MACRO METALS LIMITED - AGM Information 2013

KOGI IRON LIMITED

ACN 001 894 033

NOTICE OF ANNUAL GENERAL MEETING

TIME : 2.00 pm WST DATE : Friday, 29 November 2013

PLACE : The Celtic Club, 48 Ord Street West Perth WA 6005.

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) 9200 3456.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions) 4 Explanatory Statement (explaining the proposed resolutions) 11 Glossary 37 Proxy Form Enclosed

IMPORTANT INFORMATION

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 2.00 pm WST on Friday, 29 November 2013 at:

The Celtic Club, 48 Ord Street, West Perth WA 6005

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 2.00 pm WST on Wednesday, 27 November 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.

In accordance with sections 250BB and 250BC of the Corporations Act:

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.

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To be effective, proxies must be lodged by 2.00pm WST on 27 November 2013. Proxies lodged after this time will be invalid.

Proxies may be lodged using any of the following methods:

by returning a completed Proxy Form in person or by post using the pre-addressed envelope provided with this Notice to:

Kogi Iron Limited C/- Link Market Services Limited Locked Bag A14 Sydney South, NSW, 1235 Australia;

by faxing a completed Proxy Form to +61 2 9287 0309;
by delivering it to Link Market Services Limited at 1A Homebush Drive, Rhodes, NSW, 2138; or
by recording the proxy appointment and voting instructions via the internet at www.linkmarketservices.com.au. Only registered shareholders may access this facility and will need their Holder Identification Number (HIN) or their Securityholder Reference Number (SRN).

The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act.

Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 2.00pm WST on Wednesday, 27 November 2013 .

If facsimile transmission is used, the Power of Attorney must be certified.

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

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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. FINANCIAL STATEMENTS AND REPORTS – AGENDA ITEM

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2013 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2013.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

If you are a member of the Key Management Personnel or a Closely Related Party and purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable

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for breaching the voting restrictions that apply to you under the Corporations Act.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DON CARROLL

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Don Carroll, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

Short Explanation: Mr Don Carroll retires and seeks re-election under this Resolution.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – KEVIN JOSEPH

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Kevin Joseph, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

Short Explanation: Mr Kevin Joseph retires and seeks re-election under this Resolution.

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – NATHAN TAYLOR

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Nathan Taylor, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

Short Explanation: Mr Nathan Taylor retires and seeks re-election under this Resolution.

6. RESOLUTION 5 – RATIFICATION OF SHARE PLACEMENT

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

“That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue by the Directors of 6,975,556 Shares at an issue price of $0.09 each per Share to sophisticated and professional investors on 1 October 2013 on the terms and conditions set out in the Explanatory Statement.”

Short Explanation: Approval is sought under Listing Rule 7.4 to ratify the allotment and issue of 6,975,556 Shares to sophisticated and professional investors pursuant to the Placement.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue the subject of Resolution 5 and any of their associates.

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However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides.

7. RESOLUTION 6 – APPROVAL OF PLACEMENT TO A DIRECTOR – IAN BURSTON

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

“That, in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 5,555,556 Shares at an issue price of $0.09 each per Share to Mr Ian Burston (or his nominee) on the terms and conditions in the Explanatory Statement.”

Short Explanation: Approval is sought under Listing Rule 10.11 for the allotment and issue of up to 5,555,556 Shares to Mr Ian Burston (or his nominee) pursuant to the Director Placement. Refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Ian Burston (or his nominee) or any of his associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides.

For the purpose of this voting exclusion statement, “associate” shall have the meaning set out in sections 12 and 16 of the Corporations Act. Section 12 of the Corporations Act is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the Company is the “designated body”. “Associate” also includes a related party of Mr Ian Burston.

8. RESOLUTION 7 – APPROVAL OF PLACEMENT TO A DIRECTOR – DON CARROLL

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

“That, in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,111,111 Shares at an issue price of $0.09 each per Share to Mr Don Carroll (or his nominee) on the terms and conditions in the Explanatory Statement.”

Short Explanation: Approval is sought under Listing Rule 10.11 for the allotment and issue of up to 1,111,111 Shares to Mr Don Carroll (or his nominee) pursuant to the Director Placement. Refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Don Carroll (or his nominee) or any of his associates.

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However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction of the Proxy Form to vote as the proxy decides.

9. RESOLUTION 8 – APPROVAL OF 10% PLACEMENT CAPACITY

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company on the date of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and 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 issue of Equity Securities under this Resolution 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 will 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.

10. RESOLUTION 9 – APPROVAL TO ISSUE OF SHARES AND THE PROVISION OF A LOAN TO MR IGNATIUS TAN UNDER THE LOAN SHARE PLAN

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

“ That, for the purposes of ASX Listing Rule 10.14, section 208(1) of the Corporations Act, and for all other purposes, approval be given for the Directors to issue up to 7,500,000 Loan Shares to Mr Ignatius Tan under the Company’s Loan Share Plan and to provide a loan to Mr Ignatius Tan for the purpose of acquiring those Loan Shares, as detailed in the Explanatory Memorandum .”

Voting exclusion : The Company will disregard any votes cast on this Resolution by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any of their associates.

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However, the Company need not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) if it is cast by Chairman as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

For the purpose of this voting exclusion statement “associate” shall have the meaning set out in sections 12 and 16 of the Corporations Act. Section 12 of the Corporations Act is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the Company is the “designated body”. “Associate” also includes a related party of any of the Directors (except one who is ineligible to participate in any employee incentive scheme in relation to the Company).

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

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

11. RESOLUTION 10 – APPROVAL OF POTENTIAL TERMINATION BENEFIT TO MR IGNATIUS TAN UNDER THE COMPANY’S LOAN SHARE PLAN

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

“That, conditional upon Resolution 9 being approved, for the purposes of sections 200B, 200E and 208 of the Corporations Act, ASX Listing Rule 10.19, and for all other purposes, the giving of benefits under the Company’s Loan Share Plan to Mr Ignatius Tan by the Company in connection with Mr

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Ignatius Tan ceasing to be an officer or ceasing to hold a managerial or executive office in the Company (or subsidiary of the Company) be approved on the terms and conditions in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) or any of their associates.

However, the Company will not disregard a vote if:

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

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

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

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BY ORDER OF THE BOARD

==> picture [76 x 45] intentionally omitted <==

SHANE VOLK COMPANY SECRETARY

15 OCTOBER 2013

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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 which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS – AGENDA ITEM

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2013 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the management of the Company.

The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://www.kogiiron.com .

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

In accordance with section 250V of the Corporations Act, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

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If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the previous financial year was approved, other than the managing director of the company), will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders at this Annual General Meeting.

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy.

You must direct your proxy how to vote on this Resolution . Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

3. RESOLUTIONS 2, 3 AND 4 – RE-ELECTION OF DIRECTORS – MESSRS CARROLL, JOSEPH AND TAYLOR

Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

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The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

The Company currently has 7 Directors, excluding the managing director, and accordingly 3 must retire.

Messrs Don Carroll, Kevin Joseph and Nathan Taylor retire by rotation and seek re-election.

4. RESOLUTION 5 – RATIFICATION OF SHARE PLACEMENT

4.1 General

On 25 September 2013 Kogi Iron announced to ASX its intention to raise $1.2 million via a placement of approximately 13,642,223 Shares to professional and sophisticated Investors, who were investors exempt from disclosure under the Corporations Act, at an issue price of $0.09 each per Share ( Placement ).

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 in the same class on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made without shareholder approval pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach the 15% threshold set by Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 5 seeks Shareholder ratification for the issue of 6,975,556 Shares under the Placement on 1 October 2013 pursuant to Listing Rule 7.4 in order to restore the ability of the Company to issue further Shares within the 15% limit during the next 12 months. The remaining 6,666,667 Shares to be issued pursuant to the Placement are the subject of Resolutions 6 and 7.

The following information in relation to the Shares the subject of the Placement and this Resolution 5 is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) the total number of Shares issued by the Company was 6,975,556;
(b) the Shares were issued at an issue price of $0.09 each per Share;
(c) the Shares issued were all fully paid ordinary Shares in the capital of the Company and rank equally in all respects with, and were otherwise issued on the same terms and conditions as, the Company’s existing Shares;
(d) the Shares were issued prior to the general meeting to sophisticated and professional investors and existing Shareholders and are not related parties to the Company;

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(e) the funds raised from this issue will be applied towards the Scoping Study for the Agbaja Project in Nigeria, and general working capital purposes; and
(f) a voting exclusion statement is included in the notice.

5. RESOLUTIONS 6 AND 7 – APPROVAL OF ISSUE OF SHARES TO DIRECTORS – MESSRS IAN BURSTON AND DON CARROLL

Resolutions 6 and 7 seek Shareholder approval for the purposes of Listing Rule 10.11 and for all other purposes to permit Messrs Ian Burston and Don Carroll or their respective nominee(s) to subscribe for Shares on exactly the same terms as the Placement as follows:

(a) Mr Ian Burston – up to 5,555,556 Shares; and

(b) Mr Don Carroll – up to 1,111,111 Shares.

(the Director Placement ).

5.1 Listing Rule 10.11

Shareholder approval is required under Listing Rule 10.11 because Messrs Burston and Don Carroll are Directors and as such, related parties of the Company.

Listing Rule 10.11 restricts the Company’s ability to issue securities to Directors unless approval is obtained from Shareholders. The effect of passing Resolutions 6 and 7 will be to allow the Company to issue a maximum of up to 6,666,667 Shares in total to Messrs Ian Burston and Don Carroll (or their nominees) within one (1) month after the Meeting (or a longer period, if allowed by ASX) without breaching Listing Rule 10.11 or using up the Company’s 15% placement capacity under Listing Rule 7.1.

The impact of passing Resolutions 6 and 7 on Messrs Ian Burston’s and Don Carroll’s voting power in the Company, assuming each of Messrs Ian Burston and Don Carroll receives either directly or through their respective nominees, the full placement of Shares as set out in 5.2(b) below and assuming the issue of Loan Shares the subject of Resolution 9 is set out in the following table:

Director	Number of Shares	Number of Options	Percentage voting power in the Company on an undiluted basis (*Total issued Share* *capital of the* *Company is* *309,226,349)*	Percentage voting power in the Company on a fully *diluted basis (Total* issued Share capital of the Company is 324,246,351)**
Mr Ian Burston, or nominee(s)	14,055,556	-	4.5%	4.3%
Mr Don Carroll, or nominee(s)	9,111,111	2,000,000	2.9%	3.4%

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5.2 Technical Information required by ASX Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 10.11:

(a) the Shares to be issued under the Director Placement shall be issued to Messrs Ian Burston and Don Carroll (or their respective nominees);
(b) the maximum number of Shares the Company will issue under the Director Placement is up to 6,666,667 Shares as follows:
(i) Mr Burston – up to 5,555,556 Shares;
(ii) Don Carroll – up to 1,111,111 Shares
(c) the Shares will be issued no later than one (1) month after the date of the Meeting, or such longer periods of time as ASX may in its discretion allow;
(d) the Shares will be issued by the Company at an issue price of $0.09 per Share;
(e) the Shares to be issued are fully paid ordinary Shares that will rank equally in all respects with the existing Shares on issue; and
(f) the funds raised from this issue will be applied be applied towards the Scoping Study for the Agbaja Project in Nigeria, and general working capital purposes.

6. RESOLUTION 8 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 8, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 6.2 below).

The effect of Resolution 8 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue on the date of issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 8 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 8 for it to be passed.

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6.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $27,000,000.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 4 classes of Equity Securities on issue, being the Shares (ASX Code: KFE) and a class of unlisted Options.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:
(i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4 and not including issues of securities under the entity’s 15% placement capacity without Shareholder approval; and
(iv) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

6.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 8:

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(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the VWAP of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section 6.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid).

or such longer period if allowed by ASX ( 10% Placement Capacity Period ).

The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 8 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature and scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

(c)

Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 8 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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Number of Shares on Issue
		Dilution
	Issue Price (per Share)	$0.043 50% decrease in Issue Price	$0.086 Issue Price	$0.129 50% increase in Issue Price
309,226,349 (Current)	10% Voting Dilution	30,922,634 Shares	30,922,634 Shares	30,922,634 Shares
	Funds raised	$1,329,673	$2,659,347	$3,989,020
463,839,524 (50% increase)	10% Voting Dilution	46,383,952 Shares	46,383,952 Shares	46,383,952 Shares
	Funds raised	$1,994,510	$3,989,020	$5,983,530
618,452,698 (100% increase)	10% Voting Dilution	61,845,269 Shares	61,845,269 Shares	61,845,269 Shares
	Funds raised	$2,659,347	$5,318,693	$7,978,040

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 309,226,349 Shares on issue comprising:
(a) 295,059,682 existing Shares as at the date of this Notice of Meeting;
(b) 6,666.667 Shares which will be issued if Resolutions 6 and 7 are passed at this Meeting (at an issue price of $0.09 per Share); and
(c) 7,500,000 Shares which will be issued if Resolution 9 is passed.
No Options are exercised before the date of the issue of the Equity Securities.
The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The issue price set out above is the closing price of the Shares on the ASX on 14 October 2013, being $0.086 per Share.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity being 10% of the Company’s issued capital on the date of issue.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

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(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s Agbaja Project (funds may then be used for project scoping feasibility studies and ongoing project administration) and general working capital requirements of the Company; or
(ii) as non-cash consideration for the acquisition of new resources assets and investments in such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

(e) Allocation policy under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the dilutionary effect of the proposed issue of the Equity Securities on existing shareholders at the time of the proposed issue of the Equity Securities;
(v) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(vi) prevailing market conditions; and
(vii) advice from corporate, financial and broking advisers (if applicable).

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(f) Previous Approval under ASX Listing Rule 7.1A

The Company, at its 2012 Annual General Meeting ( 2012 AGM ) held on 30 November 2012 previously obtained approval under ASX Listing Rule 7.1A.

In the 12 months following the date of the 2012 AGM, the Company has issued 47,375,556 Equity Securities which represents 17.93% of the total number of Equity Securities on issue at the commencement of the 12 month period (none of these Equity Securities were issued under Listing Rule 7.1A). Set out in Annexure A is information in relation to each issue of Equity Securities in the 12 months following the Meeting.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

(i) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market.

6.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 8.

7. RESOLUTION 9 – APPROVAL FOR THE ISSUE OF LOAN SHARES AND THE PROVISION OF A LOAN TO MR IGNATIUS TAN UNDER THE COMPANY’S LOAN SHARE PLAN

Subject to Shareholder approval of Resolution 9, the Company proposes to invite Mr Ignatius Tan to subscribe for 7,500,000 Loan Shares under and in accordance with the Loan Share Plan.

The Board has determined that the issue of Loan Shares to Mr Tan is an appropriate form of long term incentive for the Company’s Managing Director who is essential to the operation of the Company’s ongoing business.

In determining Mr Tan’s remuneration package, including this proposed grant of Loan Shares under the Loan Share Plan, the Board considered the scope of the executive directors’ role, the business challenges facing the Company and market practice for the remuneration of executive officers in similar organisations. Accordingly, they determine that the proposed grant of Loan Shares to Mr Tan is appropriate.

A summary of the Loan Share Plan is provided in Section 7.4. The terms of the specific offer to Mr Tan is summarised below.

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7.1 ASX Listing Rules 10.14

ASX Listing Rule 10.11 provides a general restriction against issuing securities to directors without shareholder approval.

ASX Listing Rule 10.14 provides that a company must not issue equity securities to a director of the company under an employee incentive scheme (such as the Loan Share Plan) unless the issue has been approved by shareholders by ordinary resolution. If approval is given by shareholders under ASX Listing Rule 10.14, separate shareholder approval is not required under ASX Listing Rules 7.1 or 10.11.

Under Resolution 9, the Company seeks approval from Shareholders for the issue of Loan Shares to Mr Tan, who by virtue of his position as an executive Director of the Company, is a related party of the Company.

7.2 Section 208 of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless of a number of exceptions apply.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities and the provision of a loan.

Under the Corporations Act, a director of a company is a related party of that company. As Mr Tan is a Director, the proposed issue of Loan Shares and the provision of a loan to Mr Tan to assist him in his acquisition of the Loan Shares constitutes the giving of a financial benefit.

Section 208(1) of the Corporations Act provides that for the Company to give a financial benefit to a related party of the Company, the Company must:

(a) obtain the approval of Shareholders to grant the financial benefit; and
(b) give the benefit within 15 months following such approval,

unless the benefit falls within one of the exceptions set out in the Corporations Act.

Accordingly, the Company seeks Shareholder approval for the issue of Loan Shares and provision of a loan to Mr Tan.

7.3 Information required under the Listing Rules and Corporations Act

For the purpose of Listing Rule 10.15, and sections 217 – 227 of the Corporations Act, the following information is provided to Shareholders for the purpose of obtaining Shareholder approval for the proposed issue of Loan Shares to Mr Tan under the Loan Share Plan and the provision of a loan to assist the acquisition of the Loan Shares:

(a) the Loan Shares will be granted to Mr Tan. Mr Tan is a Director of the Company;

(b) The maximum number of Loan Shares that can be acquired by Mr Tan under Resolution 9 is 7,500,000.

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(c) The issue price for the Loan Shares will be the market price for the Loan Shares (being the 5 day VWAP of the Company’s Shares immediately prior to the date of grant rounded up to the nearest cent in accordance with the Loan Share Plan) ( Issue Price ).
(d) There have been 40,400,000 Loan Shares issued or acquired under the Loan Share Plan to date as follows:
(i) Dr Ian Burston – 7,500,000 Loan Shares at an issue price of $0.28 per Loan Share;
(ii) Mr Kevin Joseph – 6,000,000 Loan Shares at an issue price of $0.28 per Loan Share;
(iii) Mr Joe Ariti – 6,000,000 Loan Shares at an issue price of $0.28 per Loan Share;
(iv) Mr Don Carroll – 6,000,000 Loan Shares at an issue price of $0.28 per Loan Share;
(v) Mr Brian King – 6,000,000 Loan Shares at an issue price of $0.28 per Loan Share;
(vi) Mr Nathan Taylor – 6,000,000 Loan Shares at an issue price of $0.28 per Loan Share; and
(vii) 2,900,000 Loan Shares at an issue price of $0.14 per Loan Share to various employees, contractors and consultants to the Company, none of which are related parties of the Company.
(e) All of the non-executive and executive directors, full-time and part-time employees of the Company (or any subsidiary of the Company), and any other person as determined by the Board, may participate, at the Directors’ invitation, in the Loan Share Plan. As at the date of this Notice, all persons referred to in Listing Rule 10.14 entitled to participate in the Loan Share Plan include Mr Ignatius Tan, Dr Ian Burston, Mr Kevin Joseph, Mr Joe Ariti, Mr Don Carroll, Mr Brian King and Mr Nathan Taylor and their respective associates.
(f) Mr Tan is eligible to Participant in the Loan Share Plan.
(g) Subject to Shareholders approving Resolution 9, the Company intends to make an offer to Mr Tan as soon as possible following this Meeting, and in any event, within 12 months after the date of Shareholder approval.
(h) The proposed grant of Loan Shares to Mr Tan will be subject to the terms of the Loan Share Plan. The Loan Shares will be subject to the following vesting conditions:
(i) the first tranche of 2,500,000 Loan Shares will be subject to the following vesting conditions:
- (A) completion of a scoping study by the Company in relation to its Agbaja Project on or before 31 March 2014 (or an alternate later date determined at the discretion of the Board); and

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(B) Mr Tan completing a minimum of 1 year of service with the Company;
(ii) the second tranche of 2,500,000 Loan Shares will be subject to the following vesting conditions:
(A) completion of a definitive feasibility study and an environmental and social impact assessment by the Company in relation to its Agbaja Project on or before 30 June 2015 (or an alternate later date determined at the discretion of the Board); and
(B) Mr Tan completing a minimum of 2 years of service with the Company; and
(iii) the third tranche of 2,500,000 Loan Shares will be subject to the following vesting conditions:
(A) the Company completes the sale of its first commercial cargo of iron ore from its Agbaja Project on or before 30 June 2016 (or an alternate later date determined at the discretion of the Board); and
(B) Mr Tan completing a minimum of 3 years of service with the Company.

For the avoidance of doubt no tranche of Loan Shares (as set out above) is conditional upon the vesting of another tranche.

(i) The Loan Shares will be issued on a date which will be no later than 12 months after the date of this Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules.
(j) In accordance with the terms and conditions of the Loan Share Plan, the Loan Shares will be granted to Mr Tan for no consideration and no funds will be raised by the grant of the Loan Shares to Mr Tan.
(k) A voting exclusion statement in relation to Resolution 9 is included in the notice of annual general meeting.
(l) The Company will offer an interest free loan to Mr Tan for the total value of the Issue Price of the Loan Shares to assist him to subscribe for the Loan Shares. The material terms of the loan are:
(i) the loan in relation to a Loan Share must be repaid on the earlier of;
- (A) the repayment date (if any) as specified in the offer documentation of the borrower;
- (B) the date that the Loan Shares have been forfeited (i.e. when the borrower of the loan ceases employment or office with the Company); and
- (C) the date that the borrower has otherwise disposed of, or attempted to dispose of the Loan Shares

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(ii) the borrower of the loan must use that loan solely for the purpose of assisting in financing the acquisition of the Loan Shares;
(iii) where security cannot be taken over the Loan Shares of the borrower of the loan due to section 259B of the Corporations Act, the borrower will take all reasonable actions requested by the Company that are permitted by law and which reflect the commercial rationale of the loan to provide comfort to the Company in respect of the recoverability of that loan; and
(iv) the borrower may only dispose of the Loan Shares that was acquired with the assistance of a loan if that loan is repaid in full to the Company.

A copy of the loan agreement to be entered into between the Company and Mr Tan will be available for inspection at the Annual General Meeting.

(m) Subject to shareholder approval, a related party to whom Resolution 9 would permit a financial benefit being given is Mr Tan.
(n)

The nature of the financial benefit to be given to Mr Tan is as follows:

Name	Maximum number of Loan Shares to be issued	Value of the financial benefit1	Value of the financial benefit1
		Loan	Interest
Mr Ignatius Tan	7,500,000	$675,000	$264,938

The amount of the loan to be provided to Mr Tan will equal the aggregate of the Issue Price for the Loan Shares acquired by him.

Note:

1 The maximum amount of the Loan to be provided to Mr Tan can be calculated by multiplying the number of Loan Shares to be issued by the issue price (as determined by the 5 day VWAP of the Company’s Shares before the date of this Notice rounded up to the nearest cent in accordance with the Loan Share Plan (i.e. $0.09) and the interest foregone on each Loan is estimated by the Company for Mr Tan based on a 5 year loan term and applying an interest rate of 7.85% per annum (being the margin loan rate as per the Reserve Bank of Australia’s indicator Lending Rates for September 2013) and assuming monthly repayments of interest and principal repayment at the end of the Loan term.
(o) In respect of Resolution 9, all Directors recommend that Shareholders vote in favour of Resolution 9, save for Mr Tan who has a material personal interest in the outcome of Resolution 9 as it relates to the proposed grant of a financial benefit to him and declines to make a recommendation in respect of it.
(p) As at the date of this Notice of Meeting, Mr Tan does not hold a relevant interest in any Shares or Options.
(q) If Shareholders approve Resolution 9 (assuming the maximum number of Loan Shares are granted to Mr Tan), Mr Tan will have the following relevant interest in the Company’s Securities:

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Name	Shares	Options	% of the issued share capital of the Company on a fully diluted basis after the proposed issue of shares1 2
Mr Ignatius Tan	7,500,000	Nil	2.4%

Note:

1 This assumes that no other Shares are issued and no Options are exercised prior to the date of the Meeting.
This assumes that there are 309,226,349 Shares on issue comprising:
(a) 295,059,682 existing Shares on issue as at the date of this Notice of Meeting;
(b) 6,666.667 Shares which will be issued if Resolutions 6 and 7 are approved by Shareholders at this Meeting; and
(c) 7,500,000 Shares which will be issued if this Resolution 9 is approved by Shareholders.

(r) Details of Mr Tan’s fees per annum (including superannuation) as Managing Director of the Company and the total financial benefit to be received by him in this current period, as a result of the grant of the Loan Shares the subject of Resolution 9 is as follows:

Name	Number of Loan Shares	Value of Loan Shares ($)	Base Salary and Allowances per annum (including superannuation)	Total financial benefit ($)
Mr Ignatius Tan	7,500,000	$675,000	$532,010	1,207,010

Given that the Loan Shares have no market based vesting conditions, it is not appropriate to value the Loan Shares using a particular valuation model. Accordingly, the value of the Loan Shares will simply be the value of the underlying Share on the date of vesting. The indicative valuation of $675,000 is based on the 5 day VWAP of the Company’s Shares on 14 October 2013, being the date prior to the date of this Notice rounded up to the nearest cent in accordance with the Loan Share Plan.

(s) The Board (other than Mr Tan) consider that proposed grant of Loan Shares to Mr Tan encourages him to have a greater involvement in the achievement of the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through Share ownership.

Under the Company’s current circumstances, the Board (in the absence of Mr Tan) considers that the incentive to Mr Tan which would be represented by loans allowing the acquisition of the Loan Shares would be a cost-effective and efficient incentive for the Company to provide, as opposed to alternative forms of incentives such as cash bonuses or increased remuneration.

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The granting of the loan will have no effect on the Company’s cash flow (other than in respect of any costs associated with the granting of the loan which are not expected to be material)as the Loan Shares will be issued to Mr Tan and a loan granted for the total value of Issue Price of the Loan Shares.

The Board does not consider that the giving of the financial benefit will be likely to materially prejudice the interests of the Company or its Shareholders or the Company’s ability to pay its creditors.

The loan will be interest free. Also, the terms of the loan are such that it is limited recourse. This means that if the borrower of the loan does not repay the loan when it is due for repayment, the Company can only require the Participant to sell those Loan Shares which were acquired with the assistance of the loan. The proceeds of such sale will constitute full satisfaction of the loan even where such proceeds are less than the loan balance at that time. In this event, the borrower would receive a financial benefit from the Company in the form of the Company forgiving the amount of the loan not repaid using the sale proceeds.

The circumstances where the borrower will be entitled to any surplus proceeds is set out in Section 7.4(e). If the borrower is entitled to any surplus proceeds from the sale over and above the loan balance of the borrower at the time, the borrower would have received a financial benefit as the borrower was able to earn a capital gain on the Loan Shares without having to fund the acquisition of the Loan Shares with the borrower’s own funding or alternatively with a loan from a third party at commercial interest rates. The borrower of the loan will also have held voting rights in the Loan Shares and associated rights for the duration of the loan.

The Board considers that the limited recourse nature of the loan is appropriate to enable the Company to adequately incentivise Mr Tan and encourage him to increase his shareholding in the Company to align his interests with those of other Shareholders. The board of Directors considers that the benefits achieved by offering a limited recourse loan exceed the potential detriment to the Company of the loan not being fully repaid.

(t) The following table gives details of the highest, lowest and latest closing prices of the Shares trading on ASX over the past 12 months ending on 14 October 2013:

Highest Price (A$) / Date	Lowest Price (A$) / Date	Latest Price (A$) / Date
$0.38 on 7 November 2012	$0.085 on 10 October 2013	$0.086 on 14 October 2013

(u) The decision by the Board (other than Mr Tan) to seek Shareholder approval for the giving of a loan to Mr Tan to allow the acquisition of the Loan Shares has been made based upon a consideration of:

(i) the remuneration of Mr Tan;

(ii)

the Directors’ wish to ensure that the remuneration offered is competitive with market standards and practice. The Directors have considered the proposed number of Loan Shares to be

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granted in ensuring that Mr Tan’s overall remuneration is in line with market practice;

(iii) the extensive experience and reputation of Mr Tan within the energy and resources industry; and
(iv) incentives to attract and endure continuity of service of Directors who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.
(v) Other than the material set out in this Explanatory Memorandum;
(i) the Board of Directors does not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or material taxation consequences for the Company or benefits foregone by the Company in issuing the Loan Shares and granting the loans to Mr Tan; and
(ii) the Board is not aware of any other information which Shareholders of the Company would reasonably require in order to decide whether or not it is in the Company’s best interest to pass Resolution 9.

7.4 Summary of the key terms of the Loan Share Plan

The key terms of the Loan Share Plan are set out below:

(a) Eligibility : The Board may from time to time, invite executive and nonexecutive directors, full-time or part-time employees or contractors or consultants of the Company (or its subsidiaries), or such other persons as the Board determines eligible, to participate in the Loan Share Plan.
(b) Shares : The Directors will determine the number of Shares to be offered to Eligible Persons pursuant to the terms of the Loan Share Plan. However the maximum number of Shares that can be issued will not exceed an aggregate amount of 54,000,000 Shares.

Under the Loan Share Plan, the Shares to be offered to Eligible Persons will be ordinary shares and the Participants will have full entitlements attaching to those ordinary shares ( Loan Shares ).

At the discretion of the Board, the Loan Shares may either be directly issued to Eligible Persons, or existing Shares purchased on-market and transferred. The Board will apply for quotation of the Loan Shares issued (or any unquoted Loan Shares transferred) within the time required by the Listing Rules after the date of grant of the Loan Shares ( Grant Date ).

(c) Purchase Price : At the Grant Date, the Loan Shares will be acquired by Eligible Persons for market value, being the 5 day VWAP of the Company’s Shares up to the Grant Date rounded up to the nearest cent in accordance with the Loan Share Plan.
(d) Loan: To facilitate the effective operation of a Participant’s participation in the Loan Share Plan, the rules of the Loan Share Plan envisages the loans will be interest free and limited recourse such that the Company will accept in full satisfaction of repayment of the loan, the amount of the market value of the Loan Shares at the time the loan is due for

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repayment in the event that the market value of the Loan Shares is less than the amount of the loan outstanding.

Unless otherwise determined, the loan period ends when Loan Shares are forfeited including on termination of employment or office, when the Loan Shares are disposed of in accordance with the rules of the Loan Share Plan or such other date as specified in a Participant’s offer documentation.

(e) Forfeiture / Vesting: The Loan Shares offered under the Loan Share Plan may be subject to vesting conditions, forfeiture conditions and disposal restrictions (the Conditions ) as determined by the Board and specified in offer documents to be provided to Eligible Persons. The Board has discretion to waive or deem Conditions to have been satisfied .

Unless otherwise determined by the Board, a Participant’s Loan Shares will be forfeited in the circumstances set out in the rules of the Loan Share Plan, and include where:

(i) a Participant’s employment, office or contractual relationship with the Company (or a subsidiary of the Company) ceases. However, the board of Directors possess the discretion to determine, where a Participant becomes a Good Leaver (as defined in Section 7.4(e)(v) below, that some or all of their Loan Shares will not be forfeited;
(ii) the relevant vesting condition are not satisfied or cannot be satisfied by the relevant time;
(iii) a Participant acts fraudulently or dishonestly or in breach of his or her obligations to the Company (or its subsidiaries); or
(iv) a Participant becomes insolvent.

If a Participant’s Loan Shares are forfeited, and those Loan Shares are sold pursuant to the rules of the Loan Share Plan, the proceeds will first be applied against the loan balance of the Participant and any surplus proceeds shall be applied as follows:

(v) If the Participant was a Good Leaver or a Bad Leaver (refer below) and the Loan Share had vested, the Participant will be entitled to the surplus.

For the purposes of the Loan Share Plan, a “Good Leaver ” is a Participant, who is not a Bad Leaver, and who ceases their employment, office or contractual relationship with the Company (or its subsidiaries) due to death, permanent incapacity, redundancy, bona fide retirement, or any other reason the Board determines.

A Participant is a “Bad Leaver” where their employment, office or contractual relationship with the Company (or its subsidiaries) ceases in circumstances including where the Participant is dismissed from employment or office or their contractual relationship is terminated due to serious and wilful misconduct (including, without limitation, fraud and dishonesty), or the Participant resigns from his or her employment or office or

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terminates his or her contractual relationship with the Company (or its subsidiaries).

(vi) If the Participant was a good leaver and the Loan Shares had not vested, the Company will be entitled to the surplus unless otherwise determined by the Board.
(vii) If the Participant was a bad leaver and the Loan Shares had not vested, the Company will be entitled to all of the surplus.
(viii) In all other circumstances, the Company will be entitled to the surplus unless otherwise determined by the board of Directors.
(f) Restrictions on Loan Shares: Loan Shares cannot be dealt with unless they are not subject to any conditions and there is no outstanding loan on the Loan Shares. Provided the Loan Shares are not subject to any conditions, an Eligible Person may request the Company to sell the Loan Shares on which loans are outstanding on the basis that proceeds are first applied towards discharging the loan. However, the Company is not obliged to consent to the sale of the Participant’s Loan Shares.
(g) Cash Distributions: The after-tax amount of any cash dividend as well as any other capital distributions will be applied against repayment of any loan which may have been made available to a Participant to assist the acquisition of their Loan Shares.
(h) Trust : The Company may use a specific purpose trust and trustee to facilitate the operation of the Loan Share Plan and implement any procedures to enforce conditions and to monitor compliance with its securities trading policy.
(i) Change of control: If a change of control event occurs, which is defined in the rules of the Loan Share Plan and includes a takeover of the Company, the Board may in its absolute discretion determine the manner in which all or a specified number of a Participant’s Loan Shares (whether vested or unvested) will be dealt with.
(j) Amendment : The Board has the ability to amend the rules of the Loan Share Plan at any time, including with retrospective effect, except that any amendments which affect a Participant’s existing entitlements or obligations require a Participant’s consent unless the amendment is primarily necessitated to ensure compliance with the Company’s constitution or laws or to correct manifest errors .

Copies of the Loan Share Plan documentation will be available for inspection at the Company’s registered office and will be provided without charge to Shareholders on request.

7.5 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

KFE Notice of AGM 2013 [FINAL]

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

8. RESOLUTION 10 – APPROVAL OF POTENTIAL TERMINATION BENEFIT TO MR IGNATIUS TAN UNDER THE COMPANY’S LOAN SHARE PLAN

Subject to Shareholder approval of Resolution 9, Shareholder approval is also sought for the purposes of sections 200B, 200E and 208 of the Corporations Act and ASX Listing Rule 10.19 to approve the giving of benefits under the Loan Share Plan to Mr Ignatius Tan by the Company in connection with Mr Ignatius Tan ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company (or subsidiary of the Company) on the terms and conditions in this Explanatory Statement.

As described above, the terms of the Loan Share Plan provide that the board of Directors possess the discretion to determine, where a Participant becomes a Good Leaver, that some or all of their Loan Shares will not be forfeited.

The Loan Share Plan also provides that subject to the Corporations Act, the Listing Rules and any other applicable laws and regulations, the Board may determine that some or all of those Loan Shares that will not be forfeited will also be deemed to have vested immediately prior to Mr Tan becoming a Good Leaver.

The purpose of Resolution 10 is to seek Shareholder approval to enable the Directors to, upon Mr Tan becoming a Good Leaver, exercise their discretion to:

(a) determine that some or all of Mr Tan’s Loan Shares will not be forfeited; and
(b) determine that some or all of the Loan Shares not to be forfeited will also be deemed to have vested immediately prior to Mr Tan becoming a Good Leaver,

(together, the Termination Benefit ).

The Board’s current intention is to only exercise this discretion:

(c) where Mr Tan is a Good Leaver which includes instances where Mr Tan’s employment or office ceases due to permanent incapacity, redundancy or bona fide retirement; and

KFE Notice of AGM 2013 [FINAL]

(d) so as only to preserve that number of unvested Loan Shares as are prorated to the date that Mr Tan ceases employment or office with the Company (or a subsidiary of the Company).

The exercise of this discretion may constitute a “benefit” for the purposes of section 200B of the Corporations Act and ASX Listing Rule 10.19.

8.1 Section 208 of the Corporations Act

As outlined in Section 7.2 above, section 208(1) of the Corporations Act provides that for the Company to give a financial benefit to a related party of the Company, the Company must:

(a) obtain the approval of Shareholders to grant the financial benefit; and
(b) give the benefit within 15 months following such approval,

unless the benefit falls within one of the exceptions set out in the Corporations Act.

Given that a “financial benefit” is defined in the Corporations Act in broad terms, the Termination Benefit is likely to constitute the giving of a financial benefit.

Mr Tan, a Director of the Company, is considered to be a related party of the Company for the purposes of Chapter 2E of the Corporations Act.

Accordingly, the Company seeks Shareholder approval for the giving of the Termination Benefit to Mr Tan.

8.2 Information required under Chapter 2E of the Corporations Act

For the purpose of sections 217 – 227 of the Corporations Act, the following information is provided to Shareholders:

(a) subject to Shareholder approval, a related party to whom Resolution 10 would permit a financial benefit being given is Mr Tan.
(b) the nature of the financial benefit to be given to Mr Tan involves circumstances where the Directors determine that some or all of Mr Tan’s Loan Shares will not be forfeited in the event that Mr Tan was to cease to be an officer of, or cease to hold a managerial or executive office in, the Company before the vesting of his Loan Shares.

As described in Section 7.3(n) above, the number and value of the Loan Shares to be issued to Mr Tan if Resolution 9 is approved is as follows:

Name	Maximum number of Loan Shares to be issued	Value of the financial benefit	Value of the financial benefit
		Loan	Interest
Mr Ignatius Tan	7,500,000	$675,000	$264,938

The amount of the loan to be provided Mr Tan will equal the aggregate of the Issue Price for the Loan Shares acquired by him.

KFE Notice of AGM 2013 [FINAL]

Note:

The maximum amount of the Loan to be provided to Mr Tan can be calculated by multiplying the number of Loan Shares to be issued by the issue price (as determined by the 5 day VWAP of the Company’s Shares before the date of this Notice rounded up to the nearest cent in accordance with the Loan Share Plan (i.e. $0.09) and the interest foregone on each Loan is estimated by the Company for Mr Tan based on a 5 year loan term and applying an interest rate of 7.85% per annum (being the margin loan rate as per the Reserve Bank of Australia’s indicator Lending Rates for September 2013) and assuming monthly repayments of interest and principal repayment at the end of the Loan term.

(c) the proposed grant of Loan Shares pursuant to Resolution 9 will be subject to the terms of the Company’s Loan Share Plan. As outlined above, the terms of the Loan Share Plan provide that the Board has the discretion to determine that, upon Mr Tan becoming a Good Leaver, some or all of Mr Tan’s Loan Shares will not be forfeited.

The purpose of Resolution 10 is to seek Shareholder approval to enable the Directors to exercise their discretion to:

(i) upon Mr Tan becoming a Good Leaver, determine that some or all or Mr Tan’s Loan Shares will not be forfeited. As indicated above, it is intended that this discretion will only be exercised where Mr Tan leaves employment or office without fault on his part; and
(ii) in the event that Mr Tan becomes a Good Leaver and the Board determines that some or all of his Loan Shares will not be forfeited, determine that some or all of such Loan Shares will also be deemed to have vested immediately prior to Mr Tan becoming a Good Leaver.

The Board (other than Mr Tan) believes that the issue of Loan Shares to Mr Tan pursuant to Resolution 9 will encourage Mr Tan to have a greater involvement in the achievement of the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through Share ownership.

Under the Company’s current circumstances, the Directors consider (in the absence of Mr Tan) that the good faith shown in giving the Termination Benefit to Mr Tan is a cost effective and efficient means for the Company to provide a reward and incentive, as opposed to alternative forms of inventive, such as the payment of additional cash compensation.

The decision by the Board (other than Mr Tan) to seek Shareholder approval for the giving of a Termination Benefit to Mr Tan has been made based upon a consideration of:

the remuneration of Mr Tan;
the extensive experience and reputation of Mr Tan within the energy and resources industry; and

KFE Notice of AGM 2013 [FINAL]

incentives to attract and endure continuity of service of Directors who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Board considers that the advantages of Shareholders approving Resolution 10 and giving the Directors the ability to determine to give the Termination Benefit are as follows:

(i) recognising Mr Tan’s involvement and assistance in meeting the Company’s objectives;
(ii) evidencing to Mr Tan that the Company and its Shareholders will honour, and give effect to, arrangements made in good faith by the Board; and
(iii) indicating that the Company will give due consideration to providing fair and just compensation for services, assistance and acts benefiting the Company.

The Board considers that the disadvantages of Shareholders approving Resolution 10 include that if the Loan Shares were to be forfeited upon Mr Tan becoming a Good Leaver, the Board can instruct the Participant to:

(i) sell such Loan Shares to the Company pursuant to a buy-back under the Corporations Act;
(ii) appoint an officer of the Company as their agent to sell the Loan Shares; or
(iii) otherwise deal with such Loan Shares in the manner required by the Board.

The board of Directors considers that the benefits achieved by having the ability to give the Termination Benefit to Mr Tan exceed the potential detriment to the Company of the loan not being repaid at the time of Mr Tan becoming a Good Leaver.

(d) as at the date of this Notice of Meeting, Mr Tan does not hold a relevant interest in any Shares or Options. However, if Shareholders approve Resolution 10 (assuming the maximum number of Loan Shares are granted to Mr Tan), Mr Tan will have the following relevant interest in the Company’s securities:

Name	Shares	Options	% of the issued Share capital of the Company on a fully diluted basis after the proposed issue of Shares pursuant to Resolutions 6, 7 and 9 2
Mr Ignatius Tan	7,500,0001	Nil	2.4%

Note:

KFE Notice of AGM 2013 [FINAL]

This assumes that no other Shares are issued and no Options are exercised prior to the date of the Meeting.
This assumes that there are 309,226,349 Shares on issue comprising:
- a) 295,059,682 existing Shares on issue as at the date of this Notice of Meeting;
- b) 6,666.667 Shares which will be issued if Resolutions 6 and 7 are approved by Shareholders; and
- c) 7,500,000 Shares which will be issued if Resolution 9 is approved by Shareholders.
(e) Details of Mr Tan’s fees per annum (including superannuation) as Managing Director of the Company and the total financial benefit to be received by them in this current period, as a result of the grant of the Loan Shares the subject of Resolution 9, are as follows:

Name	Number of Loan Shares	Value of Loan Shares ($)	Base Salary and	Total financial benefit ($)
			Allowances per annum (including superannuation)
Mr Ignatius Tan	7,500,000	$675,000	$532,010	1,207,010

Note:

This assumes that Shareholders approve Resolution 9 and 7,500,00 Loan Shares are issued to Mr Tan.

Given that the Loan Shares have no market based vesting conditions, it is not appropriate to value the Loan Shares using a particular valuation model. Accordingly, the value of the Loan Shares will simply be the value of the underlying Share on the date of vesting. The indicative valuation of $675,000 is a based on the 5 day VWAP of the Company’s Shares on 14 October 2013, being the date prior to the date of this Notice rounded up to the nearest cent in accordance with the Loan Share Plan.

(f) The Board (other than Mr Tan) consider that proposed grant of Loan Shares to Mr Tan encourages him to have a greater involvement in the achievement of the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through Share ownership.

(g) The table in Section 7.3(t) gives details of the highest, lowest and latest closing prices of the Company’s Shares trading on ASX over the past 12 months ending on 14 October 2013.
(h) Other than the material set out in this Explanatory Memorandum:
(i) the Board of Directors does not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or material taxation consequences for the Company or benefits foregone by the Company in giving the Termination Benefit; and

KFE Notice of AGM 2013 [FINAL]

(ii) the Board is not aware of any other information which Shareholders of the Company would reasonably require in order to decide whether or not it is in the Company’s best interest to pass Resolution 10.

8.3 Directors’ recommendation

All the Directors were available to make a recommendation. For the reasons noted above, Messrs Ian Burston, Don Carroll, Joe Ariti, Kevin Joseph, Brian King and Nathan Taylor (who have no interest in the outcome of Resolution 10) recommend that Shareholders vote in favour of Resolution 10.

Mr Ignatius Tan declines to make a recommendation about Resolution 10 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of a financial benefit to him.

8.4 Section 200E of the Corporations Act

Shareholder approval of the benefits that Mr Tan may receive pursuant to the Termination Benefit is sought under section 200E of the Corporations Act.

Part 2D.2 of the Corporations Act restricts the benefits that can be given to persons who hold a “managerial or executive office” (as defined in the Corporations Act) on leaving their employment with the Company or any of its related bodies corporate, unless an exception applies.

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a managerial or executive office if the benefit is approved by shareholders or an exemption applies.

A benefit will only fall within the exceptions set out in the Corporations Act if the amount of the benefit is less than a prescribed multiple of the director’s remuneration or if the nature of the benefit falls within one of a number of categories set out in the Corporations Act (for example, a payment by way of damages for breach of contract or a payment for past services).

Given that the amount of the Termination Benefit cannot be determined in advance and does not fall within any of the categories of exception set out in the Corporations Act, Shareholder approval is being sought.

Provided Shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

Section 200E of the Corporations Act requires that where shareholders are asked to approve a payment or other benefit to a director that would otherwise be prohibited by section 200B, shareholders must be given details of the amount of the payment or, if the amount cannot be ascertained at the time of the disclosure, the manner in which the amount is to be calculated and any matter, event or circumstances that will, or is likely to, affect the calculation of the amount.

The value of the Termination Benefit cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of the Termination Benefit will depend on factors such as the Company’s Share price at the time of vesting of the relevant Loan Shares and the number of Loan Shares that will vest.

KFE Notice of AGM 2013 [FINAL]

The following additional factors may also affect the Termination Benefit’s value:

(a) whether the Board determines that all or only some of Mr Tan’s Loan Shares will not lapse;
(b) Mr Tan’s length of service and the status of the vesting conditions attaching to the Loan Shares at the time Mr Tan’s employment or office ceases; and
(c) the number of unvested Loan Shares that Mr Tan holds at the time he ceases employment or office.

8.5 Listing Rule 10.19

ASX Listing Rule 10.19 provides that, without the approval of ordinary shareholders, an entity must ensure that no officer of the entity or any of its child entities will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that are or may become payable to all officers together exceed 5% of the equity interests of the entity as set out in the latest accounts given to ASX under the Listing Rules.

Depending upon the value of the Termination Benefits (see above), and the equity interests of the Company at the time such Termination Benefit may crystallise, it is uncertain if such payment would exceed this 5% threshold. Accordingly, Shareholder approval is being sought in case the value of the Termination Benefit exceeds this 5% threshold.

8.6 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

KFE Notice of AGM 2013 [FINAL]

GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given to it in Section 6.1 of the Explanatory Memorandum.

10% Placement Capacity Period has the meaning given to it in Section 6.3(b) of the Explanatory Memorandum.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Bad Leaver has the meaning given to it in Section 7.4(e)(v) of the Explanatory Memorandum.

Board means the current board of directors of the Company.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Kogi Iron Limited (ACN 001 894 033).

Condition has the meaning given to it in Section 7.4(e) of the Explanatory Memorandum.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Director Placement has the meaning given to it in Section 5 of the Explanatory Memorandum.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

KFE Notice of AGM 2013 [FINAL]

Good Leaver has the meaning given to it in Section 7.4(e)(v) of the Explanatory Memorandum.

Grant Date has the meaning given to it in Section 7.4(b) of the Explanatory Memorandum.

Issue Price has the meaning given to it in Section 7.3) of the Explanatory Memorandum.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Loan Share means a Share issued pursuant to the Loan Share Plan.

Loan Share Plan means the proposed employee incentive plan in respect of the Company set out in the Explanatory Statement through which it is proposed to grant Shares to Eligible Persons.

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.

Participant means an Eligible Person who has been issued and/or transferred a Loan Share in accordance with the Loan Share Plan;

Placement has the meaning given to it in Section 4.1 of the Explanatory Memorandum.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2013.

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

Section means a section of the Explanatory Memorandum.

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

Shareholder means a holder of a Share.

Spill Meeting has the meaning given to it in Section 2.2 of the Explanatory Memorandum.

Spill Resolution has the meaning given to it in Section 2.2 of the Explanatory Memorandum.

Termination Benefit has the meaning given to it in Section 8 of the Explanatory Memorandum.

VWAP means volume weighted average price.

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

KFE Notice of AGM 2013 [FINAL]

Consideration	Nil – these Shares were issued in accordance with the Company’s Loan Share Plan for the purpose of incentivising and retaining allottees in a manner which promotes alignment with Shareholder interests and to enable the Company to offer market-competitive remuneration arrangements to allottees. As at the date of this Notice of Meeting, the Loan Shares have not vested.	Nil – these Shares were issued in accordance with the Company’s Loan Share Plan for the purpose of
Issue price	$0.28 per Loan Share (the 5 day VWAP prior to the offer date for the Loan Sharesrounded up to the nearest cent in accordance with the Loan Share Plan)	$0.14 per share (the 5 day VWAP prior to the offer date for the Shares)
Allottees	Participating Directors of the Company pursuant to the Company Loan Share Plan being, Dr Ian Burston, Kevin Joseph, Joe Ariti, Don Carroll, Brian King and Nathan Taylor	Various consultants being, Shane Volk, Kim Bischoff, Dr Warwick Crowe and Diane Allen (none of which are related
Summary of terms	Ordinary Fully Paid	Ordinary Fully Paid
No. issued	37,500,000	2,900,000
	Shares	Shares
Type of Equity Securities

Date	10 December 2012	15 April 2013

incentivising and retaining allottees in a manner which promotes alignment with Shareholder interests and to enable the Company to offer market-competitive remuneration arrangements to allottees. As at the date of the Notice of Meeting, the Loan shares have not vested	$627,800.04 The funds are to be applied towards the funding of the Company’s Agbaja iron ore project Scoping Study and general working capital purposes. At the date of this notice the funds had not been drawn on.
	$0.09 per Share being:  an approximate 19% discount to the 5 day VWAP prior to the 27 September 2013; and  based on the market price as at close of market on 1 October 2013 (being 9 cents), the Shares issued were not issued at a discount to market price
parties of the Company) and Janine Gifford, being an employee of the Company	Placement to Professional and Sophisticated Investors. No Shares were issued to related parties of the Company.
	Fully Paid
	6,975,556
	Ordinary Shares
	1 October 2013

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LODGE YOUR VOTE

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ACN 001 894 033

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
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www.linkmarketservices.com.au

ONLINE

By mail:  Kogi Iron Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 All enquiries to: Telephone: +61 1300 554 474

ShAREhOLDER PROXY FORM

I/We being a member(s) of Kogi Iron Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered shareholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 2:00pm (WST) on Friday, 29 November 2013, at The Celtic Club, 48 Ord Street West Perth WA 6005 and at any adjournment or postponement of the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2		VOTING DIRECTIONS	VOTING DIRECTIONS
1Adoption of Remuneration Report Items of Business	For	6Approval of Placement to a Director – Ian Burston Against Abstain*		For	Against Abstain*
2Re-election of Director – Don Carroll			7Approval of Placement to a Director –
			Don Carroll
3Re-election of Director – Kevin Joseph			8Approval of 10% Placement Capacity
4Re-election of Director – Nathan Taylor			9Approval to Issue Shares and the Provision of a Loan to Mr Ignatius Tan
5Ratifcation of Share Placement			10Approval of Potential Termination Beneft
			to Mr Ignatius Tan

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 IMPORTANT – VOTING EXCLUSIONS

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Items 1, 6, 7, 9 and 10 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of those Items and that votes cast by him/her for those Items, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 1, 6, 7, 9 and 10 and your votes will not be counted in calculating the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 1, 6, 7, 9 and 10.

STEP 4

SIGNATURE OF ShAREhOLDERS – ThIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

KFE PRX302

hHOW TO COMPLETE THIS PROXY FORMh

Your Name and Address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (WST) on Wednesday, 27 November 2013, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:



ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Kogi Iron Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

AI assistant

MACRO METALS LIMITED — AGM Information 2013

65283_rns_2013-10-22_02778303-ea9d-4c92-9486-3842300cf1c3.pdf

KOGI IRON LIMITED

ACN 001 894 033

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS – AGENDA ITEM

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DON CARROLL

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – KEVIN JOSEPH

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – NATHAN TAYLOR

6. RESOLUTION 5 – RATIFICATION OF SHARE PLACEMENT

7. RESOLUTION 6 – APPROVAL OF PLACEMENT TO A DIRECTOR – IAN BURSTON

8. RESOLUTION 7 – APPROVAL OF PLACEMENT TO A DIRECTOR – DON CARROLL

9. RESOLUTION 8 – APPROVAL OF 10% PLACEMENT CAPACITY

10. RESOLUTION 9 – APPROVAL TO ISSUE OF SHARES AND THE PROVISION OF A LOAN TO MR IGNATIUS TAN UNDER THE LOAN SHARE PLAN

Voting Prohibition Statement

11. RESOLUTION 10 – APPROVAL OF POTENTIAL TERMINATION BENEFIT TO MR IGNATIUS TAN UNDER THE COMPANY’S LOAN SHARE PLAN

Voting Prohibition Statement

BY ORDER OF THE BOARD

SHANE VOLK COMPANY SECRETARY

15 OCTOBER 2013

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS – AGENDA ITEM

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2

Voting consequences

2.3 Previous voting results

2.4

Proxy voting restrictions

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

If you appoint any other person as your proxy

3. RESOLUTIONS 2, 3 AND 4 – RE-ELECTION OF DIRECTORS – MESSRS CARROLL, JOSEPH AND TAYLOR

4. RESOLUTION 5 – RATIFICATION OF SHARE PLACEMENT

4.1 General

5. RESOLUTIONS 6 AND 7 – APPROVAL OF ISSUE OF SHARES TO DIRECTORS – MESSRS IAN BURSTON AND DON CARROLL

5.1 Listing Rule 10.11

5.2 Technical Information required by ASX Listing Rule 10.13

6. RESOLUTION 8 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 General

6.2 ASX Listing Rule 7.1A

(A x D) – E

6.3 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(b) Date of Issue

(c)

Risk of voting dilution

The table above uses the following assumptions:

(d) Purpose of Issue under 10% Placement Capacity

(e) Allocation policy under the 10% Placement Capacity

(f) Previous Approval under ASX Listing Rule 7.1A

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

6.4 Voting Exclusion

7. RESOLUTION 9 – APPROVAL FOR THE ISSUE OF LOAN SHARES AND THE PROVISION OF A LOAN TO MR IGNATIUS TAN UNDER THE COMPANY’S LOAN SHARE PLAN

7.1 ASX Listing Rules 10.14

7.2 Section 208 of the Corporations Act

7.3 Information required under the Listing Rules and Corporations Act

Note:

Note:

(ii)

7.4 Summary of the key terms of the Loan Share Plan

7.5 Proxy voting restrictions

If you appoint any other person as your proxy

8. RESOLUTION 10 – APPROVAL OF POTENTIAL TERMINATION BENEFIT TO MR IGNATIUS TAN UNDER THE COMPANY’S LOAN SHARE PLAN

8.1 Section 208 of the Corporations Act

8.2 Information required under Chapter 2E of the Corporations Act

MACRO METALS LIMITED AGM Information 2013