LITHIUM UNIVERSE LIMITED — Proxy Solicitation & Information Statement 2013

Feb 28, 2013

VOLTA MINING LIMITED ACN 148 878 782

NOTICE OF GENERAL MEETING

TIME : 10:00am (WST) DATE : 2 April 2013 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) 6212 3700.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Glossary	7
Proxy Form

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (WST) on 2 April 2013 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 4:00 pm (WST) (7:00pm Sydney time) on 31 March 2013.

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, members are advised that:

• each member has a right to appoint a proxy;

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

• a member 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.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies

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VTM - Notice of Meeting Final

should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes 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 is set out below.

Proxy vote if appointment specifies way to vote

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

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

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

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

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

Transfer of non-chair proxy to chair in certain circumstances

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

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

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

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

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• 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 IN CONSIDERATION FOR ACQUISITION

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 allot and issue up to 9,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by 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 – PLACEMENT OF SHARES

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 15,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by 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.

DATED: 28 FEBRUARY 2013

BY ORDER OF THE BOARD

GEORGE LAZAROU COMPANY SECRETARY

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EXPLANATORY STATEMEN T

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

1. BACKGROUND TO THE KANGO ACQUSITION

As announced to ASX on 16 January 2013, the Company (through its Gabonese subsidiary Fer Mining SA) has conditionally agreed to acquire the exploration license designated as the Fer Kango Permit in the Republic of Gabon ( Permit ) from Core Mining Gabon SARL, a wholly owned subsidiary of Core Mining Limited ( Core ) pursuant to a Tenement Sale Agreement ( TSA ) ( Acquisition ). Please refer to the Company’s announcements of 22 November 2012 and 16 January 2013 for further details of the Permit.

The consideration for the Acquisition payable to Core is split into:

• (a) a cash component of US$175,000 which was paid on execution of the TSA (with US$25,000 having already been paid to Core); and

• (b) a share component of 9,000,000 Shares which must be issued to Core upon completion of the Acquisition occurring ( Acquisition Shares ).

Completion of the Acquisition is conditional on the satisfaction of the following conditions precedent:

• (a) the Company obtaining shareholder approval for the issue of the Acquisition Shares;

• (b) the Company obtaining a waiver from ASX Listing Rule 7.3.2 from the ASX allowing the Company to issue the Acquisition Shares at a date more than 3 months after the date of the Meeting (the Company has already obtained this waiver – please refer to section 2 below);

• (c) the Permit being in good standing, full force and effect and free from encumbrances on the date of transfer of the Permit to the Company;

• (d) the Company providing to Core an attestation from Gabonese counsel of the good standing of its existing assets in Gabon; and

• (e) the consent of the relevant Minister in Gabon being obtained for the transfer of the Permit to the Company.

Pursuant to the TSA, the conditions set out in (a) and (b) above must be satisfied prior to 14 April 2013 and the conditions set out in (c), (d) and (e) above must be satisfied prior to 14 July 2014.

Upon the satisfaction of the conditions precedent noted above, completion of the Acquisition will occur and the Acquisition Shares will be issued to Core. The last date upon which the Acquisition Shares can be issued to Core is therefore 14 July 2014.

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2. RESOLUTION 1 – ISSUE OF SHARES IN CONSIDERATION FOR ACQUISITION

2.1 General

Resolution 1 seeks Shareholder approval for the allotment and issue of 9,000,000 Acquisition Shares in consideration for the Acquisition as outlined in section 1 of this Explanatory Statement.

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.

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 Acquisition Shares to be issued at a date more than 3 months after the date of the Meeting. One of the conditions of the waiver is that the Acquisition Shares are issued no later than 14 July 2014.

The effect of Resolution 1 will be to allow the Company to issue the Acquisition Shares up to 14 July 2014, 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 Acquisition Shares:

• (a) the maximum number of Acquisition Shares to be issued is 9,000,000;

• (b) the Acquisition Shares will be issued upon completion of the Acquisition occurring, such issue occurring no later than 14 July 2014. As stated above in section 2.1, the Company has been granted a waiver from ASX Listing Rule 7.3.2 from the ASX to the extent necessary to permit the Acquisition Shares to be issued at a date more than 3 months after the date of the Meeting. A condition of the waiver is that the Acquisition Shares are issued no later than 14 July 2014. The Directors intend to allot the Acquisition Shares on the same date upon which the Acquisition Shares are issued;

• (c) the Acquisition Shares will be issued for nil cash consideration as they are being issued in consideration for the Acquisition;

• (d) the Shares will be allotted and issued to Core Mining Limited, who is not a related party of the Company;

• (e) the Acquisition 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 Acquisition Shares as they are being issued in consideration for the Acquisition.

Assuming no Options are exercised or other Shares issued, the number of Shares on issue (upon the issue of the Acquisition Shares) would increase from

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49,550,000 (being the number of Shares on issue as at the date of this Notice) to 58,550,000 and the shareholding of existing Shareholders would be diluted by 18.16%.

3. RESOLUTION 2 – PLACEMENT – SHARES

3.1 General

Resolution 2 seeks Shareholder approval for the allotment and issue of up to 15,000,000 Shares ( Placement ).

A summary of ASX Listing Rule 7.1 is set out in section 2.1 of this Explanatory Statement.

The effect of Resolution 2 will be to allow the Directors to issue the Shares pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

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

• (a) the maximum number of Shares to be issued is 15,000,000;

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

• (c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is lodged with ASIC;

• (d) the Directors will determine to whom the Shares will be issued, but these persons will not be related parties of the Company;

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

• (f) the Company intends to use the funds raised from the Placement towards exploration on its existing projects as well as general working capital.

Assuming that the Acquisition Shares the subject of Resolution 1 are issued and assuming that no Options are exercised or other Shares issued prior to the issue of Shares under the Placement, the number of Shares on issue would increase from 58,550,000 (being the number of Shares on issue as at the date of this Notice plus the number of Acquisition Shares to be issued) to 73,550,000 and the shareholding of existing Shareholders would thus be diluted by a further 25.62%.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

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.

Chair means the chair of the Meeting.

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

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

Proxy Form means the proxy form accompanying the Notice.

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

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

Shareholder means a holder of a Share.

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

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PROXY FORM

APPOINTMENT OF PROXY VOLTA MINING LIMITED ACN 148 878 782

GENERAL MEETING

I/We of being a Shareholder entitled to attend and vote at the Meeting, hereby appoint Name of proxy OR the Chair as my/our proxy

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10:00am (WST), on 2 April 2013 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	FOR	AGAINST	ABSTAIN
Resolution 1 – Issue of Shares in Consideration of Acquisition
Resolution 2 – Placement of Shares

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

% If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Shareholder(s): Date: ___ Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Director Director/Company Secretary Secretary Contact Name: _____ Contact Ph (daytime): ________

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Instructions for Completin g ‘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.

3. ( Signing instructions ):

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

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

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

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

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

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

• (a) post to Volta Mining Limited, PO Box 940, West Perth WA 6872; or

• (b) facsimile to the Company on facsimile number +61 8 6212 3799; or

• (c) email to the Company at info@voltamining.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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