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LATITUDE 66 LIMITED Proxy Solicitation & Information Statement 2012

Apr 19, 2012

65213_rns_2012-04-19_fc28b488-33b2-4c46-b6c0-95a336f1269f.pdf

Proxy Solicitation & Information Statement

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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 10.30am (WST) on 24 May 2012 at the Vic Hotel, 228 Hay Street Subiaco, Western Australia.

The attached 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 300,000 Shares to nominees of CoMarCon GbR

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 300,000 Shares on 23 December 2011 to nominees of CoMarCon GbR on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 1 by CoMarCon GbR and any person associated with CoMarCon GbR. 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.

2. Resolution 2 – Ratification of issue of 4,110,057 Shares under Share placement

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 4,110,057 Shares on 7 March 2012 to various sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 2 by any person who participated in the issue the subject to Resolution 2 and any person associated with those persons. 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.

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3. Resolution 3 – Approval for issue of Shares and Options under the Share and Option Placement

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

“ That, for the purpose of Listing Rule 7.1 and for all other purposes, the Company approves the allotment and issue of up to 13,485,881 Shares at an issue price of 7.4 cents per Share, together with up to 2,247,647 free attaching Series A Options, 2,247,647 free attaching Series B Options and 2,247,647 free attaching Series C Options, to various sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 3 by any person who may participate in the proposed issue and any 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 person associated with those persons. 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.

4. Resolution 4 – Approval for Peter Langworthy to participate in the Share and Option Placement

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

“ That, for the purpose of Listing Rule 10.11 and for all other purposes, the Company approves the participation of Mr Peter Langworthy, a Director, or his nominee(s), in the Share and Option Placement the subject of Resolution 3 by subscribing for up to 2,027,027 Shares at an issue price of 7.4 cents per Share, together with 337,838 free attaching Series A Options, 337,838 free attaching Series B Options and 337,838 free attaching Series C Options, and otherwise on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 4 by Peter Langworthy and any person associated with Peter Langworthy. 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.

5. Resolution 5 – Approval for Andrew Munckton to participate in the Share and Option Placement

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

“ That, for the purpose of Listing Rule 10.11 and for all other purposes, the Company approves the participation of Mr Andrew Munckton, a Director, or his nominee(s), in the Share and Option Placement the subject of Resolution 3 by subscribing for up to 4,729,729 Shares at an issue price of 7.4 cents per

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Share, together with 788,288 free attaching Series A Options, 788,288 free attaching Series B Options and 788,288 free attaching Series C Options, and otherwise on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 5 by Andrew Munckton and any person associated with Andrew Munckton. 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.

6. Resolution 6 – Approval for David Morgan to participate in the Share and Option Placement

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

“ That, for the purpose of Listing Rule 10.11 and for all other purposes, the Company approves the participation of Mr David Morgan, a Director, or his nominee(s), in the Share and Option Placement the subject of Resolution 3 by subscribing for up to 4,054,054 Shares at an issue price of 7.4 cents per Share, together with 675,676 free attaching Series A Options, 675,676 free attaching Series B Options and 675,676 free attaching Series C Options, and otherwise on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 6 by David Morgan and any person associated with David Morgan. 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.

7. Resolution 7 – Approval of Performance Rights Plan

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

“ That, for the purpose of Listing Rule 7.2 Exception 9(b) and for all other purposes, the Company approves the issue of securities under the Company’s performance rights plan, as an exception to Listing Rule 7.1. ”

The Company will disregard any votes cast on Resolution 7 by a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of those persons. 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.

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8. Resolution 8 – Approval for issue of Performance Rights to Peter Langworthy

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

“ That, for the purpose of section 208 of the Corporations Act and Listing Rule 10.14 and for all other purposes, the Company approves the issue of up to 2,000,000 Performance Rights to Peter Langworthy or his nominee(s) for no consideration, and otherwise on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 8 by Peter Langworthy and any associate of Peter Langworthy. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and
(b) it is not cast on behalf of Peter Langworthy or an associate of Peter Langworthy. Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 8 unless:
(a) the appointment specifies the way the proxy is to vote on Resolution 8; or

(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 8. Shareholders may also choose to direct the Chair to vote against Resolution 8 or to abstain from voting.

9. Resolution 9 – Approval for issue of Performance Rights to Andrew Munckton

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

“ That, for the purpose of section 208 of the Corporations Act and Listing Rule 10.14 and for all other purposes, the Company approves the issue of up to 5,000,000 Performance Rights to Andrew Munckton or his nominee(s) for no consideration, and otherwise on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 9 by Andrew Munckton and any associate of Andrew Munckton. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and
(b) it is not cast on behalf of Andrew Munckton or an associate of Andrew Munckton. Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 9 unless:
(a) the appointment specifies the way the proxy is to vote on Resolution 9; or

(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 9. Shareholders may also choose to direct the Chair to vote against Resolution 9 or to abstain from voting.

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10. Resolution 10 – Approval for issue of Performance Rights to David Morgan

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

“ That, for the purpose of section 208 of the Corporations Act and Listing Rule 10.14 and for all other purposes, the Company approves the issue of up to 5,000,000 Performance Rights to David Morgan or his nominee(s) for no consideration, and otherwise on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 10 by David Morgan and any associate of David Morgan. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

(b) it is not cast on behalf of David Morgan or an associate of David Morgan. Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 10 unless:

(a) the appointment specifies the way the proxy is to vote on Resolution 10; or (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 10. Shareholders may also choose to direct the Chair to vote against Resolution 10 or to abstain from voting.

By Order of the Board

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B R McCullagh Director and Company Secretary 12 April 2012

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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.

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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 10.30am (WST) on Tuesday, 22 May 2012. 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 10.30am (WST) on Tuesday, 22 May 2012. 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 22 May 2012.

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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 with an “X”)

OR

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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 10.30am (WST) at the Vic Hotel, 228 Hay Street, Subiaco, Western Australia, on Thursday, 24 May 2012 and at any adjournment of that Meeting.

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

Important for Resolutions 4-10 - If the Chair of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chair of the Meeting to vote in accordance with the Chair’s voting intentions on Resolutions 4-10 as set out in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolutions 4-10, the Chair of the Meeting will not cast your votes on Resolutions 4-10 and your votes will not be counted in computing the required majority if a poll is called on these items. If you appoint the Chair of the Meeting as your proxy you can direct the Chair how to vote by either marking the boxes below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chair of the Meeting will vote in favour of Resolution 4-10).

The Chair of the Meeting intends to vote all available proxies in favour of Resolutions 4-10.

I/We direct the Chair of the Meeting to vote in accordance with the Chair’s voting intentions on Resolutions 4-10 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 4-10 are connected directly or indirectly with the remuneration of a member of Key Management Personnel and /or even if the Chair has an interest in the outcome of these items and any votes cast by the Chair, other than as proxy holder, would be disregarded because of that interest .

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RESOLUTION	FOR	AGAINST	ABSTAIN
1. Ratification of issue of 300,000 Shares to nominees of CoMarCon GbR
2. Ratification of issue of 4,110,057 Shares under Share placement
3. Approval for issue of Shares and Options under the Share and Option Placement
4. Approval for Peter Langworthy to participate in the Share and Option Placement
5. Approval for Andrew Munckton to participate in the Share and Option Placement
6. Approval for David Morgan to participate in the Share and Option Placement
7. Approval of Performance Rights Plan
8. Approval for issue Performance Rights to Peter Langworthy
9. Approval for issue Performance Rights to Andrew Munckton
10. Approval for issue Performance Rights to David Morgan

*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 ______ 2012 ____ _____

Contact name Contact Business Telephone/Mobile

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INSTRUCTIONS FOR COMPLETING PROXY FORM

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

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 10.30am (WST) on Tuesday, 22 May 2012 (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 61 115 768 986 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 Thursday, 24 May 2012 at 10.30am WST at the Vic Hotel, 228 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 300,000 SHARES

On 23 December 2011, the Company announced that it had entered into an agreement with CoMarCon GbR, a German company (" CoMarCon ") pursuant to which CoMarCon agreed to provide marketing support services to the Company in Europe. In consideration for the services, the Company agreed to issue 300,000 Shares to CoMarCon or its nominees. These Shares were issued on 23 December 2011, with 200,000 Shares issued to Stephan Tandon, and 100,000 Shares issued to Stefan Huber (Messrs Tandon and Huber being the nominees of CoMarCon). The Shares were issued in consideration for the provisions of marketing services at a deemed issue price of 8.5 cents per Share.

Listing Rule 7.1 broadly provides, subject to certain exceptions, that a company may issue securities up to 15% of its issued capital in a 12 month period without shareholder approval. Shareholder approval is required if the issue of securities would cause the company to breach the 15% limit.

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 300,000 Shares that was made on 23 December 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) 300,000 Shares were allotted and issued;
(b) the Shares were issued at a deemed issue price of 8.5 cents per Share and as consideration for the provision of marketing services to the Company by CoMarCon;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company;

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(d) 200,000 Shares were issued to Stephan Tandon, and 100,000 Shares issued to Stefan Huber (Messrs Tandon and Huber being the nominees of CoMarCon); and
(e) no funds were raised under the issue.

2. RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES UNDER THE SHARE PLACEMENT

On 7 March 2012, the Company announced that it had undertaken a placement of 4,110,057 Shares to various sophisticated and professional investors at an issue price of 8.5 cents per Share to raise $349,355.

A summary of Listing Rules 7.1 and 7.4 is provided above.

Pursuant to Resolution 2, the Directors are seeking ratification under Listing Rule 7.4 of the issue of 4,110,057 Shares that was made on 7 March 2012 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) 4,110,057 Shares were allotted and issued;
(b) the Shares were issued at an issue price of 8.5 cents per Share;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company;
(d) the Shares were issued to various sophisticated and professional investors; and
(e) funds raised from the issue will be used to advance the Company’s Kalman molybdenumrhenium-copper-gold project located in Mount Isa in Queensland, and for general working capital.

3. BACKGROUND TO RESOLUTIONS 3 TO 10

Board and Management changes

On 20 March 2012, the Company announced a number of changes to the Board, with Russell Davis stepping down as managing director, and the appointments of the following three highly regarded mining executives to spearhead the Company’s next stage of growth and development:

(a) Peter Langworthy (as Non-executive Chairman);
(b) Andrew Munckton (as Managing Director); and
(c) David Morgan (as Operations Director),

(together, the " New Directors ").

The proposed terms of employment of the New Directors, subject to formal agreements being executed, is as follows:

(a) Mr Langworthy will be paid a chairman’s fee of $70,000 per annum, and will be appointed as a consultant and be paid a once off consulting fee of $50,000;

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(b) Mr Munckton will be paid a base salary of $280,000 per annum plus statutory superannuation; and
(c) Mr Morgan will be paid a base salary of $280,000 per annum plus statutory superannuation.

In addition, as part of their remuneration, each of the New Directors (or their nominees) will, subject to shareholder approval, be issued the following performance shares (“ Performance Rights ”) pursuant to a Performance Rights Plan adopted by the Board on 30 March 2012:

	New Director	Number of Performance Rights	Attaching Vesting Conditions
	Peter Langworthy	2,000,000 Performance Rights	• 500,000 Performance Rights will vest when the Company’s volume weighted average price per share for 10 trading days on ASX (“VWAP”) exceeds $0.30; • 750,000 Performance Rights will vest when the Company’s VWAP exceeds $0.45; and • 750,000 Performance Rights will vest when the Company’s VWAP exceeds $0.60.
	Andrew Munckton	5,000,000 Performance Rights	• 1,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.30; • 2,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.45; and • 2,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.60.
	David Morgan	5,000,000 Performance Rights	• 1,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.30; • 2,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.45; and • 2,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.60.

The New Directors bring a significant depth of experience in all facets of the exploration and mining sectors, from project evaluation and acquisition, exploration and discovery through to resource evaluation, feasibility, project financing, development and mining operations.

Jan Hope and KD Park will remain on the Board as Non-Executive Directors and Bruce McCullagh will remain as company secretary of the Company but will retire as a Director after a suitable hand-over period.

The Board is confident that the new Board and Management team has the capability to progress the Company’s high quality portfolio of copper-gold assets in North Queensland towards development and to reposition the Company as a successful mid-tier mining company.

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Strategic Share and Option Placement

In connection with the Board and Management changes, the Company also announced that it will, subject to shareholder approval, be undertaking a placement of 13,485,881 Shares (“ New Shares ”) to a group of strategic resource investors to support the Company’s ongoing exploration activities in North Queensland. The New Shares will be issued at an issue price of 7.4 cents per New Share to raise $997,955. The New Shares will be fully paid ordinary shares in the capital of the Company and rank pari passu with existing Shares.

For every 2 New Shares subscribed for, the subscribers will receive 1 free attaching Option (equally apportioned from each of the series below) to subscribe for Shares (“ New Options” ) as follows:[1]

Series	Exercise Price	Vesting Date	Expiry Date
A	$0.164	12 months from the date of issue	4 years from the date of issue
B	$0.205	18 months from the date of issue	4 years from the date of issue
C	$0.246	24 months from the date of issue	4 years from the date of issue

(the " Share and Option Placement ").

The full terms of the Series A Options, Series B Options and Series C Options are set out in Schedules 1, 2 and 3 of the Explanatory Memorandum respectively.

Subject to shareholder approval, the New Directors will participate in the Share and Option Placement.

Purpose of Resolutions 3 to 10

For the purposes of implementing both the changes to the Board and the Share and Option Placement:

(a) Resolution 3 seeks to obtain shareholder approval to issue the New Shares and New Options under the Share and Option Placement;
(b) Resolutions 4, 5 and 6 seek to obtain shareholder approval for the participation of each of the New Directors in the Share and Options Placement;
(c) Resolution 7 seeks the obtain shareholder approval of the Performance Rights Plan; and

1 New Options will be issued in three equal tranches against the subscriber’s total entitlement for New Options. For example if a subscriber has subscribed for 1,200,000 Shares, the New Option entitlement will be 600,000 New Options, the subscriber will be issued 200,000 New Options from each Series A, B and C.

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(d) Resolutions 8, 9 and 10 seek to obtain shareholder approval for the grant of certain Performance Rights to the New Directors, as described above.

4. RESOLUTION 3 – APPROVAL FOR ISSUE OF SHARES AND OPTIONS UNDER THE SHARE AND OPTION PLACEMENT

A summary of Listing Rule 7.1 is set out above.

Pursuant to Resolution 3, the Directors are seeking shareholder approval under Listing Rule 7.1 for the issue of up to 13,485,881 Shares at an issue price of 7.4 cents per Share, together with up to 2,247,647 free attaching Series A Options, 2,247,647 free attaching Series B Options and 2,247,647 free attaching Series C Options, under the Share and Option Placement.

The following information is provided for the purposes of Listing Rule 7.3.

(a) up to 13,485,881 Shares, together with up to 2,247,647 free attaching Series A Options, 2,247,647 free attaching Series B Options and 2,247,647 free attaching Series C Options will be issued;
(b) the Company will allot the Shares, Series A Options, Series B Options and Series C Options no later than 3 months after the date of the meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;
(c) the Company will allot the Shares, Series A Options, Series B Options and Series C Options on one date;
(d) the Shares will be issued at an issue price of 7.4 cents per Share. The Series A Options, Series B Options and Series C Options are free attaching Options and no issue price will be payable for their issue;
(e) the Shares, Series A Options, Series B Options and Series C Options will be issued to various sophisticated and professional investors. Subject to Resolutions 4, 5 and 6 being passed, the New Directors will participate in the Share and Options Placement to the extent set out in Resolutions 4, 5 and 6;
(f) the Shares issued under the Share and Option Placement will be fully paid ordinary shares in the capital of the Company and will rank equally with the Company’s existing issued Shares. The Series A Options, Series B Options and Series C Options have the terms and conditions set out in Schedules 1, 2 and 3 of the Explanatory Statement respectively; and
(g) funds raised from the Share and Option Placement will be used to fund the Company’s ongoing exploration activities in North Queensland and for working capital.

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5. RESOLUTIONS 4, 5 AND 6 – APPROVAL FOR NEW DIRECTORS TO PARTICIPATE IN THE SHARE AND OPTION PLACEMENT

The Company intends to undertake the Share and Option Placement as set out in Resolution 3.

Resolutions 4, 5 and 6 seek shareholder approval pursuant to Listing Rule 10.11 to allow Peter Langworthy, Andrew Munckton and David Morgan, each a Director, to participate in the proposed Share and Option Placement by permitting him or his nominee(s) to subscribe for Shares, Series A Options, Series B Options and Series C Options as follows:

	Shares	Series A Options	Series B Options	Series C Options
Peter Langworthy	2,027,027	337,838	337,838	337,838
Andrew Munckton	4,729,729	788,288	788,288	788,288
David Morgan	4,054,054	675,676	675,676	675,676

Messrs Langworthy, Munckton and Morgan’s participation will be on exactly the same terms as the Share and Option Placement is being made to the unrelated parties.

In respect of Resolution 4, the following further information is provided to Shareholders for the purposes of Listing Rule 10.13:

(a) the Company can issue a maximum of 2,027,027 Shares, 337,838 Series A Options, 337,838 Series B Options, and 337,838 Series C Options under Resolution 4;
(b) the Company will issue the Shares, Series A Options, Series B Options within one month of the date of the general meeting (or such later date as approved by ASX);
(c) the issue price of the Shares is 7.4 cents per Share. The Series A Options, Series B Options and Series C Options are free attaching Options and no issue price will be payable for their issue;;
(d) the Shares, Series A Options, Series B Options and Series C Options will be issued to Peter Langworthy or his nominee(s);
(e) the Shares issued under the Share and Option Placement will be fully paid ordinary shares in the capital of the Company and will rank equally with the Company’s existing issued Shares. The Series A Options, Series B Options and Series C Options have the terms and conditions set out in Schedules 1, 2 and 3 of the Explanatory Statement respectively; and
(f) funds raised from the Share and Option Placement will be used to fund the Company’s ongoing exploration activities in North Queensland and for working capital.

In respect of Resolution 5, the following further information is provided to Shareholders for the purposes of Listing Rule 10.13:

(a) the Company can issue a maximum of 4,729,729 Shares, 788,288 Series A Options, 788,288 Series B Options, and 788,288 Series C Options under Resolution 5;

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(b) the Company will issue the Shares, Series A Options, Series B Options within one month of the date of the general meeting (or such later date as approved by ASX);
(c) the issue price of the Shares is 7.4 cents per Share. The Series A Options, Series B Options and Series C Options are free attaching Options and no issue price will be payable for their issue;;
(d) the Shares, Series A Options, Series B Options and Series C Options will be issued to Andrew Munckton or his nominee(s);
(e) the Shares issued under the Share and Option Placement will be fully paid ordinary shares in the capital of the Company and will rank equally with the Company’s existing issued Shares. The Series A Options, Series B Options and Series C Options have the terms and conditions set out in Schedules 1, 2 and 3 of the Explanatory Statement respectively; and
(f) funds raised from the Share and Option Placement will be used to fund the Company’s ongoing exploration activities in North Queensland and for working capital.

In respect of Resolution 6, the following further information is provided to Shareholders for the purposes of Listing Rule 10.13:

(a) the Company can issue a maximum of 4,054,054 Shares, 675,676 Series A Options, 675,676 Series B Options, and 675,676 Series C Options under Resolution 6;
(b) the Company will issue the Shares, Series A Options, Series B Options within one month of the date of the general meeting (or such later date as approved by ASX);
(c) the issue price of the Shares is 7.4 cents per Share. The Series A Options, Series B Options and Series C Options are free attaching Options and no issue price will be payable for their issue;;
(d) the Shares, Series A Options, Series B Options and Series C Options will be issued to David Morgan or his nominee(s);
(e) the Shares issued under the Share and Option Placement will be fully paid ordinary shares in the capital of the Company and will rank equally with the Company’s existing issued Shares. The Series A Options, Series B Options and Series C Options have the terms and conditions set out in Schedules 1, 2 and 3 of the Explanatory Statement respectively; and
(f) funds raised from the Share and Option Placement will be used to fund the Company’s ongoing exploration activities in North Queensland and for working capital.

If approval is given for the grant of the Shares, Series A Options, Series B Options and Series C Options under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Related party transactions

Section 208 of the Corporations Act prohibits the giving of a financial benefit to a related party of a public company, unless the financial benefit has been approved by shareholders, or the giving of that benefit falls within an exception in the act.

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The Corporations Act defines a related party of a company to include a director of the company. Accordingly, the issue of the New Shares and New Options to the New Directors under the Share and Option Placement is a related party transaction pursuant to section 208 of the Corporations Act.

An exception to the requirement to obtain shareholder approval for related party transactions under section 208 is set out in section 210 of the Corporations Act which provides that the giving of a financial benefit that is on "arm's length" terms does not require shareholder approval. The Directors have determined that the arms length exception applies to the issue of New Shares and New Options to the New Directors under the Share and Option Placement because the New Directors are participating in the Placement on the same terms and conditions as all other investors. Accordingly, shareholder approval for the proposed participation of the New Directors in the Share and Option Placement is not sought pursuant to section 208 of the Corporations Act.

6. RESOLUTION 7 – APPROVAL OF PERFORMANCE RIGHTS PLAN

The Directors considered that it was desirable to establish an employee incentive scheme pursuant to which employees and Directors may be offered the opportunity to be granted performance rights in order to increase the range of potential incentives available to them and to strengthen links between the Company and its employees and directors. Accordingly, the Directors have adopted a performance rights plan (“ Performance Rights Plan ”).

The Performance Rights Plan is designed to provide incentives to the employees and Directors of the Company and to recognise their contribution to the Company’s success. Under the Company’s current circumstances, the Directors consider that the issue of performance rights to employees and Directors are a cost effective and efficient means for the Company to provide incentive to employees and directors as opposed to alternative forms of incentives such as cash bonuses or increased remuneration.

Performance Rights are rights to acquire Shares subject to satisfaction of specified vesting conditions ( Vesting Conditions ) in a specified performance period ( Performance Period ).

Shareholder approval is required if the issue of Performance Rights pursuant to the Performance Rights Plan is to fall within the exception to the calculation of the 15% limit imposed by Listing Rule 7.1 on the number of securities which may be issued without shareholder approval. Accordingly, Shareholder approval is sought for the purposes of Listing Rule 7.2 exception 9(b) which provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme that has been approved by the holders of ordinary securities within 3 years of the date of issue.

Prior Shareholder approval will be required before any Director or related party of the Company can participate in the Performance Rights Plan. The proposed participation of Messrs Langworthy, Munckton and Morgan in the Performance Rights Plan are the subject of Resolutions 8, 9 and 10 of this Notice of Meeting.

In accordance with the requirements of Listing Rule 7.2 exception 9(b), the following information is provided:

(a) a summary of the Performance Rights Plan is provided below;

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(b) the Performance Rights Plan has not previously been approved by Shareholders; and
(c) a voting exclusion statement has been included for the purposes of Resolution 7.

Summary of the Performance Rights Plan

(a) Eligibility: The Board may provide an invitation to an employee or director of the Company (or subsidiary of the Company) to participate in the Performance Rights Plan. Where such person accepts the invitation, he or she will become a participant under the Performance Rights Plan ( Participant ).
(b) Invitation: The Board may make an invitation at any time. The invitation will include the following information:
(i) the person to whom the invitation is being made to;
(ii) the number of Performance Rights being offered;
(iii) the Vesting Conditions attaching to the Performance Rights; and
(iv) the Performance Period of the Performance Right.
(c) Grant Price: Performance Rights granted under the Performance Rights Plan will be granted free of charge.
(d) Transferability: Performance Rights may not be assigned or transferred except on the death of the Participant and with the written approval of the Board.
(e) Vesting: A Performance Right will vest when the Vesting Conditions attaching to the Performance Right are met, or immediately upon:
(i) a takeover bid (as defined in the Corporations Act) becomes or is declared unconditional;
(ii) a person, or a group of associated persons, becoming entitled to sufficient Shares to give that person or persons the ability to replace all or a majority of the Board; or
(iii) approval of a merger by way of scheme of arrangement by the Court (under the Corporations Act).
(f) Lapse of Performance Right: A Performance Right will not vest and will lapse if:
(i) the Vesting Conditions attaching to the Performance Right have not been satisfied at the expiry of the Performance Period; or
(ii) the person ceases to be employed by the Company or ceases to hold office in the Company, subject to certain exceptions.

Upon the death, permanent disability or retirement of a Participant, the Performance Rights held by the Participant shall vest if the Vesting Conditions have been met within 6 months or such longer period as the Board determines, not being longer than the applicable Performance Period.

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(g) Issue of Shares on vesting of Performance Rights: Upon determination that the Performance Right has vested, the vested Performance Right may be exercised (with no exercise price payable) and the Company will, subject to the terms of the Company’s Policy for Trading Company Securities, issue Shares to that Participant or their nominee and apply for official quotation or listing of those Shares on the ASX. Unless and until the Performance Rights have been exercised and the relevant Shares issued to that Participant as a result of that exercise, a Participant has no interest in those Shares.
(h) Ranking of Shares: Shares issued upon exercise of the Performance Right will rank pari passu in all responds with existing Shares.
(i) Transfer restrictions: Any new Shares issued, on the vesting of a Performance Right may not be transferred to a third party, disposed of or otherwise dealt with by the Participant unless:
(i) the Participant ceases to be an Eligible Person (as defined in the Performance Rights Plan); or
(ii) the Participant requests the restriction on transfer to be lifted and the Board agrees to lift the restriction on transfer.
(j) Adjustment of Performance Rights: If, prior to the vesting of a Performance Right, there is a reorganisation of the issued share capital of the Company (including a consolidation, subdivision or reduction of capital or return of capital to shareholders), the number of Shares the subject of the Performance Rights will be adjusted in a manner required by the ASX Listing Rules.
(k) Amendments to the Performance Rights Plan: The Performance Rights Plan may be amended by the Board, but amendments may not be made which:
(i) gives an advantage to the Participants without the prior approval of the Company in general meeting; or
(ii) prejudices the rights then accrued to the Participants without the prior written consent of the majority of the Participants affected by the amendment.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

7. RESOLUTIONS 8, 9 AND 10 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO THE NEW DIRECTORS

As set out in the Company’s ASX announcement on 20 March 2012, the proposed terms of employment of the New Directors, subject to formal agreements being executed, is as follows:

(a) Mr Langworthy will be paid a chairman’s fee of $70,000 per annum, and will be appointed as a consultant and be paid a once off consulting fee of $50,000;
(b) Mr Munckton will be paid a base salary of $280,000 per annum plus statutory superannuation; and
(c) Mr Morgan will be paid a base salary of $280,000 per annum plus statutory superannuation.

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In addition, as part of their remuneration, each of the New Directors (or their nominees) will, subject to shareholder approval, be issued the following performance shares (“ Performance Rights ”):

	New Director	Number of Performance Rights	Attaching Vesting Conditions
	Peter Langworthy	2,000,000 Performance Rights	• 500,000 Performance Rights will vest when the Company’s volume weighted average price per share for 10 trading days on ASX (“VWAP”) exceeds $0.30; • 750,000 Performance Rights will vest when the Company’s VWAP exceeds $0.45; and • 750,000 Performance Rights will vest when the Company’s VWAP exceeds $0.60.
	Andrew Munckton	5,000,000 Performance Rights	• 1,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.30; • 2,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.45; and • 2,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.60.
	David Morgan	5,000,000 Performance Rights	• 1,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.30; • 2,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.45; and • 2,000,000 Performance Rights will vest when the Company’s VWAP exceeds $0.60.

The grant of Performance Rights encourages the New Directors to have a greater involvement in the achievement of the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through share ownership. Under the Company’s current circumstances the Directors consider (in the absence of the New Directors) that the incentives intended for the New Directors represented by the grant of these Performance Rights are a cost effective and efficient means for the Company to provide a reward and an incentive, as opposed to alternative forms of incentive, such as the payment of additional cash compensation.

The number of Performance Rights to be granted to each of the New Directors has been determined based upon a consideration of:

the remuneration of the Directors;
the Directors’ wish to ensure that the remuneration offered is competitive with market standards. The Directors have considered the proposed number of Performance Rights to be granted will ensure that the New Directors’ overall remunerations is in line with market standards; and
incentives to attract and ensure continuity of service of directors who have appropriate knowledge and expertise.

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RELATED PARTY TRANSACTIONS

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

the giving of the financial benefits falls within one of the nominated exceptions to the provision; or
shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E of the Corporations Act, each of the New Directors is considered to be a related party of the Company.

Resolutions 8, 9 and 10 provide for the grant of Performance Rights to the New Directors which is a financial benefit which requires shareholder approval.

Current Holdings

The New Directors do not currently hold any Shares or Options in the Company. As set out above, the New Directors intend to participate in the Share and Option Placement subject to the passing of Resolutions 4, 5 and 6.

Information requirements

For the purposes of Chapter 2E of the Corporations Act the following information is provided.

The related parties to whom the proposed resolutions would permit the financial benefit to be given:

Subject to shareholder approval, the following maximum number of Performance Rights will be granted to the following related parties, or their respective nominees:

	New Director	Number of Performance Rights	Attaching Vesting Conditions
	Peter Langworthy	2,000,000 Performance Rights	• 500,000 Performance Rights will vest when the Company’s volume weighted average price per share for 10 trading days on ASX (“VWAP”) exceeds $0.30; • 750,000 Performance Rights will vest when the Company’s VWAP exceeds $0.45; and • 750,000 Performance Rights will vest when the Company’s VWAP exceeds $0.60.

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Andrew Munckton	5,000,000 Performance	•	1,000,000 Performance Rights will vest when
	Rights		the Company’s VWAP exceeds $0.30;
		•	2,000,000 Performance Rights will vest when
			the Company’s VWAP exceeds $0.45; and
		•	2,000,000 Performance Rights will vest when
			the Company’s VWAP exceeds $0.60.
David Morgan	5,000,000 Performance	•	1,000,000 Performance Rights will vest when
	Rights		the Company’s VWAP exceeds $0.30;
		•	2,000,000 Performance Rights will vest when
			the Company’s VWAP exceeds $0.45; and
		•	2,000,000 Performance Rights will vest when
			the Company’s VWAP exceeds $0.60.

The nature of the financial benefit

The proposed financial benefit to be given is the grant of Performance Rights for no consideration to the New Directors as noted above.

The Performance Rights proposed to be issued to the New Directors will be under the terms of the Performance Rights Plan (summarised in section 6 of this Explanatory Memorandum), however the above specific vesting conditions will apply to each New Director which will determine the conversion or otherwise of their Performance Rights to ordinary Shares.

In the event any of the Performance Rights have not been converted to Shares within 4 years after the date of the Performance Rights are granted, the Performance Rights will lapse.

The number and the terms and conditions, including the vesting conditions, of the Performance Rights to be granted to each of the New Directors were approved by the Board. In making this determination, the Board considered the current market practices with respect to director remuneration. The primary purpose of the grant of the Performance Rights to each of the New Directors is to provide a performance linked incentive component in their remuneration package, to motivate and reward their performance in their respective roles.

Directors’ recommendation

All the Directors were available to make a recommendation. For the reasons noted above:

Ms Jan Hope, Mr Bruce McCullagh, Mr K D Park, Mr Andrew Munckton and Mr David Morgan (who have no interest in the outcome of Resolution 8) recommend that shareholders vote in favour of Resolution 8. Mr Peter Langworthy declines to make a recommendation about Resolution 8 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of Performance Rights to him or his nominee(s).

Ms Jan Hope, Mr Bruce McCullagh, Mr K D Park, Mr Peter Langworthy and Mr David Morgan (who have no interest in the outcome of Resolution 9) recommend that shareholders vote in favour of

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Resolution 9. Mr Andrew Munckton declines to make a recommendation about Resolution 9 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of Performance Rights to him or his nominee(s).

Ms Jan Hope, Mr Bruce McCullagh, Mr K D Park, Mr Peter Langworthy and Mr Andrew Munckton (who have no interest in the outcome of Resolution 10) recommend that shareholders vote in favour of Resolution 10. Mr David Morgan declines to make a recommendation about Resolution 10 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of Performance Rights to him or his nominee(s).

Other information that is reasonably required by members to make a decision and that is known to the Company or any of its Directors.

Resolutions 8, 9 and 10 would have the effect of giving power to the Directors to grant a total of 12,000,000 Performance Rights.

The Company currently has 123,716,315 Shares and the following unlisted Options on issue:

Number	Exercise Price	Expiry Date
8,000,000	30 cents	3 September 2012
1,000,000	40 cents	31 October 2012
1,000,000	30 cents	9 September 2012
1,600,000	25 cents	30 November 2014
1,000,000	30 cents	30 November 2014
3,800,000	35 cents	30 November 2014
2,800,000	45 cents	30 November 2014
2,800,000	55 cents	30 November 2014

If all Performance Rights are issued, and assuming:

(a) all the Shares and Series A Options, Series B Options and Series C Options the subject of the Share and Option Placement are issued; and
(b) the existing Options on issue and the Series A Options , Series B Options and Series C Options have all been exercised,

the effect of the issue of the Performance Rights would be to dilute the share holding of existing shareholders by 7.23%.

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The proposed remuneration of the New Directors is set out above. The New Directors’ fees per annum (including superannuation) and the total financial benefit to be received by them in this current period as a result of the grant of the Performance Rights the subject of Resolutions 8, 9 and 10 are as follows:

Director	Fees p.a. ($)	Value of Performance Rights ($)	Total Financial Benefit ($)
Peter Langworthy	126,300	141,750	268,050
Andrew Munckton	305,200	352,000	657,200
David Morgan	305,200	352,000	657,200

The value of the Performance Rights and the pricing methodology is set out in Schedule 4.

The following table gives details of the highest, lowest and latest closing prices of the Company’s Shares trading on ASX over the past 12 months ending on 11 April 2012:

Highest Price (cents) / Date	Lowest Price (cents) / Date	Latest Price / Date
22.5 cents on 12 April 2011	7.0 cents on 9 & 21 December 2011 and 6, 9, 10, 11, 12 & 13 January 2012	10.0 cents on 11 April 2012

Neither the Directors not the Company are aware of other information that would be reasonably required by shareholders to make a decision in relation to the financial benefits contemplated by the proposed Resolutions.

ASX LISTING RULE 10.14

Under Listing Rule 10.14, an entity must not permit a director or an associate of a director or acquire securities under an employee incentive scheme without first obtaining member approval. As each of Messrs Langworthy, Munckton and Morgan are directors of the Company, Shareholder approval is required for the New Directors to be issued Performance Rights under the Performance Rights Plan.

Additional Information

Listing Rule 10.15A sets out the information which must be provided in a notice of meeting for the purposes of obtaining the approval of shareholders to an acquisition of Performance Rights to which Listing Rule 10.14 applies.

The following information in relation to the Performance Rights to be issued pursuant to Resolutions 8, 9 and 10 is provided to shareholders for the purposes of Listing Rule 10.15A:

(a) If the person is not a director, a statement of the relationship between the person and the director that requires approval to be obtained: Each of the Messrs Langworthy, Munckton and Morgan are directors of the Company.

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(b) The maximum number of securities that may be acquired for all persons for whom approval is required: 12,000,000 Performance Rights.
(c) The price (including a statement whether the price will be, or be based on, the market price), or the formula for calculating the price, for each security to be acquired under the scheme: The Performance Rights under the Performance Rights Plan will be granted for nil consideration.
(d) The names of all persons referred to in Listing Rule 10.14 who received securities under the scheme since the last approval, the number of securities received and the acquisition price for each security: Not applicable.
(e) The names of all persons referred to in Listing Rule 10.14 entitled to participate in the scheme: Any employee of director of the Company.
(f) A voting exclusion statement: The voting exclusion statements are contained on pages 4 and 5.
(g) The terms of any loan in relation to the acquisition: Not applicable.
(h) The disclosure and entitlement statement:
(i) Details of any Performance Rights issued under the Performance Rights Plan will be published in each annual report of the Company relating to the period in which the Performance Rights have been granted, including that approval for the grant of the Performance Rights was obtained under Listing Rule 10.14.
(ii) Any additional persons to whom Listing Rule 10.14 applies, who becomes entitled to participate in the Performance Rights Plan after Resolutions 8, 9 and/or 10 are approved and who are not named in the Notice of Meeting will not participate until approval is obtained under the Listing Rule 10.14.
(i) The date by which the entity will issue the securities: The Company will grant the Performance Rights to the New Directors within 3 years after the date of this Meeting.

If approval is given for the Performance Rights Plan under Listing Rule 7.2 exception 9(b), approval is not required under Listing Rule 7.1.

Voting

Note that a voting exclusion applies to Resolutions 8, 9 and 10 in the terms set out in the Notice of Meeting. In particular, the directors and other Restricted Voters may not vote on this Resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise your proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair will use any such proxies to vote in favour of the Resolutions.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on these Resolutions.

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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;

" Closely Related Party " has the meaning given in the Corporations Act;

" 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;

" Key Management Personnel " has the meaning given in the accounting standards.

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

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

" New Directors " means Peter Langworthy, Andrew Munckton and David Morgan;

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

" Option " means an option to acquire a Share;

" Performance Right " means a performance right granted under the Performance Rights Plan;

" Performance Rights Plan " means the employee incentive plan the subject of Resolution 7;

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

" Restricted Voter " means Key Management Personnel and their Closely Related Parties.

" Series A Option " means an Option having the terms and conditions set out in Schedule 1 of this Explanatory Memorandum;

" Series B Option " means an Option having the terms and conditions set out in Schedule 2 of this Explanatory Memorandum;

" Series C Option " means an Option having the terms and conditions set out in Schedule 3 of this Explanatory Memorandum;

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

" Share and Option Placement " means the placement of Shares and Options the subject of Resolution 3;

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" Shareholders " means a holder of a Share; and

" WST " means Australian Western Standard Time.

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SCHEDULE 1

Series A Options

(a) Each Option entitles the holder to subscribe for one ordinary share in Syndicated Metals Limited ACN 115 786 986 ( Company ) upon payment of $0.164.
(b) The Options will vest on the date that is 12 months after the date of issue.
(c) The Options will lapse at 5pm Western Standard Time on the date that is 4 years after the date of issue of the Options ( Expiry Date ).
(d) The Company will not apply to the ASX for official quotation of the Options.
(e) There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Options.
(f) Optionholders have the rights to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company, made during the currency of the Options.
(g) In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of issued capital of the Company, the Options will be reorganised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
(h) Subject to the Options having vested, the Options shall be exercisable at any time on or before the Expiry Date by the delivery of the registered office of the Company of a notice in writing stating the intention of the optionholder to exercise all or a specified number of Options held by them accompanied by an Option Certificate and a cheque made payable to the Company for the subscription monies for the Shares. The notice and cheque must be received by the Company during the exercise period. An exercise of only some Options shall not affect the rights of the optionholders to the balance of Options held by him or her.
(i) The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holder's identification number within 5 business days of exercise of the Options.
(j) The Shares allotted shall rank, from date of allotment, equally with the existing ordinary Shares of the Company in all respects.
(k) There is no right to change the exercise price or Options nor the number of underlying fully paid ordinary shares over which the Options can be exercised, if the Company completes any bonus or pro rata issue.

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SCHEDULE 2

Series B Options

(a) Each Option entitles the holder to subscribe for one ordinary share in Syndicated Metals Limited ACN 115 786 986 ( Company ) upon payment of $0.205.
(b) The Options will vest on the date that is 18 months after the date of issue.
(c) The Options will lapse at 5pm Western Standard Time on the date that is 4 years after the date of issue of the Options ( Expiry Date ).
(d) The Company will not apply to the ASX for official quotation of the Options.
(e) There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Options.
(f) Optionholders have the rights to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company, made during the currency of the Options.
(g) In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
(h) Subject to the Options having vested, the Options shall be exercisable at any time on or before the Expiry Date by the delivery of the registered office of the Company of a notice in writing stating the intention of the optionholder to exercise all or a specified number of Options held by them accompanied by an Option Certificate and a cheque made payable to the Company for the subscription monies for the Shares. The notice and cheque must be received by the Company during the exercise period. An exercise of only some Options shall not affect the rights of the optionholders to the balance of Options held by him or her.
(i) The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holder's identification number within 5 business days of exercise of the Options.
(j) The Shares allotted shall rank, from date of allotment, equally with the existing ordinary Shares of the Company in all respects.
(k) There is no right to change the exercise price or Options nor the number of underlying fully paid ordinary shares over which the Options can be exercised, if the Company completes any bonus or pro rata issue.

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SCHEDULE 3

Series C Options

(a) Each Option entitles the holder to subscribe for one ordinary share in Syndicated Metals Limited ACN 115 786 986 ( Company ) upon payment of $0.246.
(b) The Options will vest on the date that is 24 months after the date of issue.
(c) The Options will lapse at 5pm Western Standard Time on the date that is 4 years after the date of issue of the Options ( Expiry Date ).
(d) The Company will not apply to the ASX for official quotation of the Options.
(e) There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Options.
(f) Optionholders have the rights to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company, made during the currency of the Options.
(g) In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of issued capital of the Company, the Options will be reorganised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
(h) Subject to the Options having vested, the Options shall be exercisable at any time on or before the Expiry Date by the delivery of the registered office of the Company of a notice in writing stating the intention of the optionholder to exercise all or a specified number of Options held by them accompanied by an Option Certificate and a cheque made payable to the Company for the subscription monies for the Shares. The notice and cheque must be received by the Company during the exercise period. An exercise of only some Options shall not affect the rights of the optionholders to the balance of Options held by him or her.
(i) The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holder's identification number within 5 business days of exercise of the Options.
(j) The Shares allotted shall rank, from date of allotment, equally with the existing ordinary Shares of the Company in all respects.
(k) There is no right to change the exercise price or Options nor the number of underlying fully paid ordinary shares over which the Options can be exercised, if the Company completes any bonus or pro rata issue.

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SCHEDULE 4

Performance Rights Valuation

Resolution 8 seeks Shareholder approval to issue 2,000,000 Performance Rights to Mr Peter Langworthy. Resolution 9 seeks Shareholder approval to issue 5,000,000 Performance Rights to Mr Andrew Munckton. Resolution 10 seeks Shareholder approval to issue 5,000,000 Performance Rights to Mr David Morgan.

The Performance Rights have been valued on behalf of the Company using the hybrid employee share option model. This valuation method simulates the Company’s share price at the test date. Where the Performance Rights that meet the Vesting Conditions, the share price at the test date is used to calculate the value of the Performance Rights in the same manner as if they were options. The effective price of each Performance Right is adjusted based on the vesting percentage corresponding to the share price target met, then discounted from the test date to determine a present value. This process is repeated 10,000 times to determine an average price for the Performance Rights. The hybrid model incorporates a trinomial option valuation and a Monte Carlo simulation.

This valuation is based on the following assumptions:

(a) the exercise of a right does not affect the value of the underlying asset;
(b) share price of $0.11;
(c) a nil conversion price;
(d) an issue date of 29 March 2012;
(e) a performance period of 4 years after the grant date for the vesting conditions to be met;
(f) an estimated volatility factor of 100%
(g) a risk free rate of 3.62%;
(h) a nil dividend yield; and
(i) the Performance Rights will be converted to Shares and issued to each of the New Directors subject to the following vesting conditions:

Tranche	Number of Performance Rights	Vesting conditions
Tranche A	2,500,000	Rights will vest when the Company’s VWAP per share for 10 trading dates on ASX exceeds $0.30.
Tranche B	4,750,000	Rights will vest when the Company’s VWAP per share for 10 trading dates on ASX exceeds $0.45.

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Tranche C	4,750,000	Rights will vest when the Company’s VWAP per share for 10 trading dates on ASX exceeds $0.60.

Based on the above assumptions, independent accountants BDO Corporate Finance (WA) Pty Ltd have determined that:

(j) the average value of each Performance Right with respect of each tranche (as referred to above) is as follows:
(i) Tranche A: $0.078;
(ii) Tranche B: $0.072; and
(iii) Tranche C: $0.065.
(k) The total value of the Performance Rights issued under the 3 tranches is $845,750 attributed between the New Directors as follows:
(i) Mr Peter Langworthy: $141,750;
(ii) Mr Andrew Munckton: $352,000; and
(iii) Mr David Morgan: $352,000.

Cautionary Notes

The directors recognise and acknowledge the importance of shareholders making their decision on the basis of the best possible information. However, once this material for the Notice of Meeting and Explanatory Memorandum is prepared and despatched to shareholders, the Company has no legal obligation to continuously update the content of this material nor is it practical and logistically possible to do that and inform each shareholder individually.

By its nature, the exploration industry is subject to numerous risks and the Company’s share price is affected by a range of factors. From the time of preparing this material to the date of the General Meeting, the Company’s share price may go up or down. The Company will continue to comply with its continuous disclosure obligations and make appropriate announcements to the ASX.

Shareholders are strongly encouraged to keep track of any announcements that the Company may make and of the Company’s share price up to the date of the General Meeting as that information may have an effect on the calculations and the data that is provided in this Notice and the Explanatory Memorandum. If you do not understand the effect of such information, you should consult your professional advisor.

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