents, industrial disputes and other force majeure events;
(vi) equipment failure, fires, spills or industrial and environmental accidents;
(vii) unavailability of aircraft or drilling equipment to undertake airborne surveys and other geological and geophysical investigations;

(viii) risk that exploration, appraisal, development, plant or operating costs prove to be greater than expected or that the proposed timing of exploration, development or production may not be achieved;
(ix) failure to achieve predicted grades in exploration and mining;
(x) the supply and cost of skilled and unskilled labour;
(xi) unexpected shortages or increases in the costs of consumables, diesel fuel, spare parts, plant and equipment, and:
(xii) prevention and restriction of access by reason of political unrest, outbreak of hostilities and inability to obtain consents or approvals, including but not limited to this current period leading up to the Bolivian Presidential, Senate and Lower House elections currently scheduled for October 2014.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Projects.

(f)

Nature of Mining Cooperatives

Mining Cooperatives are entities recognised by the Labour Ministry of Bolivia, consisting of either employees belonging to an employer company, or a group of workers self-employed and committed to an economic activity, based on principles of mutual cooperation and sharing a common goal. Despite their importance to both the Bolivian mining sector and the Bolivian economy as a whole, the Mining Cooperatives are not modern formal institutions and as a result may fail to meet standards set by local regulations on matters such as labour, social security, environment and industrial safety.

(g) Contractual Rights of the Mining Cooperatives

The Mining Cooperatives engaged in Preliminary Contracts with Gondwanaland hold mining rights through separate contracts granted by COMIBOL. As stated above, the status of these separate contracts varies considerably, with the mining rights of one Mining Cooperative having already expired and a number of others holding rights that are set to expire in the coming years.

The renewal of the contracts between COMIBOL and the Mining Cooperatives will ensure the Mining Cooperatives’ interests in the relevant mine areas covered by the concessions continue. Renewal of contracts with COMIBOL forms a normal part of business and is a process well known to the Mining Cooperatives. Cooperativa Minera Siglo XX Ltda, Cooperativa Minera XX de Octubre Ltda and Cooperativa Industrial Minera Dolores Ltda have all submitted successful applications in the past. The new contracts with COMIBOL will exist for a minimum of 20 years, with the ability to request an extension to the term by COMIBOL.

Although the majority of the Mining Cooperatives have a number of years left on their existing contracts, currently none of the Mining Cooperative’s engaged in Preliminary Contracts with Gondwanaland have renewed contracts with COMIBOL.

Although it is the Company’s preference for all existing contracts between the Mining Cooperatives and COMIBOL to be renewed if this does not eventuate in the short term it will not prevent Gondwanaland proceeding with its proposed construction of toll treatment processing plants as there is sufficient remaining years under the current contracts to complete construction and commence processing to generate cash flows.

Only in respect of the rights of Cooperativa Industrial Fundicion Kenko Catavi Ltda for the El Kenko Lamas tailings dam which expire in 2017, the rights of Cooperativa Industrial Minera Andachaya Ltda for a part of the Rio Andavillque alluvial/tailings project and the rights of Cooperativa Minera Pucro will the Company defer a decision on activities with respect to those projects. The Company has no reason to believe these rights will not be renewed. This deferral of activity will not impact the initial construction of the toll treatment processing plants as the first one is to be constructed in respect of the San Pedrito mine.

A failure by the Mining Cooperatives to renew their contracts with COMIBOL may restrict Gondwanaland’s ability to continue with the construction and, once completed, operation of its proposed toll treatment processing plants, as well as eliminating its ability to explore, develop and mine the relevant mining concessions. But as stated above there are a number of years remaining on the contracts of the four Mining Cooperatives at the Siglo XX Mine. This may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

(h) Toll Treatment Plants

SAT is planning to commence the construction and operation of a series of toll treatment plants. The first of these toll treatment plants will be located at the San Pedrito Mine. 100% of the components required for each of the small scale plant can be manufactured in Bolivia. SAT can confirm that a local foundry has been identified as a potential supplier of the required components.

Delay in the construction of any toll treatment plants, difficulty in obtaining a sufficient supply of ore, an increase in costs associated with operating the toll treatment plant or other factors extending may adversely affect the toll treatment plants ability generate cash flow which may adversely affect the performance of the Company.

In addition, Gondwanaland does not have legal title to the land on which the toll treatment plants will be constructed. This land is controlled by the relevant Mining Cooperative under its agreement with COMIBOL. Gondwanaland will seek to protect its rights to the toll treatment plants under the terms of the Service Contract with the relevant Mining Cooperative controlling the land on which the plant is constructed. Until a Service Contract is entered into which includes provisions protecting Gondwanaland’s rights over its plant there is a risk that it may be prevented from accessing any plant that is constructed. Even where a Service Contract is entered into which has such provisions Gondwanaland will be reliant on the other party complying with its contractual obligations. In the event of breach Gondwanaland may be forced to seek legal redress which could delay the use of its plant or otherwise adversely affect the operations of the Company.

The toll treatment plants and their ability to generate early cash flow for the Company will be subject to a number of other risks relating to their regulation, construction, operation, and output, including:

(i) the initial plant’s flowsheet might not be appropriate for the ore it will treat;
(ii) the toll treatment plant equipment is to be manufactured in Bolivia and might not function as designed;
(iii) the people that SAT proposes to employ to run the toll treatment plants have little or no experience at running such plants. These proposed employees may operate the toll treatment plants poorly;
(iv) SAT needs an Environmental Licence from the Bolivian Government. Such a licence might not be given by the Government;

(v) the source of ore for the toll treatment plants might be insufficient for the plant’s proposed capacity;
(vi) there may be community opposition to the proposed toll treatment plants;
(vii) the proposed commercial terms for the toll treatment plants might be uneconomic;
(viii) estimated operating and capital costs for the toll treatment plants might be too high or too low respectively;
(ix) water supply for the proposed toll treatment plants might be insufficient;
(x) although located in a low risk earthquake zone, there is a risk an earthquake could damage the toll treatment plants and mine;
(xi) supplies of chemical reagents for the toll treatment plants might not be reliable in Bolivia; and
(xii) the area where the proposed treatment plants are to be located has a severe thunderstorm season. Such storms might cut the electricity supply to the plants.

(i)

Sale of Product

Even if SAT is able to successfully mine and produce tin from the Projects, its ability to generate revenue will depend on whether it can sell the product (through single contracts or off-take agreements).

There is no guarantee that SAT will be able to do this.

(j)

Altitude, Climate and Health Risks

The Projects are located in the Eastern Cordillera of the Bolivian Andes. As such, altitude and climate pose risks. The altitude of the Projects ranges from approximately 3,800 to 4,700 metres above sea level. Such altitudes pose health risks to foreign staff that are not used to living and working in these conditions. Foreigners can suffer from altitude sickness. In rare cases altitude sickness can be fatal.

The annual severe lightning season mentioned above often results in fatal lightning strikes. Fatal lightning strikes could hit Company personnel or the proposed toll treatment plants.

Food hygiene in Bolivia is of a low standard. As such, foreign company staff are at risk of food poisoning. Hospital facilities in rural Bolivia are of a low standard. As such, if key foreign company staff fall ill at the Projects, appropriate medical facilities may not be available in the field and these personnel may need to be evacuated to the nearby city of La Paz or to appropriate medical care outside Bolivia.

(k) Bolivian Indigenous Cultural Practices

The Projects are located in an area of Bolivia with a strong local indigenous culture that is very different to anything in Australia. Indigenous customs and practices can sometimes lead to excess consumption of alcohol and then violence. Light skinned foreign company staff may become the target of this violence.

General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(b)

Government policy changes

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

(c) Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the current or future Directors warrant the future performance of the Company or any return on an investment in the Company.

(d) Regulatory Risks

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

Obtaining necessary permits can be a time consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or

the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the tenements/licences.

(e)

Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

(f)

Risk of international operations generally

International sales and operations are subject to a number of risks, including:

(i) potential difficulties in enforcing agreements (including joint venture agreements) and collecting receivables through foreign local systems;
(ii) potential difficulties in protecting intellectual property;
(iii) increases in costs for transportation and shipping; and
(iv) restrictive governmental actions, such as imposition of trade quotas, tariffs and other taxes.

Any of these factors could materially and adversely affect the Combined Entity’s business, results of operations and financial condition.

Investment speculative

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

1.17 Plans if Acquisition does not proceed

If the Acquisition is not approved by Shareholders, the Company will continue to investigate business opportunities which will deliver positive cash flows and build Shareholder value but will have to raise further funds based on its Existing Projects to remain solvent.

1.18 Directors’ recommendations

None of the current Board members has a material personal interest in the outcome of Resolutions 1 and 2.

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 1 and 2.

2. RESOLUTION 1 – CHANGE TO SCALE OF ACTIVITIES

2.1 General

Resolution 1 seeks Shareholder approval for a change to the scale of the Company’s activities to expand the focus of the Company’s mining activities to Bolivia as a result of the Acquisition. As outlined in section 1.2 of this Explanatory Statement, the Company has entered into the Heads of Agreement whereby the Company has agreed to acquire 100% of the issued share

capital of an Australian unlisted public company which has contractual rights in relation to several mining concessions prospective for tin located in Bolivia.

A detailed description of the Acquisition and the New Assets is outlined in section 1 of this Explanatory Statement.

Resolution 1 is conditional on Resolution 2 being approved.

2.2 Legal requirements

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

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for (ASX Listing Rule 11.1.1);
(b) if ASX requires, obtain the approval of holders of its shares and any requirements of ASX in relation to the notice of meeting (ASX Listing Rule 11.1.2); and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the Listing Rules as if the company were applying for admission to the official list of ASX (ASX Listing Rule 11.1.3).

ASX has indicated to the Company that the Acquisition only requires the Company to obtain Shareholder approval for the purposes of ASX Listing Rule 11.1.2.

For this reason, the Company is seeking Shareholder approval pursuant to Resolution 1 for the Company to change the nature and scale of its activities under ASX Listing Rule 11.1.2.

3. RESOLUTION 2 – ISSUE OF SHARES AND CONVERTIBLE NOTE AS CONSIDERATION FOR SOUTH AMERICAN TIN LIMITED ACQUISITION

3.1 General

As outlined in section 1 of this Explanatory Statement, the Company has entered into a Heads of Agreement pursuant to which the Company has agreed to acquire 100% of the issued share capital in South American Tin Limited, an Australian unlisted public company which has contractual rights in relation to several mining concessions prospective for tin located in Bolivia.

As consideration for the Acquisition, the Company agreed, subject to Shareholder approval, to issue to the South American Tin Limited Shareholders (or their respective nominees) an aggregate of up to 1,000,000,000 Shares and to the SAT Noteholder 1 Convertible Note in consideration for the acquisition of a 100% shareholding interest in SAT and the assignment of the SAT Convertible Note to the Company.

The consideration payable to each SAT shareholder will be their pro-rata portion of the aggregate Share consideration calculated by reference to the number of SAT shares on issue on the date of completion of the Acquisition.

If the consideration payable to an individual SAT shareholder would include a fraction of a Share, the number of Shares that individual SAT shareholders is entitled to will be rounded down to the nearest whole Share.

Other than John Kelly and entities controlled by John Kelly, none of the recipients pursuant to this issue will be related parties of the Company. Approval under ASX Listing Rule 10.11 is not required for these related parties as they are only related parties of the Company because of the Acquisition which is the reason for the issue of the Shares.

3.2 ASX Listing Rules

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

The effect of Resolution 2 will be to allow the Company to issue the Consideration Shares to the South American Tin Limited Shareholders and the Convertible Note to the SAT Noteholder during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

ASX Listing Rule 7.3.2 provides that if shareholder approval is obtained to an issue of shares pursuant to ASX Listing Rule 7.1, a company will have a period of 3 months after the general meeting at which shareholder approval is obtained (or a longer period, if allowed by ASX), without using the company’s 15% annual placement capacity under ASX Listing Rule 7.1 to issue the shares.

Pursuant to ASX Listing Rule 7.3.2, the Consideration Shares and Convertible Note the subject of Resolution 2 must be issued within three (3) months from the date of the Shareholder approval.

3.3 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) the maximum number of Shares to be issued is 1,000,000,000 Shares and the maximum number of Convertible Notes to be issued is 1. The method of calculating the number of Shares to be issued and the number of Shares the Convertible Note is convertible into is set out in section 1.3(b) of this Explanatory Statement;
(b) the Consideration Shares and Convertible Note will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares and Convertible Note will occur on the same date;
(c) the Consideration Shares and Convertible Note will be issued for nil cash consideration in satisfaction of the acquisition of South American Tin Limited. Accordingly, no funds will be raised from their issue;
(d) the Consideration Shares will be issued to the South American Tin Limited Shareholders (or their respective nominees) and the Convertible Note will be issued to the SAT Noteholder;
(e) the Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares other than the voluntary escrow imposed as described in section 1.3(d) of this Explanatory Statement and the key terms of the Convertible Note are set out in Schedule 4;
(f) no funds will be raised from the issue of the Consideration Shares and Convertible Note as the Consideration Shares and Convertible Note are being issued in consideration for the acquisition of South American Tin Limited.

4. RESOLUTION 3 – PLACEMENT OF SHARES

4.1 General

Resolution 3 seeks Shareholder approval for the issue of that number of Shares, when multiplied by the issued price, will raise up to $2,000,000 ( Placement ).

A summary of ASX Listing Rule 7.1 is set out in section 3.2 above.

The effect of Resolution 3 will be to allow the Company to issue the Shares pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

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

(a) the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $2,000,000;
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur progressively;
(c) the issue price will be not less than $0.006;
(d) the person to whom, the Shares will be issued are not, as yet, identifiable, but will be subscribers to the identified by the Company and any brokers appointed by the Company to manage the issue. The persons will not be related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) the Company intends to use the funds raised from the Placement as set out in section 1.11.

4.3 Directors’ Recommendation

None of the Directors have a material personal interest in the subject matter of Resolution 3. The Board recommends that Shareholders vote in favour of Resolution 3 as it will enable the Company to fund its ongoing commitments.

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of issue of 27,375,000 Shares on the terms set out below ( Ratification ).

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

5.1 ASX Listing Rule 7.4

Under Chapter 7 of the ASX Listing Rules, there are limitations on the capacity of a company to enlarge its capital by the issue of equity securities.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than then amount which

represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

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

Approval is sought under Resolution 4 to allow the Company to ratify the issue of the 27,375,000 Shares issued between 18 June 2014 and 7 July 2014 and not previously approved by Shareholders pursuant to ASX Listing Rule 7.4. The reason for an approval under ASX Listing Rule 7.4 is to reinstate the Company’s capacity to issue up to 15% of its issued Shares without the approval of its Shareholders in any 12 month period.

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval of the share and option issue, the subject of Resolution 4 in accordance with ASX Listing Rule 7.5:

(a) the number of securities issued by the Company was 27,375,000 Shares;
(b) the Shares were issued at $0.008 each;
(c) the issued Shares are fully paid ordinary shares and rank equally with the existing Shares on issue;
(d) the recipient of the Shares were private investors and not related parties of the Company; and
(e) a total of $219,000 was raised via the issue of the Shares which has been used for general working capital.

5.2 Directors’ Recommendation

None of the Directors has a material personal interest in the subject matter of Resolution 4. The Board believes that the ratification of the Share issue the subject of Resolution 4 is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 4 as it provides the Company with the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months without shareholder approval.

SCHEDULE 1 – SAT PROJECT SUMMARY TABLE

Project Name	General Project Description
Siglo XX Mine	A large old underground mine which has the potential to be redeveloped as a large open pit in the upper half of the mine and a modern underground mine in the lower half of the mine. The Mining Cooperatives are currently producing tin concentrates from the mine.
San Pedrito Project	An outlying part of the Siglo XX Mine workings with the Mining Cooperative producing tin concentrate and silver & zinc concentrates.
Dolores Project	An outlying part of the Siglo XX Mine workings with the Mining Cooperative producing tin concentrate and silver & zinc concentrates.
Rio Centenario Project	A river that drains from the Siglo XX Mine area to the south which has been worked as an alluvial tin deposit.
Rio Andavillque Project	A river that drains from the Siglo XX Mine area to the east which has had a significant quantity of tailings deposited in the river over the life of the mine from the historic Victoria Tin concentration plant. This river also has potential to be an alluvial and tailings tin deposit.
El Kenko Lamas Tailings Dam	A large tailings dam containing very fine tailings termed “slimes” which were the product of the Historic Victoria Tin Concentration Plant and the Sink & Float Plant.
Catavi Arenas Tailings Stockpile	A large tailings stockpile containing coarse sand material which was the product of the Historic Victoria Tin Concentration Plant.
Sin & Float Tailings Stockpile	A large tailings stockpile containing coarse rock material which was the product of the Historic Sink & Float Plant.
Pucro Project	An old underground tin mine located 20 kilometres to the east of Siglo XX. The Mining Cooperative is currently producing tin concentrate and silver & zinc concentrates.

SCHEDULE 2 – SAT TITLE SUMMARY TABLE

PROJECT	Mining Cooperative	Number of members	Contract Status with Mining Cooperatives	Expiry of underlying COMIBOL Contract
Siglo XX Mine	Cooperativa Minera Siglo XX Ltda	1,500	Preliminary Contract signed 19thFebruary 2013	2024
	Cooperativa Minera XX de Octubre Ltda	850	Preliminary Contract signed 15thNovember 2012	2026
	Cooperativa Industrial Minera Juan del Valle Ltda	75	Preliminary Contract signed 20thNovember 2012	2026
	Cooperativa Industrial Minera Dolores Ltda	300	Preliminary Contract signed 22ndJanuary 2013	2024
San Pedrito Mine	Cooperativa Industrial Minera Juan del Valle Ltda	75	Preliminary Contract signed 20thNovember 2012	2026
Dolores Mine	Cooperativa Industrial Minera Dolores Ltda	300	Preliminary Contract signed 22ndJanuary 2013	2024
Pucro Mine	Cooperativa Industrial Pucro Ltda Compañía Minera Ltda, Filomena Sangueza Arando and Angel Ledezma Antezana	350	Preliminary Contract signed with Cooperativa Industrial Pucro Ltda only 16th November 2012	N/A
El Kenko Lamas Tailings Dam	Cooperativa Industrial Fundicion Kenko Catavi Ltda	30	Preliminary Contract signed 4thApril 2011	2017
Catavi Arenas and Sink & Float Descartes Stockpiles	Federacion Regional de Cooperativas Norte Potosí	N/A	Preliminary Contract signed 18thOctober 2012	1stJune 2015, then 1stJune 2016 then for the life of the project to treat 9Mt.
The Rio Centenario and Rio Andavillque Alluvial and Tailings Projects	Cooperativa Industrial Minera Juan del Valle Ltda	75	Preliminary Contract signed 20thNovember 2012	2026
	Cooperativa Industrial Minera Andachaya Ltda	30	Preliminary Contract signed with Cooperativa Andachaya 22ndOctober 2011	Expired Cooperativa Andachaya intend to apply to COMIBOL for 2 new contract areas

SCHEDULE 3 – PRO FORMA BALANCE SHEET

Current Assets Cash and cash equivalents 1 Receivables Financial assets Other assets Total Current Assets Non-Current Assets Prepayment Deferred exploration and evaluation expenditure Plant and equipment Total Non-Current Assets Total Assets Current Liabilities Payables Liability for application money Total Current Liabilities Total Liabilities Net Assets Equity Issued Capital 1, 2 Reserve Accumulated losses Total Equity	30 June 2014 Actual (U NAUDITED) 30 June 2014 Pro Forma (UNAUDITED) A$ A$ 26,146 2,248,491 81,829 81,829 19,885 19,885 43,420 43,420
	171,280 2,393,625
	295,000 295,000 537,683 3,206,745 - 9,955
	832,683 3,511,700
	1,003,963 5,905,325
	502,530 547,530 19,000 19,000
	521,530 566,530
	521,530 566,530
	482,433 5,338,795
	9,592,157 5,806,205 656,587 - 1,596 - 9,766,311 - 465,814
	482,433 5,338,795

Notes:

Proposed capital raising of $2,000,000 (less estimated capital raising costs of $31,130)
Issue of 1,000,000,000 Shares at deemed value of $0.006 per Share as consideration for the Proposed Transaction

SCHEDULE 4 – KEY TERMS OF CONVERTIBLE NOTE

Principal	$205,000.
Interest Rate	Nil
Conversion Quantity	5,833,862 ÷ the number of SAT shares on issue at the date of settlement of the Acquisition on a fully diluted basis (i.e. assuming conversion of the SAT Convertible Note) x 1,000,000,000
Conversion Price	The Principal ÷ the Conversion Quantity
Conversion method	Automatic: Immediately following issue partial conversion to issue that number of Shares that would result in the voting power in the Company of John Kelly being 20% (or the nearest whole Share below 20%). Voluntary: Either by the Company or the holder where the issue of Shares on conversion is not prohibited by the Corporations Act or any other applicable law.
Adjustments	Bonus issue: Entitlement issued on conversion. Pro-rata issue: Conversion price adjusted in a manner consistent with the formula applying to options set out in ASX Listing Rule 6.22.2. Reconstruction: In a manner consistent with the Corporations Act and ASX Listing Rules at the time of the reconstruction.
Redemption	Only on the Maturity Date
Maturity Date	12 months from the date of settlement of the acquisition by the Company of up to 100% of the SAT shares
Escrow	Shares issued upon conversion will be escrowed for 12 months from the date of issue of the Convertible Note.
Security	None
Quotation	Unquoted
Voting rights	None
Transferability	Only with the prior written consent of the Company which may be given in its absolute discretion

GLOSSARY

$ means Australian dollars.

Acquisition means the acquisition of up to a 100% shareholding interest in South American Tin Limited by the Company.

AEDT means Australian Eastern Daylight Savings Time as observed in Sydney, New South Wales.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Chair means the chair of the Meeting.

Company means Victory Mines Limited (ABN 39 151 900 855).

Consideration Shares means Shares issued on completion of the Acquisition.

Constitution means the Company’s constitution.

Convertible Note means a convertible note issued by the Company with the key terms as set out in Schedule 4.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Heads of Agreement means the heads of agreement between the Company and South American Tin Limited dated 1 March 2014.

New Assets means the assets in which South American Tin Limited has an interest as further described in section Error! Reference source not found. of this Explanatory Statement.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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

SAT means South American Tin Limited (ACN 149 712 925).

SAT Convertible Note means a convertible note issued by South American Tin Limited.

SAT Director means a director of SAT.

SAT Noteholder means John Kelly as trustee for the Possum Superannuation Fund (ABN 91 707 720 751).

SAT Shares means a fully paid ordinary share in SAT.

SAT Shareholder means a holder of a SAT Share.

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

Shareholder means a registered holder of a Share.

PROXY FORM

VICTORY MINES LIMITED ABN 39 151 900 855

GENERAL MEETING

I/We

of: being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name: OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10.00am (AEDT), on Friday, 17 October 2014 at Level 4, 447 Kent Street, Sydney NSW 2000, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Change to Scale of Activities
Resolution 2	Issue of Shares and Convertible Note as Consideration for South American Tin Limited Acquisition
Resolution 3	Placement of Shares
Resolution 4	Ratification of Prior Issue of Shares

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:
Signature of Shareholder(s):
Individual or Shareholder 1	Shareholder 2	Shareholder 3

Sole Director/Company Secretary	Director	Director/Company Secretary
Date:
Contact name:	Contact ph (daytime):

Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

VIC Notice of GM Oct 2014 (SAT acquisition) FINAL PROXY ONLYdocx.docx

Instructions for completing Proxy Form

1.

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

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( 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 should sign.
( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): 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.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Victory Mines Limited, GPO Box 2517, Perth WA 6831; or
(b) facsimile to the Company on facsimile number +61 8 9463 6103.

so that it is received not less than 48 hours prior to commencement of the Meeting.

AI assistant

JAVELIN MINERALS LIMITED — Proxy Solicitation & Information Statement 2014

65155_rns_2014-09-11_86b38770-ff5a-41b9-9a66-65da0bb6c82c.pdf

VICTORY MINES LIMITED ABN 39 151 900 855

NOTICE OF GENERAL MEETING

CONTENTS

Time and place of Meeting

Your vote is important

Voting eligibility

Voting in person

Voting by proxy

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO SCALE OF ACTIVITIES

2. RESOLUTION 2 – ISSUE OF SHARES AND CONVERTIBLE NOTE IN CONSIDERATION FOR ACQUISITION OF SOUTH AMERICAN TIN LIMITED

3. RESOLUTION 3 – PLACEMENT OF SHARES

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

Dated: 11 September 2014 By order of the Board Elizabeth Hunt Company Secretary

EXPLANATORY STATEMEN T

1. OVERVIEW OF THE ACQUISITION

1.1 Background

1.2 Proposed acquisition of South American Tin Limited

1.3 Key terms of the Heads of Agreement

1.4 Changes to the Board

(a) John Kelly

1.5 Background to South American Tin Limited

1.6 Contractual rights

Preliminary Contracts

Toll Treatment Service Contracts

Final Agreements

1.7 SAT’s Portfolio

(a) Siglo XX Mine

(b)

San Pedrito Mine

(c)

Dolores Mine

(e)

El Kenko Lamas Tailings Dam

(f)

Catavi Arenas and Sink & Float Descartes Stockpiles

(g)

The Rio Centenario and Rio Andavillque Alluvial and Tailings Projects

1.8 SAT’s Key Asset – Siglo XX Mine

1.9 Title

1.10 Pro-forma balance sheet

1.11 Cash position and proposed budget

1.12 Pro-forma capital structure

Notes :

1.13 Timetable

1.14 Advantages of the Acquisition

1.15 Disadvantages of the Acquisition

1.16 Risk factors

Risks relating to the Acquisition and the New Assets

(a) No title – contractual rights only

(b) No economic rights under Preliminary Contracts

(c)

Sovereign

(c)

Current Status of Bolivian Mining Law

(d) Reliance on Key Foreign Personnel

(e) Dependence on Foreign Third Parties

(f) Mineral Resource Estimation Risk

(g) Environmental Risk

(h)

Additional Funding Requirements

Risks relating to the Company’s operations and assets

(a) Joint Venture Risk

(b) Exploration and Development Risks

(c) Resource and Reserve Estimates

(d) Commodity Price Volatility and Exchange Rate Risks

(e)

Operating Risks

(f)

Nature of Mining Cooperatives

(g) Contractual Rights of the Mining Cooperatives

(h) Toll Treatment Plants

(i)

Sale of Product

JAVELIN MINERALS LIMITED Proxy Solicitation & Information Statement 2014