LATITUDE 66 LIMITED - Proxy Solicitation & Information Statement 2017

==> picture [324 x 116] intentionally omitted <==

SYNDICATED METALS LIMITED

ABN 61 115 768 986

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM TO

SHAREHOLDERS

Date of Meeting

7 June 2017

Time of Meeting

10am (AWST)

Place of Meeting

The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully. If you are unable to attend the Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

The Independent Expert has concluded that the transaction the subject of Resolution 3 of the Meeting is FAIR AND REASONABLE to Shareholders not associated with CopperChem.

All Shareholders should refer to the Independent Expert’s Report forming Schedule 1 to this Notice.

Syndicated Metals Limited ABN 61 115 768 986

NOTICE OF GENERAL MEETING

Notice is given that the general meeting of shareholders of Syndicated Metals Limited ABN 61 115 768 986 will be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, WA on 7 June 2017 at 10am (AWST) for the purpose of transacting the following business referred to in this Notice of Meeting.

AGENDA

1 Resolution 1 – Ratification of issue of Shares – Tenement Purchase 1

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

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 600,000 Shares (at a deemed issue price of 2.5 cents each) on 9 December 2016 on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue the subject of Resolution 1 and any person who is an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:

(a)	a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b)	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 Shares – Tenement Purchase 2

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

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 100,000 Shares (at a deemed issue price of 2.3 cents each) on 22 February 2017 on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 2 by any person who participated in the issue the subject of Resolution 2 and any person who is an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:

(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3 Resolution 3 – Approval to dispose of Barbara Joint Venture Interest to CopperChem

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

“ That, for the purposes of Listing Rule 10.1 and for all other purposes, Shareholders approve the Company disposing of the Barbara Joint Venture Interest to CopperChem Limited, on the terms and conditions set out in the Explanatory Memorandum. ”

Independent Expert’s Report: Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of Shareholder approval under Listing Rule 10.1. The Independent Expert has concluded that the disposal the subject of Resolution 3 is fair and reasonable to Shareholders not associated with CopperChem. Please refer to the Explanatory Memorandum and Schedule 1 to this Notice.

Voting exclusion statement: The Company will disregard any votes cast on Resolution 3 by CopperChem Limited and its Associates. However, the Company need not disregard a vote if the vote is cast by:

(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) 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.

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

==> picture [104 x 38] intentionally omitted <==

Paul Bridson Company Secretary Dated: 24 April 2017

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, electronically via the internet 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. A properly executed original (or certified copy) of the power of attorney under which an attorney has been authorised to attend and vote at the Meeting must be lodged with the Company’s share registry before 10am (AWST) on 5 June 2017 (48 hours before the commencement of the Meeting). If facsimile transmission is used, the power of attorney must be certified.

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 (i.e. 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 Chair 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 Chair 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 Chair 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 received by 10am (AWST) on 5 June 2017. Proxies received after this time will be invalid.

Proxies may be lodged using any of the following methods:

By Post: Computershare Investor Services Pty Limited GPO Box 242, Melbourne, Victoria 3001, Australia

By Fax:

(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

Electronically:

Submit proxy voting instructions online at www.investorvote.com.au Please refer to the enclosed Proxy Form for more information about submitting proxy voting instructions online.

For intermediary online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 763 574 (outside Australia) +61 3 9415 4862

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 at the above address, or by facsimile, and by 10am (AWST) on 5 June 2017. 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 (Cth), the Board has determined that a person’s entitlement to vote at the Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5pm (AWST) 5 June 2017.

Syndicated Metals Limited ABN 61 115 768 986

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Meeting.

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. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

1 RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES – TENEMENT PURCHASE 1

On 9 December 2016, the Company announced that it had issued 600,000 Shares at a deemed issue price of 2.5 cents per Share to the vendor of tenements P39/5471 and P39/5154 as consideration for the purchase of these tenements which adjoin the Company’s existing Monument Gold Project tenements ($15,000 total share consideration plus $10,000 cash), under its available 15% placement capacity.

Listing Rule 7.1 requires Shareholder approval for the proposed issue of securities in the Company. Listing Rule 7.1 broadly provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on issue.

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 set by Listing Rule 7.1. The effect of the ratification is to restore the Company's maximum discretionary power to issue further Shares up to 15% of the issued capital of the Company without requiring Shareholder approval.

Resolution 1 seeks ratification under Listing Rule 7.4 of the issue of 600,000 Shares that were issued on 9 December 2016 in relation to the acquisition of the abovementioned tenements in order to restore the ability 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) 600,000 Shares were issued;
(b) the Shares were issued at a deemed issue price of 2.5 cents each;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue;
(d) the Shares were issued to Mr Tim Westcott, the vendor of tenements P39/5471 and P39/5154. Mr Westcott is not a related party of the Company; and
(e) no funds were raised from the issue. The issue of the Shares was in settlement of the purchase of the abovementioned tenements.

2 RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES – TENEMENT PURCHASE 2

On 22 February 2017, the Company announced that it had issued 100,000 Shares at a deemed issue price of 2.3 cents per Share to the vendor of tenements P39/5456 and P39/5457 as consideration for the purchase of these tenements which adjoin the Company’s existing Monument Gold Project tenements ($2,300 total share consideration plus $10,000 cash), under its available 15% placement capacity.

Resolution 2 seeks ratification under Listing Rule 7.4 of the issue of 100,000 Shares that were issued on 22 February 2017 in relation to the acquisition of the abovementioned tenements in order to restore the ability 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) 100,000 Shares were issued;
(b) the Shares were issued at a deemed issue price of 2.3 cents each;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue;
(d) the Shares were issued to Mr Trevor Dixon, the vendor of tenements P39/5456 and P39/5457. Mr Dixon is not a related party of the Company; and
(e) no funds were raised from the issue. The issue of the Shares was in settlement of the purchase of the abovementioned tenements.

3 RESOLUTION 3 – APPROVAL TO DISPOSE OF BARBARA JOINT VENTURE INTEREST TO COPPERCHEM

Syndicated has a 50% interest in a copper exploration project located near Mt Isa in Queensland which covers approximately 100km[2] of tenure within the Mt Remarkable project area including portions of tenements EPM19733 and EPM18492 and all of EPM16112 and ML90241 ( Barbara Project ).

Further details of the Barbara Project, including mineral resource estimates prepared in accordance with the JORC Code are set out in the Optiro Valuation Report which is included in Appendix B to the Independent Expert’s Report attached.

Syndicated is proposing to undertake a sale transaction whereby it will extract value from the Barbara Project by disposing of the Barbara Joint Venture Interest. In doing so, Syndicated will obtain funding to direct towards further exploration and evaluation of its WA tenure and remaining tenure in Queensland.

Background of the Proposed Transaction

Syndicated has been in joint venture with CopperChem in relation to the Barbara Project since September 2013. Syndicated and CopperChem each hold a 50% interest in the Barbara Project pursuant to the Barbara Joint Venture. The Barbara Joint Venture covers portions of tenements EPM19733 and EPM18492 and all of EPM16112 and ML90241. CopperChem earned a 50% interest in these tenements by funding and managing a feasibility study over the Barbara Project. Under the terms of the Barbara Joint Venture the feasibility period has now ended and the joint venture participants have entered the decision period. The decision period ends on the earlier of the date on which a participant gives notice to the other participant that it has made a decision to mine and the date three years from the start of the decision period, being 30 May 2019, otherwise the project will revert to 100% ownership by Syndicated.

Currently, development of the Barbara Project is not viable and the Barbara Joint Venture interest has been fully impaired in the consolidated accounts of the Company, such that the project has no value in the Company’s consolidated balance sheet.

As at the date of this Notice, CopperChem is a substantial holder in Syndicated with a shareholding of 182,556,392 Shares (being approximately 28.77% of the total number of Shares on issue as at the date of this Notice).

The proposal is for CopperChem to buy the Barbara Joint Venture Interest from Syndicated.

Overview of the Proposed Transaction

The Company has reviewed its long term strategy to determine the optimal course of action which will provide the maximum benefit to its Shareholders. The Directors have concluded that it is in the best interests of the Company and its Shareholders to dispose of the Barbara Joint Venture Interest to CopperChem ( Proposed Transaction ). This course of action will provide the Company with cash of $2.3m to fund its other projects as well as the potential for a future production royalty on the first 10,000 tonnes of copper in concentrate (or ore equivalent) produced from the Project Area.

The Company has limited cash resources and the sale of the Barbara Joint Venture Interest will provide a substantial amount of cash which would otherwise have had to be obtained via an equity raising. The asset sale therefore avoids dilution to existing Shareholders that would occur through an equity raising.

Based upon the Company’s current position, the Directors consider that the Proposed Transaction is in the best interests of the Company and will allow it to add Shareholder value via the dedication of additional capital and resources towards the further exploration and evaluation of the Company’s other Queensland and WA based minerals projects.

A summary of the key terms of the Proposed Transaction are set out below.

Regulatory Requirements

Listing Rule 10 deals with transactions between an entity (or any of its Child Entities) and persons in a position to influence the entity.

Listing Rule 10.1 provides that an entity (or any of its Child Entities) must not acquire a substantial asset from, or dispose of a substantial asset to, any of the following persons without the approval of the entity’s security holders. These persons include:

(a) a related party;
(b) a Child Entity of the entity;
(c) a substantial holder, if the person and the person’s associates have a relevant interest, or had a relevant interest at any time in the 6 months before the transaction, in at least 10% of the total votes attached to the voting securities of the entity;
(d) an associate of a person referred to in (a) to (c) above; or
(e) a person whose relationship to the entity is such that, in ASX’s opinion, the transaction should be approved by security holders.

CopperChem has a relevant interest in 182,556,392 Shares, being approximately 28.77% of the total Shares on issue as at the date of this Notice and as such, is a ‘substantial holder’ for the purpose of Listing Rule 10.1. The Company has determined that the disposal of the Barbara Joint Venture Interest would constitute the disposal of a substantial asset.

Accordingly, ASX requires the Company to seek approval under Listing Rule 10.1 for the disposal of the Barbara Joint Venture Interest.

Resolution 3 seeks Shareholder approval for the Proposed Transaction.

Key Terms of the Proposed Transaction

The key terms of the Proposed Transaction are set out in the Joint Venture Interest Sale Agreement entered into by the Company and CopperChem on 21 April 2017 ( SPA ) and the Ancillary Agreements.

A summary of the SPA is as follows:

(a) Sale and Purchase

On Settlement, the Company must sell, and CopperChem must buy, the Barbara Joint Venture Interest for the Consideration (defined below) free of encumbrances.

(b) Consideration

The consideration to be paid by CopperChem under the Proposed Transaction ( Consideration ) comprises:

(i) $2,300,000 payable in one instalment upon Settlement; and
(ii) a royalty payable by CopperChem to the Company under the Royalty Deed (see further details below).

(c) Conditions Precedent

Settlement of the Proposed Transaction is subject to and conditional upon:

(i) the Company obtaining Shareholder approval for the Proposed Transaction pursuant to Listing Rule 10 ( the Shareholder approval the subject of this Notice); and
(ii) the receipt of written indicative approval under the Mineral and Energy Resources (Common Provisions) Act 2014 (Qld) from the relevant Minister to the transfer of Syndicated’s interest in the tenements underlying the Barbara Joint Venture (and such indicative approval must be unconditional or subject only to conditions which are acceptable to CopperChem and Syndicated each acting reasonably),

(the Conditions Precedent ).

If the Conditions Precedent are not satisfied (or waived by agreement) on or before 31 December 2017, or such later date as is agreed between the parties, either party may terminate the SPA and the Proposed Transaction will not proceed.

(d) Termination

Either party may terminate the SPA if before Settlement, the other party suffers an insolvency event or winding up (or similar event), or a holder of an encumbrance takes possession of the whole or a substantial part of the property of the other party.

(e) Settlement

Settlement of the Proposed Transaction will take place on the day that is 5 business days after the satisfaction or waiver of all of the Conditions Precedent noted above, or such other date as the Company and CopperChem agree in writing.

(f) Title and Risk

Title to and risk in the Barbara Joint Venture Interest passes to CopperChem on Settlement.

(g) Warranties

The SPA contains seller and buyer warranties that are customary for this type of agreement.

Syndicated’s maximum aggregate liability under its warranty obligations in the SPA is capped at $2,300,000. CopperChem is entitled to bring a claim in relation to the warranties within 2 years of Settlement occurring.

(h) Governing Law

The SPA is governed by the laws of Queensland. The parties have agreed to submit to the non-exclusive jurisdiction of the Courts of Queensland.

Ancillary Agreements

In connection with the Proposed Transaction, the Company also proposes to enter into the Royalty Deed and Exploration Rights Agreement with CopperChem at Settlement.

A summary of these agreements is as follows:

Royalty Deed

Pursuant to the Royalty Deed, CopperChem will pay Syndicated a royalty, in Australian dollars, on the first 10,000 tonnes of copper in concentrate (or ore equivalent) produced from the Project Area ( Production Royalty ). The Production Royalty will be payable as follows:

(i) 1% of the net smelter return ( NSR ) generated from the sale of copper-in-concentrate (or its ore equivalent) subject to a minimum invoiced copper price of US$2.50/lb; and
(ii) 2% of the NSR generated from the sale of copper-in-concentrate (or its ore equivalent) subject to a minimum invoiced copper price of US$3.00/lb.

NSR is defined as:

(i) in relation to copper-in-concentrate, net revenue received from the sale of the products, excluding credits from other metals; and
(ii) in relation to ore sales, net revenue received from the sale of the products, excluding credits from other metals and less processing costs.

Where no production royalties are payable due to the copper invoiced price being below US$2.50/lb, copper sold by the Barbara Project does not count towards the 10,000 tonne production royalty cap.

Exploration Rights Agreement

Pursuant to the Exploration Rights Agreement, Syndicated will grant CopperChem the right to have access and conduct exploration activities on certain sub blocks of tenements EPM 18492 and EPM 19733, at CopperChem’s own risk, until these tenements expire, have been surrendered or the Exploration Rights Agreement is terminated.

The parties intend to find a mechanism whereby ownership of sub blocks of the tenements can be transferred to CopperChem.

Independent Expert’s Report

Under the Listing Rules, the Company is required to engage an independent expert to advise Shareholders whether the disposal the subject of Resolution 3 is fair and reasonable to Shareholders not associated with CopperChem.

The Company has engaged Stanton’s International Securities Pty Ltd to prepare the Independent Expert’s Report which forms Schedule 1 to this Notice.

The Independent Expert has concluded that the disposal the subject of Resolution 3 is fair and reasonable to Shareholders not associated with CopperChem. All Shareholders are encouraged to read the Independent Expert’s Report in detail and should you have any questions, speak to your professional adviser. A copy of the Independent Expert’s Report may be obtained from the Company’s website at www.syndicatedmetals.com.au. A hard copy of the Report may be obtained from the Company free of charge by contacting the Company on +61 8 9380 9440.

Board, Senior Management and Business Model

The Board and senior management of the Company will remain unchanged as a result of the Proposed Transaction.

– - Monument Gold Project (Laverton Western Australia) Syndicated 100%

In July 2016, the Company’s assessment of potential new gold and base metal resource assets culminated in the acquisition of the Monument Gold Project in the Laverton region of Western Australia, through the purchase of private company, Monument Exploration Pty Ltd.

The Monument Gold Project comprises a 210km[2] tenement package located approximately 55km west of Laverton in the Laverton gold district of WA, which hosts numerous multi-million ounce gold mines. The package comprises nine contiguous tenements (eight of which are granted and one application) which lie immediately to the north-west of the 3.3Moz Mount Morgans Gold Project, currently being explored and developed by Dacian Gold Limited (ASX: DCN).

Syndicated completed its maiden exploration program at the Monument Gold Project during the December 2016 quarter. Results from this program were encouraging, indicating the potential for the discovery of a large, high-quality gold system.

In March 2017, the Company completed a drilling program at the Monument Gold Project.

The Company plans to focus on undertaking further exploration programs over the Monument Gold Project tenure. Details of the funds intended to be applied towards these programs are set out under the ‘indicative use of funds’ section of this Explanatory Memorandum.

- - Mt Remarkable/Northern Hub Project (Mt Isa Queensland) Syndicated 100%

The Mt Remarkable Project consists of eleven EPM tenements covering approximately 1,000km[2] of tenure and straddles the Mt Remarkable Fault from the Barkley Hwy to Kajabbi.

Enquiries and proposals have been received from groups seeking earn-in joint venture arrangements over the project. Syndicated is seeking to partially divest the project via an exploration earn-in joint venture.

- - Fountain Range/Southern Hub Project (Mt Isa Queensland) Syndicated 100%

The Fountain Range Project consists of sixteen EPM tenements covering approximately 460km[2] of tenure 100km south-east of Mt Isa. The area is prospective for vein style and IOCG style copper-gold mineralisation.

As a result of the Proposed Transaction, other than as disclosed elsewhere in this Explanatory Memorandum, the Company:

(a) does not currently intend to make any significant changes to the existing business or business model of the Company;
(b) does not have any present intention to raise further capital, however future funding will be required by the Company to explore its current tenement holdings and the Company may seek to raise additional funds as needed. Should Resolution 3 not be approved by the Shareholders, additional capital would be required;
(c) does not currently intend to increase its number of employees or alter the future employment status of the Company’s present employees and contemplates that they will continue in the ordinary course of business;
(d) does not currently intend for any property to be transferred by the Company;
(e) does not currently intend to redeploy the fixed assets of the Company; and
(f) does not currently intend to change the Company’s existing financial or dividend policies.

The Company’s intentions mentioned in this Explanatory Memorandum are based on the facts and information regarding the Company and the general business environment which is known to it as at the date of this Notice. Any future decisions will be reached by the Company based on all material information and circumstances at the relevant time. Accordingly, if circumstances change or new information becomes available in the future, the Company’s intentions could change.

Capital Structure

The capital structure of the Company following Settlement will not change. The current capital structure is set out below:

Quoted Securities	Number
Fully paid ordinaryshares(SMD)	634,484,141

Unquoted Securities	Number
Performance Rights expiring 21 October 2018, which vest when the Company’s 10 day VWAP exceeds: $0.06675 $0.11125	1,158,478 1,639,731
Performance Rights expiring 27 October 2020, which vest when the Company’s 10 day VWAP exceeds: $0.047 $0.078	1,142,560 1,241,913
Options expiring8 February2018 with an exerciseprice of$0.012	60,164,182

Notes:

1 This table assumes that no other securities are issued or converted.

Indicative Use of Funds

The Company intends to use its existing cash reserves and the funds received from the Proposed Transaction over the first 18 months following Settlement as follows:

Description	Use of funds	Use of funds
	$	%
Exploration and evaluation activities associated with the Company’s Monument Gold Project in WA	2,050,000	68
Exploration and asset maintenance activities associated with the Company’s Queensland copper-gold projects to ensure the tenement holding is kept in good standing	350,000	12
General working capital and administrative expenses	540,000	18
Expenses of the Proposed Transaction	60,000	2
TOTAL	3,000,000	100

The above table includes current cash reserves of $0.7M.

The above table is a statement of current intentions as at the date of this Notice. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

Indicative Timetable

Subject to Listing Rule and Corporations Act requirements, the Company anticipates Settlement will be in accordance with the following timetable:

Event	Indicative Timing*
ASX announcement of Proposed Transaction	24 April 2017
General Meeting to approve Proposed Transaction	7 June 2017
Settlement of Proposed Transaction	Under the SPA, Settlement of the Proposed Transaction must take place on the day that is 5 business days after the satisfaction or waiver of all of the Conditions Precedent, or such other date the Company and CopperChem agree in writing.

*The Directors reserve the right to change the above indicative timetable without requiring any disclosure to security holders.

Financial Effect of the Proposed Transaction on the Company

The impact of the Proposed Transaction on the Company’s financial position will be an increase of $2.3m to its cash balance and potential future royalty payments pursuant to the Royalty Deed.

There will be no impact on the capital structure of the Company as a result of the Proposed Transaction.

The change in the Company’s financial position is shown below:

	Consolidated 31 December 2016 Pre-Disposal (audited) $	Adjustments $	Consolidated 31 December 2016 Post-Disposal (pro-forma unaudited)1 $
ASSETS
CURRENT ASSETS
Cash and cash equivalents	1,319,874	2,300,000	3,619,874
Trade and other receivables	140,282	-	140,282
TOTAL CURRENT ASSETS	1,460,156	2,300,000	3,760,156

NON-CURRENT ASSETS
Property, plant and equipment	74,097	-	74,097
Exploration & Evaluation	6,650,600	-	6,650,600
TOTAL NON-CURRENT ASSETS	6,724,697	-	6,724,697
TOTAL ASSETS	8,184,853	2,300,000	10,484,853

LIABILITIES
CURRENT LIABILITIES
Trade and otherpayables	364,404	60,000	424,404
Provisions	20,382	-	20,382
TOTAL CURRENT LIABILITIES	384,786	60,000	444,786

NON-CURRENT LIABILITIES
Provisions	7,629	-	7,629
TOTAL NON-CURRENT LIABILITIES	7,629	-	7,629
TOTAL LIABILITIES	392,415	60,000	452,415
NET ASSETS	7,792,438	2,240,000	10,032,438

EQUITY
Contributed equity	26,188,667	-	26,188,667
Share based payments reserve	242,393	-	242,393
Accumulated losses	(18,638,622)	2,240,000	(16,398,622)
TOTAL EQUITY	7,792,438	2,240,000	10,032,438

Notes:

1 The pro-forma position in the table above has not been audited and has been prepared for illustrative purposes only and gives effect to the Disposal as if it had occurred on 31 December 2016. The pro-forma position is not intended to be a statement of the Company’s current financial position.

Reasons for the Proposed Transaction

The Directors believe that following an assessment of the advantages and disadvantages disclosed below, the Proposed Transaction is in the best interests of the Company.

Advantages

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on Resolution 3:

(a) the Proposed Transaction allows the Company to reduce costs incurred in maintaining the Barbara Joint Venture tenements in good standing;
(b) the initial $2.3m consideration from the Proposed Transaction will allow the Company to fund exploration and evaluation work on its 100%-owned Monument Gold Project in WA, exploration and asset maintenance activities on its remaining Queensland projects, general working capital, administrative expenses and the expenses of the Proposed Transaction;
(c) the Proposed Transaction has no dilutionary impact on Shareholders, in a current market environment where it is difficult to raise capital; and
(d) development of the Barbara Project will require large capital expenditure and the Company anticipates that the project will not be cash flow positive in the short term. Syndicated is a relatively small company and due to the relatively high risks associated with the Barbara Project and the potential for positive cash flows only towards the end of the project, it may be difficult for the Company to raise cash (at commercial rates) to fund its share of capital expenditure and other outgoings when required. If further equity capital was required to be raised to fund the Barbara Project, it is likely that holdings of existing Shareholders would be diluted.

Disadvantages

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on Resolution 3:

(a) the Proposed Transaction involves the sale of the Company’s ownership in its most advanced asset which may not be consistent with the investment objectives of all Shareholders; and
(b) the Company would lose any future direct benefit of an increase in the market value of the interest in the Barbara Project being sold, due to positive performance/results or increased market sentiment or otherwise. However, at this point in time, the mining of copper from the Barbara Project may be marginal and even if developed, forecasted positive cash flows are towards the end of the project life.

There will be no Board or management changes as a result of the Proposed Transaction.

Director Recommendations

Mr Robert Cooper is a nominee on the Board of the Company for CopperChem. As such, he has abstained from making a recommendation in relation to Resolution 3. Mr Robert Cooper also refrained from participating in the Board’s decision to proceed with the Proposed Transaction and to execute the SPA and Ancillary Agreements.

Each of the remaining Directors do not have any material interest in the outcome of Resolution 3 other than as a result of their interest arising solely in the capacity as security holders, and recommend that Shareholders vote in favour of Resolution 3.

Each of the Directors intend to vote all of their Shares in favour of Resolution 3.

GLOSSARY

Independent Expert means Stantons International Securities Pty Ltd.

$ means Australian dollars.

Ancillary Agreements means the Royalty Deed and Exploration Rights Agreement.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

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

AWST means western standard time as recognised in Perth, Western Australia.

Independent Expert’s Report means the report prepared by the Independent Expert for the purposes of Listing Rule 10.10.2 forming Schedule 1 to the Notice.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves as adopted by the Australasian Joint Ore Reserves Committee.

Listing Rules means the ASX Listing Rules.

Meeting means the general meeting convened by the Notice.

Monument Gold Project means the Company’s gold exploration project in the Laverton district of Western Australia.

Notice means this notice of general meeting.

Notice of Meeting means this notice of general meeting.

Barbara Joint Venture means the joint venture established in relation to the Project Area in accordance with the acquisition and joint venture agreement dated 13 September 2013 entered into between the Company and CopperChem.

Barbara Joint Venture Interest means the Company’s 50% interest in the Barbara Joint Venture along with the Company’s right, title and interest in assets associated with the Barbara Joint Venture.

Board means the Directors.

Chair means the chair of the Meeting.

Child Entity has the meaning given to that term in the Listing Rules.

Company or Syndicated means Syndicated Metals Limited ABN 61 115 768 986.

Project Area means portions of tenements EPM19733 and EPM18492 and all of EPM16112 and ML90241 near Mt Isa in the state of Queensland.

Proxy Form means the proxy form accompanying the Notice.

Resolution means a resolution contained in the Notice.

Royalty Deed means the royalty deed entered into by the Company and CopperChem on 21 April 2017.

Settlement means settlement of the Proposed Transaction in accordance with the terms of the SPA.

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

CopperChem means CopperChem Ltd ACN 130 641 691.

US$ means American dollars.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Exploration Rights Agreement means the exploration rights agreement entered into by the Company and CopperChem on 21 April 2017.

SCHEDULE 1 – INDEPENDENT EXPERT’S REPORT

PO Box 1908 West Perth WA 6872 Australia

==> picture [225 x 23] intentionally omitted <==

Level 2, 1 Walker Avenue West Perth WA 6005

Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

ABN: 42 128 908 289

24 April 2017

AFS Licence No: 448797

The Directors Syndicated Metals Limited 68A Hay Street SUBIACO WA 6008

Dear Sirs

SUMMARY OF CONCLUSION

In our opinion, taking into account the factors noted elsewhere in this report including the factors (positive, negative and other factors) noted in section 8 of this report, the proposal as outlined in paragraph 1.2 and Resolution 3 may on balance collectively be considered to be fair and reasonable to those shareholders not associated with CCL (and its deemed associates) at the date of this report.

RE: SYNDICATED METALS LIMITED (“SMD” OR “THE COMPANY”) (ABN 61 115 768 986) ON THE PROPOSAL THAT SHAREHOLDERS APPROVE THE DISPOSAL OF ITS 50% INTEREST IN THE BARBARA COPPER PROJECT TO COPPERCHEM LIMITED - MEETING OF SHAREHOLDERS PURSUANT TO AUSTRALIAN STOCK EXCHANGE (“ASX”) LISTING RULE 10.1

1. Introduction

1.1 We have been requested by the Directors of SMD to prepare an Independent Expert’s Report to determine the fairness and reasonableness relating to the proposal as outlined in Resolution 3 to the Notice of Meeting (“Notice”) and the Explanatory Memorandum (“EM”) attached to the Notice relating to the proposal to sell the Company’s 50% interest in the Barbara Joint Venture (a joint venture for exploring and developing a copper/gold/silver project) (the “Barbara Copper Project”) to CopperChem Limited (“CCL”), a wholly owned subsidiary of Washington H Soul Pattison and Company Limited (“WHSP”).

CCL currently owns the other 50% of the Barbara Joint Venture and if the sale of SMD’s 50% interest is completed, CCL will own 100% of the Barbara Copper Project and the Barbara Joint Venture will cease.

1.2 The proposed consideration (“Consideration”) for the sale of SMD’s 50% interest in the Barbara Joint Venture to CCL is to be made up of:
$2,300,000 payable upon completion under a definitive Sale and Purchase Agreement between SMD and CCL (“SPA”) and
Payment of Production Royalties.

CCL will pay SMD a Production Royalty on the first 10,000 tonnes of concentrate (the ‘Royalty Cap”). The Production Royalty will be payable as follows:

==> picture [199 x 26] intentionally omitted <==

Liability limited by a scheme approved under Professional Standards Legislation

==> picture [158 x 16] intentionally omitted <==

1% of the Net Smelter Return (“NSR”) generated from the sale of concentrate subject to a minimum copper price of US$2.50 in any Quotational Period (or in the case of ore sales, the copper price used in determining the relevant invoice);
2% of the NSR generated from the sale of concentrate subject to a minimum copper price of US$3.00 in any Quotational Period (or in the case of ore sales, the copper price used in determining the relevant invoice).

For the sake of clarity, where no Production Royalties are payable due to the copper price being below US$2.50, the copper production does not count towards the 10,000 tonnes production Royalty Cap.

NSR is defined as net revenue received from the sale of the metal products less treatment charges (“TC’s”), refining charges (“RC’s”) and transportation costs.

In the event of ore sales, an NSR equivalent will be calculated by adding back estimated production costs and any other charges that may be included other than TC’s, RC’s; and transportation costs as well as the application of processing cost estimates used in the ore sale agreement.

The Production Royalty will be payable in Australian dollars based upon the exchange rate applied in each applicable Quotation Period (or in the case of ore sales, the applicable rate used against the relevant invoice).

1.3 CCL (wholly owned by WHSP) owns 182,556,392 shares in SMD that represents an approximate 28.77% shareholding in SMD and thus CCL is a substantial shareholder that has a relevant interest in at least 10% of the total votes attached to the voting securities in SMD.
1.4 The proposed sale of SMD’s 50% interest in the Barbara Joint Venture is known, for the purpose of this report, as the Sale Transaction.
1.5 Listing Rule 10.1 of the ASX Listing Rules provides that shareholder approval is required before a listed company may sell a substantial asset to various persons in a position of influence. This includes acquiring or selling a substantial asset from a related party or a substantial shareholder that has a relevant interest in at least 10% of the total votes attached to voting securities. CCL is proposing to acquire SMD’s 50% interest in the Barbara Joint Venture for the Consideration as noted in paragraph 1.2 above and if completed CCL will own 100% of the Barbara Copper Project and the Barbara Joint Venture will cease. Where a sale of a substantial asset takes place to or from a related party or a substantial shareholder that has a relevant interest in at least 10% of the total votes attached to voting securities, the Listing Rules require an Independent Expert's Report to report as to whether the relevant transactions are fair and reasonable to non-associated shareholders.
1.6 The proposal under Resolution 3 for SMD to sell its 50% interest in the Barbara Joint Venture to CCL (effectively its 50% interest in the Barbara Copper Project) represents a sale of a substantial asset as the sale of the 50% interest in the Barbara Joint Venture represents greater than 5% of the Company’s last audited net assets as at 30 June 2016 (and also as at 31 December 2016). As noted above CCL is a substantial shareholder that has a relevant interest in at least 10% of the total votes in SMD.
1.7 To assist shareholders in making a decision on the Sale Transaction, the SMD directors have requested that Stantons International Securities Pty Ltd prepare an Independent Expert's Report, which must state whether, in the opinion of the Independent Expert, the Sale Transaction as noted in Resolution 3 is fair and reasonable to the non-associated SMD shareholders (not associated with CCL).

==> picture [158 x 16] intentionally omitted <==

1.8 Apart from this introduction, this report considers the following:
Summary of opinion
Implications of the proposals between SMD and CCL
Corporate history and nature of business
Future direction of SMD
Value of consideration as to the Sale Transaction
Consideration as to fairness and reasonableness of the Sale Transaction
Conclusion as to fairness and reasonableness of the Sale Transaction
Sources of information
Appendices A and B and our Financial Services Guide
1.9 In determining the fairness and reasonableness of the Sale Transaction pursuant to Resolution 3, we have had regard for the definitions set out by the Australian Securities and Investments Commission (“ASIC”) in its Regulatory Guide 111, “Content of Expert Reports”. Regulatory Guide 111 states that an opinion as to whether an offer is fair and/or reasonable shall entail a comparison between the offer price and the value that may be attributed to the securities under offer (fairness) and an examination to determine whether there is justification for the offer price on objective grounds after reference to that value (reasonableness). The concept of “fairness” is, where securities are being offered, taken to be the value of the offer price, or the consideration, being equal to or greater than the value of the securities in the above-mentioned offer. In this case, securities are not being issued and fairness is taken to be where the consideration receivable is deemed greater than the asset being disposed of (in this case, a 50% interest in the Barbara Copper Project). Furthermore, this comparison should be made assuming 100% ownership of the “target” and irrespective of whether the consideration is scrip or cash.

An offer is “reasonable” if it is fair. An offer may also be reasonable, if despite not being” fair”, there are sufficient grounds for security holders to accept the offer in the absence of any higher bid before the close of the offer.

Accordingly, our report in relation to Resolution 3 comprising the approval to dispose of SMD’s 50% interest in the Barbara Joint Venture (and effectively its 50% interest in the Barbara Copper Project) to CCL is concerned with the fairness and reasonableness of the proposal with respect to the existing non-associated shareholders of SMD. This report is limited only to Resolution 3, and we do not report or opine on the other Resolutions (Resolutions 1 and 2) being put to the shareholders as part of the Notice.

1.10 In our opinion, taking into account the factors noted elsewhere in this report including the factors (positive, negative and other factors) noted in section 8 of this report, the proposal as outlined in paragraph 1.2 and Resolution 3 may on balance collectively be considered to be fair and reasonable to those shareholders not associated with CCL (and its deemed Associates) at the date of this report.
1.11 The opinions expressed above must be read in conjunction with the more detailed analysis and comments made in this Report, including the April 2017 independent valuation report (the Optiro Valuation Report”) on the Barbara Copper Project prepared by Optiro Pty Ltd and included as Appendix B to this report.

==> picture [158 x 16] intentionally omitted <==

2. Implications of the Proposal with CCL

2.1 As at 24 April 2017, there are 634,484,141 ordinary fully paid shares on issue in SMD. The significant registered fully paid shareholders as at 21 April 2017, based on the top 20 shareholders list were disclosed as follows:

CopperChem Holdings Pty Ltd Harmanis Holdings Pty Ltd Jericho Exploration Pty Ltd Sun Metals Corporation Pty Ltd	No. of fully paid shares % of issued fully paid shares 182,556,392 28.77 24,000,000 3.78 15,814,907 2.49 10,600,000 1.67
	232,971,299 36.71

The top 20 shareholders at 21 April 2017 owned approximately 54.65% of the ordinary issued capital of the Company.

As noted, the main substantial shareholder is CCL.

2.2 As at 24 April 2017, the Company has 60,164,182 share options outstanding, exercisable at 1.2 cents each, on or before 8 February 2018. There are also 5,182,682 performance rights (4 classes that convert to ordinary shares when the Company’s volume weighted average share price exceeds certain prices (ranging from 4.7 cents to 11.125 cents).
2.3 If the Sale Transaction is completed by selling the 50% interest in the Barbara Copper Project to CCL, SMD’s share structure would not change, however it would divest itself of its 50% interest in the Barbara Copper Project for the Consideration noted above.
2.4 The current Board of Directors is not expected to change in the near future following the passing of Resolutions 1 to 3 at the proposed shareholders meeting. New directors may be appointed in the future as and when the need arises. The existing directors of SMD are Peter Langworthy, Andrew Munckton, David Morgan and Robert Cooper.

3. Corporate History and Nature of Business

3.1 SMD is a listed company on the ASX. Its significant assets and liabilities as at 24 April 2017 are:
The Monument Gold Project near Laverton in Western Australia (100%). This is the Company’s more significant project and major area of interest;
The 50% interest in the Barbara Copper Project (the subject of Resolution 3);
The Mt Remarkable/Northern Hub (Syndicated 100%) project near Mt Isa in Queensland (may be partially divested or farmed out in 2017);
The Fountain Range/Southern Hub (Syndicated 100%) project near Mt Isa in Queensland (may be sold or farmed out in 2017).

SMD (as it relates to the Barbara Copper Joint Venture) is in joint venture with CCL over portions of tenements EPM19733 and EPM18492 and all of EPM16112 and ML90241. CCL has earned a 50% interest in these tenements by sole funding and managing a feasibility study over the Barbara Copper Project and funding 50% of the exploration expenditure on the Barbara Project tenements. Under the terms of the Joint Venture and Acquisition Agreement the Feasibility Period has now ended and the joint venture participants have entered the Decision Period. The Decision Period ends on the earlier of the date on which a participant gives notice to the other participant that it has made a Decision to Mine and the date three years from the start of the Decision Period being 30 May 2019.

==> picture [158 x 16] intentionally omitted <==

The Company’s cash position as at 31 December 2016 approximated $1,320,000 and is expected to approximate $700,000 by 30 April 2017 (before any cash proceeds from the Sale Transaction or any capital raising). This is based on the 31 December 2016 cash position, adjusted for budget cash flows to 30 April 2017 as prepared by management. The actual cash position may be higher or lower, depending on actual cash flows from 1 January 2017 to 30 April 2017.

3.2 Further details are in announcements made by SMD to the ASX to 24 April 2017 (9.30am) and shareholders are encouraged to read recent reports on the various projects before determining whether to vote for or against Resolution 3 (and the other resolutions) in the Notice.

4. Future Directions of SMD

4.1

We have been advised by the directors of SMD that:
The composition of the Board is not expected to change in the short term as a result of the proposed Sale Transaction;
The proposed divestment of it 50% interest in the Barbara Copper Project will allow the board to concentrate on advancing the Monument Gold Project;
The Company has no further plans at the date of this report to enter into transactions with CCL in the short to medium term (other than the Sale Transaction);
No dividend policy has been set;
The Company may seek new capital by way of share issues in 2017/18 to advance the Monument Gold Project and for working capital.

5. Value of Consideration received from the Sale

5.1 The Company is to receive an initial $2,300,000 upon completion of the SPA between SMD and CCL.

It is uncertain as to when (and if) the Barbara Copper Project will enter into production. The Barbara Copper Project remains in a “ready to go state” pending improved economic conditions. The project JV requires the Barbara Joint Venture to make a Decision to Mine by 30 May 2019 or the project reverts to 100% ownership by SMD.

As noted elsewhere in this report, there is no certainty that the Barbara Copper Project will enter into production in the near future. The copper price needs to improve from current levels and off-take agreements entered into amongst other factors before a Decision to Mine is made.

5.2 In October 2015, SMD completed a Mining and Offset Processing Study (“MOPS”) that included a net present value of the Barbara Copper Project. Based on a preliminary cash flow model (part of the MOPS) prepared by SMD in October 2015 but amended by us and by Optiro using more current copper prices of US$2.79 per pound, a gold price of US$1,225 per ounce, an AUS/US exchange rate of AUS$1=US$0.767 and an 8% discount rate, it is noted that the Barbara Copper Project (if it proceeds to production) would have a net present value (“NPV”) that would equate to approximately US$19,428,000 (approximately AUS$25,228,000 (US$13,651,000 or approximately AUS$17,798,000 if we used a 25% discount rate). The adjusted model discloses a cash flow deficiency of around US$19,330,000 that must be funded by the owners (of which approximately US$9,665,000 would need to be funded by SMD) for at least 8 months of the planned 21-month life of mine and it is only cash flow positive for 12 months of the 21-month mine life (but overall cash flow positive). The original cash flow model prepared by SMD in October 2015 used US$3.10/lb for a copper price and US$1,200 per ounce gold price and an AUS/US

==> picture [158 x 16] intentionally omitted <==

exchange rate of AUS$1=US$0.917. The potential NPV of October 2015 was released to the market at that time, along with various assumptions used to arrive at the October 2015 estimated NPV. The assumptions have been accepted by us except for the changes in copper and gold prices and US/AUS exchange rates as noted above. The NPV is materially sensitive to copper prices.

We consider that disclosure of such information in this report is required as it provides data on the cash flow deficiency that may be incurred that would need to be funded by SMD and CCL if the Barbara Copper Project went into production. As noted elsewhere in this report, the cash reserves of SMD are not sufficient to fund its share of potential cash flow deficiencies and the ability to raise cash funds to fund SMD’s 50% share on commercial terms would in our opinion be severely limited. The Barbara Copper Project’s term of production (if proceeded) is limited (around 20 months) and for a period of 8 months may be materially cash flow negative and is heavily dependent on future copper prices and in our opinion would be considered by financiers not to be an attractive project to fund.

The potential NPV from the Production Royalties associated with the proposed Sale are difficult to calculate (assuming the Barbara Copper Project enters into production which cannot be assured). Based on a preliminary cash flow model prepared by SMD (part of the MOPS) as adjusted as noted elsewhere in this report, the undiscounted royalties that SMD could receive may fall in the range of approximately US$1,165,000 (AUS$1,519,000) to US$1,399,000 (AUS $1,824,000). This assumes a 1% Net Smelter Return as the forecasted copper price is above US$2.50 per pound but below US$3.00 per pound. The NPV of these Production Royalty payments using a 25% discount will fall in the range of AUS$1,050,000 to AUS$1,260,000 assuming an exchange rate of AUS$1= US$0.767 (range of AUS$1,367,000 to $AUS1,605,000 is we used the less conservative 8% in the model).

5.3 In summary, the minimum Consideration to be received is AUS$2,300,000 as noted above.

There is the possibility (but not guaranteed or warranted) that the NPV of the Production Royalties may lie in the range of AUS$1,050,000 to AUS$1,605,000 (as noted in paragraph 5.2 above), resulting in a possible Consideration to be received in current dollars of between AUS$3,350,000 and AUS$3,905,000. This is dependent on the Barbara Project entering into production and this is not assured at this point of time. The Production Royalties could be higher if copper prices exceeded US$3.00 per pound.

6. Basis of Valuation of the Barbara Copper Project (50% interest)

6.1
Basis of valuation
6.1.1 In considering the proposal to allow the sale of a 50% interest in the Barbara Copper Project to CCL, we have sought to determine if the consideration payable by CCL is fair and reasonable to the existing non-associated shareholders of SMD.
6.1.2 The proposal to sell a 50% interest in the Barbara Copper Project to CCL would be fair to the existing non-associated shareholders if the value of the consideration being offered by CCL is greater than or equal to the value of the 50% interest in the Barbara Copper Project. Accordingly, we have sought to determine a theoretical value that could reasonably be placed on a 50% interest in the Barbara Copper Project for the purposes of this report.
6.2 We, in conjunction with SMD commissioned Optiro Pty Ltd (“Optiro”) to prepare a valuation report on the Barbara Copper Project (the “Optiro Valuation Report”). The Optiro Valuation Report should be read in its entirety and a full copy of the Optiro Valuation Report is attached as Appendix B to this report. The Optiro Valuation Report ascribes a range of values to the Barbara Copper Project and for the purposes of our report we have used the low, high and preferred range valuations referred to in the Optiro Valuation Report.

==> picture [158 x 16] intentionally omitted <==

6.5.2 We have used and relied on the Optiro Valuation Report on the Barbara Copper Project and have satisfied ourselves that:
Optiro is a suitably qualified geological consulting firm and has relevant experience in assessing the merits of gold, copper and other base metal projects and preparing mineral asset valuations (also the authors of the report are suitably qualified and experienced);
Optiro is sufficiently independent from SMD and CCL; and
Optiro has employed sound and recognised methodologies in the preparation of the valuation report on the Barbara Copper Project.

The Optiro Valuation Report should be read in its entirety, including the assumptions made and methodologies considered and the final methodology used in valuing the Barbara Copper Project.

6.5.3 Optiro has provided a range of market values for the Barbara Copper Project as follows:

Barbara Copper Project	Low AUS$ Preferred AUS$ High AUS$ 2,400,000 4,300,000 6,200,000

Thus, a 50% interest in the Barbara Copper Project is deemed to lie in the range of AUS$1,200,000 (low) to AUS$3,100,000 (high) with a preferred value of AUS$2,150,000.

7 Conclusion as to fairness on the proposal relating to the Sale Transaction

7.1 The proposal to sell a 50% interest in the Barbara Copper Project to CCL for the Consideration noted is believed fair to SMD’s non-associated shareholders if the value of the consideration offered is equal to or greater than the value of the 50% interest in the Barbara Copper Project being sold to CCL. Valuations are dependent upon the value placed on the Barbara Copper Project. The valuation of mineral interests and valuing future profitability and cash flows is extremely subjective as it involves assumptions regarding future events that are not capable of independent substantiation.

7.2 In summary, the minimum Consideration to be received is AUS$2,300,000 as noted above.

There is the possibility (but not guaranteed or warranted) that the NPV of the Production Royalties may lie in the range of AUS$1,050,000 to AUS$1,605,000 (refer paragraph 5.2 above depending on copper and gold prices, the discount rate used and AUS/US FX), resulting in a possible Consideration to be received in current dollars of between $3,350,000 and AUS$3,905,000. This is dependent on the Barbara Project entering into production and this is not assured at this point of time. The Production Royalties could be higher if copper prices exceeded US$3.00 per pound.

Given the minimum Consideration receivable for the 50% interest in the Barbara Copper Project is greater than the preferred assessed value of a 50% interest in the Barbara Copper Project (as noted above), the Sale Transaction can be considered to be fair to the non-associated shareholders of SMD.

7.3 Based on the reasons outlined in 7.2 above, the proposed sale of all of the 50% interest in the Barbara Copper Project to CCL as outlined in Resolution 3 of the Notice is considered to be fair to the non-associated shareholders of SMD.

==> picture [158 x 16] intentionally omitted <==

8. Reasonableness of the proposal in relation to Resolution 3 being the proposed sale of SMD’s 50% interest in the Barbara Copper Project to CCL

8.1 We set out below some of the advantages and disadvantages and other factors pertaining to the proposed sale of the 50% interest in the Barbara Copper Project.

Advantages

8.2 A preliminary cash flow forecast on the Barbara Copper Project prepared by SMD (part of the MOPL of October 2015) but adjusted for current copper prices, gold prices and US/AUS exchange rates indicates that there would be large capital expenditure (“capex”) outgoings of approximately US$10,020,000 in the first 7 months (total forecasted capex for the term of the Project approximates US$32,089,000) and that the Project may not be cash flow positive from mining operations for approximately eight months. SMD would need to fund, inter-alia 50% of capex for the first seven months (approximately US$5,010,000 to SMD) and in total fund cash flow deficiencies, including capex of approximately US$9,665,000 in the first eight months. Positive cash on the project is only derived in the last twelve months of mine life (some of these last twelve months are cash flow deficient) but overall would be cash flow positive (the Barbara Project net cash does not become positive until month 8), and some months after this are also cash flow negative). SMD is a relatively small company and due to the quite high risks associated with the Barbara Copper Project and the potential cash flows at the end of the project only, it may be extremely difficult for SMD to raise cash (at commercial rates) to fund its share of capex and cash flow deficiency for the majority of the project (assuming it proceeds into production which cannot be assured).

By selling its 50% interest in the Barbara Copper Project, SMD avoids the requirement to fund the cash flow deficiency as indicated above, but at the same time may receive future Production Royalties in addition to the upfront Cash Consideration of AUS$2,300,000.

By selling it 50% interest in the Barbara Copper Project, the Company receives up front AUS$2,300,000 that it could use (and intends to use) on the Monument Gold Project that the Company believes may lead to production in the future (and on exploration and asset maintenance of other projects in Queensland). Gold projects have better traction to raise funds for development than base metal projects such as the Barbara Copper Project (notwithstanding bi-product of gold and silver if in production).

8.3 The Company’s financial situation is relatively poor (estimated cash of around $700,000 as at 30 April 2017 based on using 31 December 2016 cash figure less estimated cash outflows as per cash flow forecasts, including forecasted cash flows to 31 March 2017 as noted in the last quarterly report to 31 December 2016) and it does not have sufficient funds to commit to the Barbara Copper Project and has limited funds to commit to the Monument Gold Project. SMD wishes to concentrate on advancing the Monument Gold Project in Western Australia and possibly seek new mineral opportunities to create shareholder value.
8.4 In the current market it is time consuming and extremely difficult for companies such as SMD to raise equity, and if raised, significant discounts to recent traded share prices may need to be offered. It is not uncommon to offer discounts in the current market of between 20% and 50%. Support for a capital raising may be enhanced on the basis of the divesture of the 50% interest in the Barbara Copper Project but this is not assured and there are no current plans for a capital raising. The receipt of $2,300,000 may alleviate the need for a capital raising for the balance of 2017 and maybe early 2018. By allowing the Company to divest itself of its 50% interest in the Barbara Copper Project, the Company will be able to proceed with further evaluation of the Monument Gold Project and fund general working capital. Future capital raising amounts have not yet been ascertained as they will depend, inter-alia on market conditions, cash needs at the time and whether shareholders approve the sale of the 50% interest in the Barbara Copper Project.

==> picture [158 x 16] intentionally omitted <==

8.5 The sale of the 50% interest in the Barbara Project as noted above is considered to be fair based on the minimum consideration to be received.

Disadvantages

8.6 The Company would lose any future direct benefit of an increase in the market value of the 50% interest in the Barbara Copper Project being sold, due to positive performance/results or increased market sentiment or otherwise. However, at this point in time, the mining of copper may be marginal due to copper prices being less than required to enable the project to be economically viable and even if developed, forecasted positive cash flows are towards the end of the project life.

Other Factors

8.7 The carrying value of the 50% interest in the Barbara Copper Project in the consolidated accounts of SMD as at 31 December 2016 is $nil. The Company has fully written off all Barbara exploration and evaluation costs in prior years.
8.8 In the event that the Barbara Copper Project enters into production (that at this time cannot be assured), the Company may receive future Production Royalties that potentially could exceed $1 million and depending on copper prices may well be significantly more. However, at this point in time there is no surety that the Barbara Copper Project will enter production (particularly in 2017 and possibly 2018).

9. Conclusion as to Reasonableness

9.1 In our opinion, in the absence of a superior proposal and after taking into account the factors noted elsewhere in this report including the factors (positive, negative and other factors) noted in section 8 of this report, the proposal as outlined in paragraph 1.2 and Resolution 3 may on balance collectively be considered to be reasonable to those shareholders not associated with CCL (and its associates) at the date of this report).

10. Shareholder Decision

10.1 Stantons International Securities Pty Ltd has been engaged to prepare an independent expert’s report setting out whether in its opinion the proposals as outlined in Resolution 3 and as more fully described in the EM are fair and reasonable and state reasons for that opinion. Stantons International Securities Pty Ltd has not been engaged to provide a recommendation to shareholders in relation to the proposals under Resolution 3 (and all other Resolutions). The responsibility for such a voting recommendation lies with the independent directors of SMD.
10.2 In any event, the decision whether to accept or reject Resolution 3 (and all other Resolutions) is a matter for individual shareholders based on each shareholder’s views as to value, their expectations about future market conditions and their particular circumstances, including risk profile, liquidity preference, investment strategy, portfolio structure and tax position. If in any doubt as to the action they should take in relation to the proposal under Resolution 3 (and all other Resolutions) shareholders should consult their own professional adviser.
10.3 Similarly, it is a matter for individual shareholders as to whether to buy, hold or sell shares in SMD. This is an investment decision upon which Stantons International Securities Pty Ltd does not offer an opinion and is independent on whether to accept the proposal under Resolution 3 (and all other Resolutions). Shareholders should consult their own professional adviser in this regard.

==> picture [158 x 16] intentionally omitted <==

11. Sources of Information

11.1 In making our assessment as to whether the proposal to sell the Company’s 50% interest in the Barbara Copper Project to CCL is fair and reasonable, we have reviewed relevant published available information and other unpublished information of the Company and its asset that is relevant to the current circumstances. In addition, we have held discussions with the management/directors of SMD about the present and future operations of the Company. Statements and opinions contained in this report are given in good faith but in the preparation of this report, we have relied in part on information provided by the directors of SMD.
11.2 Information we have received includes, but is not limited to:
Draft Notices and Explanatory Memorandum to Shareholders of SMD prepared to 21 April 2017;
Discussions with a director of SMD;
Details of historical market trading of SMD ordinary fully paid shares recorded by ASX to 24 April 2017 (9.30 am);
Shareholding details of SMD as at 21 April 2017;
Announcements made by SMD from 1 June 2014 to 24 April 2017 (9.30 am);
The cash flow forecasts of the SMD Group for 2016/17;
Reviewed financial accounts of SMD for the half year ended 31 December 2016;
Audited financial accounts of SMD Group for the year ended 30 June 2016;
The Acquisition and Joint Venture Agreement between CCL and SMD of 13 September 2013;
Draft and final (signed 21 April 2017) of the Joint Venture Interest Sale Agreement (re sale of SMD’s 50% interest in the Barbara Copper Project) between CCL and SMD of 2017 and the signed non-binding Term Sheet of February 2017 but updated and re-signed on 23 March 2017;
Forecasted copper prices for 2017 to 2020;
Drafts of the Royalty Deed and the Exploration Agreement between CCL and SMD of April 2017;
The cash flow model on the Barbara Copper Project as part of the October 2015 MOPL; and
The Optiro Valuation Report on the Barbara Copper Project of April 2017 and discussions with the principal author of the Optiro Valuation Report.
11.3 Our report includes Appendices A and B (the Optiro Valuation Report) and our Financial Services Guide attached to this report.

Yours faithfully

STANTONS INTERNATIONAL SECURITIES PTY LTD (Trading as Stantons International Securities)

==> picture [139 x 34] intentionally omitted <==

John P Van Dieren - FCA Director

APPENDIX A

==> picture [158 x 16] intentionally omitted <==

AUTHOR INDEPENDENCE AND INDEMNITY

This annexure forms part of and should be read in conjunction with the report of Stantons International Securities Pty Ltd dated 24 April 2017, relating to the proposed sale of SMD’s 50% interest in the Barbara Copper project to CCL as outlined in paragraph 1.2 of the report and Resolution 3 in the Notice of Meeting to Shareholders and the EM proposed to be distributed to the SMD shareholders in early May 2017.

At the date of this report, Stantons International Securities Pty Ltd does not have any interest in the outcome of the proposals. There are no relationships with SMD and with CCL other than acting as an independent expert for the purposes of this report. Before accepting the engagement Stantons International Securities Pty Ltd considered all independence issues and concluded that there were no independence issues in accepting the assignment to prepare the Independent Experts Report. There are no existing relationships between Stantons International Securities Pty Ltd and the parties participating in the transaction detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated at a maximum of $20,000. The fee is payable regardless of the outcome. With the exception of the fee, neither Stantons International Securities Pty Ltd nor John Van Dieren or Martin Michalik have received, nor will, or may they receive, any pecuniary or other benefits, whether directly or indirectly, for or in connection with the making of this report.

Stantons International Securities Pty Ltd does not hold any securities in SMD. There are no pecuniary or other interests of Stantons International Securities Pty Ltd that could be reasonably argued as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stantons International Securities Pty Ltd, John Van Dieren and Martin Michalik have consented to the inclusion of this report in the form and context in which it is included as an annexure to the Notice.

QUALIFICATIONS

We advise Stantons International Securities Pty Ltd is the holder of an Australian Financial Services Licence (no 448697) under the Corporations Act 2001 relating to advice and reporting on mergers, takeovers and acquisitions that involve securities. The directors of Stantons International Audit and Consulting Pty Ltd are the directors of Stantons International Securities Pty Ltd. Stantons International Securities Pty Ltd has extensive experience in providing advice pertaining to mergers, acquisitions and strategic for both listed and unlisted companies and businesses.

Mr John Van Dieren FCA and Mr Martin Michalik (ACA), the persons responsible for the preparation of this report, have extensive experience in the preparation of valuations for companies and in advising corporations on takeovers generally and in particular on the valuation and financial aspects thereof, including the fairness and reasonableness of the consideration offered.

The professionals employed in the research, analysis and evaluation leading to the formulation of opinions contained in this report, have qualifications and experience appropriate to the task they have performed.

==> picture [158 x 16] intentionally omitted <==

DECLARATION

This report has been prepared at the request of the Directors of SMD in order to assist them to assess the merits of the proposed Sale Transaction as outlined in Resolution 3 to the EM to which this report relates. This report has been prepared for the benefit of SMD’s shareholders and does not provide a general expression of Stantons International Securities Pty Ltd opinion as to the longerterm value of SMD, its subsidiaries and their assets (including the 50% interest in the Barbara Copper Project). Stantons International Securities Pty Ltd does not imply, and it should not be construed, that is has carried out any form of audit on the accounting or other records of the SMD Group. Neither the whole nor any part of this report, nor any reference thereto may be included in or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stantons International Securities Pty Ltd to the form and context in which it appears.

DUE CARE AND DILEGENCE

This report has been prepared by Stantons International Securities Pty Ltd with due care and diligence. The report is to assist shareholders in determining the fairness and reasonableness of the proposal set out in Resolution 3 to the Notice and each individual shareholder may make up their own opinion as to whether to vote for or against Resolution 3.

DECLARATION AND INDEMNITY

Recognising that Stantons International Securities Pty Ltd may rely on information provided by SMD and its officers (save whether it would not be reasonable to rely on the information having regard to Stantons International Securities Pty Ltd experience and qualifications), SMD has agreed:

(a) To make no claim by it or its officers against Stantons International Securities Pty Ltd (and Stantons International Audit and Consulting Pty Ltd) to recover any loss or damage which SMD may suffer as a result of reasonable reliance by Stantons International Securities Pty Ltd on the information provided by SMD; and
(b) To indemnify Stantons International Securities Pty Ltd (and Stantons International Audit and Consulting Pty Ltd) against any claim arising (wholly or in part) from SMD or any of its officers providing Stantons International Securities Pty Ltd any false or misleading information or in the failure of SMD or its officers in providing material information, except where the claim has arisen as a result of wilful misconduct or negligence by Stantons International Securities Pty Ltd.

A draft of this report was presented to SMD directors for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation methodologies and conclusions did not alter.

==> picture [158 x 16] intentionally omitted <==

FINANCIAL SERVICES GUIDE FOR STANTONS INTERNATIONAL SECURITIES PTY LTD (Trading as Stantons International Securities) Dated 24 April 2017

Stantons International Securities ABN 42 128 908 289 and Financial Services Licence 448697 (“SIS” or “we” or “us” or “ours” as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.

2. Financial Services Guide

In the above circumstances, we are required to issue to you, as a retail client a Financial Services Guide (“FSG”). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licenses.

This FSG includes information about:

who we are and how we can be contacted;
the services we are authorised to provide under our Australian Financial Services Licence, Licence No: 448697;
remuneration that we and/or our staff and any associated receive in connection with the general financial product advice;
any relevant associations or relationships we have; and
our complaints handling procedures and how you may access them.

3. Financial services we are licensed to provide

We hold an Australian Financial Services Licence which authorises us to provide financial product advice in relation to:

Securities (such as shares, options and notes)

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial services licensee authorised to provide the financial product advice contained in the report.

4. General Financial Product Advice

In our report, we provide general financial product advice, not personal financial product advice, because it has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

==> picture [158 x 16] intentionally omitted <==

5. Benefits that we may receive

We charge fees for providing reports. These fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis.

Except for the fees referred to above, neither SIS, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

6. Remuneration or other benefits received by our employees

SIS has no employees and Stantons International Audit and Consulting Pty Ltd charges a fee to SIS. All Stantons International Audit and Consulting Pty Ltd employees receive a salary. Stantons International Audit and Consulting Pty Ltd employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

7. Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

8. Associations and relationships

SIS is ultimately a wholly subsidiary of Stantons International Audit and Consulting Pty Ltd a professional advisory and accounting practice. Stantons International Audit and Consulting Pty Ltd trades as Stantons International that provides audit, corporate services, internal audit, probity, management consulting, accounting and IT audits.

From time to time, SIS and Stantons International Audit and Consulting Pty Ltd and/or their related entities may provide professional services, including audit, accounting and financial advisory services, to financial product issuers in the ordinary course of its business.

9. Complaints resolution

9.1 Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to:

The Complaints Officer Stantons International Securities Level 2 1 Walker Avenue WEST PERTH WA 6005

When we receive a written complaint, we will record the complaint, acknowledge receipt of the complaints within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

==> picture [158 x 16] intentionally omitted <==

9.2 Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service Limited (“FOSL”). FOSL is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about FOSL are available at the FOSL website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service Limited PO Box 3 MELBOURNE VIC 8007

Toll Free: 1300 78 08 08 Facsimile: (03) 9613 6399

Contact details

You may contact us using the details set out below.

Telephone 08 9481 3188 Fax 08 9321 1204 Email [email protected]

==> picture [158 x 16] intentionally omitted <==

APPENDIX B

APRIL 2017 OPTIRO VALUATION REPORT ON THE BARBARA COPPER PROJECT

==> picture [153 x 66] intentionally omitted <==

==> picture [239 x 211] intentionally omitted <==

Syndicated Metals Limited Valuation of the Barbara Copper Project

==> picture [360 x 333] intentionally omitted <==

J_2078

Principal Author:

Jason Froud BSc Hons, MAusIMM, MAIG

Principal Reviewer: Christine Standing BSc Hons, MAusIMM, MAIG

April 2017

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Perth Office

Level 1, 16 Ord Street West Perth WA 6005

Doc Ref: 20170323 J_2078_SMD_Valuation report.docx

PO Box 1646 West Perth WA 6872 Australia

Number of copies:

Optiro: 1 Syndicated Metals Limited: 1

Tel: +61 8 9215 0000 Fax: +61 8 9215 0011

Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com

Principal Author:	Jason Froud BSc Hons, MAusIMM, MAIG	Signature:
		Date:	21 April 2017
Principal Reviewer:	Christine Standing BSc Hons, MSc, MAusIMM, MAIG	Signature:
		Date:	21 April 2017
Important Information This Report is provided in accordance with the proposal by Optiro Pty Ltd (“Optiro”) to Syndicated Metals Limited and the terms of Optiro’s Consulting Services Agreement (“the Agreement”). Optiro has consented to the use and publication of this Report by Syndicated Metals Limited for the purposes set out in Optiro’s proposal and in accordance with the Agreement. Syndicated Metals Limited may reproduce copies of this entire Report only for those purposes but may not and must not allow any other person to publish, copy or reproduce this Report in whole or in part without Optiro’s prior written consent. Optiro has used its reasonable endeavours to verify the accuracy and completeness of information provided to it by Syndicated Metals Limited which it has relied in compiling the Report. We have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld. It is not the role of Optiro acting as an independent valuer to perform any due diligence procedures on behalf of the Company. The Directors of the Syndicated Metals Limited are responsible for conducting appropriate due diligence in relation to mineral projects. Optiro provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process. The opinion of Optiro is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time. The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete. The terms of engagement are such that Optiro has no obligation to update this report for events occurring subsequent to the date of this report.

P a g e | ii

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

1.	EXECUTIVE SUMMARY ................................................................................. 5
2.	INTRODUCTION AND TERMS OF REFERENCE ................................................ 6
2.1.	TERMS OF REFERENCE AND PURPOSE OF REPORT .............................................................. 6
2.2.	RESPONSIBILITY FOR THE REPORT AND DATA SOURCES ..................................................... 7
2.3.	LIMITATIONS AND EXCLUSIONS ......................................................................................... 8
3.	BARBARA COPPER PROJECT ......................................................................... 8
3.1.	LOCATION AND ACCESS ..................................................................................................... 8
3.2.	TENURE, OWNERSHIP AND AGREEMENTS .......................................................................... 9
3.2.1.	AGREEMENTS AND ROYALTIES ................................................................................................. 10
3.3.	GEOLOGY AND MINERALISATION ..................................................................................... 12
3.4.	MINERAL RESOURCES ...................................................................................................... 14
3.5.	MINING AND ORE RESERVES ............................................................................................ 16
3.6.	METALLURGICAL STUDIES ................................................................................................ 18
3.6.1.	FLOTATION ............................................................................................................................... 18
3.6.2.	HEAP LEACHING ........................................................................................................................ 19
3.6.3.	OTHER ....................................................................................................................................... 19
3.7.	FINANCIAL ....................................................................................................................... 19
3.7.1.	CAPITAL COSTS ......................................................................................................................... 19
3.7.2.	OPERATING COSTS.................................................................................................................... 20
3.8.	MARKETING ..................................................................................................................... 20
3.9.	EXPLORATION POTENTIAL ................................................................................................ 21
4.	COPPER MARKET ........................................................................................ 22
5.	VALUATION CONSIDERATIONS ................................................................... 23
6.	VALUATION APPROACH AND METHODOLOGY ........................................... 24
6.1.	GEOSCIENTIFIC RATING METHOD ..................................................................................... 25
6.2.	COMPARABLE TRANSACTION METHOD ............................................................................ 26
6.3.	JOINT VENTURE TERMS METHOD ..................................................................................... 27
6.4.	APPRAISED VALUE METHOD ............................................................................................ 27
7.	VALUATION ................................................................................................ 28
7.1.	OVERVIEW ....................................................................................................................... 28
7.2.	MINERAL RESOURCES ...................................................................................................... 28
7.3.	EXPLORATION POTENTIAL ................................................................................................ 31
7.4.	SUMMARY OF VALUATION .............................................................................................. 33
8.	DECLARATIONS BY OPTIRO ........................................................................ 33
8.1.	INDEPENDENCE ............................................................................................................... 33
8.2.	QUALIFICATIONS ............................................................................................................. 34
9.	REFERENCES ............................................................................................... 34
10.	GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS ............................ 35

P a g e | iii

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

TABLES

TABLES
Table 1.1	Barbara copper project Mineral Resources within a 0.5% copper wireframe ........................... 5
Table 1.2	Barbara copper project Ore Reserve .......................................................................................... 5
Table 1.3	Barbara copper project valuation summary (100% equity basis) .............................................. 6
Table 3.1	Barbara copper project tenement schedule ............................................................................ 10
Table 3.2	Barbara copper project Mineral Resources within a 0.5% copper wireframe ......................... 15
Table 3.3	Barbara copper project Mineral Resources within a 0.5% copper wireframe ......................... 15
Table 3.4	Barbara copper project Ore Reserve ........................................................................................ 16
Table 3.5:	Barbara mining and off-site processing capital cost summary ................................................. 20
Table 3.6:	Barbara mining and off-site processing operating cost summary ............................................ 20
Table 6.1	Geoscientific rating criteria (modified by Optiro) .................................................................... 26
Table 7.1	Enterprise value per resource tonne of copper for selected companies ................................. 29
Table 7.2	Barbara copper project Mineral Resource valuation on a 100% basis ..................................... 31
Table 7.3	Barbara Copper project - Geoscientific Rating criteria applied to exploration
	mineralisation potential ........................................................................................................... 32
Table 7.4	Valuation summary of the Barbara copper project exploration potential and
	Mineral Resources (100% interest) .......................................................................................... 33
FIGURES
Figure 3.1	Barbara copper project location and Syndicated’s exploration tenure (source:
	Syndicated) ................................................................................................................................. 9
Figure 3.2	Barbara copper project joint venture area and exploration permits (source:
	Syndicated) ............................................................................................................................... 11
Figure 3.3:	Barbara joint venture licence detail ......................................................................................... 12
Figure 3.4:	Barbara copper project site layout (source: Syndicated) ......................................................... 17
Figure 3.5:	Barbara joint venture area underlain with copper geochemistry and regional
	geology ..................................................................................................................................... 22
Figure 4.1:	Copper spot price and consensus forecasts and future prices (Source: Consensus
	Economics) ............................................................................................................................... 23
Figure 7.1	Implied value per exploration area for selected copper transactions ..................................... 31

P a g e | iv

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

1. EXECUTIVE SUMMARY

At the request of Stantons International Securities Pty Ltd (SIS), on behalf of Syndicated Metals Limited (Syndicated, SMD or the Company), Optiro Pty Ltd (Optiro) has prepared an independent opinion on the market value of the Barbara copper project. Optiro understands that this report will be used as a public document to support an Independent Expert Report to be prepared by SIS for inclusion with a Notice of Meeting. This report has been prepared in accordance with the requirements of the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (the VALMIN Code, 2015). Optiro confirms that it is in compliance with ASIC Regulatory Guide 112 in relation to independence of experts.

The Barbara copper project (the Project) is located 60 km northeast of Mt Isa, Queensland within the Proterozoic rocks of the Leichardt Volcanics, within the Kalkadoon-Leichhardt zone of the Mount Isa inlier. The Project comprises a 50:50 joint venture between CopperChem Limited (CopperChem), a wholly-owned subsidiary of Washington H. Soul Pattinson Limited and Syndicated, and covers exploration permits EPM 16112, part of EPM 18492 and EPM 19733 and the overlying mining lease ML 90241.

The joint venture project covers a total area of approximately 29.2 km[2] . The Project hosts an Indicated and Inferred Mineral Resource (Table 1.1), a Probable Ore Reserve (Table 1.2) and further known copper mineralisation exploration targets.

Table 1.1 Barbara copper project Mineral Resources within a 0.5% copper wireframe, as at July 2014

Classification	Tonnes Mt	Copper %	Gold g/t	Silver g/t	Cobalt ppm
Indicated Inferred	3.25 1.49	1.71 1.34	0.15 0.16	2.76 2.17	281 369
Total	4.75	1.59	0.15	2.57	309

Table 1.2 Barbara copper project Ore Reserve, as at October 2015

Classification	Tonnes	Copper %	Gold g/t	Silver g/t
Proven Probable	- 818,000	- 2.23	- 0.20	- 2.78
Total	818,000	2.23	0.20	2.78

Optiro has determined the fair market value of the Barbara copper project at an effective valuation date of 21 April 2017. Optiro has selected the value derived from the Geoscientific rating method as the preferred valuation for the exploration potential of the mineralisation within these properties, and has used comparable transactions to value the Mineral Resource. Optiro’s opinion of the fair market value of the Barbara Mineral Resource and exploration potential, on a 100% basis, is that it lies within a range between A$2.4 M and A$6.2 M, with a preferred value of A$4.3 M (Table 1.3).

The values assigned to these mineral assets are in Australian dollars (A$) and were prepared at the effective valuation date.

P a g e | 5

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Table 1.3 Barbara copper project valuation summary (100% equity basis)

Mineral asset		Value(A$M)
	Low	High	Preferred
Mineral Resources Exploration potential	$2.3 $0.1	$6.0 $0.2	$4.2 $0.1
Total	$2.4	$6.2	$4.3

The opinions expressed and conclusions drawn with respect to this valuation of the copper mineral assets are appropriate at the valuation date of 21 April 2017. The valuation is only valid for this date and may change with time in response to variations in economic, market, legal or political conditions, in addition to future exploration results.

2. INTRODUCTION AND TERMS OF REFERENCE

2.1. TERMS OF REFERENCE AND PURPOSE OF REPORT

On 3 June 2013, Syndicated announced it had secured a development pathway for its Barbara project (the Project) by entering into a Memorandum of Understanding (MOU) with Exco Resources Limited (Exco, a 100%-owned subsidiary of Washington H. Soul Pattinson Ltd (WHSP)) which encompassed the joint evaluation, development, mining and processing of the Barbara deposit. Subsequently, on 16 September 2013, Syndicated announced it has secured the technical, financial and corporate backing of CopperChem Limited, also a wholly-owned subsidiary WHSP. This agreement provided for CopperChem to earn a 50% share of the Barbara copper project in joint venture with Syndicated through:

CopperChem funding a A$1.0 M purchase of Orbis Gold Ltd’s interest in certain tenements part held by Syndicated, consolidating ownership of the deposit
CopperChem funding and managing a Feasibility Study over the Barbara copper project up to a decision to mine
CopperChem subscribing for a placement of 26.1 million shares in Syndicated at A$0.02 per share raising approximately A$522,000 before costs
the parties each funding their 50% share of exploration expenditure on the Project, with exploration programmes managed by Syndicated.

P a g e | 6

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

On 21 April 2017, Syndicated entered into a Sale and Purchase Agreement (SPA) with CopperChem whereby CopperChem agreed to acquire the remaining 50% interest in the Barbara joint venture owned by Syndicated through:

consideration of A$2.3 M payable in one instalment; and
CopperChem to pay Syndicated a production royalty on the first 10,000 tonnes of concentrate (the Royalty Cap) as follows:
1% of the Net Smelter Return (NSR) generated from the sale of concentrate subject to a minimum copper price of US$2.50 per pound in any quotational period (or in the case of ore sales, the copper price used in determining the relevant invoice)
2% of the NSR generated from the sale of concentrate subject to a minimum copper price of US$3.00 per pound in any quotational period (or in the case of ore sales, the copper price used in determining the relevant invoice).

For the sake of clarity, where no production royalties are payable due to the copper price being below US$2.50 per pound, the copper production does not count towards the 10,000 tonnes production Royalty Cap.

Optiro understands that this valuation report will be appended to SIS’s Independent Expert Report, and as such it will be a public document. Accordingly, this report has been prepared in accordance with the requirements of the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (the VALMIN Code, 2015), the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012) (the JORC Code) and the Australian Securities and Investment Commission (ASIC) Regulatory Guides 111 and 112.

2.2. RESPONSIBILITY FOR THE REPORT AND DATA SOURCES

This report was prepared by Mr Jason Froud (Principal) and was reviewed by Mrs Christine Standing (Principal) of Optiro. This report has been prepared in accordance with the requirements of the VALMIN Code (2015). The author and reviewer of this report are Members of the Australasian Institute of Mining and Metallurgy (AusIMM) and the Australian Institute of Geoscientists, and as such are obliged to prepare mineral asset valuations in accordance with the Australian reporting guidelines as set out in the VALMIN Code.

In developing its technical assumptions for valuation, Optiro has relied upon information provided by Syndicated and their consultants, as well as information obtained from other public sources. Optiro has confirmed and verified the content of this information and is satisfied that the reports are sound and that there are reasonable grounds for the contents and conclusions drawn in the reports unless otherwise stated. The material on which this report is based includes internal and open-file project documentation, technical reports, the Project’s drillhole databases and Mineral Resource models.

Optiro has reviewed all relevant technical and corporate information made available by the management of Syndicated and SIS, which was accepted in good faith as being true, accurate and complete, having made due enquiry of Syndicated and SIS. Optiro has sourced publically available information on recent transactions involving copper properties and has had discussions with key staff of Syndicated.

P a g e | 7

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Optiro has not visited the Barbara copper project area as it considered it unlikely to reveal information or data that is material to this valuation. Optiro is satisfied that sufficient current information is available to allow an informed appraisal to be made without a site inspection.

2.3. LIMITATIONS AND EXCLUSIONS

This report is based mainly on information provided by Syndicated, either directly from discussions and data provided, or from reports and correspondence with other organisations whose work is the property of Syndicated.

This report is based on information made available to Optiro up to the valuation date. Syndicated have not advised Optiro of any material change, or event likely to cause material change, to the technical assessment of the mineral assets contained within the Barbara copper project. This report specifically excludes any aspects relating to legal issues, commercial and financing matters, land titles and agreements, excepting such aspects as may directly influence the technical assessment of the asset.

The conclusions expressed in this report are appropriate as at 21 April 2017. The valuation is only appropriate for this date and may change in time and response to variations to economic, market, legal or political factors, in addition to ongoing exploration results.

All values are in Australian dollars unless otherwise indicated.

3. BARBARA COPPER PROJECT

The Barbara copper project was subject to a mining and off-site processing study which was completed in October 2015. The study was completed by Syndicated’s joint venture partner CopperChem as part of its earn-in requirements to the Barbara copper project.

3.1. LOCATION AND ACCESS

The Barbara copper project is located 60 km northeast of Mt Isa, Queensland (Figure 3.1). The Project site is accessed by road from the sealed Mt Isa - Cloncurry (Barkley) Highway and then via the unsealed Lake Julius Road. Access from the Lake Julius Road to the site is currently via an access track which runs past the Project core farm and tracks through quite rugged terrain.

Optiro notes that the Barbara copper project will require the construction of a haulage route from the site to the Lake Julius Road suitable for road trains. Accordingly, a route (Greenback Road) has been designed over some 9.9 km. There are numerous other exploration and pastoral tracks surrounding the Project area which enter the proposed mine site. Greenback Road has been designed to run south of the Project site, then west to join the Lake Julius Road. Greenback Road has been designed to accommodate triple road trains at gradients of 8% or less and where possible to balance the amount of cut and fill volume required for construction.

P a g e | 8

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Figure 3.1 Barbara copper project location and Syndicated’s exploration tenure (source: Syndicated)

==> picture [393 x 422] intentionally omitted <==

3.2. TENURE, OWNERSHIP AND AGREEMENTS

The Barbara copper project, subject to the joint venture and Sale and Purchase Agreement, comprises exploration permits EPM 16112, part of EPM 18492 and EPM 19733 and the overlying mining lease ML 90241 (Table 3.1). The total licence area of the three exploration permits is approximately 513 km[2] but only 29.2 km[2] is subject to the joint venture agreement (Figure 3.2 and Figure 3.3). ML 90241 overlies the licence area and is entirely within the area of the EPM 16112 and EPM 19733. The registered holder of the exploration permits is currently Syndicated whereas the authorised holder of the mining lease is CopperChem.

Exploration permit EPM 19733 superseded EPM 15564 which was the subject of the original joint venture agreement.

P a g e | 9

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Optiro understands that approximately $8 M in exploration expenditure has been spent across the three exploration permits.

Table 3.1 Barbara copper project tenement schedule

Licence number					Area	JV area	Expenditure to date
	Holder	Status	Grant date	Expiry date	(km2)	(km2)
EPM 16112 EPM 18492 EPM 19733 ML 90241	Syndicated Syndicated Syndicated CopperChem	Granted Granted Granted Granted	3/11/2008 12/06/2013 27/06/2014 23/05/2016	2/11/2020 11/06/2018 26/06/2019 31/05/2026	12.8 50 340.2 11.4	12.8 160.4 10.0 11.4	$6.2 M $0.3 M $1.5 M

Optiro understands that a native title agreement was first endorsed between Syndicated and the Kalkadoon Native Title Claim Group in 2007 with the Kalkadoon consenting to Syndicated exercising its rights to carry out exploration subject to the terms of the agreement. The native title agreement has gone through a number of variations with the most recent dated 31 July 2015.

Optiro is not qualified to provide legal opinion on the status of the Barbara project licences but has reviewed the Queensland Government Department of Natural Resources and Mines’ Mines Online Maps and copies of all relevant and signed tenement and joint venture documents. Optiro is satisfied that CopperChem and Syndicated have good and valid title to the described exploration permits and mining lease required to explore the Project in the manner proposed and that the licences are in good standing.

3.2.1. AGREEMENTS AND ROYALTIES

Optiro understands that the ML 90241 is within a single pastoral holding. An agreement is in place with the land holder comprising an initial upfront payment to providing consent to the grant of the mining lease and a subsequent payment should the winning of minerals related to the Barbara copper project be ongoing four years past the grant of the mining lease.

The Queensland Government royalty payable on the production of base and precious metals including copper, gold and silver is calculated on a variable rate between 2.50% and 5.00% (varying in 0.02% increments) of value, depending on average metal prices.

The Barbara mining and off-site processing study (December 2014) estimated that 4.24% of the gross value of copper (in concentrate or copper sulphate) minus treatment and refining charges (TCs/RCs) in Australian currency on forward prices would be payable. The royalty for both gold and silver was estimated at 5.0% of value of metal in concentrate minus TCs/RCs in Australian currency. The Queensland Office of State Revenue published December 2016 quarter royalty rates of 4.04% for copper and 5% for gold and silver based on average commodity prices and foreign exchange rates.

P a g e | 10

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Figure 3.2 Barbara copper project joint venture area and exploration permits (source: Syndicated)

==> picture [452 x 505] intentionally omitted <==

P a g e | 11

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Figure 3.3 Barbara joint venture licence detail

==> picture [354 x 447] intentionally omitted <==

==> picture [354 x 65] intentionally omitted <==

3.3. GEOLOGY AND MINERALISATION

REGIONAL GEOLOGY

The Barbara deposit is located within rocks of the Kalkadoon-Leichhardt Domain. The Kalkadoon-Leichhardt Domain is a long north-south arcuate belt in the centre of the Mount Isa Orogen. It consists of basement units, with an oldest age of about 1,995 Ma, comprising the Black Angel Gneiss, Pothole Gneiss, Plum Mountain Gneiss, Kurbayia Metamorphic Complex and

P a g e | 12

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Leichhardt Volcanics that were intruded by Kalkadoon and Ewen Granites during 1,860 to 1,845 Ma. These basement units are overlain by basinal units from the Leichhardt and Calvert Superbasins, including the Magna Lynn Metabasalt, Bottletree and Argylla Formations, Ballara Quartzite, and Corella Formation of the Leichhardt Superbasin, and the Bigie Formation, Deighton Quartzite, White Blow Formation, and Makbat and Stanbroke Sandstones of the Calvert Superbasin.

The basement is affected by the 1,880 to 1,860 Ma Barramundi Orogeny and the basement and basins are affected by later deformational events, including the 1,740 to 1,730 Ma Big Event (Wonga extension event), the Gun Event (1,690 to 1,670 Ma Mid Calvert inversion) and the Early (1,600 to 1,580 Ma), Middle (1,570 to 1,550 Ma), Mid (1,550 to 1,540 Ma) and Late (1,530 to 1,500 Ma) Isan Orogenies.

BARBARA GEOLOGY

The Barbara deposit is hosted within the Proterozoic rocks of the Leichardt Volcanics within the Kalkadoon-Leichhardt zone of the Mount Isa inlier. The deposit is characterised by semi-massive to disseminated chalcopyrite-pyrrhotite-rich mineralisation hosted within a biotite rich shear zone. The mineralised system is enriched in copper, gold, silver and cobalt. The main physical characteristics of the Barbara deposit are 900 m long, up to 30 m wide, dipping 60° to the west and plunging 60° to the southwest. The deposit is comprised of three main zones, namely the southern, middle and northern lodes. Each of these zones has its own characteristics which defines the mineralisation.

The Barbara deposit lies within a series of shear zones, which form part of the larger Barbara Shear zone. The Barbara Shear zone is a north striking shear zone, which is offset in places by northeast late stage brittle faults. The shear zone is 3.5 km long and terminates at the Green Zone prospect in the north and Greenback in the south (Figure 3.2). The shear zone developed over a long period during the D1 deformation and underwent multiple deformations and reactivations creating suitable architecture for the development of the ore body.

The southern lode consists of three zones; hangingwall, central and footwall. These zones formed through the deformation of the shear zone and the intrusion of dolerite dykes along northeast trending faults. The southern lode is hosted wholly within the Barbara shear which bifurcates in the north creating the two main contact zones on the footwall and hanging wall with subsidiary parallel and possible linking zones forming the central zone. The distance between the two zones, on the shear zone contacts, ranges from 10 m in the north to 45 m in the last line of drilling in the south.

The southern lode is 400 m long, up to 45 m wide, dips at 60° to the west and plunges consistently to the southwest at 60°. The grade in the southern lodes ranges from 0.1% copper up to 18% copper. The southern lode hosts the most continuous mineralisation at Barbara and contains the highest grade and the greatest proportion of metal in the Barbara deposit. The southern lode remains open at depth and has been defined down to 500 m below surface.

The mid lode is separated from the southern lode by a northeasterly trending fault. This fault offsets the deposit by approximately 30 m to the southwest. The mid lode is characterised by low grade copper mineralisation within a larger zone of sulphide rich mineralisation. The average copper grade

P a g e | 13

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

is approximately 0.7% copper with relatively high silver, cobalt and zinc. The mid lode is 260 m long, strikes at 170° and the copper mineralisation is 3 to 5 metres in thickness with grades from 1% to 5% copper.

The mid lode occurs within a larger sulphide halo which ranges in thickness between 5 and 40 m. The mineralisation tends to occur on the footwall. Within the wider sulphide halo there are a number of higher grade zones, which are interpreted to plunge to the south. The plunge is controlled by cross-cutting dykes at a similar orientation to the southern lodes. The continuity of the individual lodes is limited to approximately 40 m. The sulphide mineralisation in this lode is dominated by pyrite and pyrrhotite.

The northern lodes are located 350 m to the north of the southern lode and consists of a number of stacked lodes. The western lode of the stacked lodes can be interpreted as the northern continuation of the mid lode. The northern lodes are hosted within a moderately to strongly sheared biotite schist and isolated shears in the felsic volcanics.

The northern lode consists of two main lodes and two smaller subsidiary lodes. Like the mid lode, the northern lodes are contained within a larger sulphide halo composed of pyrite, pyrrhotite and chalcopyrite. The lodes have a strike length of 80 to 150 m and strike at 350° and dip approximately 55° to the east. The width of the mineralisation ranges from 3 to 15 m wide. The continuity of grade throughout these lodes is generally poor with irregular style mineralisation grading between 0.3% and 6% copper. The lodes originate where dolerite dykes intersect the Barbara Shear zone. The two main lodes in this northern area are termed footwall and hangingwall lodes.

3.4. MINERAL RESOURCES

Exco completed a Mineral Resource estimate for the Barbara copper deposit which was announced by Syndicated on 18 July 2014. The Mineral Resource was estimated within an interpreted 0.5% copper wireframe.

Quality assurance and quality control (QAQC) auditing of the drillhole database was undertaken by Exco prior to construction of the new model, targeting the spatial accuracy of contained data and integrity of historic data. Only minor issues were encountered; a reflection of the high proportion of the recent (post 2008) quality drillhole data collected by Syndicated within the database. Assay QAQC was reviewed and results from detailed analysis of routine and appropriate placement of certified reference materials, blanks, field duplicates and laboratory repeats (notwithstanding some minor accuracy and precision issues) showed that the assay quality levels are appropriate for Mineral Resource estimation.

Copper (using top-cut and uncut data), gold (using top-cut and uncut data), silver, cobalt, arsenic, iron and sulphur were estimated into the model using ordinary kriging techniques. Grade capping (top-cutting) of data was minimal and copper, gold, silver and cobalt were subjected to minor top-cutting within the low-grade copper domain, while only cobalt and silver were top-cut within the high-grade copper domain. Exco considered confidence in the copper estimate to be high, especially in upper areas of high drilling coverage. Density was estimated using several methods, including ordinary kriging and iron regression. Exco considered the density estimate to be suitably accurate in the mineralised zones.

P a g e | 14

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

The Mineral Resource (within the 0.5% copper wireframe) was classified as either Indicated or Inferred in accordance with the guidelines of the JORC Code (2012) based on a range of factors including drillhole spacing and various statistical/geostatistical parameters. The Mineral Resource is summarised in Table 3.2.

Table 3.2 Barbara copper project Mineral Resources within a 0.5% copper wireframe, as at July 2014

Classification	Tonnes Mt	Copper %	Gold g/t	Silver g/t	Cobalt ppm
Indicated Inferred	3.25 1.49	1.71 1.34	0.15 0.16	2.76 2.17	281 369
Total	4.75	1.59	0.15	2.57	309

Only a small proportion of the deposit is affected by weathering and an attempt was been made to categorise the Mineral Resource via the potential process path, as leach, float or leach-float based, based on sequential copper analyses (Table 3.3).

Table 3.3 Barbara copper project Mineral Resources within a 0.5% copper wireframe, as at July 2014

Process type	Tonnes Mt	Copper %	Gold g/t
Leach Leach-float Float	0.19 0.07 4.48	1.72 1.54 1.59	0.16 0.14 0.15
Total	4.75	1.59	0.15

The information in this report that relates to Mineral Resources is based on information compiled by Mr Jim Whitelock and Mr Michael Martin. Both Mr Whitelock and Mr Martin are Members of the Australian Institute of Geoscientists (AIG) and both have sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”). Mr Whitelock is a fulltime employee of Exco Resources Limited, a 100% owned subsidiary of Copperchem Limited, and Mr Martin is a full time employee of Syndicated Metals Limited. Both Mr Whitelock and Mr Martin consent to the inclusion in this report of the Mineral Resources in the form and context in which they appear.

Optiro has completed an independent Mineral Resource audit of the Barbara copper-gold deposit. Optiro considers the statement of Mineral Resources at 18 July 2014 has been examined and complies with current international reporting codes, specifically the JORC Code (2012). Optiro has specifically reviewed compliance of the Barbara Mineral Resource estimate and supporting documentation with the JORC Code (2012) and is satisfied that the Mineral Resource has been classified and reported in accordance with these guidelines.

P a g e | 15

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

3.5. MINING AND ORE RESERVES

As part of the Barbara mining and off-site processing study, AMC Consultants Pty Ltd (AMC) completed a pit optimisation using Whittle Four-X software (W4X) to determine the size of a potential open pit, and to generate a series of pit shells to be used for mine design and scheduling. CopperChem provided pit optimisation inputs, current in July 2014, for metal prices, metal recoveries, royalties, selling costs, ore processing costs, ore haulage cost from Barbara to Mt Isa and to CopperChem’s Great Australia Mine (GAM) south of Cloncurry. Further inputs for road maintenance cost, mining cost and general and administrative operating costs were also provided. CopperChem provided pit slope parameters based on the recommendations of Pells Sullivan Meynink Engineering Consultants (PSM). AMC used the mining model, with allowances for ore loss and waste rock dilution, for pit optimisation.

Pit optimisation was completed separately for the southern and northern lodes, using both Indicated and Inferred Resource blocks. The pit optimisation results indicated that open-pit mining of the Barbara deposit was economically viable.

Open-pit mining of the South Pit is possible through staged development, by mining a series of cutbacks that provide mill feed while smoothing waste rock movement requirements. Pit stages were based on the set of nested pit optimisation shells. The criteria for the selection of the stage shells included identification of a practical mining width. Pushbacks were designed with an average width of 40 m and a minimum width of 20 m. Pit stages also needed to contain sufficient mill feed to enable production to be maintained until the waste rock stripping of the next pushback was completed, although there is a period of low ore production in months 13 to 15 during the South Pit Stage 3 cutback. For waste dump scheduling, the waste rock generated from the pushbacks was matched with the waste rock dump capacity available.

Three potential cutbacks up to the 100% revenue factor pit shell were identified for South Pit scheduling. The smaller North Pit was considered too small for staging and was designed as a single stage. The single-stage North Pit and the three pit stages of the South Pit can deliver mill feed for almost 1.5 years at a projected milling rate of 0.6 Mtpa.

Based on the work completed by AMC, Syndicated announced an Ore Reserve on 28 October 2015. The Ore Reserve considers only the Indicated portion of the Mineral Resource that is economically mineable using open pit mining methods with the application of appropriate modifying factors.

Table 3.4 Barbara copper project Ore Reserve, as at October 2015

Classification	Tonnes Mt	Copper %	Gold g/t	Silver g/t
Proven Probable Total	- 0.82 0.82	- 2.23 2.23	- 0.20 0.20	- 2.78 2.78

P a g e | 16

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

The information in this report that relates to Ore Reserves is based on information compiled by Mr Andrew Munckton. Mr Munckton is a Member of The Australasian Institute of Mining and Metallurgy (AusIMM) and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he are undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Munckton is a fulltime employee of Syndicated Metals Limited and consents to the inclusion in this report of the Ore Reserve in the form and context in which it appears.

Furthermore, AMC were engaged to carry out designs for a waste rock dump (WRD), waste water dams and access roads. WRD final and staged designs were completed to ensure that potential acid forming waste rock is covered by a minimum 5 m thick non-acid forming waste rock in all directions. The WRD final design contains all waste rock coming from the South Pit. However, waste rock from the North Pit will be stockpiled adjacent to the pit temporarily and once mining in the South Pit is completed, it will be backfilled into the pit void.

A diversion channel was designed around the North Pit to divert runoff water during mining and after closure.

The Barbara site layout is shown in Figure 3.4 (with local mine grid ), along with final pit designs, surface topography and tenement boundaries.

Figure 3.4: Barbara copper project site layout (source: Syndicated)

==> picture [454 x 306] intentionally omitted <==

P a g e | 17

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

The base-case production schedule for the Barbara copper project was based on a total material movement rate of approximately 600,000 tpm, aligned with production rates expected from an 80 t excavator and 120 t haul truck fleet combination.

Maximum monthly vertical advances of 15 m in ore areas and 30 m in waste areas were used to limit the rate of vertical advance. The schedule totals 18 months mining, including the first month for clearing and grubbing. From months 2 to 4, mining will gradually ramp-up to full production by month 5. From months 3 to 6, heap leach production starts and the processing of sulphide ores commences in month 7. The processing of sulphide ores continues for a total of 14 months. Total project life is less than two years (18 months mining, with milling and heap leach from months 3 to 21).

3.6. METALLURGICAL STUDIES

Samples of drill core were selected to represent eight different metallurgical domains for the Barbara copper deposit within the South and North pits.

Representative samples from each metallurgical domain were tested to give both bond work indices and abrasion indices. Results generally indicate average grindability, but high abrasive characteristics for the sulphide ores and oxide ores classified as soft.

3.6.1. FLOTATION

For each metallurgical domain, there were six flotation tests performed; standard rougher tests, straight rougher + cleaner test from a primary P80 grind of 75 µm and rougher + cleaner tests with a rougher concentrate regrind. Primary grind was coarser at P80 of 150 µm and the regrind target was a P80 of 38µm. The flotation reagents used were the same as those used at CopperChem’s Cloncurry operation: X23 as collector, IF6510 as frother and lime as pH modifier. The rougher pH was natural and the cleaner pH was set to 11.0.

The dominant metallurgical domain for the Barbara copper project is the South Pit Hangingwall, which contains over 85% of the metal mined for the Project.

Based on the metallurgical testwork, average flotation performance for the Barbara copper project is expected to be:

94% recovery of copper into a 30% copper concentrate
69% gold recovery with an average concentrate grade of 1.9 g/t gold
75% silver recovery with an average concentrate grade of 35 g/t.

The testwork indicates that the concentrate will be devoid of penalty elements.

Processing of Barbara project sulphide ores at the Mt Isa Concentrator is not expected to face metallurgical issues. The concentrator comprises proven equipment and process design including conventional crushing, SAG, ball mills, rougher flotation, regrinding and cleaner flotation. The process includes process control and on-stream analysis. Furthermore, the plant benefits from having an experienced and stable operating crew.

P a g e | 18

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

The Mt Isa concentrator’s ability to transition from its regular feed to batches of custom ore will require further investigation and evaluation prior to commencing any processing of Barbara copper project ore.

3.6.2. HEAP LEACHING

The leach testwork program was dominated by column leach testwork. Ore samples were crushed to selected sizes (-26 mm or -12.5 mm) and placed into 2 m high 150 mm perspex columns. Some samples were agglomerated at optimum sulphuric acid additions as determined by sighter agglomeration tests. The columns were run for as long as 15 weeks. The nominal irrigation rate was 10 L/m[2] /hr and raffinate strength set to 15 g/L. At each monitoring stage, i.e. twice per week, the pregnant leach solution was sub-sampled for assay and for copper extraction using organic solvent. The loaded organic solvent was stripped with acidic solution and the raffinate recycled back to irrigate the column.

The best leach results were achieved for agglomerated -12.5 mm material. With most of the initial Barbara project open pit ore coming from the South Pit Hangingwall, the operation would be set up to crush the oxide material to -12.5 mm and would be agglomerated prior to heap leach. Expected acid consumption is 55 kg/t and total copper extraction estimated to reach 82%.

North Pit oxides did not leach as well as the South Pit oxides, in addition to consuming over twice the acid.

3.6.3. OTHER

Testwork was also carried out to determine if any benefit could be expected from applying a magnetic separation stage to the concentrate in an effort to upgrade the concentrate and decrease treatment charges per unit of copper. This testwork showed minimal upgrading and was therefore not continued.

In addition, testwork was carried out into ore-sorting, to test whether trucking a higher grade, lower volume of ore would be economically attractive. The result of this testwork showed modest upgrade at significant metal loss to rejects. The economic evaluation of an upside case concluded there would be no benefit in continuing with ore sorting as a means of increasing value to the Project.

3.7. FINANCIAL

3.7.1. CAPITAL COSTS

Total capital costs estimated in the Barbara mining and off-site processing study are estimated at A$32.1 million (Table 3.5). Of this, A$6.7 million is required for capital works associated with road building, equipment purchases, earthworks, closure costs and contingency. The remaining A$25.4 million is capitalised earthmoving costs and mining contractor establishment.

P a g e | 19

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Mining contractor costs (both capitalised and operating) are based upon detailed mine designs and schedules which have been priced in a competitive tender process (of three appropriately qualified and capable open pit mining contractors). The most cost effective option was used in the study.

Table 3.5: Barbara mining and off-site processing capital cost summary

Capital cost			A$/t rock	A$/lb payable
	A$ M	A$/t ore

Capitalised earthmoving Mining contingency Non-mine roads Equipment Other earthworks and water management Contingency	24.5 0.9 2.1 0.7 3.5 0.5	29.91 1.08 2.55 0.80 4.23 0.63	3.09 0.11 0.26 0.08 4.23 0.63	0.68 0.02 0.06 0.02 0.10 0.01
Total	32.1	39.21	4.05	0.88

3.7.2. OPERATING COSTS

Total operating costs estimated in the Barbara mining and off-site processing study are estimated at A$76.3 M (Table 3.6).

Table 3.6: Barbara mining and off-site processing operating cost summary

Capital cost			A$/t rock	A$/lb payable
	A$ M	A$/t ore

Mining, staff, grade control, admin Haulage and road maintenance Sulphide ore tolling Oxide heap leach processing Production costs	16.5 18.1 13.7 3.6 51.8	20.15 22.10 16.71 4.39 63.35	2.08 2.28 1.72 0.45 6.54	0.46 0.51 0.38 0.10 1.45
Smelter TCs/RCs Royalties	20.0 4.5	24.40 5.50	2.52 0.57	0.56 0.13
Total operating costs	76.3	93.25	9.63	2.13

3.8. MARKETING

The Barbara sulphide ore is demonstrated to preform well with flotation and is expected to produce a high quality concentrate, low in deleterious elements and at an average concentrate grade of 30% copper, 1.9 g/t gold and 35 g/t silver.

For off-site processing, Syndicated has assumed the sulphide ore would be trucked directly to Glencore plc’s (Glencore) Mt Isa operations for stockpiling and batch feeding into the concentrator. Offtake terms and timing are yet to be agreed with Glencore.

P a g e | 20

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

3.9. EXPLORATION POTENTIAL

The Barbara joint venture area remains prospective for structurally controlled copper-gold-cobalt mineralisation, such as at the Barbara deposit, and Iron oxide copper-gold (IOCG) mineralisation, such as at the Ernest Henry deposit.

Results from geochemical, geophysical and drilling completed over the joint venture area have identified favourable locations, prospective for copper and gold deposits. The Barbara project area offers significant exploration potential along the two main mineralised corridors identified from previous work in the area.

The Project area contains two main corridors prospective for copper gold mineralisation; the Barbara and the Lillymay/Mt Olive Corridor. These two corridors are bound internally within the Leichhardt Volcanics and by contacts with the Kalkadoon granite in the west and repetitions of the Argylla and Magna Lynn basalt, which occur in the east and central zones. The corridors trend north-south and are fractured by cross-cutting northeast and northwest trending faults. The Leichhardt Volcanics have been intruded by later mafic dykes. Brittle/ductile deformation and the deformation of these dykes has created voids for the deposition of copper-rich fluids.

Each of the corridors exhibits elevated copper and gold geochemistry (Figure 3.5). The majority of these geochemical trends cross-cut the north-south corridors in a northwesterly orientation. This northwest orientation of the main geochemistry trends matches the dominant northwest trend of the cross-cutting faults. This orientation is the same as that seen at the Barbara deposit.

P a g e | 21

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Figure 3.5: Barbara joint venture area underlain with copper geochemistry and regional geology

==> picture [369 x 525] intentionally omitted <==

4. COPPER MARKET

Despite lingering global uncertainty, the resurgence in commodity prices that started in 2016 has extended into the beginning of 2017. Doubt continues to surround the future direction of US policy, in particular trade, under President Trump. Similar uncertainty is present in Europe with Brexit negotiations and upcoming elections in the Netherlands, France and Germany along with lingering

P a g e | 22

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

solvency concerns for debt laden countries including Greece and Italy. China, despite capital outflows, has not suffered a dramatic slowdown as feared and a degree of optimism exists for most major economies.

Copper prices rose above US$6,000 per tonne in mid-February (Figure 4.1) with strike actions at Econdida, Chile, the world’s largest copper mine. Furthermore, output has been scaled back at the large Grasberg mine in Indonesia due to export restrictions and disputes with the Indonesian Governments. China’s copper imports dropped by approximately 15% year on year in January 2017 with reports that the overall copper market remains over supplied. Soft future demand for copper may limit the short term potential for further price gains.

Figure 4.1: Copper spot price and consensus forecasts and future prices (Source: Consensus Economics)

==> picture [453 x 131] intentionally omitted <==

5. VALUATION CONSIDERATIONS

There are a number of recognised methods used in valuing mineral assets. The most appropriate application of these various methods depends on several factors, including the level of maturity of the mineral asset, and the extent and reliability of information available in relation to the asset. The VALMIN Code classifies mineral assets according to the maturity of the asset:

Exploration areas - properties where mineralisation may or may not have been identified, but where a Mineral Resource has not been declared.
Advanced exploration areas - properties where considerable exploration has been undertaken and specific targets have been identified that warrant further detailed evaluation, usually by drill testing, trenching or some form of detailed geological sampling. A Mineral Resource may or may not have been estimated, but sufficient work will have been undertaken on at least one prospect to provide both a good understanding of the type of mineralisation present and encouragement that further work will elevate one or more prospects to the resource category.
Pre-development projects - properties where Mineral Resources have been identified and their extent estimated, but where a decision to proceed with development has not been made. This includes projects at an early assessment stage, on care and maintenance or where a decision has been made not to proceed with immediate development.
Development projects - properties for which a decision has been made to proceed with development, but which are not commissioned or are not operating at design levels.
Operating mines - mineral properties that have been fully commissioned and are in production.

P a g e | 23

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

The VALMIN Code defines value as the fair market value of a mineral asset. The fair market value is the amount of money (or the cash equivalent of some other consideration) for which the mineral asset should change hands on the valuation date in an open and unrestricted market between a willing buyer and a willing seller in an “arm’s length” transaction, with each party acting knowledgeably, prudently and without compulsion. In times of high commodity prices and/or buoyant share market conditions, the fair market value ascribed to mineral assets may be higher than their technical value. The fair market value of the mineral asset comprises:

The underlying or technical value, which is an assessment of a mineral asset’s future economic benefit under a set of assumptions, excluding any premium or discount for market, strategic or other considerations.
The market component, which is a premium or discount relating to market, strategic or other considerations.

In assessing the value of the Barbara mineral assets, Optiro has considered both the technical value and the fair market value of the assets.

6. VALUATION APPROACH AND METHODOLOGY

In determining the appropriate valuation method(s) to be used for the Barbara copper project, Optiro has taken into consideration the classification of these assets according to the categories defined in the VALMIN Code and the different methodologies that are generally accepted as industry practice for each classification. Generally there are three broad methods of valuation that are used for valuing mineral assets: these are the market approach, cost approach and income approach. The market and cost approaches are used for the grass-roots through to advanced exploration stages and the income approach is used for advanced projects with defined reserves to operating mines.

In relation to the copper Mineral Resources within the Barbara copper project, the Project is considered to be at an advanced exploration stage. Optiro notes that there are announced Ore Reserves in place at the Barbara copper project and that statements of projected revenue, cash flow and pre-tax net present value (NPV) have been made in relation to the announcement of the Ore Reserves. Optiro has reviewed cash flow model supporting these projections and considers the cash flow model to be sound. Furthermore, Optiro has updated the cash flow model with current commodity and foreign exchange inputs as a guide to potential project value. However, Optiro considers that given the uncertainty around the timing of project commencement, the potential offtake terms and timing with Glencore, financing and ultimately the decision to mine, an NPV valuation does not adequately account for these uncertainties and project risks. Accordingly, any project NPV would need to be discounted to reflect fair market value.

As such, the valuation approaches that Optiro has elected to use are defined as inferential methods and rely on comparative or subjective inputs, such as the “rule of thumb” or appraised value method. Such methods value the property in dollars per unit area or dollars per resource tonne.

The methodologies considered by Optiro to determine a value for the copper Mineral Resources and the exploration potential are summarised below.

P a g e | 24

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

6.1. GEOSCIENTIFIC RATING METHOD

The most well-known method of the Geoscientific ratings type is the modified Kilburn Geological Engineering/Geoscientific method, which was developed by a Canadian geologist who wished to introduce a more systematic and objective way of valuing exploration properties. The Kilburn and similar rating approaches are acknowledged as industry-standard valuation tools. This method is Optiro’s preferred valuation tool for early stage exploration projects.

The Kilburn method uses a Geoscientific rating which has as its fundamental value a base acquisition cost (BAC) of the tenement. The BAC is the average cost to acquire a unit of exploration tenement (generally a graticular block, square kilometre or hectare) and maintain it for one year, including statutory fees and minimum expenditure commitments.

In Queensland, minimum expenditure costs are variable with exploration permits granted in part based on the exploration programme proposed by the applicant. In determining the BAC for exploration permits, Optiro has considered the application and retention costs as set by the Government of Western Australia, Department of Mines and Petroleum and the average identification, administration and expenditure costs for exploration licences. Using the Western Australia costs allows for consistency between jurisdictions. Based on Optiro’s assessment, the BAC applied to exploration licences and permits is A$1,125 per graticular block, or generally A$377/km[2] .

Four technical factors are then applied sequentially to the BAC of each tenement, each of which can enhance, downgrade or have no impact on the value of the property and which allow a value per tenement to be determined. The four technical factors are:

Off-property factor – relates to physical indications of favourable evidence for mineralisation, such as workings and mining on the nearby properties, which may or may not be owned by the company being valued. Such indications are mineralised outcrops, old workings through to world-class mines.
On-property factor – this is similar to the off property factor but relates to favourable indications on the property itself, such as mines with significant production.
Anomaly factor – the anomaly factor relates to the degree of exploration which has been carried out and the level and/or number of the targets which have been generated as a consequence of that exploration. Properties which have been subject to extensive exploration without the generation of sufficient or quality anomalies are marked down under the Kilburn approach.
Geological factor – this refers to the amount and exposure of favourable lithology and/or structure (if this is related to the mineralisation being valued) on the property. Thus properties which have a high coverage of favourable lithology and through-going structures will score most highly.

The ratings applied by Optiro are listed in Table 6.1.

This methodology is used to determine the technical value, and a fifth factor, reflecting the current state of the market, is applied to determine the market value. This market value determined from the Geoscientific rating method has been verified by consideration of the current market for copper properties.

P a g e | 25

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Table 6.1 Geoscientific rating criteria (modified by Optiro)

Rating	Off-property factor	On-property factor	Anomaly factor	Geological factor
0.1				Generally unfavourable geological setting
0.5			Extensive previous exploration with poor results	Poor geological setting
0.9			Poor results to date	Generally favourable geological setting, under cover
1.0	No known mineralisation in district	No known mineralisation within tenement	No targets defined	Generally favourable geological setting
1.5	Mineralisation identified	Mineralisation identified	Target identified, initial indications positive
2.0	Resource targets identified	Exploration targets identified		Favourable geological setting
2.5			Significant intersections - not correlated on section
3.0	Along strike or adjacent to known mineralisation	Mine or abundant workings with significant previous production		Mineralised zones exposed in prospective host rocks
3.5			Several significant ore grade intersections that can be correlated
4.0	Along strike from a major mine(s)	Major mine with significant historical production
5.0	Along strike from world class mine

6.2. COMPARABLE TRANSACTION METHOD

The comparable market value approach is a market based approach and is an adaptation of the common real estate approach to valuation. For the purposes of mineral asset valuation, a valuer compiles and analyses transactions, converted to a 100% equity basis, of projects of similar nature, time and circumstance, with a view to establishing a range of values that the market is likely to pay for a project. The comparable market approach:

is intuitive, easily understood and readily applied
implies a market premium/discount for the prevailing sovereign risk
captures market sentiment for specific commodities or locations
accounts for intangible aspects of a transaction (i.e. intellectual property).

The transactions deemed to be analogous to the mineral asset being valued are used to determine a unit price (e.g. $/km[2] or $/tonne metal, etc.) for the asset being valued; however, there is an intricate value dynamic between the quantity (size) and quality (grade or prospectivity) that may result in the exclusion of a large number of comparable transactions, which in turn may undermine the accuracy of this method.

P a g e | 26

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

The comparable market value approach is widely used throughout the minerals industry; however, the valuer must take into account that this approach is essentially retrospective and cannot take into account anticipated or recent commodity or other market price movements.

6.3. JOINT VENTURE TERMS METHOD

The joint venture terms method is a variation of the comparable market value method. This technique involves transactions where only partial ownership of a project is acquired. The joint venture terms method provides the valuer with a larger acquisitions dataset than the comparable market value method, and consequently these approaches are often used simultaneously in mineral asset valuations.

It is recognised that the market will attribute a sliding-scale premium in accordance with the level of ownership acquired (i.e. a joint venture agreement for a 51% interest in a project may attract a market value significantly above that for an identical project in which a 49% interest is acquired). The valuer therefore needs to account for any potential associated with ownership premiums.

6.4. APPRAISED VALUE METHOD

The cost approach or Appraised Value method is founded on the assumption that the intrinsic value of the exploration tenement is based on the exploration expenditure, and that a highly prospective tenement will generally encourage a higher level of exploration expenditure.

This valuation methodology relies upon the premise that a project is at least worth what the owner has previously spent and/or committed to spending in the future. It considers historical and/or planned future expenditure on the mineral asset and includes the amount of expenditure that has been meaningfully used in the past to define a target or resource and the future costs in advancing the exploration.

The value of the property may be determined from the sum of past effective exploration expenditure (usually limited to the past three years) plus any committed exploration expenditure in the current year and the application of a prospectivity enhancement multiplier (PEM). The PEM is determined by the level of sophistication of the exploration for which positive exploration results have been obtained, and usually ranges from 0.5 to 3.0.

The principal shortcomings of this method are that there is no consistent base from which to derive the valuation and there is no systematic approach taken in determining the PEM. Optiro places less reliance on values determined this method than those determined from the Geoscientific ratings and comparable transaction methods.

P a g e | 27

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

7. VALUATION

7.1. OVERVIEW

Optiro’s preferred approach to value the Mineral Resources within the Barbara copper project was to use comparable transactions. Optiro reviewed recent Australian transactions involving copper projects with defined Mineral Resources (Appendix A). In order to obtain a dataset that is relevant under the current time and circumstances, Optiro has reviewed transactions that occurred within the last 24 months.

Optiro notes that copper projects with defined Mineral Resources over the last 24 months have been thinly traded with only seven transactions identified. Furthermore, the transactions identified are across a variety of locations, development stage, grade and processing characteristics. As a cross-check to the unit price of the comparable transaction identified, Optiro reviewed the enterprise value per copper tonne of selected companies with comparable copper Mineral Resources considered to be their primary value driver. The enterprise value is based upon the share price as at 27 February 2017 and the most recently reported financial and share registry information.

Optiro’s approach in valuing the exploration potential for mineralisation within the Barbara copper project exploration tenements was to use the following:

the Geoscientific rating method
comparable transactions
joint venture terms.

In determining the exploration potential, Optiro reviewed recent Australian transactions involving copper projects without defined Mineral Resources (Appendix B). In order to obtain a dataset that is relevant under the current time and circumstances, Optiro has reviewed transactions that occurred within the last 24 months.

7.2. MINERAL RESOURCES

In terms of valuing the Mineral Resources defined within the Barbara copper project area, Optiro identified seven transactions that are considered to be of use in assessing the current market value attributed to copper Mineral Resources. In valuing the Mineral Resources, Optiro considered the classification, size and grades of the copper mineralisation of the Mineral Resources along with the potential path to production. The transactions selected by Optiro are listed in Appendix A.

Optiro has established from its search of publically available information on recent market transactions of copper Mineral Resources that the market has generally been valuing copper projects up to approximately A$80 per tonne of copper in the ground (Appendix A). In considering these transactions Optiro notes the following:

The number of transactions available is limited and assessment is required to determine the value of the Barbara copper project.

P a g e | 28

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

The Golden Grove project (30 December 2016) is an operating mine with significant infrastructure. The unit valuation excludes value associated with zinc and other metals and is not considered comparable.
The Elaine-Dorothy project (15 December 2016) is low grade (0.58% copper) and is considered to have traded at a significant discount to the value of the Barbara deposit.
The Marden project (16 October 2016) is a large, low grade copper-gold project but considered likely to be a strategic interest to purchaser.
The Develin Creek project (13 September 2016) is at a similar grade but smaller tonnage compared to the Barbara deposit. The Develin Creek project is significantly less advanced and comprises Inferred Mineral Resources only.
The Thaduna project (23 August 2016) hosts a Mineral Resource of a similar grade but larger tonnage than the Barbara deposit and has been subject to a scoping study and is currently subject to a feasibility study.
The Mount Gordon project (21 September 2015) hosts a large Mineral Resource that was previously mined but placed into care and maintenance in April 2013. It is estimated that approximately A$70 M would be required to get this project into operation. The transaction also includes a contingent payment should the copper price average at least A$4.20 per pound over a six month period.
The Cloncurry project (26 June 2015) comprises a large low grade copper-gold deposit with the transactions established to fund the construction of the project.

Due to the limited number of transactions identified and to verify the unit price of the comparable transaction identified, Optiro reviewed the enterprise value per copper resource tonne of selected companies with comparable copper Mineral Resources considered to be their primary value driver (Table 7.1). Market capitalisation has been calculated on an undiluted basis using the most recently available share registry information (typically ASX Appendix 5B reports) and the share price as at 27 February 2017. The enterprise value is based upon the company’s cash and debt position taken from ASX Appendix 5B reports.

Table 7.1 Enterprise value per resource tonne of copper for selected companies

Company	Share price (A$)	Undil. mkt cap (A$ M)	EV (A$ M)	EV/t copper(A$)
Redbank Copper Ltd Altona Mining Ltd Emmerson Resources Ltd Stavely Resources Ltd Queensland Mining Corporation Ltd Rex Minerals Ltd Cannindah Resources Ltd Aeon Metals Ltd ActivEX Ltd	$0.002 $0.150 $0.105 $0.140 $0.006 $0.760 $0.013 $0.200 $0.090	$4.7 $80.5 $39.8 $16.8 $17.6 $167.6 $1.3 $69.6 $14.6	$4.7 $40.6 $35.1 $13.8 $13.3 $163.7 $3.2 $93.3 $14.0	$48.70 $24.65 $287.47 $95.90 $44.54 $80.96 $63.24 $109.31 $121.63

P a g e | 29

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

The enterprise value per tonne (EV/t) of contained copper was calculated using the latest Mineral Resource reports. The EV/t of copper displays a relatively broad range of values with the most comparable companies trading at up to A$100/t contained copper metal.

In considering these enterprise values Optiro notes the following:

Redbank Copper Ltd’s (Redbank) main value is attributable to the Redbank project with similar tonnes and grade to the Barbara deposit, albeit predominantly oxide material
Altona Mining Ltd (Altona) holds a minority interest in a large low grade deposit which is currently being jointly developed with Sichuan Railway Investment Group
Emmerson Resources Ltd is considered likely to have considerable value attributable to gold and an extensive exploration area
Stavely Resources Ltd are considered likely to have considerable value attributable to gold and exploration potential
Queensland Mining Corporation Ltd’s (QMC) value is primarily attributable to a larger and lower grade Mineral Resource compared to the Barbara deposit
Rex Minerals Ltd’s flagship project is the large low grade Hillside project in South Australia
Canningdah Resources Ltd’s (Cannindah) flagship project is the Mount Cannindah project with a Mineral Resource of 5.5 Mt at 0.92% copper, 0.34 g/t gold and 14.9 g/t silver
Aeon Metals Ltd holds a diverse project portfolio with value attributable outside of their reported Mineral Resources
ActivEX Ltd holds a diverse project portfolio with value attributable outside of their reported Mineral Resources.

Based on the above discussions and the development stage of the various mineral assets, Optiro considers the mineral assets of Redbank, Altona, QMC and Cannindah to be the most comparable to the Barbara deposit. These projects are generally geographically close to the Barbara copper project and at a similar level of assessment.

Based on the above discussion, Optiro considers that the Barbara Mineral Resources would likely attract a low value defined by the Thaduna transaction (23 August 2016, A$32.50 per copper tonne). Optiro considers that the upper value would be defined by the Altona transaction (26 June 2015, A$82.04 per copper tonne).

The enterprise values per tonne of copper for the comparable companies identified above fall within this range (in particular Cannindah at A$63 per tonne of copper, Redbank at A$49\t, Altona at A$25\t and QMC at A$45/t). Therefore, Optiro considers that the Barbara Mineral Resources on a 100% equity basis would likely attract a value in the range of A$30 to A$80 per resource tonne of contained copper. Thus the implied current market value of the Barbara Mineral Resources lies within the range A$2.3 M to A$6.0 M, with a preferred value of A$4.2 M. The Mineral Resources valuation is summarised in Table 7.2.

P a g e | 30

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Table 7.2 Barbara copper project Mineral Resource valuation on a 100% basis

Mineral asset		Value(A$M)
	Low	High	Preferred
Mineral Resources	$2.3	$6.0	$4.2

7.3. EXPLORATION POTENTIAL

Optiro has identified 18 transactions that are considered to be of use in assessing the current market value attributed to mineralisation potential similar to that at the Barbara copper project. Optiro has excluded properties with Mineral Resources and defined Exploration Target tonnages. The transactions selected by Optiro are listed in Appendix B.

Optiro notes that there is a distinct negative correlation between licence size and price transacted per km[2] . This correlation is common in exploration stage projects and largely reflects the tighter exploration focus as projects advance (Figure 7.1). A large number of the transactions identified are earn-in type arrangements where an interest is earned in the project through exploration expenditure. These type of transactions tend to present higher values per unit area as the purchaser may not be obliged to meet all expenditure (can walk away before an interest is earned) or the unit area may represent a potential future value if exploration is successful. Based upon this, and that whilst the joint venture area is small (29.2 km[2] ) it is within a larger exploration package held by Syndicated, the exploration potential for the Project area would likely attract a value in the order of A$3,000 to A$20,000/km[2] .

Figure 7.1 Implied value per exploration area for selected copper transactions

==> picture [453 x 241] intentionally omitted <==

Optiro has used the identified exploration transactions as a benchmark for its Geoscientific ratings valuation below.

P a g e | 31

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Optiro determined Geoscientific ratings for each project area in reference to the off-property, on-property, anomaly and geology factors for potential copper mineralisation. The ratings for the Project area licences are listed in Table 7.3.

Optiro assigned the ratings based on:

the licence area subject to the joint venture covering 29.2 km[2]
the mining lease is entirely within the exploration permit area so value attributable to exploration potential has been assigned only to the exploration permits
the Project area is located within one of the world’s premier base metal provinces
results from geochemical, geophysical and drilling completed over the joint venture area have identified favourable locations considered prospective for copper and gold deposits
the Project area contains two main corridors prospective for copper and gold mineralisation; the Barbara and the Lillymay/Mt Olive Corridors
favourable jurisdiction and established infrastructure.

Table 7.3 Barbara copper project - Geoscientific rating criteria applied to exploration mineralisation potential

Licence	Offproperty factor	Offproperty factor	Onproperty factor	Onproperty factor	Anomaly factor	Anomaly factor	Geology factor	Geology factor
	Low	High	Low	High	Low	High	Low	High
EPM 16112 EPM 18492	12.8	2.5	3	3	3.5	3	3.5	3
	6.4	2.5	3	3	3.5	3	3.5	3
EPM 19733	10.0	2.5	3	3	3.5	3	3.5	3

Fair market value is the technical value (as determined by the Geoscientific ratings) plus a premium or discount to account for market, strategic considerations and special purposes. Optiro has examined the past and forecast copper prices, general market sentiment, as well as the development stage, location and geology of the Barbara exploration tenements, and has elected not to apply a premium or discount to the licences.

The following assumptions have been used by Optiro in applying the Geoscientific ratings method to determine a value for the mineralisation potential within the Barbara exploration permits:

BAC for Western Australian exploration licence - A$377/km[2]
no market premium (or discount) factor for the exploration properties.

Based on the Geoscientific ratings of the mineralisation prospectivity within the Barbara copper exploration permits and allowing for 100% effective ownership, the mineral assets are expected to have a market value that lies in the range A$130,000 to A$150,000, with a preferred value of A$140,000.

Optiro’s analysis of comparable transactions suggests that copper exploration projects similar to the Barbara copper project would typically attract market values the order of A$3,000 to A$20,000/km[2] when considering prospectivity and project size. Based on the Geoscientific ratings of the copper mineralisation potential of the Barbara licences, an average value of A$4,800/km[2] has

P a g e | 32

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

been determined. This is within the expected range of values indicated by recent comparable transactions and, given the location of the licences and overall prospectivity of the licences, is considered reasonable.

7.4. SUMMARY OF VALUATION

Optiro has applied a number of recognised valuation methods to derive a value estimate for the Barbara mineral assets.

Optiro’s opinion of the fair market value of the Mineral Resources and exploration potential, using the methodologies described above, is summarised in Table 7.4. The values presented are based upon a 100% interest of the Project.

Table 7.4 Valuation summary of the Barbara copper project Mineral Resources and exploration potential (100% interest)

Mineral asset		Value(A$M)
	Low	High	Preferred
Mineral Resources Exploration potential	$2.3 $0.1	$6.0 $0.2	$4.2 $0.1
Total	$2.4	$6.2	$4.3

Optiro’s opinion of the fair market value of the Barbara mineral assets on a 100% basis is that they lie within the range of A$2.4 M to A$6.2 M, with a preferred value of A$4.3 M. The values assigned to these mineral assets are in nominal Australian dollars (A$) and were prepared with an effective valuation date of 21 April 2017.

8. DECLARATIONS BY OPTIRO

8.1. INDEPENDENCE

Optiro is an independent consulting and advisory organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. The principal office of Optiro is at 16 Ord Street, West Perth, Western Australia, and Optiro’s staff work on a variety of projects in a range of commodities worldwide.

This report has been prepared independently and in accordance with the VALMIN and JORC Codes and in compliance with ASIC Regulatory Guide 112. The authors do not hold any interest in Syndicated Metals Limited, its associated parties, or in any of the mineral properties which are the subject of this report. Fees for the preparation of this report are charged at Optiro’s standard rates, whilst expenses are reimbursed at cost. Payment of fees and expenses is in no way contingent upon the conclusions drawn in this report. Optiro will charge Syndicated fees of approximately $18,000 for the preparation of this report.

P a g e | 33

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

8.2. QUALIFICATIONS

The principal personnel responsible for the preparation and review of this report are Mr Jason Froud (Principal) and Mrs Christine Standing (Principal) of Optiro.

Mr Jason Froud [BSc (Hons), Grad Dip (Fin Mkts), MAusIMM] is a geologist with 20 years’ experience in mining geology, exploration, resource definition, mining feasibility studies, reconciliation, consulting and corporate roles in gold, iron ore, base metal and uranium deposits principally in Australia and Africa. Jason has previously acted as a Competent Person and Independent Expert across a range of commodities with expertise in mineral exploration, grade control, financial analysis, reconciliation and quality assurance and quality control.

Mrs Christine Standing [BSc (Hons) Geology, MSc (Min Econs), MAusIMM, MAIG] is a geologist with over 30 years’ worldwide experience in the mining industry. She has six years’ experience as an exploration geologist in Western Australia and over 20 years’ experience as a consultant specialising in resource estimation, reconciliation, project management and statutory and competent persons’ reporting on worldwide projects for a range of commodities. She has acted as a Qualified Person and Competent Person for gold, silver, copper, mineral sands, nickel, chromium, kaolin and PGEs.

9. REFERENCES

AMC Consultants Pty Ltd, 2014. Barbara Copper Mine Plan.

CopperChem Ltd and Syndicated Resources Limited, 2013. Acquisition and Joint Venture Agreement.
Exco Resources Ltd, Syndicated Metals Ltd and CopperChem Ltd, 2014. Resource Report for the Barbara Cu Deposit, Mt Isa Inlier. Prepared by J Whitelock and M Martin.
JORC Code, 2012. Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserve, prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australasian Institute of Geoscientists and Minerals Council of Australia (JORC), 2012 Edition.

Optiro Pty Ltd, 2014. Barbara external Mineral Resource audit 2014.

Syndicated Resources Limited, 2014. Barbara Mineral Resource upgrade: open pit strengthened with grade increase, in-fill drilling. ASX announcement dated 18 July 2014.
VALMIN, 2015. Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, prepared by the VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy and Australasian Institute of Geoscientists, 2015 Edition.
Whitelock J., 2014. Resource Report for the Barbara Cu Deposit, Mt Isa Inlier. Exco Ltd company report to all Barbara JV members.

P a g e | 34

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

10. GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS

Term	Explanation
Abbreviations	A$ - Australian dollars, BAC - Base Acquisition Cost, EPM - Exploration permit minerals, EV - Enterprise Value, g/t -grams per tonne, km - kilometre, km2- square kilometre, m - metre, m3- cubic metres, Ma - million years, mm - millimetre, M - million, MOU - Memorandum of understanding, Mt - million tonnes, Mtpa - million tonnes per annum, NPV - Net Present Value, % - percentage, t - metric tonnes, US$ - United States dollars.
basalt	A fine grained igneous rock consisting mostly of plagioclase feldspar and pyroxene.
basement/bedrock	In general terms older, typically crystalline rocks which are often covered by younger rocks.
block model	A model comprised of rectangular blocks, each with attributes such as grades, rock types, codes that represents a given mineral deposit.
bulk density	A property of particulate materials. It is the mass of many particles of the material divided by the volume they occupy. The volume includes the space between particles as well as the space inside the pores of individual particles.
concentrate	End product of the flotation process.
cut-off grade	The grade that differentiates between mineralised material that is economic to mine and material that is not.
dolerite	Basaltic rocks which are comparatively coarse grained.
drillhole data	Data collected from the drilling, sampling and assaying of drill holes.
Feasibility Study	A mining and or processing study into the economic development of a project for which the inputs have an accuracy of 5% to 10%.
gneiss	A high grade metamorphic rock that display distinct and alternating mineral foliation.
granite	A felsic intrusive rock with a granular texture.
igneous	Rock is formed through the cooling and solidification of magma or lava.
Indicated Mineral Resource	'An 'Indicated Mineral Resource' is that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed.' (JORC 2004)
Inferred Mineral Resource	‘An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.’(JORC 2004)
JORC Code	The JORC Code provides minimum standards for public reporting to ensure that investors and their advisers have all the information they would reasonably require for forming a reliable opinion on the results and estimates being reported. The current version is dated 2004.
kriging	In geostatistics, a method of estimating a value(s) at a given point by computing a weighted average of the known values in the neighbourhood of the point.
lithology	The study and description of rocks, including their mineral composition and texture.
metallurgy	Study of the physical properties of metals as affected by composition, mechanical working and heat treatment.
Mineral Resource	‘A ‘Mineral Resource’ is a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.’ (JORC 2012)
mineralisation	The process by which a mineral or minerals are introduced into a rock, resulting in a valuable deposit.

P a g e | 35

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Term	Explanation
Ore Reserve	'An 'Ore Reserve' is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves.' (JORC, 2012)
ore zone /ore body	Zone of mineralised material.
orogeny/orogenic	Relating to tectonic forces resulting in large scale deformation of portions of the earth’s crust.
reverse circulation drilling (RC)	Drilling method that uses compressed air and a hammer bit to produce rock chips.
sedimentary	Rock forming process where material is derived from pre-existing rocks by weathering and erosion.
tenement	A generic term for an exploration or mining licence or lease.
VALMIN Code	The Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets for Independent Expert Reports (2005), sponsored by the AusIMM, the ASX, the AIG and MICA among others.
volcanic	An igneous rock of volcanic origin.

P a g e | 36

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Appendix A Copper Mineral Resource Transactions

Project	Location	Date	Buyer	Seller	Consideration (100% basis) A$	Equity	Implied value (A$/t)
Golden Grove Elaine- Dorothy Marden Develin Creek Thaduna Mount Gordon Cloncurry	Western Australia Queensland NSW Queensland Western Australia Queensland Queensland	30/12/2016 15/12/2016 17/10/2016 13/09/2016 23/08/2016 21/09/2015 26/06/2015	EMT Capital Pty Ltd Hammer Metals Ltd Evolution Mining Ltd Zenith Minerals Ltd Sandfire Resources NL Lighthouse Minerals Holdings Pty Ltd Sichuan Railway Investment Group	MMG Ltd Chinalco Yunnan Copper Resources Ltd Newcrest Mining Ltd 4DS Memory Ltd Ventnor Resources Ltd Abitya Birla Minerals Ltd Altona Mining Ltd	$291,610,000 $60,000 $10,000,000 $60,000 $3,000,000 $48,700,000 $135,700,000	100% 94% 100% 49% 65% 100% 100%	$831 $0 $15 $3 $33 $21 $82

Valuation of the Barbara Copper Project

==> picture [109 x 47] intentionally omitted <==

Appendix B Copper Exploration Transactions

Project	Location	Date	Buyer	Seller	Area (km2)	Consideration (100% basis) A$	Equity	Implied value (A$/km2)
E57/681 and 1027 Red Tiger White Range Copper Flats Rover Gobbos West Musgrave Warrego North Lachlan Arunta West Milleneum Obelisk Doolgunna Eloise Overlander West Arunta Corkwood Osborne	Western Australia South Australia Queensland Western Australia Northern Territory Western Australia Western Australia Northern Territory NSW Western Australia Queensland Western Australia Western Australia Queensland Queensland Western Australia Queensland Queensland	16 Jan 17 22 Dec 16 20 Dec 16 16 Dec 16 15 Nov 16 21 Nov 16 22 Sep 16 15 Jun 16 30 May 16 23 May 16 04 May 16 17 Mar 17 02 Feb 16 17 Dec 15 15 Dec 15 23 Nov 15 03 Sep 15 25 Aug 15	Empire Resources Ltd Oz Minerals Ltd Teck Resources Ltd Raptor Resources Ltd Emmerson Resources Ltd Jervois Mining Ltd Chalice Gold Mines Ltd Chalice Gold Mines Ltd Alchemy Resources Ltd Australian Mines Ltd Hammer Metals Ltd Sipa Resources Ltd RNI NL Oz Minerals Ltd Newmont Exploration Pty Ltd Jervois Mining Ltd Minotaur Exploration Ltd JOGMEC	Evolution Mining Ltd Red Tiger Resources Ltd Queensland Mining Corporation Ltd Fraka Investments Pty Ltd Adelaide Resources Ltd Platypus Minerals Ltd Traka Resources Ltd Meteoric Resources Ltd Heron Resources Ltd Jervois Mines Ltd Chinalco Yunnan Copper Resources Ltd Ming Gold Ltd Ascidian Prospecting Pty Ltd Minotaur Exploration Ltd Hammer Metals Ltd Platypus Minerals Ltd Red Metal Ltd Minotaur Exploration Ltd	68 423 585.3 440.0 286.5 124.0 1007.0 75.5 674.0 345.0 1.4 520.8 21.7 633.2 250.0 251.0 122.6 1800.0	$500,000 $4,000,000 $3,800,000 $300,000 $2,000,000 $286,000 $10,000,000 $400,000 $2,000,000 $350,000 $82,950 $3,000,000 $1,700,000 $5,000,000 $2,000,883 $100,000 $3,000,000 $3,500,000	91% 51% 70% 100% 51% 51% 70% 51% 80% 51% 100% 80% 100% 51% 35% 100% 51% 51%	$8,100 $18,500 $9,300 $700 $13,700 $4,500 $14,200 $10,400 $3,700 $2,000 $61,400 $7,200 $78,300 $15,500 $22,900 $400 $48,000 $3,800

P a g e | 38

==> picture [38 x 42] intentionally omitted <==

==> picture [11 x 44] intentionally omitted <==

Lodge your vote:

==> picture [19 x 14] intentionally omitted <==

----- Start of picture text -----


----- End of picture text -----

Online:

www.investorvote.com.au

Syndicated Metals Limited



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 763 574 (outside Australia) +61 3 9415 4862

Proxy Form

XX

Vote online



Go to www.investorvote.com.au or scan the QR Code with your mobile device.
Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

==> picture [92 x 92] intentionally omitted <==

 For your vote to be effective it must be received by 10.00am (AWST) Monday, 5 June 2017

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i12

==> picture [18 x 18] intentionally omitted <==

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf

==> picture [21 x 21] intentionally omitted <==

to indicate your directions

==> picture [19 x 12] intentionally omitted <==

----- Start of picture text -----

XX
----- End of picture text -----

I/We being a member/s of Syndicated Metals Limited hereby appoint

==> picture [21 x 21] intentionally omitted <==

the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Syndicated Metals Limited to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Austraila on Wednesday, 7 June 2017 at 10.00am (AWST) and at any adjournment or postponement of that meeting.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

==> picture [88 x 24] intentionally omitted <==

----- Start of picture text -----

For Against Abstain
----- End of picture text -----

Resolution 1 Ratification of issue of Shares – Tenement Purchase 1 Resolution 2 Ratification of issue of Shares – Tenement Purchase 2 Resolution 3 Approval to dispose of Barbara Joint Venture Interest to CopperChem

==> picture [83 x 77] intentionally omitted <==

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

==> picture [532 x 100] intentionally omitted <==

----- Start of picture text -----

SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
----- End of picture text -----

S M D

2 2 6 4 5 8 A

AI assistant

LATITUDE 66 LIMITED — Proxy Solicitation & Information Statement 2017

65213_rns_2017-05-04_2da519f7-c35e-40ba-8aaa-d1ea002b980b.pdf

SYNDICATED METALS LIMITED

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM TO

SHAREHOLDERS

Date of Meeting

Time of Meeting

Place of Meeting

A Proxy Form is enclosed

Syndicated Metals Limited ABN 61 115 768 986

NOTICE OF GENERAL MEETING

AGENDA

2 Resolution 2 – Ratification of issue of Shares – Tenement Purchase 2

3 Resolution 3 – Approval to dispose of Barbara Joint Venture Interest to CopperChem

By order of the Board

NOTES

How to vote

Voting in person (or by attorney)

Voting by a Corporation

Voting by proxy

By Fax:

Electronically:

For all enquiries call:

Shareholders who are entitled to vote

Syndicated Metals Limited ABN 61 115 768 986

EXPLANATORY MEMORANDUM

1 RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES – TENEMENT PURCHASE 1

2 RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES – TENEMENT PURCHASE 2

3 RESOLUTION 3 – APPROVAL TO DISPOSE OF BARBARA JOINT VENTURE INTEREST TO COPPERCHEM

Background of the Proposed Transaction

Overview of the Proposed Transaction

Regulatory Requirements

Key Terms of the Proposed Transaction

(a) Sale and Purchase

(b) Consideration

(c) Conditions Precedent

(the Conditions Precedent ).

(d) Termination

(e) Settlement

(f) Title and Risk

(g) Warranties

(h) Governing Law

Ancillary Agreements

Royalty Deed

Exploration Rights Agreement

Independent Expert’s Report

Board, Senior Management and Business Model

- - Mt Remarkable/Northern Hub Project (Mt Isa Queensland) Syndicated 100%

- - Fountain Range/Southern Hub Project (Mt Isa Queensland) Syndicated 100%

Capital Structure

Indicative Use of Funds

Indicative Timetable

Financial Effect of the Proposed Transaction on the Company

Notes:

Reasons for the Proposed Transaction

Advantages

Disadvantages

Director Recommendations

GLOSSARY

$ means Australian dollars.

SUMMARY OF CONCLUSION

1. Introduction

2. Implications of the Proposal with CCL

3. Corporate History and Nature of Business

4. Future Directions of SMD

4.1

5. Value of Consideration received from the Sale

6. Basis of Valuation of the Barbara Copper Project (50% interest)

7 Conclusion as to fairness on the proposal relating to the Sale Transaction

Advantages

Disadvantages

Other Factors

9. Conclusion as to Reasonableness

10. Shareholder Decision

11. Sources of Information

AUTHOR INDEPENDENCE AND INDEMNITY

QUALIFICATIONS

DECLARATION

DUE CARE AND DILEGENCE

LATITUDE 66 LIMITED Proxy Solicitation & Information Statement 2017