LIVIUM LTD — Proxy Solicitation & Information Statement 2014

Jun 23, 2014

COBRE MONTANA NL

ABN 29 126 129 413

NOTICE OF GENERAL MEETING

TIME : 9:00am WST DATE: Wednesday, 23 July 2014 PLACE : Cobre Montana NL Suite 3 23 Belgravia Street Belmont WA 6104

This Notice of Meeting and accompanying Explanatory Statement 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 (08) 6145 0288.

TIME AND PLACE OF MEETING AND HOW TO VOTE

TIME AND PLACE

The General Meeting will be held at 9:00am WST on Wednesday, 23 July 2014 at the offices of Cobre Montana NL: Suite 3, 23 Belgravia Street , Belmont WA 6104 .

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

You can appoint a proxy to attend and vote on your behalf as an alternative to attending the Meeting in person or casting a direct vote.

A proxy need not be a Shareholder and may be an individual or a company. If you are entitled to cast two or more votes at the Meeting, you may appoint up to two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes.

To vote by proxy, please complete and sign the enclosed Proxy Form in accordance with the instructions set out on the form and either send the Proxy Form:

• (a) by post, to Cobre Montana NL, PO Box 588, Belmont, Western Australia 6984;

• (b) by facsimile, to the Company on facsimile number (08) 9475 0847; or

• (c) by email, to the Company at info@cobremontana.com.au,

so that it is received not later than 9:00am WST on Monday , 21 July 2014 .

Proxy forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that the general meeting of shareholders of Cobre Montana NL will be held at the offices of Cobre Montana NL: Suite 3, 23 Belgravia Street, Belmont WA 6104.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5:00pm WST on Monday, 21 July 2014.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

RESOLUTION 1 – APPROVAL FOR THE FUTURE 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 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 raise up to $2,000,000 for project expenditure and working capital 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, 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.

RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF VENDOR SHARES

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 7.4 and for all other purposes, the Shareholders ratify the issue of 3,553,846 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 participated in the issue and any associates of those persons. However, the company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or 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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RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES

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 7.4 and for all other purposes, the Shareholders ratify the issue of 363,000 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 participated in the issue and any associates of those persons. However, the company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or 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.

RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

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 7.4 and for all other purposes, the Shareholders ratify the issue of 4,799,095 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 participated in the issue and any associates of those persons. However, the company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or 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.

RESOLUTION 5 – APPROVAL FOR THE ISSUE OF PARTLY PAID SHARES

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 Directors to issue and allot 2,399,548 Partly Paid 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, 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.

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RESOLUTION 6 – APPROVAL FOR THE GRANT OF OPTIONS

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 grant 3,000,000 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 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, 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: 24 JUNE 2014

BY ORDER OF THE BOARD

ELIZABETH HUNT COMPANY SECRETARY COBRE MONTANA NL

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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 how to vote on the Resolutions. The Directors recommend that Shareholders read this Explanatory Statement in full, together with the accompanying Notice.

1. RESOLUTION 1 – APPROVAL FOR THE FUTURE PLACEMENT OF SHARES

1.1 General

Resolution 1 seeks Shareholder approval for the issue of that number of Shares, when multiplied by the issue price, will raise up to $2,000,000 ( Placement ).

ASX Listing Rule 7.1 places certain restrictions on the extent to which a listed company may issue certain securities, including options. The effect is that shareholder approval is required before the company may issue certain securities representing more than 15% of the capital of the company within a 12 month period. However, certain issues are exempt from the restrictions of ASX Listing Rule 7.1 and are effectively disregarded for the purposes of determining the number of securities which a company may issue within a 12 month period.

The effect of Resolution 1 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.

1.2 Technical information required by ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is outlined in Section 1.1 above.

For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 1 to allow Shareholders to assess the proposed facility for the future issue of that number of Shares, when multiplied by the issue price, will raise up to $2,000,000:

• (a) the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $2,000,000;

• (b) the Shares the subject of Resolution 1 will be issued and allotted no later than three (3) months after the date of this Meeting or such later date as approved by ASX;

• (c) the issue price of the Shares will be not less than 80% of the volume weighted average market price of Shares calculated over the last 5 days on which sales in the Shares are recorded before the day on which the issue is made;

• (d) the allottees in respect of Resolution 1 are not, as yet, identifiable but will be sophisticated investors identified by the Company. The allottees will not be related parties of the Company;

• (e) the Shares to be issued will be fully paid ordinary shares in the capital of the Company and shall rank pari-passu with the existing Shares of the Company;

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• (f) the Shares to be issued will be allotted progressively as allottees are identified, however no Shares will be issued or allotted after the date which is three (3) months after the date of the Meeting; and

• (g) the Company intends to use the funds raised by the issue of Shares the subject of Resolution 1 for the exploration on the Mantos Grandes Project. Any surplus funds will be used for general working capital purposes, review and analysis of new projects and for the funding of the Company’s other existing activities.

1.3 Directors’ recommendation

None of the Directors has a material personal interest in the subject matter of Resolution 1. The Board recommends that Shareholders vote in favour of Resolution 1 as it will enable the Company to fund its ongoing commitments.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF VENDOR SHARES

2.1 Background

On 24 February 2014 the Company announced the execution of to acquire 55% of the prospective Piedrecillas copper/silver project in Chile ( Option ).

On 27 February 2014 the Company issued the final tranche of Shares to complete the exercise of the Option.

The Company issued a total of 3,553,846 Shares to vendors without prior Shareholder approval out of its 15% annual placement.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 and for all other purposes of the issue of those Shares ( Share Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where, pursuant to ASX Listing Rule 7.4, a company in general meeting ratifies the previous issue of securities made (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.

By ratifying the issue of the Shares the subject of Resolution 2, the Company will retain the flexibility to issue equity securities in the future of up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by Listing Rule 7.4 for the Share Ratification

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 3,553,846 Shares were issued;

• (b) the issue price per Share was $0.05;

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

• (d) the Shares were issued to the project vendors comprising three Chilean nationals (Ángel Rafael Galaz, Marcelo Alberto Galaz and Nelson Carlos Concha Sepúlveda) and one Chilean company (Sociedad Alpes Asesorías E Inversiones EIRL).

• (e) Eduardo Valenzuela, Chairman of the Company has an interest in the Chilean company (Sociedad Alpes Asesorías E Inversiones EIRL) which presently holds an indirect interest of 20% of the Piedrecillas project. The Company in which Mr Valenzuela has an interest, did not receive any Option fee. Consequently, none of these recipients are related parties of the Company; and

• (f) no funds were raised from this issue. The issue represents the Option exercise as detailed in section 2.1.

2.3 Directors’ recommendation

None of the Directors has a material personal interest in the subject matter of Resolution 2. The Board believes that the ratification of the issue of the Shares is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 2 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES

3.1 Background

On 10 February 2014 the Company announced the completion of a capital raising of $19,965 through the issue of 363,000 Shares at an issue price of $0.055 per Share, ( Capital Raising ).

The Company issued 363,000 Shares without prior Shareholder approval out of its 15% annual placement capacity.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 and for all other purposes of the issue of those Shares ( Share Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where, pursuant to ASX Listing Rule 7.4, a company in general meeting ratifies the previous issue of securities made (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.

By ratifying the issue of the Shares the subject of Resolution 4, the Company will retain the flexibility to issue equity securities in the future of up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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3.2 Technical information required by Listing Rule 7.4 for the Share Ratification

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 363,000 Shares were issued;

• (b) the issue price per Share was $0.055;

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

• (d) the Shares were issued to Craig Randle-Wallace who is not a related party of the Company; and

• (e) the funds raised from this issue were used for project exploration expenditure on the Company’s current assets in Chile.

3.3 Directors’ recommendation

None of the Directors has a material personal interest in the subject matter of Resolution 3. The Board believes that the ratification of the issue of the Shares is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 3 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

4.1 Background

Between 8 April 2014 and 21 May 2014 the Company completed a capital raising of $191,963 through the issue of 4,799,095 Shares at an issue price of $0.04 per Share, ( Capital Raising ).

The Company issued 4,799,095 Shares without prior Shareholder approval out of its 15% annual placement capacity.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 and for all other purposes of the issue of those Shares ( Share Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where, pursuant to ASX Listing Rule 7.4, a company in general meeting ratifies the previous issue of securities made (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.

By ratifying the issue of the Shares the subject of Resolution 4, the Company will retain the flexibility to issue equity securities in the future of up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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4.2 Technical information required by Listing Rule 7.4 for the Share Ratification

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 4,799,095 Shares were issued;

• (b) the issue price per Share was $0.04;

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

• (d) the Shares were issued to seventeen separate private investors not associated with any broking firms. None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue were used for project exploration expenditure on the Company’s current assets in Chile.

4.3 Directors’ recommendation

None of the Directors has a material personal interest in the subject matter of Resolution 4. The Board believes that the ratification of the issue of the Shares is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 4 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval.

5. RESOLUTION 5 – APPROVAL FOR THE ISSUE OF PARTLY PAID SHARES

5.1 General

Resolution 5 seeks Shareholder approval for the allotment and issue of up to 2,399,548 Partly Paid Shares.

Subscribers to the Capital Raising the subject of Resolution 4 subscribed on the basis that they would receive one Partly Paid Share for every two Shares subscribed for and allotted under the Capital Raising.

The Partly Paid Shares represent a new class of securities not currently quoted on ASX. However, the Company has sought quotation of these securities as part of the non-renounceable entitlement offer and bonus offer pursuant to the Prospectus announced 5 May 2014.

ASX Listing Rule 7.1 places certain restrictions on the extent to which a listed company may issue certain securities, including options. The effect is that shareholder approval is required before the company may issue certain securities representing more than 15% of the capital of the company within a 12 month period. However, certain issues are exempt from the restrictions of ASX Listing Rule 7.1 and are effectively disregarded for the purposes of determining the number of securities which a company may issue within a 12 month period.

The effect of Resolution 5 will be to allow the Directors to issue the Partly Paid Shares to Capital Raising subscribers 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.

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5.2 Technical information required by ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is outlined in Section 5.1 above.

For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 5 to allow Shareholders to assess the proposed issue 2,399,548 Partly Paid Shares:

• (a) a maximum of 2,399,548 Partly Paid Shares to be issued;

• (b) the Partly Paid Shares the subject of Resolution 5 will be issued and allotted no later than three (3) months after the date of this Meeting or such later date as approved by ASX;

• (c) the issue price of the Partly Paid Shares will be nil. The Partly Paid Shares were offered to Capital Raising subscribers as an incentive;

• (d) the allottees in respect of Resolution 5 are the subscribers to Capital Raising the Subject of Resolution 4 being seventeen separate private investors not associated with any broking firms and are not be related parties of the Company;

• (e) the Partly Paid Shares to be issued will have a deemed paid up amount of $0.001, unpaid $0.049. Full details of the Partly Paid Shares are set out in Annexure 1;

• (f) the Partly Paid Shares will be issued in one single allotment no later than the date which is three (3) months after the date of the Meeting; and

• (g) no funds will be issued from the issue of Partly Paid Shares as set out above.

5.3 Directors’ recommendation

None of the Directors has a material personal interest in the subject matter of Resolution 5. The Board recommends Shareholders vote in favour of Resolution 5 as the Shares to be issued to Capital Raising subscribers would otherwise be issued using the Company’s capacity under ASX Listing Rule 7.1. Shareholder approval will provide the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval.

6. RESOLUTION 6 – APPROVAL FOR THE GRANT OF OPTIONS

6.1 General

Resolution 6 seeks Shareholder approval for the grant of 3,000,000 Options to Intuative Pty Ltd for nil cash consideration for the purpose of promotion of the Company.

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 6 will be to allow the Company to issue the Options 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.

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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 Placement Options:

• (i) the maximum number of Options to be issued is 3,000,000;

• (ii) the Options 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 Options will occur progressively;

• (iii) the issue price of the Options will be nil as they will be issued for the purpose of promotion of the Company;

• (iv) the Placement Options will be issued on the terms and conditions set out in Annexure B; and

• (v) no funds will be raised from the Options as the Options are being issued for nil cash consideration.

6.3 Directors’ Recommendation

None of the Directors have a material personal interest in the subject matter of Resolution 6. The Board recommends that Shareholders vote in favour of Resolution 6 as it will enable the Company to fund its ongoing commitments.

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GLOSSARY

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

$ means Australian dollars.

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

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 724 791).

ASX Listing Rules or Listing Rules means the official Listing Rules of ASX.

Board means the Board of Directors.

Company or Cobre Montana means Cobre Montana NL (ABN 29 126 129 413).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities has the meaning given by the ASX Listing Rules and includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as such.

Explanatory Statement means this explanatory statement which accompanies and forms part of the Notice.

Notice means the notice of meeting accompanying this Explanatory Statement.

Partly Paid Share means a partly paid share in the capital of the Company.

Proxy Form means the proxy form accompanying this Explanatory Statement.

Resolutions means the resolutions set out in the Notice of Meeting, 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 shareholder of the Company.

WST means Western Standard Time.

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ANNEXURE A – TERMS OF PARTLY PAID SHARES

The New Partly Paid Shares will rank equally in all respects with fully paid ordinary shares on issue, subject to the following terms and conditions, notwithstanding any differences in the amount that the New Partly Paid Shares are paid up to.

• a) Each New Partly Paid Share:

• i) will be allotted and issued at a total issue price of $0.05 per New Partly Paid Share;

• ii) is deemed to be paid up to $0.001;

• iii) has an initial unpaid amount of $0.049;

• iv) carries the right to participate in new issues of securities to holders of fully paid Shares (except bonus issues) on the same basis as holders of fully paid Shares;

• v) carries the right to participate in bonus issues of securities in the proportion which the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited) and, further, each holder of New Partly Paid Shares ( Partly Paid Shareholder ) will be notified by the Company of any proposed bonus issue of securities at least 14 days prior to the record date for any such issue;

• vi) carries the right to vote in the proportion which the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited); and

• vii) carries the right to participate in dividends in the proportion which the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

• b) At least 15 Business Days’ notice of any call will be provided to Partly Paid Shareholders.

• c) The Company will not make any call in respect of the unpaid amount within the first 6 months following the issue of the New Partly Paid Shares. After that date, the Company will not call more than $0.02 in any 6 month period.

• d) If the Company is listed on ASX, the Company will apply to have the fully paid Shares (that have come about as a result of the Partly Paid Shareholder paying the unpaid amount in full) listed for quotation by ASX within 10 days of the date of any such payment of the unpaid amount.

• e) Subject to meeting the requirements of the ASX Listing Rules, the New Partly Paid Shares will be quoted on the ASX.

• f) Should there be any conflict between these terms and the ASX Listing Rules, the ASX Listing Rules shall prevail.

• g) If the Company is listed on ASX and there is a reorganisation of the issued capital of the Company (including, but not limited to, a consolidation, subdivision, cancellation, reduction or return of capital):

• i) the number of New Partly Paid Shares must be reorganised in the same proportion as all other classes of shares on issue; and

• ii) the reorganisation must not involve a cancellation or reduction of the total amount payable and unpaid by holders of New Partly Paid Shares.

• h) In accordance with Part 2H.3 of the Corporations Act and the ASX Listing Rules, Partly Paid Shareholders do not have a contractual obligation to pay calls in respect of the unpaid amount on their New Partly Paid Shares. However, the New Partly Paid Shares the subject of a call will be liable to forfeiture if a call remains unpaid at the end of 14 days after it became payable. Forfeited New Partly Paid Shares may then be sold by the Company by public auction.

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ANNEXURE B – TERMS OF OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph Error! Reference source not found. , the amount payable upon exercise of each Option will be $0.10 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on 1 July 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 Corporations Act and do all such things necessary to satisfy section

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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 Error! Reference source not found.Error! Reference source not found. 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) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

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

16

PROXY FORM COBRE MONTANA NL ABN 29 126 129 413

GENERAL MEETING

I/We of being a member of Cobre Montana NL entitled to attend and vote at the General Meeting, hereby appoint Name of proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at the offices of Cobre Montana NL: Suite 3, 23 Belgravia Street, Belmont WA 6104 at 9:00am WST on Wednesday, 23 July 2014, 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 General Meeting

Voting on Business of the General Meeting
	FOR AGAINST ABSTAIN
Resolution 1 Approval for the Future Placement of Shares
Resolution 2 Ratification of Prior Issue of Vendor Shares
Resolution 3 Ratification of Prior Issue of Shares
Resolution 4 Ratification of Prior Issue of Shares
Resolution 5 Approval for the Issue of Partly Paid Shares
Resolution 6 Approval for the Grant of Options
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 to 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 Member(s):	Date: ____
Individual or Member 1 Member 2	Member 3
Sole Director/Company Secretary Director	Director/Company Secretary
Contact Name: ______Contact Ph (daytime): _________

E-mail Address: _______ Consent for contact by e-mail YES NO

Instructions for Completin g ‘Appointment of Proxy’ Form

1. A Shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a Shareholder of the Company. In the case of joint holders, all must sign.

3. Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

4. Directors of the Company;

5. a Director and a company secretary of the Company; or

6. for a proprietary company that has a sole Director who is also the sole company secretary – that Director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole Director and sole company secretary of the company must state that next to his or her signature.

1. 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.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

3. To vote by proxy, please complete and sign the Proxy Form enclosed and either send the Proxy Form :

4. (a) by post, to Cobre Montana NL, PO Box 588, Belmont, Western Australia 6984;

5. (b) by facsimile, to the Company on facsimile number (08) 9475 0847; or

6. (c) by email, to the Company at info@cobremontana.com.au

7. so that it is received not later than 9:00am WST on Monday, 21 July 2014

Proxy forms received later than this time will be invalid.