MEEKA METALS LIMITED — Capital/Financing Update 2016

Aug 31, 2016

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ASX RELEASE

1 September 2016

Completion of Acquisition of MGK Resources including Mt Ida South & Quinn Hills Tenement Packages

Latitude Consolidated Limited (ASX:LCD) (“Latitude” or “the Company”) is pleased to announce that the acquisition of MGK Resources Pty Ltd (“MGK”) has been completed.

An Appendix 3B is following in relation to the issue of consideration securities to the shareholders of MGK as approved by shareholders at the general meeting held on 26 August 2016.

Following completion of the recent capital raising via placement and entitlements issue, the Company is well funded to commence exploration on its Mt Ida South and Quinn Hills Projects. Preparation of exploration programmes for several prospects are well advanced and the Company intends to commence in the coming weeks. Details of these exploration programmes are planned to be released to the market in the coming days.

For more information, please contact:-

Michael Edwards Chief Executive Officer

(p) 08 9482 0550 (e) medwards@latitudeconsolidated.com

About the Company

Latitude Consolidated (ASX:LCD) is an ASX listed Perth based exploration company with a focus on acquiring and developing near term gold production assets as well as advanced greenfields and brownfields gold projects predominantly in Australia. The Company holds the Quinn Hills and Mt Ida South projects which are located approximately 110km west of Leonora in the Eastern Goldfields of Western Australia and is actively seeking new projects in the region.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Latitude Consolidated Limited

ABN

23 080 939 135

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to a) Ordinary shares be issued b) Unlisted options c) Class A performance shares d) Class B performance shares

Issued pursuant to the Consideration Offer in the Prospectus dated 29 July 2016 and as approved on 26 August 2016 at the General Meeting.

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

• a) 10,000,000 b) 1,250,000 c) 2,000,000 d) 2,000,000

• 3 Principal terms of the[+] securities a) Fully paid ordinary shares (eg, if options, exercise price and expiry date; if partly paid b) Unlisted options, exercisable at 10 cents each +securities, the amount on or before 31 August 2019 outstanding and due dates for c) Class A performance shares, with the terms and payment; if +convertible conditions, including milestone for conversion securities, the conversion price on 1-to-1 basis to fully paid ordinary shares, as and dates for conversion) detailed in the following schedule.

• d) Class B performance shares, with the terms and conditions, including milestone for conversion on 1-to-1 basis to fully paid ordinary shares, as detailed in the following schedule.

4 Do the[+] securities rank equally in a) Yes all respects from the date of allotment with an existing[+] class b) No, will rank equally upon conversion to of quoted[+] securities? ordinary fully paid shares c) No, will rank equally upon conversion to If the additional securities do not ordinary fully paid shares rank equally, please state:  the date from which they do d) No, will rank equally upon conversion to  the extent to which they ordinary fully paid shares participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration All securities are issued as part consideration for the acquisition of the entire issued capital of MGK Resources Pty Ltd 6 Purpose of the issue All securities are issued as part consideration for the (If issued as consideration for the acquisition of the entire issued capital of MGK acquisition of assets, clearly Resources Pty Ltd identify those assets) 6a Is the entity an[+] eligible entity Yes that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 26 November 2015 resolution under rule 7.1A was passed 6c Number of +securities issued Nil without security holder approval under rule 7.1 6d Number of[+] securities issued with Nil security holder approval under rule 7.1A

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6 h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable	a) 10,000,000 b) 1,250,000 c) 2,000,000 d) 2,000,000 a) to d) approved at a general meeting of shareholders held on 26 August 2016	a) 10,000,000 b) 1,250,000 c) 2,000,000 d) 2,000,000 a) to d) approved at a general meeting of shareholders held on 26 August 2016
	Nil
	Not Applicable
	Not Applicable
	Rule 7.1 – 11,441,871 Rule 7.1A – 7,627,914
	1 September 2016
	Number	+Class
	76,279,143	Fully Paid Ordinary Shares

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	284,856 1,250,000 2,000,000 2,000,000	Options exercisable at $0.20 each, expiring 31/12/16 Options exercisable at $0.10 each, expiring 31/08/2019 Class A performance shares, with the terms and conditions, including milestone for conversion on 1-to-1 basis to fully paid ordinary shares, as detailed in the following Appendix A Class B performance shares, with the terms and conditions, including milestone for conversion on 1-to-1 basis to fully paid ordinary shares, as detailed in the following Appendix B

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue – DETELED AS NOT APPLICABLE

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38	Number of securities for which
	+quotation is sought
39	Class of +securities for which
	quotation is sought
40	Do the+securities rank equally in
	all respects from the date of
	allotment with an existing+class
	of quoted+securities?
	If the additional securities do not
	rank equally, please state:
	 the date from which they do
	 the extent to which they
	participate for the next
	dividend, (in the case of a
	trust, distribution) or interest
	payment
	 the extent to which they do
	not rank equally, other than in
	relation to the next dividend,
	distribution or interest
	payment

• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 1 September 2016 ( Company Secretary ) Print name: Mr Brett Tucker

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid ordinary 31,675,953
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an 17,501,490
exception in rule 7.2
• Number of fully paid ordinary securities
27,101,700
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary securities
that became fully paid in that 12 month Nil
period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
“A” 76,279,143
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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	11,441,871
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	11,441,871
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	11,441,871 [Note: this is the remaining placement capacity under rule 7.1]

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	11,441,871
Note: number must be same as shown in
Step 2
Subtract“C”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	11,441,871
	[Note: this is the remaining placement
	capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 76,279,143 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 7,627,914

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Nil

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	7,627,914
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	7,627,914 Note: this is the remaining placement capacity under rule 7.1A

TERMS AND CONDITIONS OF PERFORMANCE SHARE S

Rights attaching to the Performance Shares

• (a) ( Performance Shares ) Each Performance Share is a share in the capital of the Company.

• (b) ( General meetings ) Each Performance Share confers on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to holders of fully paid ordinary shares in the capital of the Company ( Shareholders ). Holders have the right to attend general meetings of Shareholders.

• (c) ( No voting rights ) A Performance Share does not entitle the Holder to vote on any resolutions proposed by the Company except as otherwise required by law.

• (d) ( No dividend rights ) A Performance Share does not entitle the Holder to any dividends.

• (e) ( No rights to return of capital ) A Performance Share does not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (f) ( Rights on winding up ) A Performance Share does not entitle the Holder to participate in the surplus profits or assets of the Company upon winding up.

• (g)

• ( Not transferable ) A Performance Share is not transferable.

• (h) ( Reorganisation of capital ) If at any time the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of reorganisation.

• (i) ( Application to ASX ) The Performance Shares will not be quoted on ASX. However, if the Company is listed on ASX at the time of conversion of the Performance Shares into fully paid ordinary shares ( Shares ), the Company must within 10 Business Days apply for the official quotation of the Shares arising from the conversion on ASX.

• (j) ( Participation in entitlements and bonus issues ) A Performance Share does not entitle a Holder (in their capacity as a holder of a Performance Share) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

• (k) ( No other rights ) A Performance Share gives the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Conversion of the Performance Shares

• (l) ( Conversion on achievement of milestone ) Subject to paragraph (n), a Performance Share in the relevant class will convert into one Share upon achievement of:

• (i) Class A: upon the delineation of an additional 100,000 ounce JORC resource on the tenements by the Company at a minimum grade cutoff of 1.0 g/t Au, within two years from the date of Settlement ( Milestone ); and

• (ii) Class B: upon the Company completing its first commercial “gold pour” from mining production at the Tenements, within three years from the date of Settlement ( Milestone ).

• (m) ( Conversion on change of control ) Subject to paragraph (n) and notwithstanding the relevant Milestone has not been satisfied, upon the occurrence of either:

• (i) a takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) having been made in respect of the Company having received acceptances for more than 50% of the Company’s shares on issue and being declared unconditional by the bidder; or

• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

that number of Performance Shares that is equal to 10% of the Shares on issue immediately following conversion under this paragraph will convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of Performance Shares then on issue as well as on a pro rata basis for each Holder. Performance Shares that are not converted into Shares under this paragraph will continue to be held by the Holders on the same terms and conditions.

• (n) ( Deferral of conversion if resulting in a prohibited acquisition of Shares ) If the conversion of a Performance Share under paragraph (l) or (m) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Share shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Share would result in a contravention of the General Prohibition:

• (i) Holders may give written notification to the Company if they consider that the conversion of a Performance Share may result in the contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.

• (ii) The Company may (but is not obliged to) by written notice to a Holder request a Holder to provide the written notice referred to in paragraph (n)(i) within seven days if the Company considers that the conversion of a Performance Share may result in a contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.

• (o) ( Redemption if Milestone not achieved ) If the relevant Milestone is not achieved by the required date, then each Performance Share in that class will be automatically redeemed by the Company for the sum of $0.00001 within 10 Business Days of non satisfaction of the Milestone.

• (p) ( Conversion procedure ) The Company will issue the Holder with a new holding statement for any Share issued upon conversion of a Performance Share within 10 Business Days following the conversion.

• (q) ( Ranking upon conversion ) The Share into which a Performance Share may convert will rank pari passu in all respects with existing Shares.