LITHIUM UNIVERSE LIMITED — Proxy Solicitation & Information Statement 2013

Dec 18, 2013

VOLTA MINING LIMITED ACN 148 878 782

NOTICE OF GENERAL MEETING

TIME : 9.00am (WST) DATE : 20 January 2014 PLACE : Royal Perth Golf Club Labouchere Road SOUTH PERTH WA 6151

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6436 1801.

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	6
Glossary	19
Schedule 1 – Terms and Conditions of Class A Options and Daydock Options	22
Schedule 2 – Terms and Conditions of Class B Options	24
Proxy Form	26

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 9.00am (WST) on Monday 20 January 2014 at:

Royal Perth Golf Club Labouchere Road SOUTH PERTH WA 6151 Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 9.00am (WST) on 18 January 2014.

Voting in person

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

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

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

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

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

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

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

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

Transfer of non-chair proxy to chair in certain circumstances

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

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

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

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF SHARES – CAPITAL RAISING

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 83,333,333 Shares on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – ISSUE OF SHARES TO RELATED PARTY UNDER THE CAPITAL RAISING - GEORGE LAZAROU

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 475,757 Shares to George Lazarou (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by George Lazarou (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – ISSUE OF SHARES TO RELATED PARTY UNDER THE CAPITAL RAISING - DAVID SUMICH

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,088,000 Shares to David Sumich (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by David Sumich (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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4. RESOLUTION 4 – ISSUE OF CONSIDERATION SECURITIES TO PILBARA SHAREHOLDERS AND OPTIONHOLDERS FOR ACQUISITION OF PILBARA BY THE COMPANY

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 45,000,000 Shares, 17,750,000 Class A Options and 1,000,000 Class B Options on the terms and conditions set out in the Explanatory Statement.”

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

5. RESOLUTION 5 – ISSUE OF DEFERRED CONSIDERATION SHARES TO PILBARA SHAREHOLDERS FOR ACQUISITION OF PILBARA BY THE COMPANY

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares, when multiplied by the issue price, will equal $2,700,000 on the terms and conditions set out in the Explanatory Statement.”

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

6. RESOLUTION 6 – ISSUE OF SHARES AND OPTIONS TO DAYDOCK PTY LTD

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 5,000,000 Shares and 5,000,000 Options to Daydock Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

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

7. RESOLUTION 7 – ISSUE OF SHARES TO SUBIACO CAPITAL PTY LIMITED

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

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“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 2,700,000 Shares to Subiaco Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

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

8. RESOLUTION 8 – ISSUE OF SHARES TO GAINS ADVISORS LIMITED

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 8,333,333 Shares to Gains Advisors Limited on the terms and conditions set out in the Explanatory Statement.”

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

9. RESOLUTION 9 – ISSUE OF MILESTONE SHARES TO GAINS ADVISORS LIMITED

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

• “ That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 7,000,000 Shares to Gains Advisors Limited on the terms and conditions set out in the Explanatory Statement .”

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

Dated: 16 December 2013

By order of the Board

GEORGE LAZAROU COMPANY SECRETARY

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EXPLANATORY STATEMENT

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

1. BACKGROUND TO THE PILBARA ACQUISITION

1.1 Heads of Agreement and Pilbara Acquisition

On 19 November 2013, the Company and Pilbara Commodities Limited (Pilbara) entered into a binding heads of agreement (HOA) pursuant to which the Company conditionally agreed to offer to acquire 100% of the fully paid issued share capital of Pilbara (Pilbara Securities) from the shareholders of Pilbara (Pilbara Shareholders) (Pilbara Acquisition).

In conjunction with the Pilbara Acquisition, the Company is undertaking a capital raising by way of an issue of up to 83,333,333 Shares at an issue price of $0.03 per Share to raise a minimum amount of $1,500,000 and a maximum amount of $2,500,000 (before expenses) (Capital Raising). Further details of the Capital Raising are set out in section 1.2 below.

Conditions precedent to the Pilbara Acquisition include:

• (a) the Company lodging a prospectus in respect of the Capital Raising (Prospectus) and completing the Capital Raising on terms acceptable to the Company;

• (b) all of the Pilbara Shareholders agreeing to transfer their Pilbara Shares to the Company in consideration for the issue of Shares in the Company; and

• (c) all of the Pilbara Optionholders agreeing to cancel their Pilbara Options in consideration for the issue of Options in the Company.

Further details of the HOA and the Pilbara Acquisition are set out in sections 1.3 to 1.6 below.

1.2 Capital Raising

The Company has already lodged the Prospectus with ASIC and ASX. Under the Prospectus, the Company has offered up to 50,000,000 Shares at 3 cents per Share to raise up to $1,500,000 with a provision for oversubscriptions of up to a further 33,333,333 Shares at an issue price of 3 cents per Share to raise up to a further $1,000,000 (Capital Raising).

The Capital Raising will include the following offers:

• (a) a priority offer to Shareholders who hold Marketable Parcels of Shares to subscribe for one Share for every one Share held as at the Record Date (Priority Offer);

• (b) a top up offer to Shareholders who hold less than a Marketable Parcel of Shares to subscribe for Shares to increase their shareholding to a Marketable Parcel of Shares (Top Up Offer); and

• (c) a public offer which will be open to all other investors (Public Offer).

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The Capital Raising will be conditionally underwritten to a maximum amount of $1,500,000 by CPS Capital Group Pty Ltd (CPS).

The Company is seeking Shareholder approval for the Capital Raising under Resolution 1 and Shareholder approval under Resolutions 2 and 3 for the participation in the Capital Raising by the Directors George Lazarou and David Sumich.

1.3 Consideration Securities

Under the HOA, the Company has agreed to pay the following consideration to the Pilbara Shareholders and Pilbara Optionholders pursuant to the Pilbara Acquisition:

• (a) 45,000,000 Shares to be issued to the Pilbara Shareholders pro rata according to the number of Pilbara Shares held by them (unless otherwise directed by the relevant Pilbara Shareholder) (Consideration Shares) ;

• (b) 17,750,000 Class A Options to the Class A Pilbara Optionholders pro rata according to the number of Class A Pilbara Options held by them; and

• (c) 1,000,000 Class B Options to the Class B Pilbara Optionholders pro rata according to the number of Class B Pilbara Options held by them,

(together, the Consideration Securities).

The Company is seeking Shareholder approval for the issue of the Consideration Securities under Resolution 4.

1.4 Deferred Consideration Shares

In addition, the Company has agreed to pay the following deferred consideration to the Pilbara Shareholders pursuant to the Pilbara Acquisition:

• (a) such number of Shares which has a total value of $1,500,000 (based on the higher of (i) a 30 day VWAP of the Shares ending on the date of achievement of Milestone A (defined below) and (ii) 3 cents) on the Company completing a drilling program of a minimum of 1000 metres on one or more of the tenements legally and beneficially owned by Pilbara (Pilbara Tenements) which identifies iron ore grading higher than 55% Fe over a 50 metre continuous intersection (Milestone A) (Milestone A Deferred Consideration Shares); and

• (b) such number of Shares which has a total value of $1,200,000 (based on the higher of (i) a 30 day VWAP of the Shares ending on the date of achievement of Milestone B (defined below) and (ii) 3 cents) upon the completion of a transaction between the Company (or a subsidiary of the Company) and an iron ore major with a market cap exceeding $100 million (at the time of the transaction) in respect of the Pilbara Tenements (Milestone B) (Milestone B Deferred Consideration Shares),

(the Milestone A Deferred Consideration Shares and Milestone B Deferred Consideration Shares together, being the Deferred Consideration Shares) such Deferred Consideration Shares to be issued to the Pilbara Shareholders pro rata according to the number of Pilbara Shares held by them (unless otherwise directed by the relevant Pilbara Shareholder).

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Milestone A must be achieved on or prior to the date which is 2 years after completion of the Pilbara Acquisition. Milestone B must be achieved on or prior to the date which is 5 years after completion of the Pilbara Acquisition. If a milestone is not achieved by the applicable deadline then no Deferred Consideration Shares will be issued.

The Company is seeking Shareholder approval for the issue of the Deferred Consideration Shares under Resolution 5.

1.5 Success and Advisory Fees

Under the HOA, the Company has agreed to:

• (a) pay a success fee to Daydock Pty Ltd (Daydock) by way of an issue of 5,000,000 Shares and 5,000,000 Options on the terms set out in Schedule 1 (Daydock Securities); and

• (c) pay a corporate advisory fee to Subiaco Capital Pty Limited (Subiaco) by way of an issue of 2,700,000 Shares,

such fees being payable upon completion of the Pilbara Acquisition.

The Company is seeking Shareholder approval for the issue of:

• (a) the Daydock Securities under Resolution 6; and

• (b) the Shares to Subiaco under Resolution 7.

1.6 Reconstitution of Board

Following completion of the Pilbara Acquisition:

• (a) existing Directors George Lazarou and David Sumich will be appointed to the board of Pilbara and its subsidiary;

• (b) existing Directors David Wirrpanda and Alan Gachet will resign; and

• (c) Peter Smith will be appointed as an additional Director as Pilbara’s representative on the Board (which shall be comprised of three directors on completion of the Pilbara Acquisition).

2. RESOLUTION 1 – ISSUE OF SHARES – CAPITAL RAISING

2.1 General

Resolution 1 seeks Shareholder approval for the Capital Raising pursuant to which the Company proposes issuing up to 50,000,000 Shares at an issue price of $0.03 per Share to raise up to $1,500,000 with the capacity for oversubscriptions of a further 33,333,333 Shares to raise up to an additional $1,000,000.

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

The effect of Resolution 1 will be to allow the Company to issue the Shares under the Capital Raising during the period of 3 months after the Meeting (or a longer

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period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

2.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Shares under the Capital Raising:

• (a) the maximum number of Shares to be issued is 83,333,333;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (c) the issue price will be $0.03 per Share;

• (d) the Shares will first be offered to existing Shareholders pursuant to the Priority Offer and the Top Up Offer. To the extent that the number of Shares applied for under the Priority Offer and Top Up Offer is less than 50,000,000, the remaining Shares shall form part of the Public Offer. The Directors, in conjunction with CPS, will determine to whom the Shares will be issued under the Public Offer but these persons will not be related parties of the Company. Shareholder approval is being sought under Resolutions 2 and 3 for the Directors George Lazarou and David Sumich to participate in the Priority Offer;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised from the Capital Raising towards continued exploration on the Company’s Mbombo Project, exploration of Pilbara’s Newman Iron Ore Project, payment for the acquisition of Commodite Resources Pty Ltd by the Company, payment to Gains Advisors Limited for its facilitation of the Mbombo acquisition by the Company, payment of expenses of the Capital Raising and general working capital.

3. RESOLUTIONS 2 AND 3 – ISSUE OF SHARES TO RELATED PARTIES UNDER THE CAPITAL RAISING -GEORGE LAZAROU AND DAVID SUMICH

3.1 General

Pursuant to Resolution 1 the Company is seeking Shareholder approval for the issue of up to 83,333,333 Shares (including oversubscriptions) at an issue price of $0.03 per Share to raise up to $2,500,000 under the Capital Raising.

George Lazarou and David Sumich wish to participate in the Priority Offer component of the Capital Raising.

Resolutions 2 and 3 seek Shareholder approval for the issue of up to:

• (a) 474,757 Shares to George Lazarou (or his nominee); and

• (b) 2,088,000 Shares to David Sumich (or his nominee),

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(together, the Related Party Shares) arising from the participation by George Lazarou and David Sumich in the Priority Offer component of the Capital Raising (Participation).

3.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of the Related Party Shares which constitutes giving a financial benefit and George Lazarou and David Sumich are related parties of the Company by virtue of being Directors.

The Directors (other than George Lazarou and David Sumich who have material personal interests in Resolutions 2 and 3) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Related Party Shares will be issued to George Lazarou and David Sumich on the same terms as Shares issued to non-related party participants under the Capital Raising and as such the giving of the financial benefit is on arm’s length terms.

3.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the Participation involves the issue of Shares to related parties of the Company (being Directors George Lazarou and David Sumich), Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

3.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

• (a) the Related Party Shares will be issued to George Lazarou and David Sumich (or their respective nominees);

• (b) the maximum number of Related Party Shares to be issued is:

• (i) 474,757 Related Party Shares to George Lazarou; and

• (ii) 2,088,000 Related Party Shares to David Sumich;

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• (c) the Related Party Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Related Party Shares will occur on the same date;

• (d) the issue price will be $0.03 per Related Party Share, being the same as all other Shares issued under the Capital Raising;

• (e) the Related Party Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the funds raised will be used for the same purposes as all other funds raised under the Capital Raising as set out in section 2.2(f) of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to George Lazarou and David Sumich (or their respective nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

4. RESOLUTION 4 – ISSUE OF CONSIDERATION SECURITIES TO PILBARA SHAREHOLDERS AND OPTIONHOLDERS FOR ACQUISITION OF PILBARA BY THE COMPANY

4.1 General

A summary of the HOA and the Pilbara Acquisition is set out in Sections 1.1 and 1.3 to 1.6 above.

Resolution 4 seeks Shareholder approval for the issue of:

• (a) 45,000,000 Shares to the Pilbara Shareholders;

• (b) 17,750,000 Class A Options to the Class A Pilbara Optionholders; and

• (c) 1,000,000 Class B Options to the Class B Pilbara Optionholders,

in consideration for the acquisition of Pilbara by the Company.

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

The effect of Resolution 4 will be to allow the Company to issue the Consideration Securities during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Consideration Securities:

• (a) the maximum number of Shares to be issued is 45,000,000;

• (b) the maximum number of Options to be issued is 17,750,000 Class A Options and 1,000,000 Class B Options;

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• (c) the Consideration Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Consideration Securities will occur on the same date;

• (d) the Consideration Securities will be issued for nil cash consideration in satisfaction of the consideration payable for the Pilbara Acquisition;

• (e) the Shares will be issued to the Pilbara Shareholders and the Class A Options and Class B Options will be issued to the Class A Pilbara Optionholders and Class B Pilbara Optionholders respectively, none of whom are related parties of the Company;

• (f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (g) the Class A Options will be issued on the terms and conditions set out in Schedule 1;

• (h) the Class B Options will be issued on the terms and conditions set out in Schedule 2; and

• (i) no funds will be raised from the issue of the Consideration Securities as they are being issued in consideration for the Pilbara Acquisition.

5. RESOLUTION 5 – ISSUE OF DEFERRED CONSIDERATION SHARES TO PILBARA SHAREHOLDERS FOR ACQUISITION OF PILBARA BY THE COMPANY

5.1 General

A summary of the HOA and the Pilbara Acquisition is set out in Sections 1.1 and 1.3 to 1.6 above.

Resolution 5 seeks Shareholder approval for the issue of.

• (a) such number of Milestone A Deferred Consideration Shares which has a total value of $1,500,000 (based on the higher of (i) a 30 day VWAP of the Shares ending on the date of achievement of Milestone A and (ii) 3 cents) upon the Company satisfying Milestone A; and

• (b) such number of Milestone B Deferred Consideration Shares which has a total value of $1,200,000 (based on the higher of (i) a 30 day VWAP of the Shares ending on the date of achievement of Milestone B and (ii) 3 cents) upon the Company satisfying Milestone B.

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

Further, ASX Listing Rule 7.3.2 provides that for Shareholders to approve an issue of equity securities, this Notice must include the date by which the Company will issue the securities, such date being no later than 3 months after the date of the Meeting.

The Company has been granted a waiver from ASX Listing Rule 7.3.2 from the ASX to the extent necessary to permit the Deferred Consideration Shares to be issued at a date more than 3 months after the date of the Meeting (Waiver). One of the conditions of the waiver is that the Milestone A Deferred

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Consideration Shares are issued no later than 2 years after completion of the Pilbara Acquisition and that the Milestone B Deferred Consideration Shares are issued no later than 5 years after completion of the Pilbara Acquisition.

The effect of Resolution 5 will be to allow the Company to issue the Deferred Consideration Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Deferred Consideration Shares:

• (a) the maximum number of Milestone A Deferred Consideration Shares to be issued is up to that number of Shares which, has a total value of $1,500,000 (based on the higher of (i) a 30 day VWAP of the Shares ending on the date of achievement of Milestone A and (ii) 3 cents). As such, the maximum number of Milestone A Deferred Consideration Shares that can be issued is 50,000,000;

• (b) the maximum number of Milestone B Deferred Consideration Shares to be issued is up to that number of Shares which, has a total value of $1,200,000 (based on the higher of (i) a 30 day VWAP of the Shares ending on the date of achievement of Milestone B and (ii) 3 cents). As such, the maximum number of Milestone B Deferred Consideration Shares that can be issued is 40,000,000;

• (c) pursuant to the Waiver, the Milestone A Deferred Consideration Shares will be issued no later than 2 years after completion of the Pilbara Acquisition and the Milestone B Deferred Consideration Shares will be issued no later than 5 years after completion of the Pilbara Acquisition and it is intended that:

• (i) issue of the Milestone A Deferred Consideration Shares will occur on the same date; and

• (ii) issue of the Milestone B Deferred Consideration Shares will occur on the same date.

• (d) the issue price of the Deferred Consideration Shares will the higher of (i) a 30 day VWAP of the Shares ending on the date of achievement of Milestone A or Milestone B (as applicable) and (ii) 3 cents;

• (e) the Deferred Consideration Shares will be issued to the Pilbara Shareholders. None of these subscribers are related parties of the Company;

• (f) the Deferred Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (g) no funds will be raised from the issue of the Deferred Consideration Shares as they are being issued in consideration for the acquisition of Pilbara by the Company.

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6. RESOLUTION 6 – ISSUE OF SHARES AND OPTIONS DAYDOCK PTY LTD

6.1 General

Resolution 6 seeks Shareholder approval for the issue of 5,000,000 Shares and 5,000,000 Options to Daydock as a success fee in consideration for Daydock introducing the Pilbara Acquisition to the Company.

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

The effect of Resolution 6 will be to allow the Company to issue the Shares and Options to Daydock during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Daydock Securities:

• (a) the maximum number of Shares to be issued is 5,000,000 and the maximum number of Options to be issued is 5,000,000;

• (b) the Daydock Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Daydock Securities will occur on the same date;

• (c) the Daydock Securities will be issued for nil cash consideration as a success fee in consideration for Daydock introducing the Pilbara Acquisition;

• (d) the Daydock Securities will be issued to Daydock, who is not a related party of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (g) no funds will be raised from the issue of the Daydock Securities as they are being issued in consideration for Daydock introducing the Pilbara Acquisition to the Company.

7. RESOLUTION 7 – ISSUE OF SHARES TO SUBIACO CAPITAL PTY LIMITED

7.1 General

Resolution 7 seeks Shareholder approval for the issue of 2,700,000 Shares in consideration for corporate advisory services provided by Subiaco in relation to the Pilbara Acquisition.

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

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The effect of Resolution 7 will be to allow the Company to issue the Shares to Subiaco during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

7.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Shares to Subiaco:

• (a) the maximum number of Shares to be issued is 2,700,000;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (c) the Shares will be issued for nil cash consideration in satisfaction of corporate advisory services provided by Subiaco in relation to the Pilbara Acquisition;

• (d) the Shares will be issued to Subiaco, who is not a related party of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised from the issue of the Shares as they are being issued in consideration for corporate advisory services provided by Subiaco.

8. RESOLUTION 8 – ISSUE OF SHARES TO GAINS ADVISORS LIMITED

8.1 Background to the Mbombo Acquisition

As announced by the Company on 20 August 2012, the Company’s 80% owned Gabonese subsidiary Volta Iron SA (Volta Iron) was granted exclusive exploration rights over the Mbombo Iron Ore project in Gabon, West Africa (Mbombo Project) (Mbombo Acquisition). The Company entered into a facilitation agreement (Facilitation Agreement) with Gains Advisors Limited (Gains) pursuant to which Gains agreed to facilitate the Mbombo Acquisition.

Under the Facilitation Agreement, the Company agreed to pay $350,000 (Cash Payment) and issue 5,000,000 Shares to Gains within 10 days after the “Satisfaction Date” (as defined in the Facilitation Agreement). In accordance with the Facilitation Agreement, on 27 November 2012, the Company issued 5,000,000 Shares to Gains. However, by way of a letter agreement dated 1 July 2013, the parties agreed to defer the Cash Payment until such time as the Company completed a capital raising of at least $2,000,000.

On 12 December 2013, the Company and Gains entered into a second variation letter (Variation Letter) pursuant to which they agreed that the Company’s obligation to make the Cash Payment would be fully discharged in consideration for the Company agreeing to the following:

• (a) within 10 days of completing the Pilbara Acquisition:

(i) paying Gains a cash sum of $100,000; and

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• (ii) subject to Shareholders approving Resolution 8, issuing 8,333,333 Shares to Gains; and

• (b) if, within 9 months after the date of the Variation Letter at least 500m of drilling has not been completed on the Mbombo Project, the Company procuring that its wholly owned subsidiary, Volta West Africa Limited, transfers its 80% legal and beneficial interest in Volta Iron to Gains for nil consideration.

8.2 General

Resolution 8 seeks Shareholder approval for the issue of 8,333,333 Shares to Gains (Gains Shares) in accordance with the Facilitation Agreement (as varied by the Variation Letter).

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

The effect of Resolution 8 will be to allow the Company to issue the Gains Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

8.3 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Gains Shares:

• (a) the maximum number of Gains Shares to be issued is 8,333,333;

• (b) the Gains Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Gains Shares will occur on the same date;

• (c) the Gains Shares will be issued for nil cash consideration in satisfaction of the facilitation of the Mbombo Acquisition by the Company;

• (d) the Gains Shares will be issued to Gains who is not a related party of the Company;

• (e) the Gains Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised from the issue of the Gains Shares as they are being issued in consideration for the facilitation of the Mbombo Acquisition by the Company.

9. RESOLUTION 9 – ISSUE OF SHARES TO GAINS ADVISORS LIMITED

9.1 General

Pursuant to the Facilitation Agreement, the Company agreed to issue to Gains 7,000,000 Shares (Milestone Shares) within 18 months from the date of execution of the Facilitation Agreement upon Volta Iron attaining an iron exploration target on the project (as defined under the JORC Code) of 500mT or more at no less than 30% Fe (Milestone Target).

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The issue of the Milestone Shares was subject to, among other conditions, receipt of shareholder approval pursuant to ASX Listing Rule 7.1 for the issue. Approval for the issue of the Milestone Shares was obtained at the Company’s annual general meeting for the year ended 31 December 2013 (2013 AGM) but the Milestone Shares were not issued during the period of 3 months after the date of the 2013 AGM, as required by ASX Listing Rule 7.3.2.

As such, Resolution 9 again seeks Shareholder approval for the issue of the Milestone Shares to Gains under the Facilitation Agreement.

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

Further, and as noted above, ASX Listing Rule 7.3.2 provides that for Shareholders to approve an issue of equity securities, this Notice must include the date by which the Company will issue the securities, such date being no later than 3 months after the date of the Meeting.

The Company anticipates that it will issue the Milestone Shares within the period of 3 months after the Meeting, subject to the achievement of the Milestone Target. In the event the Milestone Target is not achieved within the 3 month period, the Company will re-seek Shareholder approval for the issue of the Milestone Shares at a later date.

Gains will not be issued the Milestone Shares to the extent that the issue will cause Gains’ voting power in the Company to increase above 20%. Further Shareholder approval, in accordance with Item 7 of Section 611 of the Corporations Act, will be needed if the issue of all of the Milestone Shares will take Gains over the 20% voting power threshold.

The effect of Resolution 9 will be to allow the Company to issue the Milestone Shares without using the Company’s 15% annual placement capacity.

9.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Milestone Shares:

• (a) the maximum number of Milestone Shares to be issued is 7,000,000;

• (b) the Company anticipates that, subject to the achievement of the Milestone Target, it will be in a position to issue the Milestone Shares no later than 3 months after the date of the Meeting. In the event the Milestone Target is not achieved within the 3 month period, the Company will re-seek Shareholder approval for the issue of the Milestone Shares at a later date;

• (c) the Milestone Shares will be issued for nil cash consideration to Gains as consideration for facilitating the Mbombo Acquisition;

• (d) the Milestone Shares will be issued to Gains who is not a related party of the Company;

• (e) the Milestone Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Milestone Shares will be issued for nil cash consideration, accordingly no funds will be raised as they are being issued in

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consideration for services provided in relation to facilitating the Mbombo Acquisition.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising means the capital raising to be undertaken by the Company of at least 50,000,000 Shares with oversubscriptions of up to a further 33,333,333 Shares to raise at least $1,500,000 and up to $2,500,000, as further described in section 1.2.

Chair means the chair of the Meeting.

Class A Options means 17,750,000 Options to be issued to the Class A Pilbara Optionholders under Resolution 4 pursuant to the HOA on the terms and conditions set out in Schedule 1.

Class A Pilbara Optionholders means holders of Class A Pilbara Options.

Class A Pilbara Options means options to acquire Pilbara Shares with an exercise price of $0.20 per Pilbara Share and an expiry date of 10 November 2016.

Class B Options means 1,000,000 Options to be issued to the Class B Pilbara Optionholders under Resolution 4 pursuant to the HOA on the terms and conditions set out in Schedule 2.

Class B Pilbara Optionholders means holders of Class B Pilbara Options.

Class B Pilbara Options means options to acquire Pilbara Shares with an exercise price of $0.30 per Pilbara Share and an expiry date of 10 November 2016.

Company means Volta Mining Limited (ACN 148 878 782).

Consideration Securities means the Shares, the Class A Options and the Class B Options to be issued under Resolution 4.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

CPS means CPS Capital Group Pty Ltd (ACN 088 055 636).

Daydock means Daydock Pty Ltd (ACN 166 587 515).

Deferred Consideration Shares means the Milestone A Deferred Consideration Shares and the Milestone B Deferred Consideration Shares to be issued to the Pilbara Shareholders under Resolution 5.

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Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Facilitation Agreement means the agreement entered into between the Company and Gains for the facilitation of the Mbombo Acquisition.

Gains means Gains Advisors Limited (Registration No. 1725714).

Gains Shares means 8,333,333 Shares to be issued to Gains under Resolution 8 pursuant to the Facilitation Agreement (as varied by the Variation Letter).

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

HOA means the heads of agreement between the Company and Pilbara for the Pilbara Acquisition, further details of which are set out in section 1.1.

Marketable Parcel means a parcel of Shares worth not less than $500 based on the issue price of the Shares offered pursuant to the Capital Raising.

Mbombo Acquisition means the acquisition of the Mbombo Project by the Company, further details of which are set out in sections 8.1 and 9.1.

Mbombo Project means the Mbombo Iron Ore Project in Gabon, West Africa.

Milestone A has the meaning given to that term in section 1.4.

Milestone A Deferred Consideration Shares means the Shares to be issued to Pilbara Shareholders under Resolution 5 upon the satisfaction of Milestone A, as further described in section 1.4.

Milestone B has the meaning given to that term in section 1.4.

Milestone B Deferred Consideration Shares means the Shares to be issued to Pilbara Shareholders under Resolution 5 upon the satisfaction of Milestone B, as further described in section 1.4.

Milestone Shares means 7,000,000 Shares to be issued to Gains under Resolution 9 upon satisfaction of the Milestone Target.

Milestone Target has the meaning given to that term in section 9.1.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Pilbara means Pilbara Commodities Limited (ACN 154 197 449).

Pilbara Acquisition means the acquisition of Pilbara by the Company, further details of which are set out in Section 1.

Pilbara Option means options to acquire Pilbara Shares and includes Class A Pilbara Options and Class B Pilbara Options.

Pilbara Optionholders means holders of Pilbara Options and includes Class A Pilbara

Optionholders and Class B Pilbara Optionholders.

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Pilbara Securities means the Pilbara Shares and Pilbara Options.

Pilbara Shareholders means holders of Pilbara Shares.

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

Pilbara Tenements has the meaning given to that term in section 1.4.

Priority Offer has the meaning given to that term in section 1.2.

Prospectus means the prospectus lodged by the Company for the Capital Raising.

Proxy Form means the proxy form accompanying the Notice.

Public Offer has the meaning given to that term in section 1.2.

Record Date means the record date for determining entitlements to participate in the Priority Offer and the Top Up Offer, being 5.00pm WST on 29 November 2013.

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

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

Shareholder means a registered holder of a Share.

Top Up Offer has the meaning given to that term in section 1.2.

Variation Letter means the letter agreement entered into between the Company and Gains on 12 December 2013, pursuant to which the parties agreed to vary the requirement of the Company to make the Cash Payment under the Facilitation Agreement.

Volta Iron means the Company’s 80% owned Gabonese owned subsidiary, Volta Iron SA.

VWAP means volume weighted average price.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF CLASS A OPTIONS AND DAYDOCK OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.20 (Exercise Price)

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 10 November 2016 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

• (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a

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notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 – TERMS AND CONDITIONS OF CLASS B OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.30 (Exercise Price)

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 10 November 2016 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

• (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the

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Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i)

Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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PROXY FORM

VOLTA MINING LTD ACN 148 878 782

GENERAL MEETING

I/We

of:

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

Name:

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

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 9.00am (WST) on Monday 20 January 2014 at Royal Perth Golf Club, Labouchere Road, South Perth, WA 6151, and at any adjournment thereof.

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

Voting on business of the Meeting	Voting on business of the Meeting	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution 1	Issue of Shares – Capital Raising
Resolution 2	Issue of Shares to Related Party - George Lazarou
Resolution 3	Issue of Shares to Related Party - David Sumich
Resolution 4	Issue of Consideration Securities to Pilbara Shareholders and Optionholders
Resolution 5	Issue of Deferred Consideration Shares to Pilbara Shareholders
Resolution 6	Issue of Shares and Options to Daydock Pty Ltd
Resolution 7	Issue of Shares to Subiaco Capital Pty Limited
Resolution 8	Issue of Gains Shares to Gains Advisors Limited
Resolution 9	Issue of Milestone Shares to Gains Advisors Limited

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

Important for Resolutions 2 and 3

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 2 and 3 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 2 and 3 (except where I/we have indicated a different voting intention above) and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 2 and 3 and that votes cast by the Chair for Resolutions 2 and 3, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 2 and 3 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 2 and 3.

If two proxies are being appointed, the proportion of voting rights this proxy represents is: % Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): E-mail address: Consent for contact by e-mail: YES NO

Contact name: E-mail address:

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1063119_1

Instructions for Completing ‘Appointment of Proxy’ Form

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

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

(Signing instructions):

• (Individual): Where the holding is in one name, the Shareholder must sign.

• (Joint holding): Where the holding is in more than one name, all of the Shareholders should sign.

• (Power of attorney): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• (Companies): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

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

• (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Volta Mining Ltd, Suite 1, 23 Richardson Street, South Perth WA 6151 or

• (b) facsimile to the Company on facsimile number +61 8 6436 1899; or

• (c) email to the Company at glazarou@citadelcapital.com.au

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

Proxy Forms received later than this time will be invalid.

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