MEEKA METALS LIMITED - AGM Information 2016

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ABN 23 080 939 135

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON

29 NOVEMBER 2016 AT GROUND FLOOR, 16 ORD STREET, WEST PERTH, WESTERN AUSTRALIA AT 9.00 AM WST

IMPORTANT INFORMATION

This is an important document that should be read in its entirety.

If you do not understand it you should consult your professional advisers without delay.

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

You are encouraged to attend the meeting, but if you cannot, you are requested to complete and return the enclosed Proxy Form to:-

PO Box 902, West Perth, Western Australia, 6872,

or by facsimile on facsimile number +618 9482 0505, no later than 9:00 am WST on 27 November 2016.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of the members of Latitude Consolidated Limited ( “Latitude” or “the Company” ) will be held on the date and at the location and time specified below:

DATE: 29 November 2016 LOCATION: Ground Floor, 16 Ord Street, West Perth, Western Australia 6005 TIME: 9.00 am WST

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 9.00 am WST on Sunday, 27 November 2016.

BUSINESS

The business to be transacted at this Annual General Meeting is the receipt of the financial statements and reports and the proposal of Resolutions 1 to 11 as set out below.

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016 together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Independent Auditor’s report.

RESOLUTION 1 ~ ADOPTION OF REMUNERATION REPORT (NON-BINDING)

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as set out in the director’s report in the annual report for the financial year ended 30 June 2016”.

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

Voting prohibition : A vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; or
(b) 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.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

NOTICE OF MEETING

RESOLUTION 2 ~ ISSUE OF CONSIDERATION SECURITES FOR THE ACQUISITION OF MT IDA SOUTH PROJECT

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to:

(a) 2,000,000 Shares; and
(b) 6,000,000 Options,

on the terms and conditions set out in the Explanatory Statement.”

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

RESOLUTION 3 ~ APPROVAL FOR ADDITIONAL 10% 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 ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totaling up to 10% of the issued capital of the Company at the time 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.

RESOLUTION 4 ~ RE-ELECTION OF MR MORGAN BARRON AS DIRECTOR

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 17.1 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Morgan Barron, a Director, retires by rotation, and being eligible, is reelected as a Director.”

RESOLUTION 5 ~ APPROVAL OF PERFORMANCE RIGHTS PLAN

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

“That, for the purpose of ASX Listing Rule 7.2 (Exception 9(b)) as an exception to ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Performance Rights Plan and for the issue of securities under that scheme on the terms and conditions set out in the Explanatory Statement.”

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

NOTICE OF MEETING

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director or Employee, other than any Directors or Employees who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors or Employees. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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; or
(ii) a Closely Related Party of such a member.
(b) the appointment does not specify the way the proxy is to vote on this Resolution

However, the above prohibition does not apply if:

(a) the proxy is the Chair; or
(b) the appointment 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.

RESOLUTION 6 ~ ADOPTION OF NEW CONSTITUTION

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

"That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the Chairman for identification purposes."

RESOLUTION 7 ~ ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY ~ ROGER STEINEPREIS

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

“Subject to the approval of Resolution 12, that, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 1,500,000 Performance Rights to Mr Roger Steinepreis or his nominee on the terms and conditions set out in the Explanatory Statement together with the issue of Shares upon conversion of these Performance Rights on the terms and conditions set out in the Explanatory Statement.”

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

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

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

NOTICE OF MEETING

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

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; or
(b) 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.

RESOLUTION 8 ~ ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY ~ MORGAN BARRON

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

“Subject to the approval of Resolution 12, that, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 1,500,000 Performance Rights to Mr Morgan Barron or his nominee on the terms and conditions set out in the Explanatory Statement together with the issue of Shares upon conversion of these Performance Rights on the terms and conditions set out in the Explanatory Statement.”

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

Voting prohibition : A vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; or
(b) 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.

RESOLUTION 9 ~ ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY ~ TIMOTHY MOORE

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

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

NOTICE OF MEETING

“Subject to the approval of Resolution 12, that, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 2,000,000 Performance Rights to Mr Timothy Moore or his nominee on the terms and conditions set out in the Explanatory Statement together with the issue of Shares upon conversion of these Performance Rights on the terms and conditions set out in the Explanatory Statement.”

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

Voting prohibition : A vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; or
(b) 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.

RESOLUTION 10 ~ ISSUE OF CONTRACTOR OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 250,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

RESOLUTION 11 ~ SECTION 195 APPROVAL

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

“Pursuant to and in accordance with section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Company to complete the transactions contemplated in Resolutions 7 to 9.”

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

NOTICE OF MEETING

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BRETT TUCKER COMPANY SECRETARY

31 OCTOBER 2016 BY ORDER OF THE BOARD LATITUDE CONSOLIDATED LIMITED

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 9.00am WST at Ground Floor, 16 Ord Street, West Perth, Western Australia on 29 November 2016. This Explanatory Statement is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the Resolutions proposed.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at http://www.latitudeconsolidated.com.au/.

2. RESOLUTION 1 ~ ADOPTION OF REMUNERATION REPORT (NON-BINDING)

General

In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report as set out in the Directors’ Report of the annual financial report of the Company for the financial year ending 2016 be adopted to vote at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

The chair of the meeting must allow a reasonable opportunity for discussion of the Remuneration Report at the Annual General Meeting.

In accordance with the Corporations Act, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ) at the second annual general meeting, if at the first of those annual general meetings a Spill Resolution was not put to a vote.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the Directors who were in office when the Directors' report (as included in the Company’s annual financial report for the financial year ended immediately before the second annual general meeting) 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 is approved will be the Directors of the Company.

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, the Spill Resolution is not relevant for this annual general meeting. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 2015.

Proxy restrictions

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

Proxy	Directions given	No directions given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes:

1 Refers to 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.

2 Refers to the Chair (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).

3 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.

4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

3. RESOLUTION 2 ~ APPROVAL OF CONSIDERATION SECURITIES FOR ACQUSIITION

3.1 Background

As announced to the ASX on 8 September 2016, the Company has signed a binding term sheet with a private consortium for the acquisition of an 80 percent interest in the Mt Ida South gold projects, which comprises a portfolio of eight exploration tenements located in the Mt Ida region of Western Australia as detailed in the tenement schedule at Schedule 6 (“the Projects”) (“the Acquisition”).

Further terms of the Projects and the Acquisition are contained in the announcement released to the ASX on 8 September 2016.

The consideration to be paid by the Company to the Vendors for the Acquisition is as follow:

(a) issue of 2,000,000 Shares;
(b) issue of 6,000,000 Options, with the following terms
(i) 2,000,000 Options exercisable at $0.08 each within two years from issue date;
(ii) 2,000,000 Options exercisable at $0.15 each within three years from issue date; and
(iii) 2,000,000 Options exercisable at $0.25 each within four years from issue date.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(together, the Consideration Securities )

Resolution 2 seeks Shareholder approval for the issue of the Consideration Securities as consideration for the Acquisition.

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

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

3.4 Capital Structure

Securities	Shares	Options	Performance	Performance Shares
			Rights
Existing issued Securities	83,776,4951	1,534,8573	-	4,000,000
Consideration Securities	2,000,000	6,000,0002	-	-
Shares to be issued pursuant to Resolutions7to 9	-	-	5,000,0004	-
TOTAL SECURITIES	85,776,495	7,534,857	5,000,000	4,000,000

Notes:

Assumes no further securities are issued prior to completion of the Acquisition other than as set out in the table.
Unlisted Options
(i) 2,000,000 unlisted options exercisable at $0.08 each within two years from issue date;
(ii) 2,000,000 unlisted options exercisable at $0.15 each within three years from issue date; and
(iii) 2,000,000 unlisted options exercisable at $0.25 each within four years from issue date.
Includes the Contractor Options (Resolution 10) which have been previously issued.
The issue of 5,000,000 Performance Rights pursuant to Resolutions 7 to 9.

3.5 Technical information required by ASX Listing Rule 7.1

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

(a) the maximum number of Securities to be issued is as follows:
(i) 2,000,000 Shares;
(ii) 2,000,000 Options exercisable at $0.08 and expiring three years from the date of issue on the terms set out in Schedule 5;

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(iii) 2,000,000 Options exercisable at $0.15 and expiring three years from the date of issue on the terms set out in Schedule 5; and
(iv) 2,000,000 Options exercisable at $0.20 and expiring three years from the date of issue on the terms set out in Schedule 5
(b) the Consideration Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Consideration Securities will occur on the same date;
(c) the Consideration Securities will be issued for nil cash consideration in satisfaction of the Acquisition;
(d) the Consideration Securities will be issued to the Vendors, none of whom are related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(f) the Options will be issued on the terms and conditions set out in Schedule 5;
(g) no funds will be raised from the issue of the Consideration Securities as the Securities are being issued in consideration for the Acquisition.

4. RESOLUTION 3 ~ APPROVAL FOR ADDITIONAL 10% CAPACITY

4.1 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 over a period up to 12 months after the annual general meeting ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 3, 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 below).

The effect of Resolution 3 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on 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 3 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 3 for it to be passed.

4.2 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

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

As at the date of this Notice, 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 $4,859,037 (based on the number of Shares on issue and the closing price of Shares on the ASX on 28 October 2016).

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 1 class of quoted Equity Securities on issue, being the Shares (ASX Code: LCD).

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 ASX Listing Rules 7.1 and 7.4; 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.

4.3 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 3:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price 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 4.3(a)(i), the date on which the Equity Securities are issued.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(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)

( 10% Placement Capacity Period ).

(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 3 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 economic and dilution effect that an issue of the 10% Placement Capacity will have on existing Shareholders, calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2):

(i) on the basis of the current number of Shares on issue as at the date of this Notice;
(ii) two examples where the number of Shares on issue has increased by 50% and 100%. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rules 7.1 that are approved at a future Shareholders’ meeting; and
(iii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Number of shares on issue	Dilution
	Issue Price (per share)	$0.025 50% decrease in Issue Price	$0.05 Issue Price	$0.10 100% increase in Issue Price
85,776,495 (current)	Shares issued	8,577,650	8,577,650	8,577,650
	Funds raised	$214,441.24	$428,882.48	$857,764.95
50% increase in current 128,664,743	Shares issued	12,866,474	12,866,474	12,866,474
	Funds raised	$321,661.86	$643,323.71	$1,286,647.43
100% increase in current	Shares issued	17,155,299	17,155,299	17,155,299

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

171,552,990
	Funds raised	$428,882.48	$857,764.95	$1,715,529.90

*The number of Shares on issue could increase if the Directors issue Shares that do not require Shareholder approval (such as under a pro-rata 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 85,776,495 Shares on issue comprising 83, 776,495 existing Shares at the date of this Notice of Meeting and 2,000,000 Shares which will be issued if Resolution 2 is passed at this Meeting.
The issue price set out above is the closing price of the Shares on the ASX on 7 October 2016.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
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 issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
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.
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 table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

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.

(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 any funds raised towards the continued development of the Company’s current resources projects, as well as for the acquisition of new assets and investments; 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.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(e) Allocation 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 any proposed issue. The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients 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 recipients 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 circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be the vendors of the new resources assets or investments.

(f) Previous Approval under ASX Listing Rule 7.1A

As the Company previously received Shareholder approval for a 10% Placement Facility, being effected at the previous Annual General Meeting of the Company held on 29 November 2015, it is required under Listing Rule 7.3A.6 that the following information be provided:

(i) During the 12 months preceding the date of this Meeting, being 28 November 2015 to 29 November 2016 ( Preceding 12 Month Period ), the Company has issued in aggregate the following Equity Securities:
A. On 18 July 2016 the Company issued 4,751,375 Shares under a Tranche 1 Placement issue (which was later ratified at the General Meeting held 26 August 2016) at an issue price of $0.04 to raise $190,055. Further on the 18 July 2016 the Company issued 7,448,224 Shares on the conversion of 250,000 convertible notes at a deemed price of $0.036 (being a 10% discount to the Tranche 1 Placement price) in accordance with the terms of the Convertible Notes approved 21 November 2015.
B. On 26 August 2016 the Company issued 10,791,350 Share pursuant to shareholder approval at the General Meeting on 26 August 2016, at a price of $0.04 per shares to raise $431,654. Further, an additional 1,558,975 Shares were issued to related parties, pursuant to shareholder approval and the General Meeting on 26 August 2016. The issue to related parties was in lieu of cash and at a deemed price of $0.04.
C. On 29 July 2016 the Company announced details of its fully underwritten non-renounceable entitlement issue to raise up to approximately

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

$702,008 through the issue of up to 17,550,618 Shares at $0.04 each. The Company issued 10,053,266 Shares to eligible Shareholders on 29 August 2016, and 7,497,352 Shortfall Shares were subsequently issued sophisticated investors on 29 August 2016. The entitlement issue Shares comprise 55.41% of the total Shares on issue 12 months preceding the date of this Meeting, which was 31,675,953.

D. On 26 August 2016 the Company issued 10,000,000 Shares to shareholders of MGK Resources Pty Ltd as consideration for 100% of the issued capital of MGK Resources Pty Ltd pursuant to shareholder approval at the General Meeting held 26 August 2016. The Company also issued 1,250,000 unlisted options exercisable at $0.10 expiring on 31 August 2019, and 2,000,000 Class A Performance Shares and 2,000,000 Class B Performance Shares.
(ii) Those Equity Securities issued during the Preceding 12 Month Period represent, on a fully diluted basis, 178% of the total number of Equity Securities that were issued on the first day of the Preceding 12 Month Period, being 32,210,809 (on a fully diluted basis); and
(iii) The Company did not issue any other securities during the 12 months preceding the date of this Meeting.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date	Class	Allottees	Issue price	Discount to market price	Total cash consideration	Amount of cash consideration spent, what it was spent on and proposed application of balance of funds	Non cash consideration	Number of Equity Securities
Issue – 18 July 2016	Shares3	Tranche 1 Placement to Sophisticated Investors	$0.04	Effective discount of 20% to the ASX closing price on 15 July 2016 $0.05	$190,055	$190,055 used in exploration, working capital and acquisition of projects.	N/A	4,751,375
Issue – 18 July 2016	Shares3	Convertible Note holders	$0.036 (deemed) – being a 10% discount to the Tranche 1 Placement raise as per terms approved at the Annual General Meeting on 26 November 2015.	Effective discount of 28% to the ASX closing price on 15 July 2016 $0.05	Nil	$250,000 used in exploration, working capital and acquisition of projects.	N/A	7,448,224
Issue – 26 August 2016	Shares3	Tranche 2 Placement to Sophisticated Investors	$0.04	Effective discount of 20% to the ASX closing price on 25Aug 2016 $0.05	$431,654	$ 324,015 used in exploration, working capital and acquisition of projects. $107,639 to be applied to exploration, working capital and acquisition of projects.	N/A	10,791,350

LATITUDE CONSOLIDATED LIMITED

ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Issue – 26 August 2016	Shares3	Related parties for consideration in lieu of cash	$0.04	Effective discount of 20% to the ASX closing price on 25 Aug 2016 $0.05	Nil	Services provided by related party entities.	$77,949 of services provided to the Company as approved at the General Meeting on 26 August 2016.8	1,558,975
Issue – 26 August 2016	Shares3 Options5 Class A Performance Shares6 Class B Performance Shares7	Shareholders (and/or Nominees) of MGK Resources Pty Ltd	Nil	N/a	Nil	Shares issued in consideration of acquisition announced to the market on 8 September 2016.	Securities issued in consideration of acquisition announced to the market on 8 September 2016. Current value8= $729,500	10,000,000 Shares 1,250,000 Options 2,000,000 Class A Performance Shares 2,000,000 Class B Performance Shares
Issue – 29 August 2016	Shares3	Entitled shareholders as disclosed in the Offer Document dated 29 July 2016	$0.04	Effective discount of 20% to the ASX closing price on 28 August 2016 $0.05	$402,131	$402,131 to be applied to exploration, working capital and acquisition of projects.	Nil	10,053,266

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

	Issue - 29 September 2016	Shares3	Recipients of the shortfall of the entitlement issue pursuant to a Prospectus dated 29 July 2016 and Supplementary Prospectus dated 28 September 2016.	$0.04	Effective discount of 20% to the ASX closing price on 28Septemb er of $0.05.	$299,894	$299,894 to be applied to exploration, working capital and acquisition of projects.	N/A	7,497,352

Notes

Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which as sale was recorded prior to the date of issue of the relevant Equity Securities.
This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
Fully paid ordinary shares in the capital of the Company, ASX Code: LCD (terms are set out in the Constitution).
This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
Unquoted Options, exercisable at $0.10 each and expiring 3 years from the date of issue. The full terms and conditions were disclosed in the notice of meeting for the shareholder meeting on 26 August 2016.
Class A Performance Shares. The full terms and conditions were disclosed in the notice of meeting for the shareholder meeting on 26 August 2016.
Class B Performance Shares. The full terms and conditions were disclosed in the notice of meeting for the shareholder meeting on 26 August 2016.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

In respect of quoted Equity Securities the value is based on the closing price of the Shares $0.05 as the context requires on the ASX on 7 October 2016. In respect of unquoted Equity Securities the value of Options is measured using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the Option. No account is taken of any performance conditions included in the terms of the Option other than market based performance conditions (i.e. conditions linked to the price of Shares).

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

4.4 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 must give to ASX:

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

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 3.

5. RESOLUTION 4 ~ RE-ELECTION OF MORGAN BARRON AS A DIRECTOR

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without reelection) past the third AGM following the director’s appointment or 3 years, whichever is the longer.

Clause 17.1 of the Constitution of the Company 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, 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.

Accordingly, Mr Morgan Barron retires by rotation and seeks re-election.

A biography for Mr Barron is set out below.

Mr Barron is a Chartered Accountant and has over 15 years in corporate advisory. Mr Barron has advised and guided many companies undertaking fundraising activities and corporate matters. Mr Barron is a member of the Institute of Company Directors and is a Director and shareholder of Ventnor Capital Pty Ltd and Ventnor Securities Pty Ltd which specialises in the provision of corporate advisory services to a variety of junior ASX companies.

If elected the Board does not consider Mr Barron will be an independent director.

The Board supports the re-election of Mr Barron and recommends that Shareholders vote in favour of Resolution 4.

6. RESOLUTION 5 ~ APPROVAL OF THE PERFORMANCE RIGHTS PLAN

Resolution 5 seeks Shareholder for the adoption of the Employee Incentive Scheme titled Performance Rights Plan (Plan) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

ASX Listing Rule 7.1 is summarised at 3.1 above.

An exception to ASX Listing Rule 7.1 is set out in ASX Listing Rule 7.2 (Exception 9) which provides that issues under an employee incentive plan are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the plan as an exception to ASX Listing Rule 7.1.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

If Resolution 5 is passed, the Company will be able to issue performance rights under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

Shareholders should note than no performance rights have previously been issued under the Plan.

A Performance Right is exercisable, at no cost, on satisfaction of relevant performance hurdles, into a Share.

The objective of the Plan is to provide the Company with a remuneration mechanism, through the issue of securities in the capital of the Company, to motivate and reward the performance of employees in achieving specified performance milestones within a specified performance period. The Board will continue to ensure that the performance milestones attached to the securities issued pursuant to the Plan are aligned with the successful growth of the Company’s business activities.

A summary of the terms of the Plan is provided in Schedule 1 to this Explanatory Memorandum. A copy of the Plan will be made available free of charge to any Shareholder on request.

It is considered by the Directors that the adoption of the Scheme and the future issue of performance rights under the Scheme will provide selected employees with the opportunity to participate in the future growth of the Company. Any future issues of Shares under the Scheme to a related party or a person whose relation with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

7. RESOLUTION 6 ~ ADOPTION OF NEW CONSTITUTION

7.1 GENERAL

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 6 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ).

The Company's current Constitution was adopted in 2000. Since then, there have been a number of changes to the Corporations Act and the Listing Rules. There have also been significant developments in corporate governance principles and general corporate and commercial practice for ASX listed entities. As a result the Board proposes that the Company adopt the Proposed Constitution which reflects these changes to the legislation and current market practice.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

(a) updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer); and

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(b) expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Memorandum, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the Company's website (www.latitudeconsolidated.com) or at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

A copy of the proposed Constitution is available for Shareholders to review and will be available at the Meeting. It will be marked by the Chair at the Meeting in order to identify it as the Constitution approved by Shareholders.

7.2 SUMMARY OF MATERIAL PROPOSED CHANGES

Minimum Shareholding (clause 3)

Clause 3 of the Constitution outlines how the Company can manage shareholdings which represent an “unmarketable parcel” of shares, being a shareholding that is less than $500 based on the closing price of the Company’s Shares on ASX as at the relevant time.

The Proposed Constitution is in line with the requirements for dealing with “unmarketable parcels” outlined in the Corporations Act such that where the Company elects to undertake a sale of unmarketable parcels, the Company is only required to give one notice to holders of an unmarketable parcel to elect to retain their shareholding before the unmarketable parcel can be dealt with by the Company, saving time and administrative costs incurred by otherwise having to send out additional notices.

Clause 3 of the Proposed Constitution continues to outline in detail the process that the Company must follow for dealing with unmarketable parcels.

Fee for registration of off market transfers (clause 8.4(c))

On 24 January 2011, ASX amended ASX Listing Rule 8.14 with the effect that the Company may now charge a “reasonable fee” for registering paper-based transfers, sometimes referred to “off-market transfers”.

Clause 8.4 of the Proposed Constitution is being made to enable the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

Dividends (clause 22)

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not a pay a dividend unless:

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

A. the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
B. the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and
C. the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

Partial (proportional) takeover provisions (new clause 36)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

The potential advantages of the proportional takeover provisions for Shareholders include:

(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked in as a minority;
(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a premium; and
(c) the likelihood of a proportional takeover bid succeeding may be reduced.

Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 6.

8. RESOLUTIONS 7 TO 9 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTIES

8.1 GENERAL

On 25 October 2016 the Company agreed, subject to obtaining Shareholder approval to issue a total of 5,000,000 Performance Rights ( Related Party Performance Rights ) to Messrs Timothy Moore, Roger Steinepreis and Morgan Barron (together the Related Parties ) on the terms and conditions set out below.

The Performance Rights are convertible to Company Shares upon certain milestones which have been determined based on value driving events within the control of the Board and Company management. A summary of the Performance Rights and the conversion milestone is as follows:-

Security	Number	Milestone
Class A Performance Rights	1,666,666	Upon the delineation of an additional 100,000 ounce JORC resource by the Company at a minimumgrade cut-offof 1.0 g/tAu.
Class B Performance Rights	3,333,334	Upon the Company completing its first commercial “gold pour” from mining production.
	5,000,000

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

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

The grant of the Related Party Performance Rights constitutes the giving of a financial benefit and Messrs Timothy Moore, Roger Steinepreis and Morgan Barron are related parties of the Company by virtue of being directors of the Company.

In addition, ASX Listing Rule 10.14 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Performance Rights to the Related Parties.

8.2 TECHNICAL INFORMATION REQUIRED BY CHAPTER 2E OF THE CORPORATIONS ACT AND ASX LISTING RULE 10.14

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed grant of Related Party Performance Rights:

(a) the related parties are Messrs Timothy Moore, Roger Steinepreis and Morgan Barron and they are related parties by virtue of being directors of the Company;
(b) the maximum number of Related Party Performance Rights (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(i) 2,000,000 Related Party Performance Rights to Timothy Moore comprising of:
- A. 666,666 Class A Performance Rights; and
- B. 1,333,334 Class B Performance Rights;
(ii) 1,500,000 Related Party Performance Rights to Roger Steinepreis comprising of:
- A. 500,000 Class A Performance Rights; and
- B. 1,000,000 Class B Performance Rights;
(iii) 1,500,000 Related Party Performance Rights to Morgan Barron comprising of:
- A. 500,000 Class A Performance Rights; and
- B. 1,000,000 Class B Performance Rights;

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(c) The Related Party Performance Rights will vest in accordance with those Milestones as set out in Schedule 3 and Schedule 4;
(d) no loan will be provided to the Related Parties with respect to the Related Party Performance Rights
(e) no Related Party Performance Rights have been issued pursuant to the Plans nor have the Plans previously been approved by Shareholders;
(f) the Related Party Performance Rights will be granted to the Related Parties no later than 12 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Performance Rights will be issued on one date;
(g) the Related Party Performance Rights will be granted for nil cash consideration, accordingly no funds will be raised;
(h) the terms and conditions of the Related Party Performance Rights are set out in Schedule 3 and will each convert into one (1) Share upon the occurrence of the Milestones as set out Schedule 3;
(i) the value of the Related Party Rights and the pricing methodology is set out in Schedule 4;
(j) the Relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Mr. Timothy Moore	4,632,902	-
Mr. Morgan Barron	3,687,431	-
Mr. Roger Steinepreis	4,496,634	-

(k) the remuneration and emoluments from the Company to the Related Parties for both the previous financial year and the proposed remuneration and emoluments from the Company to the Related Parties for the current financial year are set out below:

	Current Financial Year	Current Financial Year	Previous Financial Year(1)	Previous Financial Year(1)
Related Party	Salary, Fees & Consulting $	Options $	Salary and Fees $	Options $
Mr. Timothy Moore(2)	30,000	-	39,000	-
Mr. Morgan Barron(3)	32,850	-	30,000	-
Mr. Roger Steinepreis	30,000	-	30,000	-

1) Financial year ended 30 June 2016
2) Payments of $9,000 were made to Mr Moore for professional services during the financial year and $30,000 as Director of the Company
3) Includes statutory superannuation contributions
( l) if the maximum number of Related Party Performance Rights to the Related Parties are converted, a total of 5,000,000 Shares would be issued. This will increase the number of Shares currently on issue from 83,776,495 to 88,776,495 (assuming

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

that no other Options or Performance Rights are exercised and no other Shares (including under any other Resolutions pursuant to this Notice of Meeting are issued)), with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 6% by the Related Party Performance Rights, comprising 2.30% Timothy Moore, 1.76% by Roger Steinepreis and 1.76%% by Morgan Barron;

The trading history of the Shares on ASX in the 12 months before the date of this Notice of Meeting is set out below:

	Price(1)	Date
Highest	$0.06	6/7/2016
Lowest	$0.03	10/12/2015
Last	$0.05	10/10/2016

(m) Mr Timothy Moore, who does not have a material interest in the outcome of Resolutions 7 and 8, recommends that Shareholders vote in favour of Resolutions 7 and 8 for the following reasons:
(i) the issue of the Performance Rights is a reasonable and appropriate method to provide cost effective payment as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of payment were given to the Related Parties; and
(ii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares upon the terms proposed.

Mr Timothy Moore is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 7 and 8.

Mr Timothy Moore declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution 9;

(n) Mr Barron, who does not have a material interest in the outcome of Resolutions 7 and 9, recommends that Shareholders vote in favour of Resolutions 7 and 9 for the reasons set out in (m) above. Mr Barron is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass either Resolution, 7 and 9.

Mr Barron declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution 8;

(o) Mr Roger Steinepreis, who does not have a material interest in the outcome of Resolutions 8 and 9 recommends that Shareholders vote in favour of Resolutions 8 and 9 for the reasons set out in (m) above. Mr Roger Steinepreis is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass either Resolution, 8 and 9.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Mr Roger Steinepreis declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution 7;

(p) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 7 to 9; and
(q) approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Performance Rights to the Related Parties as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Related Party Performance Rights to the Related Party will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule.

9. RESOLUTION 10 ~ PLACEMENT OF OPTIONS – ASX LISTING RULE 7.1

9.1 GENERAL

Resolution 10 seeks Shareholder approval for the issue of 250,000 Options in consideration for marketing and investor relation services provided by Read Corporate Pty Ltd ( Contactor Options ). The Options have an exercise price of $0.08 and expire 3 years from the date of issue.

Listing Rule 7.1 is summarised at 3.1 above.

The effect of Resolution 10 will be to allow the Company to issue the Contractor Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

9.2 TECHNICAL INFORMATION REQUIRED BY ASX LISTING RULE 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information in relation to Resolution 10:

(a) the maximum number of Contractor Options to be issued is 250,000;
(b) the Contractor Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Contractor Options will occur on the same date;
(c) the Contractor Options will be issued for nil cash consideration in satisfaction of marketing and investor relation services provided by Read Corporate Pty Ltd;
(d) the Contractor Options will be exercisable at $0.08 on or before the date which is there years from the date of issue and will be issued on the terms and conditions set out in Schedule 2;
(e) the Contractor Options will be issued to Read Corporate Pty Ltd, who is not a related party of the Company; and
(f) no funds will be raised from the issue as the Contractor Options will be issued in consideration for marketing and investor relation services provided by Read Corporate Pty Ltd.

10. RESOLUTION 11 ~ SECTION 195 APPROVAL

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

In accordance with section 195 of the Corporations Act, a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

The Directors have a material personal interest in the outcome of Resolutions 7 to 9.

In the absence of this Resolution 11, the Directors may not be able to form a quorum at directors meetings necessary to carry out the transactions contemplated by Resolutions 7 to 9.

The Directors accordingly exercise their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve. Resolution 11 is an ordinary resolution.

11. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+61 8) 9482 0555 if they have any queries in respect of the matters set out on these documents.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

12. GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in section 4.1 of the Explanatory Statement. Annual General Meeting means the meeting convened by the Notice of Meeting. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

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 Latitude Consolidated Limited (ABN 23 080 939 135).

Constitution means the Company’s constitution.

Consideration Securities has the meaning set out in section 3.1 of this Notice.

Contractor Options means unlisted options on the terms and conditions set out in Schedule 2. Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant 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.

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 of Meeting.

Issue Date means the date on which the Options are issued by the Board.

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..

Noteholder means the holder of a Convertible Note.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Officer means any Director of the Company or such other person within the meaning of that term as defined by the Corporations Act.

Options means an unlisted option to acquire a Share, with the terms detailed in the explanatory statement of this Notice of Meeting where applicable

Ordinary Securities has the meaning set out in the ASX Listing Rules.

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 2016.

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

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

Shareholder means a holder of a Share.

Vendors means the owners of the Projects, being Maincoast Pty Ltd and Gazard Investments Pty Ltd.

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

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS PLAN

A summary of the key terms of the Performance Rights Plan is set out below:

(a) Eligibility:

The Board may from time to time in its absolute discretion issue invitations to Eligible Persons to participate in the Performance Rights Plan.

(b) Offers to Participate

An offer ( Offer ) to Eligible Persons to participate in the Performance Rights Plan must set out:

(i) the date of the Offer;
(ii) the name of the Eligible Person to whom the Offer is made;
(iii) the number of Performance Rights which are capable of vesting (resulting in the issue of Shares) if specific performance conditions are met;
(iv) the performance conditions and performance period in relation to the Performance Rights;
(v) the approximate date or dates on which the performance conditions are to be measured (in respect of the Performance Rights) in order to determine whether the Eligible Person will be issued with Shares;
(vi) the expiry date;
(vii) whether any restrictions on transfer will be imposed by the Board on some or all of the Shares issued or transferred to the participant under the Performance Rights Plan; and

(viii) the time period in which the Eligible Person may accept the Offer.

(c) Participation

The Board retains complete discretion to make offers of Performance Rights to any Eligible Person.

(d) Nature of Performance Rights

A Performance Right is a right to receive a Share on the terms set out in the Performance Rights Plan subject to satisfaction of the applicable performance conditions over the relevant performance period. The performance period, performance conditions and test dates for measuring the performance conditions may be determined by the Board from time to time, and shall be set out in the Offer to the Eligible Person.

(e) Vesting :

Performances Rights may vest in the following ways:

(i) if the applicable performance conditions in relation to a performance period are met as at the relevant test date as set out in the Offer, the Board will determine the number of Performance Rights which will become vested Performance Rights; and

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(ii) in the event a takeover bid for the Company is declared unconditional, there is a change in control event (being an event where a shareholder or a group of associated shareholders gain the ability to control more than 50% of the voting power in the Company, or become entitled to sufficient Shares to give it or them the ability in general meeting to replace all or a majority of the Board), or if a merger by way of scheme of arrangement has been approved by a court.

(f) Cessation of employment

Unless otherwise determined by the Board:

(i) if an Eligible Person ceases to be an Eligible Person because of retirement, redundancy, death or total and permanent disablement, the Board will determine the extent to which unvested Performance Rights held by the Eligible Person shall vest and the Eligible Person may exercise vested performance rights within 6 months or such longer period as the Board may determine;
(ii) if an Eligible Person ceases to be an Eligible Person for any reason other than retirement, redundancy, death or total and permanent disablement, unvested Performance Rights shall automatically lapse;
(iii) if an Eligible Person ceases to be an Eligible Person because of retirement, redundancy, death or total and permanent disablement, any vested Performance Rights held by the Eligible Person shall continue to be able to be exercised at any time prior to the expiry date; and
(iv) if an Eligible Person ceases to be an Eligible Person for any reason other than retirement, redundancy, death or total and permanent disablement, vested Performance Rights may be exercised within 1 month or such longer period as the Board may determine.

(g) Lapse of Performance Rights

Unless otherwise determined by the Board a Performance Right lapses on the earlier of:

(i) where performance conditions have not been satisfied on the test date and the Board determines that the Performance Right lapses, the date of the determination;
(ii) if an Eligible Person ceases to be an Eligible Person because of retirement, redundancy, death or total and permanent disablement, the date of lapse referred to above;
(iii) if an Eligible Person ceases to be an Eligible Person for any reason other than retirement, redundancy, death or total and permanent disablement, the date of lapse referred to above;
(iv) if the opinion of the Board the Eligible Person acts fraudulently or dishonestly or is in material breach of his or her obligations to the Company and the Board determines that the Eligible Person’s Performance Rights will lapse, the date of the determination;
(v) if an Eligible Person has not exercised Performance Rights which have vested because of a takeover, change in control event or scheme of arrangement by the time specified by the Board, that date; and
(vi) the expiry date.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(h) Restriction on Transfer of Performance Rights

Except on the death on an Eligible Person, Performance Rights may not be transferred, assigned or novated except with the approval of the Board.

(i) Issue Limitations

A Performance Right may not be issued if, immediately following its issue, the Shares to be received on exercise of the Performance Right when aggregated with:

(i) the number of Shares which would be issued were each outstanding offer or Performance Right, being an offer made or Performance Right acquired pursuant to the Performance Rights Plan or any other employee incentive scheme extended only to employees or Directors; and
(ii) the number of Shares issued in the previous 5 years pursuant to the Performance Rights Plan or any other employee incentive scheme extended only to employees or directors of the Company or an associated body corporate,

but disregarding any offer made, or Performance Right acquired or Share issued by way of or as a result of:

(i) an offer to a person situated at the time of receipt of the offer outside Australia; or
(ii) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or
(iii) an offer made under a disclosure document,

exceeds 5% of the total number of issued shares in that share class of the Company at the time the Performance Right is offered.

(j) Reorganisation of Capital

In the event of any reorganisation of the issued capital of the Company, the number of Performance Rights to which each Eligible Person is entitled or the exercise price of his or her Performance Rights or both will be reorganised in accordance with the provisions of the ASX Listing Rules.

(k) Amendment of Performance Rights Plan

Subject to the Listing Rules, the Board retains the discretion to amend the rules of the Performance Rights Plan or to terminate it at any time.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

SCHEDULE 2 – TERMS AND CONDITIONS OF CONTRACTOR OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph Schedule 1(j), the amount payable upon exercise of each Option will be as follows:

Recipient	Number	Exercise Price	Vesting Milestones	Expiry
Contractor Options
Contractor	250,000	$0.08	Nil	3 years

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date which is shown above from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

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

(f) Exercise Date

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

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under Schedule 1(g)Schedule 1(g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

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

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

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

(j) Reconstruction of capital

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

(k) Participation in new issues

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

(l) Change in exercise price

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

(m) Unquoted

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

(n) Transferability

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

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

SCHEDULE 3 – TERMS AND CONDITIONS OF RELATED PARTY PERFORMANCE RIGHTS

A summary of the terms and conditions of the Performance Rights is set out below. Defined terms are as stated in the Performance Rights Plan, unless the context indicates otherwise.

(a) ( Milestones ): The Performance Rights shall have the following milestones attached to them ( Milestones ):
(i) Class A Performance Rights : upon the delineation of an additional 100,000 ounce JORC resource by the Company at a minimum grade cut-off of 1.0 g/t Au.
(ii) Class B Performance Rights : upon the Company completing its first commercial “gold pour” from mining production.
(b) ( Notification to holder ): The Company shall notify the holder in writing when the relevant Milestones have been satisfied.
(c) ( Vesting ): The relevant Performance Rights shall vest on the date that the Milestone relating to that Performance Right has been satisfied; or
(d) ( Change of Control ): The Board may in its absolute discretion, resolve to waive any of the vesting conditions and Milestones upon the occurrence of a change of control event, which includes:
(i) a bona fide takeover bid is declared unconditional and the bidder has acquired a relevant interest in at least 50.1% of the Company’s issued Shares;
(ii) a court approves, under Section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(iii) in any other case, a person obtains voting power (as defined in section 9 of the Corporations Act) in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that voting power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.
(e) ( Consideration ): The Performance Rights will be issued as consideration for the Eligible Person satisfying the applicable performance conditions over the relevant performance period, and no consideration will be payable upon the vesting of the Performance Rights.
(f) ( Conversion ): Upon satisfaction of the relevant Performance Rights vesting, each Performance Right will, at the election of the holder, vest and convert as follows:
(i) Class A: Each Performance Right converts into one Share; and
(ii) Class B: Each Performance Right converts into one Share;
(g) ( Lapse of a Performance Right ): If the Milestone attaching to a Performance Right has not been satisfied in the time periods set out below, it will automatically lapse: (i) Class A Performance Rights : 3 years from issue date; and
(ii) Class B Performance Rights: 5 years from issue date;
(h) ( Share ranking ): All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(i) ( Listing of Shares on ASX ): The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the vesting of Performance Rights on ASX within the period required by ASX.
(j) ( Transfer of Performance Rights ): A Performance Right is not transferable except with the prior written consent of the board of the Company.
(k) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.
(l) ( Adjustment for bonus issue ): If securities are issued pro-rata to Shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the number of Performance Rights to which each holder is entitled, will be increased by that number of securities which the holder would have been entitled if the Performance Rights held by the holder were vested immediately prior to the record date of the bonus issue, and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the bonus issue.
(m) ( Adjustment for reconstruction ): If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Performance Right (including the Vesting Conditions) are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(n) ( Dividend and Voting Rights ): A Performance Right does not confer upon the holder an entitlement to vote or receive dividends.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

SCHEDULE 4

Valuation of Performance Rights

The Related Party Performance Rights to be issued to the Related Parties pursuant to Resolutions 7 to 9, have been independently valued.

Based on the assumptions set out below, the Related Party Performance Rights were ascribed the following value:

Related Party Performance Rights

Assumptions:	Tranche A	Tranche B

Valuation date	12/10/2016	12/10/2016
Market price of Shares	$0.05	$0.05

Expected expiry date (length of time from issue)	3 years	5 years

Indicative value per Related Party Performance Right	$0.05	$0.05

Total Value of Related Party Performance Right	$83,333	$166,667

- Mr Roger Steinepreis	$25,000	$50,000
- Mr Timothy Moore	$33,333	$66,667
- Mr Morgan Barron	$25,000	$50,000

Note: The valuation noted above is not necessarily the market price that the Related Party Performance Rights could be traded at and is not automatically the market price for taxation purposes.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

SCHEDULE 5 – TERMS AND CONDITIONS OF CONSIDERATION OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be as follows:

(i) 2,000,000 unlisted options exercisable at $0.08 each within two years from issue date;
(ii) 2,000,000 unlisted options exercisable at $0.15 each within three years from issue date; and
(iii) 2,000,000 unlisted options exercisable at $0.25 each within four years from issue date.

(c) Expiry Date

(d) Exercise Period

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

(e) Notice of Exercise

(f) Exercise Date

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

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

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

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

(j) Reconstruction of capital

(k) Participation in new issues

(l) Change in exercise price

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

(m) Unquoted

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

(n) Transferability

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

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

SCHEDULE 6 – TENEMENT SCHEDULE

Tenement	Block Size	Grant Date
E29/921	28 BL	16/11/2016
E29/900	30 BL	Grant pending
E29/901	4 BL	30/11/2016
E29/969	11 BL	Grant pending
E29/970	2 BL	Grant pending
E29/971	1 BL	Grant pending
E29/973	3 BL	Grant pending
E29/992	20 BL	Grant pending
E29/993	1 BL	Grant pending

PROXY FORM

LATITUDE CONSOLIDATED LIMITED

ABN 23 080 939 135

All correspondence to:

Latitude Consolidated Limited

PO Box 902, West Perth WA 6872 Phone: 08 9482 0550

I/We

(insert name of holder – please print)

(insert address of holder – please print)

Appointment of Proxy

I/We being member/s of Latitude Consolidated Limited and entitled to attend and vote hereby appoint

The Chairman Write here the name of the person of the Meeting you are appointing if this person is OR (mark with an someone other than the Chairman ‘X’) of the Meeting

or failing the person named, or if no person is named, the Chairman of the Meeting or a nominee of the Chairman, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Latitude Consolidated Limited to be held at Ground Floor, 16 Ord Street, West Perth, Western Australia on 29 November 2016 at 9:00 am (WST) and at any adjournment of that meeting.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 7, 8, 9, and 10 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5 7, 8, 9, and 10 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

Important: The Chair of the Meeting intends to vote all undirected proxies in favour of all Resolutions. If the Chair of the Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the ‘for’, ‘against’ or ‘abstain’ box, you will be authorising the Chairman to vote in accordance with the Chairman’s voting intentions even if those Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Voting directions to your proxy - please mark

X to indicate your directions

Ordinary business Resolution 1 Approval of remuneration report Resolution 2 Approval for issue of consideration securities for the acquisition of Mt Ida South gold project Resolution 3 Approval of 10% Placement Capacity Resolution 4 Re-election of Mr Morgan Barron Resolution 5 Approval of Performance Rights Incentive Scheme Resolution 6 Adoption of New Constitution Resolution 7 Issue of performance rights to related party – Mr Roger Steinepreis Resolution 8 Issue of performance rights to related party – Mr Morgan Barron Resolution 9 Issue of performance rights to related party – Mr Timothy Moore Resolution 10 Ratification of prior issue of Contractor Options Resolution 11 Section 195 approval	For Against Abstain*

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Ordinary business
Resolution 1
Approval of remuneration report
Resolution 2
Approval for issue of consideration securities for the
acquisition of Mt Ida South gold project
Resolution 3
Approval of 10% Placement Capacity
Resolution 4
Re-election of Mr Morgan Barron
Resolution 5
Approval of Performance Rights Incentive Scheme
Resolution 6
Adoption of New Constitution
Resolution 7
Issue of performance rights to related party – Mr Roger
Steinepreis
Resolution 8
Issue of performance rights to related party – Mr Morgan
Barron
Resolution 9
Issue of performance rights to related party – Mr Timothy
Moore
Resolution 10
Ratification of prior issue of Contractor Options
Resolution 11
Section 195 approval

For
Against
Abstain*

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * 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.

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

PLEASE SIGN HERE

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Daytime Telephone Date

Contact Name

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

Instructions for Completing ‘Appointment of Proxy’ Form

1. 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 Contact the Share register on 1300 554 474 (toll free) . Security holders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. 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. 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 security holder of the Company.

3. Votes on Items of Business You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities 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 securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may, subject to the comments below, vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

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

(a) 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
(b) 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
(c) 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
(d) 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:

(a) 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
(b) the appointed proxy is not the chair of the meeting; and
(c) at the meeting, a poll is duly demanded on the resolution; and
(d) 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.

4. 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.

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 securities 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.
(b) return both forms together in the same envelope.

5. 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, all of the security holders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document 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) 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.

6. Attending the Meeting

Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, the proxy’s authority to speak and vote for the member is suspended while the member is present at the Annual General Meeting.

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. A form of the certificate may be obtained from the Company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the Meeting scheduled for 9:00 am (WST) on 29 November 2016. Any Proxy Form received after that time (9.00am (WST) 27 November 2016) will not be valid for the scheduled Meeting.

Documents may be lodged:

*By email* [email protected] *By mail -* Latitude Consolidated Limited PO Box 902 West Perth WA 6872 *or in person*– Ground Floor, 16 Ord Street West Perth WA 6005	OR	*By facsimile –* Within Australia (08) 9482 0550 Outside Australia +618 9482 0505

AI assistant

MEEKA METALS LIMITED — AGM Information 2016

65312_rns_2016-10-30_3b9c5f8e-7de0-48de-bfb8-16c1589e8b42.pdf

ABN 23 080 939 135

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

IMPORTANT INFORMATION

NOTICE OF MEETING

BUSINESS

Financial Statements and Reports

RESOLUTION 1 ~ ADOPTION OF REMUNERATION REPORT (NON-BINDING)

NOTICE OF MEETING

RESOLUTION 2 ~ ISSUE OF CONSIDERATION SECURITES FOR THE ACQUISITION OF MT IDA SOUTH PROJECT

RESOLUTION 3 ~ APPROVAL FOR ADDITIONAL 10% CAPACITY

RESOLUTION 4 ~ RE-ELECTION OF MR MORGAN BARRON AS DIRECTOR

RESOLUTION 5 ~ APPROVAL OF PERFORMANCE RIGHTS PLAN

NOTICE OF MEETING

Voting prohibition Statement :

RESOLUTION 6 ~ ADOPTION OF NEW CONSTITUTION

RESOLUTION 7 ~ ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY ~ ROGER STEINEPREIS

NOTICE OF MEETING

RESOLUTION 8 ~ ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY ~ MORGAN BARRON

RESOLUTION 9 ~ ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY ~ TIMOTHY MOORE

NOTICE OF MEETING

RESOLUTION 10 ~ ISSUE OF CONTRACTOR OPTIONS

RESOLUTION 11 ~ SECTION 195 APPROVAL

NOTICE OF MEETING

BRETT TUCKER COMPANY SECRETARY

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 ~ ADOPTION OF REMUNERATION REPORT (NON-BINDING)

General

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Proxy restrictions

Notes:

3. RESOLUTION 2 ~ APPROVAL OF CONSIDERATION SECURITIES FOR ACQUSIITION

3.1 Background

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(together, the Consideration Securities )

3.4 Capital Structure

Notes:

3.5 Technical information required by ASX Listing Rule 7.1

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

4. RESOLUTION 3 ~ APPROVAL FOR ADDITIONAL 10% CAPACITY

4.1 General

4.2 ASX Listing Rule 7.1A

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Where:

4.3 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(b) Date of Issue

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

The table above uses the following assumptions:

(d) Purpose of Issue under 10% Placement Capacity

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

(e) Allocation under the 10% Placement Capacity

(f) Previous Approval under ASX Listing Rule 7.1A

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

LATITUDE CONSOLIDATED LIMITED

ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Notes

LATITUDE CONSOLIDATED LIMITED ABN 23 080 939 135

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

4.4 Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

Voting Exclusion:

5. RESOLUTION 4 ~ RE-ELECTION OF MORGAN BARRON AS A DIRECTOR

6. RESOLUTION 5 ~ APPROVAL OF THE PERFORMANCE RIGHTS PLAN

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

7. RESOLUTION 6 ~ ADOPTION OF NEW CONSTITUTION

7.1 GENERAL

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

MEEKA METALS LIMITED AGM Information 2016