MEEKA METALS LIMITED — Proxy Solicitation & Information Statement 2004

Mar 24, 2004

NOTICE OF EXTRAORDINARY GENERAL MEETING

This Document contains: -

• EXPLANATORY MEMORANDUM
• PROXY FORM

DATE OF MEETING: Friday 23 April 2004

TIME OF MEETING: 10.00AM (SYDNEY TIME)

PLACE OF MEETING: York Conference and Function Centre, Anzac Room, Level 2, 99 York St, Sydney NSW

PROXY INFORMATION

The enclosed proxy form must be completed and lodged with the Company at the Company's Share Registry, Pitcher Partners Registries at:

Level 22, 300 Queen Street, Brisbane QLD 4000 GPO Box 35, Brisbane QLD 4001 Facsimile (07) 3221 3149

not less than two (2) clear business days (48 hours) before the time appointed for holding of the Annual General Meeting.

A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two (2) proxies to attend and vote in his or her stead. A proxy need not be a member of the Company.

If a member wishes to direct a proxy how to vote, an "X" should be inserted in the appropriate space against each resolution to be proposed at the meeting, otherwise the proxy may vote as he or she thinks fit or may abstain from voting.

The form must be signed personally by the member or by his or her attorney. A corporation must sign under its Constitution.

Where the form is signed by an attorney, a copy of the relative Power of Attorney, if not previously exhibited to the Company, must be produced at the address stated above not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting.

Documents may be lodged by post or facsimile to the address or facsimile number stated above.

INTEGRATED INVESTMENT GROUP LIMITED ACN 080 939 135

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Notice is given that an Extraordinary General Meeting of the Shareholders of Integrated Investment Group Limited ACN 080 939 135 ("Company") is to be held on Friday 23 April 2004 at York Conference and Function Centre, Anzac Room, Level 2, 99 York St. Sydney NSW commencing at 10.00 a.m. (Sydney Time).

AGENDA

To consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

Resolution 1 - Approval of consolidation of share capital

"That in accordance with, and pursuant to, Part 2 H.1 of the Corporations Act 2001, the shareholders of the Company approve a consolidation of all the issued capital of the Company on the basis that every ten (10) existing fully paid ordinary shares in the capital of the Company be consolidated into one (1) fully paid ordinary share with such consolidations to take effect on the Consolidation Date ("Consolidation")".

Resolution 2 - Approval of issue of ordinary shares to Photolibrary Vendors

"That in accordance with the provisions of Listing Rule 7.1 of the Official Listing Rules of the Australian Stock Exchange Ltd, and for all other purposes, the Shareholders hereby approve the issue of;

• in the event the Consolidation is approved, 55,600,350 fully paid ordinary $(a)$ shares in the capital of the Company ("Shares") at an issue price of \$0.10 (10 cents) each: and
• in the event the Consolidation is not approved, 556,003,500 fully paid $(b)$ ordinary shares in the capital of the Company ("Shares") at an issue price of \$0.01 (1 cent) each,
• to the Photolibrary Vendors in the Proportion listed in the Explanatory $(c)$ Memorandum and on the terms and conditions described below and in the Explanatory Memorandum attached to this Notice of Meeting. The Shares to be issued to the Photolibrary Vendors represent the consideration payable by the Company for the acquisition of the shares held by the Photolibrary Vendors in the capital of Photolibrary".

(Note: In accordance with the provisions of the Listing Rules:

• $(a)$ Subject to:
• Shareholder approval: $(i)$
• $(ii)$ No material adverse effect on the business, financial or trading position, assets or liabilities or prospects of Photolibrary taken as a whole:
• No prescribed event listed in Section 652C of the Act happening to $(iii)$ Photolibrary:
• 85% acceptance by the Photolibrary Vendors of the offer by the Company in $(iv)$ the Share Sale Agreement:

the Photolibrary Vendors are entitled to be issued and allotted in the Proportion, the Shares pursuant to the Share Sale Agreement in consideration for the sale and transfer of the Photolibrary Vendor Shares to the Company.

• $(b)$ The issue of the Shares is intended to be made on the basis that neither the offer nor the issue requires a disclosure document for the purposes of the Act.
• The names of the Photolibrary Vendors are set forth in the Explanatory Memorandum. $(c)$
• The Shares have not been issued and allotted, but if approved, will be issued and $(d)$ allotted no later than three (3) months from the date of this meeting.
• $(e)$ No funds will be raised by the issue of the Shares, as they will be issued as consideration for the acquisition by the Company of the Photolibrary Vendor Shares.
• $(f)$ The rights attaching to the Shares will be identical in all respects to the existing ordinary shares in the Company.
• $(a)$ The Company intends applying for listing of the Shares for guotation on the ASX.
• The Company will disregard any votes cast on this resolution by: $(h)$
• any Photolibrary Vendor: $(i)$
• any associate of a Photolibrary Vendor: and $(ii)$
• any person, or associate of a person who might obtain a benefit, except a $(iii)$ benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed:

However, the Company need not disregard a vote if:

• $(iv)$ it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form;
• it is cast by the person chairing the meeting as proxy for a person who is $(v)$ entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.1

BY ORDER OF THE BOARD

Lyall Gorman Company Secretary 23 March 2004

ATTENDANCE AND VOTING AT MEETING

The Directors of the Company have made a determination that all the shares of the Company are taken, for the purposes of determining the right of members to attend and vote at the meeting, to be held by persons who held them at 10.00 a.m. on Wednesday 21 April 2004 (being a time that is not more than 48 hours before the meeting).

PROXY FORM

The Secretary, Integrated Investment Group Limited (ACN 080 939 135) C/- Pitcher Partners Registries Level 22, 300 Queen Street Brisbane QLD 4000 Facsimile (07) 3221 3149

I (the undersigned).................................... (FULL NAME) (ADDRESS) being a member of Integrated Investment Group Limited ACN 080 939 135 hereby appoint:

...................................... (FULL NAME) (ADDRESS)

or, failing him, the Chairman of the Meeting as my proxy to attend and exercise ............% of my votes on my behalf at the Extraordinary General Meeting of the Company to be held on Friday 23 April 2004 and at any adiournment thereof.

The Chairman advises that it is his intention to vote in favour of the Resolutions as set out in the Notice of Meeting in respect of any undirected proxies which may be granted in favour of the Chairman. This proxy is to be used as follows in relation to the resolutions to be proposed at the meeting:

	RESOLUTION	FOR	AGAINST	ABSTAIN
	Ordinary Business
$\mathbf{1}$ .	To approve the consolidation of the share capital of the Company	$\begin{bmatrix} 1 \end{bmatrix}$	$\begin{bmatrix} 1 & 1 \ 1 & 1 \end{bmatrix}$	$\begin{bmatrix} \end{bmatrix}$
2.	To approve the issue of ordinary shares to Photolibrary vendors		$[ \begin{array}{cccc} 1 & 1 & 1 \end{array} ]$

NOTE: IF YOU HAVE NOT COMPLETED VOTING INSTRUCTIONS - PLEASE READ BELOW

If your proxy is in favour of the Chairman and you HAVE NOT given a voting direction on a resolution, then under ASX Listing Rule 14.2.3, you MUST mark the box below and by doing so you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as a proxy holder will be disregarded because of that interest.

Please mark this box [ ] or otherwise your proxy may be invalid

If two proxies are being appointed, the proportion of voting rights this proxy is appointed to represent is .........%.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dated Signature of Member or authorised Signature if Member is a Corporation.

INTEGRATED INVESTMENT GROUP LIMITED ACN 080 939 135

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum is provided to Shareholders of Integrated Investment Group Limited ACN 080 939 135 (the "Company") to explain the resolutions to be put to Shareholders at the Extraordinary General Meeting on Friday 23 April 2004 and forms part of the Notice of Extraordinary General Meeting.

RESOLUTION 1 - Approval of consolidation of share capital

$\mathbf{1}$ . Purpose of the resolution

• $1.1$ The purpose of this resolution is to enable the Company to consolidate its shares into a smaller number pursuant to Section 254H of the Act on the basis that every ten (10) existing fully paid ordinary shares in the capital of the Company be consolidated into one (1) fully paid ordinary share.
• $1.2$ The Board believes that in addition to making the Company more attractive to potential investors, the consolidation will also have immediate cost saving benefits in terms of listing fees and other administrative costs.

$\mathcal{P}_{\mathcal{C}}$ Fractional Entitlements

$2.1$ With respect to fractional entitlements, where a shareholding is not a multiple of ten (10), which would result in a fraction of a share following the proposed share consolidation, it is proposed that those shareholders shall be issued, for no consideration, the additional fraction of the ordinary shares necessary to increase the holding to the next whole number after the share consolidation. Where the number of options to subscribe for ordinary shares in the Company held by an option holder, is not a multiple of ten (10), it is proposed that any resulting fractional option following the proposed share consolidation, be rounded up to the next whole number.

Effect on shareholdings $3.$

• $3.1$ As at the date of the Meeting, the Board estimates that, assuming that all of the Existing Options and Convertible Notes in the Company are not exercised prior to the Meeting, there will be 450,545,850 shares on issue. (Scenario 1)
• $3.2$ In the unlikely event that all Existing Options are exercised prior to the meeting, the Board estimates that there will be a total of 451,300,850 shares on issue. (Scenario 2)
• 3.3 The Directors do not expect any Existing Options to be converted prior to the Meeting.
• $3.4$ The proposed consolidation will have the effect, under scenario 1, of reducing the number of shares on issue to approximately 45,054,585. Under scenario 2, the reduced number of shares would be approximately 45,130,085. The consolidation will only have an effect on the number of shares held by Shareholders. Shareholders' proportionate interest in the Company's share capital will remain unchanged by the consolidation.
• $3.5$ The market price of the Company's shares in the 5 days prior to Tuesday 23 March 2004 ranged between \$0.007 and \$0.012 (0.7 and 1.2 cents).
• The Directors believe that the effect of the consolidation on the share price will be to raise $3.6$ the share price above prevailing share price levels because while the Company will have the same net assets, it will have a tenth of the shares on issue at the Consolidation Date. The Directors cannot predict with any certainty what price the shares, after the

consolidation, will trade at. No quarantee can be given that shares will trade at ten (10) times the prevailing share price at the Consolidation Date.

$\overline{4}$ . Effect on Option Holdings

$4.1$ Listing Rule 7.22.1 requires a company, when consolidating its shares, to also consolidate its options in the same ratio as the shares. It also requires that the exercise price of the options be amended in inverse proportion to the ratio. The result and effect on the number of Existing Options and their exercised price is set out in the table below:

$\blacksquare$ Class of Options	Number pre- consolidation	Exercise price pre- consolidation		Number post- Exercise price post- consolidation consolidation
Jnlisted Employee Incentive )ptions	755.000	\$0.05 (5 cents)	75.500	\$0.50(50 cents)

5. The proposed timetable for the consolidation

• $5.1$ The proposed timetable for the consolidation is as follows:
• Trading in the reorganised securities on a deferred settlement basis starts Tuesday 27 April 2004:
• Last day for the Company to register transfers on a pre-reorganisation basis Monday 3 May 2004;
• First day for the Company to register securities on a post-reorganisation basis and first day for issue of holdings statements Tuesday 4 May 2004;
• Deferred settlement market ends and last day for the Company to issue holding statements Monday 10 May 2004.

RESOLUTION 2 - Approval of issue of ordinary shares to Photolibrary Vendors

$\mathbf{1}$ . Issue of ordinary shares

$1.1$ This resolution seeks Shareholder approval for the Company to issue 55,600,350 fully paid ordinary shares (subject to Resolution 1 being approved) or 556,003,500 fully paid ordinary shares (should Resolution 1 not be approved) to the Photolibrary Vendors in the Proportion in consideration for the sale of the shares held by the Photolibrary Vendors in the share capital of Photolibrary pursuant to the Share Sale Agreement.

$2.$ Background

• $2.1$ Oculogic Pty Limited trades as Photolibrary.com ("Photolibrary") and operates Australia's largest independent photo library servicing publishers, advertising agencies and multinationals with approximately 400,000 digitised images.
• $2.2$ The Company is an investment company with interests and activities in the areas of biotechnology, media, travel, property and corporate advisory services. As part of its investment strategy during 2003, the Company made a strategic acquisition of a 19.11% interest in the capital of Photolibrary and during March 2004 the Company was allotted a further 3.200.000 shares in the capital of Photolibrary following conversion of the notes held by the Company in Photolibrary.
• 2.3 The Company is currently the legal and beneficial owner of 34.41% of the shares in Photolibrary and the Photolibrary Vendors are the registered holders of the balance of the shares, which presently constitute 65.59% of the shares in Photolibrary.

The following overview of Photolibray.com and accompanying financial projections are drawn directly from an independent valuation commissioned by the Company and completed by Acuity Technology Management Pty Limited ("Acuity") and dated 8 September 2003.

"The Photolibrary was founded in 1967 to provide photographic content to the advertising and publishing industries. The Company's main areas of interest are business, industry and lifestyle. It does not compete in the highly contested areas of sport, fashion and "personality" photographs. The basis of the business was, and is, a core library of images. Customers are continually seeking new content and the refreshment of the library is key to maintaining a commercial presence.

Photolibrary.com has expended over \$4m in the past five years in the development of its digitised library and the resources to manage and distribute product (excluding hardware expenditure). It is the on-line commercial model that differentiates Photolibrary.com from its regional competition and makes it a viable competitor to the small number of competitors which command major market share worldwide."

Photolibrary.com currently has approximately 400,000 digitised images. The full catalogue of non-digitised images is over 550,000.

"The Company is now the largest digitised database in South East Asia outside that of Getty Images. Within Australia it has about 30% market share (based on Company estimates) with US-based Getty Images Inc and Corbis Inc commanding 45% and 15% respectively.

The products offered by the Company fall into the following categories:

Rights Protected Product - 70% of turnover, provided for exclusive, application specific use: and

Rovalty Free Product – a single fee is paid depending on the size of the file for nonexclusive use.

In September 2002, Oculogic acquired 50% of UK-based The Photographers Library ("TPL") and used this as a base to launch its UK website. The benefit of the TPL investment was immediate access to a significant customer database as well as its photo librarv.

Oculogic's revenues increased from \$2,971,473 in 2001/02 to \$3,643,772 in 2002/03 (22.6%) while losses decreased from \$2,747,484 to \$1,740,583. The company paid no tax in either year.

In achieving these revenues, it is worthy of note that Photographer Commission Expenses increased 15% (ie gross margin improved). Sales and Marketing Expenses declined 15%, Image Distribution and Production Expenses declined 6%, and Administration Expenses declined 18%, while Occupancy Expenses also dropped significantly. Downward trends in Administration and Sales and Marketing were also evident in the preceding year. As the majority of digitation has now been undertaken, it is reasonable to assume that the trends in expenses will continue."

As at 30 June 2003, the Company had net assets of \$793,157 compared to \$1,989,501 at 30 June 2002 and accumulated losses of \$7,049,004 which could be carried forward for future tax benefit. As at 30 Jun 2003 the Company had total assets of \$2,564,313 compared to \$3,405,845 at 30 June 2002.

In valuing the Oculogic business, the following revenue, profit and cash flow figures were utilised (\$'000) by Acuity in their valuation report:

	2003/0 4 $(9 \text{ mos})$	2004/0 5	2005/0 6	2006/0 7	2007/0 8	2008/0 9	2009/1 0
Australia Revenue COGS Gross Margin	4,005 1,850 2,155	6,273 2.824 3,449	7,620 3,288 4,332	9,413 4,003 5,410	11,841 4,952 6,889	15,186 6,234 8,952	19,866 7,999 11,867
Expenses (after dep)	2,224	3,468	3,620	3,778	3,959	4,154	4,329
Profit (after tax)	-69	$-19$	712	1,632	2,930	4,798	7,538
CAPEX		5	20	30	100	200	100
Operating Net Cash Flow	$-232$	328	1.069	1,947	3.133	4,247	5.287
UK Contribution	-34	34	89	150	251	386	566
Consolidated C F	$-267$	362	1,158	2,097	3,384	4,633	5,853

Table 6: Financial Projections used in the Valuation (\$'000)

The above figures contain no contribution to the financial performance of Photolibrary arising from the acquisition referred to in section 2.4 hereof.

• $2.4$ Photolibrary has entered into an Agreement with Southern Star Group Pty Limited wherein Southern Star Group will be allotted shares in Photolibrary which equates to approximately a 46% interest in Photolibrary. In consideration for this, Photolibrary will acquire a 100% interest in Oxford Scientific Films plus \$1,000,000 in cash.
• 2.5 Oxford Scientific Films is one of the worlds leading footage and stills libraries in the field of the animal kingdom and is considered a natural and synergistic fit with Photolibrary. It should be noted that the above financial projections do not include any financial contribution resulting from the ownership by Photolibrary of 100% of Oxford Scientific Films which at the time of developing this Explanatory Memorandum are commercial-in-confidence.
• 2.6 The Share Sale Agreement between the Company and the Photolibrary Vendors expresses the terms of which the Company proposes to issue either 55,600,350 or 556,003,500 fully paid ordinary shares in the capital of the Company (depending upon the approval or otherwise of Resolution1) to the Photolibrary Vendors in consideration for the acquisition by the Company of the Photolibrary Vendor Shares. Upon completion of the Southern Star Group Agreement the Company will own approximately 54% of Photolibrary.
• 2.7 The Company believes that the alliance between Photolibrary and the ASX listed Southern Star Group through joint ownership of Photolibrary will add value to the existing and proposed increased investment by the Company in Photolibrary. Additionally, if the Company is successful in securing 54% of Photolibrary, one impact of that acquisition on the Company will be that the Company will consolidate Photolibrary within its own accounts.

At this time, the Company is not in a position to predict the likely impact consolidation would have on the financial results of the Company in the current or future financial years.

2.8 At the same time the Company will continue to pursue other investment opportunities in the areas of biotechnology, media, travel, property and corporate advisory services, as and when they may arise.

$3.$ Share Sale Agreement

• $3.1$ The Company entered into the Share Sale Agreement with the Photolibrary Vendors on or about 22 March 2004 pursuant to which the Company will acquire all the Photolibrary Vendor Shares in exchange for the issue of ordinary fully paid shares in the Company to the Photolibrary Vendors.
• The Photolibrary Vendors and their respective interests in Photolibrary are set out in the $3.2$ Table.
• $3.3$ Assuming the Consolidation is approved the proportion in which the 55,600,350 ordinary shares in the Company will be allotted and issued to the Photolibrary Vendors is set out in the Table.
• $3.4$ The Share Sale Agreement and the transactions contemplated therein are subject to and conditional upon the following:
• An 85% acceptance by the Photolibrary Vendors of the offer by the Company to the $(a)$ Photolibrary Vendors pursuant to the terms and conditions in the Share Sale Agreement:
• The Shareholders in the Company, in general meeting approving the acquisition of the $(b)$ Photolibrary Vendor Shares and the issue of shares to the Photolibrary Vendors in the Proportion;
• $(c)$ No prescribed occurrence as defined in Section 652C of the Act happening;

$(d)$ Prior to completion of the Share Sale Agreement, there has not occurred, announced or become known to the Company (whether or not becoming public) any event. change in condition that has had, or could reasonably be expected to have, a material adverse affect on the business of Photolibrary, financial or trading position, assets or liabilities or prospects of Photolibrary taken as a whole.

In the event that all of the above conditions are not satisfied or waived, if capable of waiver. by 31 May 2004, the Company or the Photolibrary Vendors may terminate the Share Sale Agreement.

$3.5$ Assuming the Consolidation is approved the Company has agreed to issue 55,600,350 fully paid ordinary shares in the Company to the Photolibrary Vendors at a deemed issue price of \$0.10 (10 cents) per share therefore attributing a value to the Photolibrary Vendor Shares of \$5,560,035 ("Purchase Price Shares"). The Purchase Price Shares shall be distributed to the Photolibrary Vendors in the same percentages as each Photolibrary Vendor's respective holding in Photolibrary as set in the Table.

$4.$ Capital Structure

$4.1$ Assuming the Consolidation is approved upon the completion of the Share Sale Agreement, the share capital structure of the Company will be:

Description	Number of Shares
	Post Consolidation
Pre Share Sale Agreement	45,054,585
Post Share Sale Agreement	55,600,350
Total	100.654,935

$(a)$ Ordinary Shares

$(b)$ Options on Issue

Description of Options		Expiry Date	Exercise Price	No. of Options Post Consolidation
Employee Scheme	Incentive	30 November 2006	\$0.50(50 cents)	75,500

INTERPRETATION

"Act" means the Corporations Act 2001 (Cwth);

"ASIC" means Australian Securities and Investments Commission;

"ASX" means Australian Stock Exchange Limited ACN 008 624 691;

"Board" means the Directors of the Company from time to time:

"Business Day" has the meaning ascribed to it by the Listing Rules:

"Company" means Integrated Investment Group Limited ACN 080 939 135;

"Constitution" means the Constitution of the Company:

"Consolidation Date" means Friday 23 April 2004:

"Directors" means the Directors of the Company;

"Existing Options" means the 755,000 options issued to employees under the Employee Share Incentive Scheme:

"Meeting" means the Meeting of the Shareholders convened by the Notice for Friday 23 April 2004 and any adiournment thereof:

"Notice" means the Notice in respect of the Meeting:

"Photolibrary" means Oculogic Pty Limited trading as Photolibrary.com ACN 088 535 077, an Australian company incorporated in New South Wales;

"Photolibrary Vendors" means all the shareholders in Photolibrary, other than the Company, which holds the Photolibrary Vendor Shares in the Proportion set out in the Table:

"Photolibrary Vendor Shares" means the shares in Photolibrary held by the Photolibrary Vendors:

"Official List" means the Official List of the ASX:

"Oxford Scientific Films" means the business of Oxford Scientific Films, a company incorporated and trading in the United Kingdom:

"Proportion" means assuming the Consolidation is approved, the proportion in which the Company will issue 55,600,350 fully paid ordinary shares to the Photolibrary Vendors in consideration for the acquisition by the Company of the Photolibrary Vendor Shares and as set out in the Table:

"Shareholders" means Shareholders in the Company:

"Share Sale Agreement" means an agreement between the Company, the Photolibrary Vendors and Photolibrary in terms of the which the Company proposed to acquire the Photolibrary Vendor Shares which will result in the Company owning 54% of Photolibrary;

"Southern Star" means Southern Star Group Limited ACN 003 321 266;

"Southern Star Agreement" means an agreement between Photolibrary, Oxford Scientific Films and Southern Star wherein Southern Star Group will be allotted shares in Photolibrary which equates to approximately a 46% interest in Photolibrary. In consideration for this, Photolibrary will acquire a 100% interest in Oxford Scientific Films plus \$1,000,000 in cash.

"Table" means the following table setting out the Photolibrary Vendors, the Photolibrary Vendor Shares held by each Photolibrary Vendor and the proportion in which the Company will issue
shares to the Photolibrary Vendors assuming the Consolidation is approved:

Name of Photolibrary Vendor	Number of Photolibrary Vendor Shares held	Number of shares in the Company which will be issued to the Photolibrary Vendor (Proportion)
Darjeeling Pty Limited	3,880,000	19,400,000
Lucette Moore	1,738,000	8,690,000
Glenn Parker	2,093,571	10,467,855
Jan C. Zwolinski	800,000	4,000,000
Taycol Nominees Pty Limited	615,832	3,079,160
National Nominees Pty Limited	566,816	2,834,080
I E Properties Pty Limited	533,334	2,666,670
Manhattan Nominees Chase Pty Limited	350,000	1,750,000
Cybele Nominees Pty Limited	392,517	1,962,585
Dalbrun Pty Limited	50,000	250,000
Charles Franklin Plumridge and Mark Rowsthorn	100,000	500,000