LATITUDE 66 LIMITED — AGM Information 2011

Jun 16, 2011

Syndicated Metals Limited

ABN 61 115 768 986

Notice of General Meeting

Notice is hereby given that a General Meeting of Syndicated Metals Limited ABN 61 115 768 986 ( “Company” ) will be held at 9am (WST) on Wednesday 20 July 2011 at Level 1, 68 Hay Street Subiaco, Western Australia.

The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting.

Please note terms used in the Resolutions contained in this Notice of Meeting have the same meaning as set out in the Glossary of the Explanatory Memorandum accompanying this Notice.

AGENDA

1. Resolution 1 – Ratification of issue of 12,523,482 Shares

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

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, the Company ratify the allotment and issue of 12,523,482 Shares on 20 May 2011 to Cerro Resources NL on the terms and conditions set out in the Explanatory Memorandum. ”

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold rule pursuant to Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

The Company will disregard any votes cast on Resolution 1 by Cerro Resources NL and any person associated with Cerro Resources NL. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote 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.

By Order of the Board

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B R McCullagh Director and Company Secretary June 16 2011

NOTES

These notes form part of the Notice of General Meeting and should be read in conjunction with the accompanying Explanatory Memorandum. Capitalised words and phrases used in this Notice of General Meeting are defined in the Glossary contained in the accompanying Explanatory Memorandum.

How to vote

Shareholders can vote by either:

• Attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

• Appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of General Meeting and by submitting their proxy appointment and voting instructions in person, by post, by person, in post or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company’s share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed unless previously given to the Company’s Share Registry.

Voting by proxy

• A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, the votes will be divided equally among the proxies (ie. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit.

• Should any Resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder’s behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the Meeting, the Chairman of the Meeting will act in the place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the Meeting, the secretary or any Director, that do not contain a direction how to vote will be used where possible to support each of the Resolutions proposed in this Notice.

• To be effective, proxies must be lodged before 9am (WST) on 18 July 2011. Proxies lodged after this time will be invalid.

• Proxies may be lodged using any of the following methods:

• By returning a completed proxy form in person to Level 1, 68 Hay Street, Subiaco WA 6008; or

• By post to GPO Box 2810, Perth WA 6000; or

• By faxing a completed proxy form to (08) 9380 9449.

The proxy form must be signed by the Shareholder or the Shareholder’s attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer’s attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 9am (WST) on 18 July 2011. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5pm (WST) on 18 July 2011.

PROXY FORM SYNDICATED METALS LIMITED ABN 61 115 768 986

The Company Secretary Syndicated Metals Limited Level 1, 68 Hay Street SUBIACO WA 6008

Appointment of Proxy

I/We.............................................................................................................................................................................

......

of..................................................................................................................................................................................

......

being a Shareholder / Shareholders of Syndicated Metals Limited hereby appoint

The Chairman of the Meeting (mark OR with an “X”)

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Write here the name/s of the person you are appointing if this person is someone other than the Chairman of the Meeting. Write here the name of the person you are appointing as a second proxy (if any)

Of failing him/her (if no proxy is specified above), the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting to be held at 9am (WST) at Level 1, 68 Hay Street, Subiaco, Western Australia, on Wednesday 20 July 2011 and at any adjournment of that Meeting.

This proxy is to be used in respect of _____% of the ordinary shares I/ we hold.

RESOLUTION	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN
1. Ratification of issue of 12,523,482 Shares

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

PLEASE SIGN HERE

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

Executed in accordance with section 127 of the Corporations Act:

Individual of Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Dated this _____ day of ______ 2011 ____ _____ Contact name Contact Business Telephone/Mobile

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INSTRUCTIONS FOR COMPLETING PROXY FORM

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

2. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.

3. A proxy need not be a Shareholder of the Company.

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

5. Should any Resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that Resolution as they think fit.

6. If a representative of a company Shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting.

7. If a representative as a Power of Attorney of a Shareholder is to attend the Meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the General Meeting.

8. Signing Instructions

You must sign this form as follows in the spaces provided: Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all of the Shareholders should sign.

Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your complete Proxy Form.

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

1. Lodgement of a Proxy

This Proxy Form (and any power of attorney under which it is signed) must be received at the address below not later than 9am (WST) on 18 July 2011 (48 hours before the commencement of the Meeting).

Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Hand deliveries: Level 1, 68 Hay Street, Subiaco, Western Australia 6008 Postal Address: GPO Box 2810, Perth, WA 6000 Fax Number: (08) 9380 9449

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SYNDICATED METALS LIMITED

ABN 61 115 768 968

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum has been prepared for the information of the Shareholders of Syndicated Metals Limited (“ Company ”), in connection with the business to be conducted at the General Meeting of the Company to be held on Wednesday 20 July 2011 at 9am WST at Level 1, 68 Hay Street Subiaco, Western Australia.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Shareholders are specifically referred to the Glossary in this Explanatory Memorandum which contains definitions of capitalised terms used in the Notice of General Meeting and this Explanatory Memorandum.

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF 12,523,482 SHARES

On 16 May 2011, the Company announced that it had entered into a joint venture and farm-in agreement with Cerro Resources NL (" Cerro ") regarding the Kalman molybdenum-rhenium-coppergold project located in the Mount Isa region of Northwest Queensland (" Project ") (" Agreement "). Under the Agreement, the Company can earn up to 80% interest in the Project and surrounding tenement package in two stages by equity issue and exploration expenditure as follows:

• the Company can earn an initial 60% by issuing $2 million worth of Shares to Cerro and by spending $4 million on exploration over 2 years (" Stage 1 "); and

• the Company can earn up to 80% by issuing $1 million worth of Shares to Cerro and spending $7 million on exploration over 3.5 years (" Stage 2 ").

Stage 1 provides that in order to earn an initial 60% interest, the Company must:

• issue $2 million worth of Shares to Cerro with the price being determined at a 10% discount to the 10 day Volume Weighted Average Price (" VWAP ") of the Shares; and

• undertake a minimum exploration spend of $4 million over two years (with an additional 6 months discretionary period if required).

Stage 2 provides that in order to earn a further 20% interest and move to an 80% interest, the Company must:

• issue $1 million worth of Shares to Cerro within 30 business days of electing to proceed with Stage 2, with the price being determined at a 10% discount to the 10 day VWAP of the Shares; and

• sole fund exploration expenditure of $7 million over a maximum of 3.5 years (with an additional 6 month discretionary period if required).

The earn in period can be extended if either the price of copper or molybdenum as quoted on the London Metals Exchange drop below certain price thresholds for a period greater than 90 days.

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The Company may elect to stop sole contributing at 60% or at any time during Stage 2. Cerro will be free carried by the Company once the Company has earned 80% until a decision to mine is made.

On 20 May 2011, the Company issued 12,523,482 Shares, at a deemed issue price of 15.97 cents per Share, to Cerro pursuant to Stage 1.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold rule pursuant to Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

Pursuant to Resolution 1, the Directors are seeking ratification under Listing Rule 7.4 of the issue of 12,523,482 Shares that was made on 20 May 2011 in order to restore the right of the Company to issue further shares within the 15% limit during the next 12 months.

The following information in relation to the Shares is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) 12,523,482 Shares were allotted and issued;

• (b) the Shares were issued at a deemed issue price of 15.97 cents per Share and as consideration for Cerro entering into the Agreement with the Company;

• (c) the Shares issued were fully paid ordinary shares in the capital of the Company. Under the Agreement, 6,261,741 Shares will be subject to voluntary escrow for a period of 12 months from the date of the Agreement, and the remaining 6,261,741 Shares will be subject to voluntary escrow for a period of 24 months from the date of the Agreement;

• (d) the Shares were issued to Cerro; and

• (e) no funds were raised under the issue.

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GLOSSARY

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" Board " means the board of Directors of the Company;

" Company " or " Syndicated " means Syndicated Metals Limited ABN 61 115 768 986;

" Corporations Act " means the Corporations Act 2001 (Cth);

" Director " means a director of the Company;

" Explanatory Memorandum" means this explanatory memorandum;

" Listing Rules " means the Listing Rules of the ASX;

" Meeting " or " General Meeting " means the general meeting the subject of the Notice;

" Notice " or " Notice of Meeting " or " Notice of General Meeting " means the notice of general meeting which accompanies this Explanatory Memorandum;

" Resolution " means a resolution proposed pursuant to the Notice;

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

" Shareholders " means a holder of a Share; and

" WST " means Australian Western Standard Time.

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