MEEKA METALS LIMITED - Proxy Solicitation & Information Statement 2016

LATITUDE CONSOLIDATED LIMITED

ACN 080 939 135

NOTICE OF GENERAL MEETING

TIME : 10.00 am WST DATE : Friday, 26 August 2016

PLACE : Ground Floor, 16 Ord Street, West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9482 0550.

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	7
Glossary	17
Schedule 1 – Terms and conditions of Options	19
Schedule 2 – Terms and conditions of Performance Shares	21
Proxy Form	24

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 10.00 am WST on Friday, 26 August 2016 at:

Ground Floor, 16 Ord Street, West Perth WA 6005

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00 pm WST on 24 August 2016.

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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

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 :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and
if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting; or
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF SECURITIES IN CONSIDERATION FOR THE ACQUISITION

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) 10,000,000 Shares;
(b) 1,250,000 Options; and
(c) 4,000,000 Performance Shares,
on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any of the Vendors (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.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,751,375 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as 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.

3. RESOLUTION 3 – ISSUE OF TRANCHE 2 SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 10,791,350 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed 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

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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.

4. RESOLUTION 4 – PARTICIPATION OF RELATED PARTY IN TRANCHE 2 PLACEMENT – ROGER STEINEPREIS

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 10.11 and for all other purposes, approval is given for the Company to issue up to 500,000 Shares to Roger Steinepreis (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by 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.

5. RESOLUTION 5 – ISSUE OF SHARES TO RELATED PARTY – DARJEELING PTY LTD

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 30,000 Shares to Darjeeling Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Darjeeling Pty Ltd (or its 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 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; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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6. RESOLUTION 6 – ISSUE OF SHARES TO RELATED PARTY – VENTNOR CAPITAL PTY LTD

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 585,775 Shares to Ventnor Capital Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Ventnor Capital Pty Ltd (or its 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 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; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 7 – ISSUE OF SHARES TO RELATED PARTY – STEINEPREIS PAGANIN

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 943,200 Shares to Steinepreis Paganin (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Steinepreis Paganin (or its 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.

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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; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated: 26 July 2016

By order of the Board

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Brett Tucker Company Secretary

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. GENERAL INFORMATION FOR RESOLUTIONS 1 – 4

1.1 Background

As announced on 6 July 2016, the Company entered into a binding heads of agreement ( Option Agreement ) pursuant to which it was granted an exclusive, irrevocable option to acquire 100% of the issued share capital of MGK Resources Pty Ltd (ACN 611 002 709) ( MGK ) from the shareholders of MGK ( Vendors ) ( Acquisition ).

This Notice sets out the Resolutions necessary to complete the Acquisition and associated transactions. Subject to Shareholders approval and the terms of the Option Agreement, including exercise of the option and satisfaction or waiver of the conditions precedent summarised in Section 1.3 below, the Company proposes to:

(a) proceed to settlement of the Acquisition ( Settlement ) by which the Company will issue:
(i) 10,000,000 Shares;
(ii) 1,250,000 Options exercisable at $0.10 and expiring three years from the date of issue, on the terms set out in Schedule 1; and
(iii) 2,000,000 Class A Performance Shares and 2,000,000 Class B Performance Shares on the terms set out in Schedule 2,

(together, the Consideration Securities ) to the Vendors (or their nominees) as consideration for the Acquisition (Resolution 1);

(b) ratify the issue of 4,751,375 Shares at an issue price of $0.04 to raise up $190,055 ( Tranche 1 Placement ) (Resolution 2);
(c) issue a further 10,791,350 Shares at an issue price of $0.04 to raise up to $431,654 ( Tranche 2 Placement ) (Resolution 3); and
(d) issue up to 500,000 Shares to Roger Steinepreis (or his nominee) arising from his participation in the Tranche 2 Placement (Resolution 4).

1.2 About MGK

MGK holds interests in mining tenements comprising the Quinns and Mt Ida South Gold Projects ( Projects ) ( Tenements ), located approximately 110 kilometres west of Leonora in the Eastern Goldfields of Western Australia.

The Projects cover a large area of the highly prospective and under explored Mt Ida greenstone belt. The significant land package and multiple prospects with known mineralisation provide an exciting opportunity for immediate resource consolidation and expansion. An extensive historical exploration data review has commenced on both Projects with a view to update to JORC 2012 standards and to develop a program of works and prioritise exploration targets. Further

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details in relation to the Projects is set out in the announcement dated 6 July 2016.

The Company believes that the Acquisition provides a solid foundation for further acquisitions in the gold sector.

1.3 Summary of Option Agreement

The Company has entered into the Option Agreement with MGK and the Vendors setting out the terms upon which the Vendors have granted the Company the option to acquire 100% of the issued shares in MGK ( MGK Shares ) subject to the satisfaction of certain conditions precedent set out below.

A summary of the key terms of the Option Agreement are as follows:

(a) ( Acquisition Option ): The Company paid the Vendors a cash sum of $20,000 to acquire an exclusive and irrevocable 21 day option to acquire the MGK Shares ( Acquisition Option ). The Acquisition Option can be extended by a further 21 days by an additional cash payment of $20,000 by the Company to the Vendors. On exercise of the Option, subject to satisfaction of the conditions precedent set out below, the Company will acquire the MGK Shares;
(b) ( Conditions Precedent ) The conditions precedent which must be satisfied prior to LCD completing the Acquisition are as follows:
(i) completion of a capital raising by LCD through the issue of Shares to raise a minimum of $750,000 ( Capital Raising ). The Company proposes to complete the Capital Raising by the Tranche 1 Placement, the Tranche 2 Placement and a pro rata entitlement issue to Shareholders ( Entitlement Issue ). The Tranche 2 Shares and the Shares to be issued under the Entitlement Issue will be issued under a transaction specific prospectus to be prepared by the Company ( Prospectus ). Shareholder approval is being sought for the Tranche 1 and 2 Placements under Resolutions 2 and 3 of this Notice;
(ii) LCD obtaining all necessary shareholder approvals and regulatory approvals pursuant to the ASX Listing Rules, the Corporations Act 2001 (Cth) (Act) or any other law to allow the parties to lawfully complete the matters set out in the Option Agreement; and
(iii) LCD obtaining all necessary approvals (or appropriate waivers) from ASX, including approval of the terms and conditions of the Performance Shares,

(together, the Conditions ).

(c)
( Consideration ): The consideration payable for the Acquisition is:
(i) a cash payment of $220,000, reflecting reimbursement of prior expenditure by MGK on the Projects; and
(ii) the issue of the Consideration Securities,

to be issued to the Vendors on a pro-rata basis in proportion to their respective shareholding interest in MGK on the date of Settlement.

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1.4 Capital Structure

Securities	Shares	Options	Performance Shares
Existing issued Securities	43,875,5521	284,857	-
Consideration Securities	10,000,000	1,250,0002	4,000,0003
Tranche 2 Placement (Resolutions 3 and 4)	10,791,350	-	-
Issue of Shares under the Entitlement Issue	17,550,221	-	-
Shares to be issued pursuant to Resolutions 5 to 7	1,558,975	-	-
TOTAL SECURITIES	83,776,098	1,534,857	4,000,000

Notes:

Assumes no further securities are issued prior to completion of the Acquisition other than as set out in the table. This number includes the 4,751,375 Tranche 1 Shares which are being ratified pursuant to Resolution 2.
Unlisted Options each exercisable at $0.10 expiring on the date which is three years from the date of issue.
Comprising of 2,000,000 Class A Performance Shares and 2,000,000 Class B Performance Shares.

1.5 Indicative timetable

The indicative timetable set out below outlines the timetable for the key milestones of the Acquisition but remains subject to change:

Timetable	Date
Issue of Tranche 1 Shares and conversion of Convertible Notes	18 July 2016
Notice of Meeting sent to Shareholders	26 July 2016
Lodgement of Prospectus in relation to the Tranche 2 Placement and the Entitlement Issue	On or about 29 July 2016
General Meeting	26 August 2016
Close of the offer under the Prospectus	26 August 2016
Issue of the Tranche 2 Shares and Entitlement Issue Shares	29 August 2016

2. RESOLUTION 1 – ISSUE OF SECURITIES IN CONSIDERATION FOR ACQUISITION

2.1 General

Resolution 1 seeks Shareholder approval for the issue of the Consideration Securities in 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.

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The effect of Resolution 1 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.

2.2 Technical information required by ASX Listing Rule 7.1

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

(a) the maximum number of Securities to be issued is as follows:
(i) 10,000,000 Shares;
(ii) 1,250,000 Options exercisable at $0.10 and expiring three years from the date of issue on the terms set out in Schedule 1; and
(iii) 2,000,000 Class A Performance Shares and 2,000,000 Class B Performance Shares on the terms set out in Schedule 2;
(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 of MGK;
(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 1;
(g) the Performance Shares will be issued on the terms and conditions set out in Schedule 2. The Company has made an application to ASX for the approval of the terms and conditions of the Performance Shares. In the event that this application is rejected by ASX, Resolution 1 will be withdrawn; and
(h) no funds will be raised from the issue of the Consideration Securities as the Securities are being issued in consideration for the Acquisition.

3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – TRANCHE 1 SHARES

3.1 General

On 18 July 2016, the Company issued 4,751,375 Shares at an issue price of $0.04 per Share to raise $190,055 ( Tranche 1 Shares ).

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Tranche 1 Shares ( Ratification ).

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A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

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

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

3.2 Technical information required by ASX Listing Rule 7.4

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

(a) 4,751,375 Tranche 1 Shares were issued;
(b) the issue price was $0.04 per Share;
(c) the Tranche 1 Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Tranche 1 Shares were issued to sophisticated and professional investors. None of these subscribers are related parties of the Company; and
(e) the funds raised from this issue were used for general working capital and preliminary exploration activities.

4. RESOLUTION 3 – ISSUE OF TRANCHE 2 SHARES

4.1 General

Resolution 3 seeks Shareholder approval for the issue of up to 10,791,350 Shares at an issue price of $0.04 per Share to raise up to $431,654 ( Tranche 2 Shares ). The Tranche 2 Shares will be issued under the Prospectus.

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

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

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Tranche 2 Placement:

(a) the maximum number of Tranche 2 Shares to be issued is 10,791,350;
(b) the Tranche 2 Shares 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 Shares will occur on the same date;

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(c) the issue price will be $0.04 per Share;
(d) the Directors will determine to whom the Tranche 2 Shares will be issued but these persons will not be related parties of the Company, except as set out in Resolution 4;
(e) the Tranche 2 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; and
(f) the Company intends to use the funds raised from the Tranche 2 Placement towards expenses of the offer, exploration activities, and general working capital.

5. RESOLUTION 4 – PARTICIPATION OF RELATED PARTY IN TRANCHE 2 PLACEMENT – ROGER STEINEPREIS

5.1 General

Pursuant to Resolution 3 the Company is seeking Shareholder approval for the Tranche 2 Placement.

Mr Roger Steinepreis wishes to participate in the Tranche 2 Placement.

Resolution 4 seeks Shareholder approval for the issue of up to 500,000 Shares to Roger Steinepreis (or his nominee) arising from the participation by Mr Roger Steinepreis in the Tranche 2 Placement ( Participation ).

5.2 Chapter 2E of the Corporations Act

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:

(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 Participation will result in the issue of Shares which constitutes giving a financial benefit and Mr Roger Steinepreis is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Roger Steinepreis who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Mr Roger Steinepreis on the same terms as Shares issued to non-related party participants in the Tranche 2 Placement and as such the giving of the financial benefit is on arm’s length terms.

5.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that

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approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the Tranche 2 Placement involves the issue of Shares to a replated party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

5.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

(a) the Shares will be issued to Mr Roger Steinepreis (or his nominee);
(b) the maximum number of Shares to be issued is 500,000;
(c) the Shares will be issued no later than 1 month 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);
(d) the issue price will be $0.04 per Share, being the same as all other Shares issued under the Tranche 2 Placement;
(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; and
(f) the funds raised will be used for the same purposes as all other funds raised under the Tranche 2 Placement as set out in section 4.2(f) of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Mr Roger Steinepreis (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

6. RESOLUTIONS 5 TO 7 – ISSUE OF SHARES TO RELATED PARTIES

6.1 General

On 26 November 2015, the Company obtained shareholder approval for the issue of Shares to Darjeeling Pty Ltd ( Darjeeling ), an associate of Mr Timothy Moore, Ventnor Capital Pty Ltd ( Ventnor ), an associate of Mr Morgan Barron, and Steinepreis Paganin Lawyers and Consultants ( Steinepreis Paganin ), an associate of Mr Roger Steinepreis ( Related Parties ) in lieu of payment of outstanding amounts owed to the Related Parties. The Shares were not issued within the one month period required by ASX Listing Rule 10.11. As such, the Company is seeking to re-obtain Shareholder approval for the issue of Shares to the Related Parties on the terms set out below.

The Related Parties agreed that amounts owing from the Company for professional services already rendered will be partly settled through the issue of Shares upon the next capital raising event by the Company, with the number of Shares to be issued to be calculated by reference to the issue price of Shares pursuant to the capital raising, being $0.04 per Share.

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The outstanding amounts owed to the Related Parties as at the date of the Notice is set out in the table below:

Related Party	Amount outstanding to be settled in Shares
Darjeeling	$1,200
Ventnor	$23,431
Steinepreis Paganin	$37,728

In order to support the Company, the Related Parties have agreed to discount the amounts owing to them from the Company for professional services provided and the issue of Shares pursuant to Resolutions 5 to 7 will satisfy outstanding amounts owing to Related Parties ( Related Party Shares ).

6.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

A summary of Chapter 2E of the Corporations Act and ASX Listing Rule 10.11 is set out in section 5.2 and 5.3 above.

The issue of the Related Party Shares constitutes giving a financial benefit and the Related Parties are related parties of the Company by virtue of being entities controlled by Directors.

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 issue of Related Party Shares to the Related Parties.

6.3 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Related Party Shares:

(a) the related parties are Darjeeling Pty Ltd, Ventnor Capital Pty Ltd and Steinepreis Paganin Lawyers and Consultants and they are related parties by virtue of being entities controlled by Directors;
(b) the maximum number of Related Party Shares (being the nature of the financial benefit being provided) to be issued to the Related Parties is:
(i) 30,000 Related Party Shares to Darjeeling (or its nominee);
(ii) 585,775 Related Party Shares to Ventnor (or its nominee); and
(iii) 943,200 Related Party Shares to Steinepreis Paganin (or its nominee);
(c) the Related Party Shares will be issued to the Related Parties no later than 1 month 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 that the Related Party Shares will be issued on one date;

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(d) the Related Party Shares will be issued as satisfaction of amounts outstanding for nil cash consideration, accordingly no funds will be raised;
(e) the Related Party 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 value of the Related Party Shares is based on the amount of monies owing to the Related Parties agreed with the Company as disclosed above in section 6.1;
(g) the relevant interests of the Directors in the securities of the Company are set out below:

Related Party	Shares	Options
Mr. Timothy Moore	3,374,162	-
Mr. Morgan Barron	2,424,673	-
Mr. Roger Steinepreis	2,181,024	-

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

Related Party	Current Financial Year ending 30 June 2017	Previous Financial Year ending 30 June 2016
Mr. Timothy Moore	$30,000	$30,000(1)
Mr. Morgan Barron	$32,850(2)	$32,850(1)(2)
Mr. Roger Steinepreis	$30,000	$30,000(1)

Note 1: Director fees for the 2016 financial year and 2017 financial year up to the date of this Notice remain unpaid (accrued).

Note 2: Amount includes statutory superannuation.

(i) the issue of the Related Party Shares will increase the number of Shares on issue from 64,666,902 to 66,225,877 (assuming that no Shares other than those contemplated by the Resolutions of this Notice are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 2.41%, comprising 0.05% by Darjeeling, 0.91% by Ventnor and 1.46% by Steinepreis Paganin.
(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	6.5 cents	6 July 2016
Lowest	2.3 cents	11 September 2015
Last	5.3 cents	25 July 2016

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(k) Mr Tim Moore declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution on the basis that Darjeeling is to be issued Related Party Shares in the Company should Resolution 5 be passed. However, in respect of Resolutions 6 and 7, Mr Moore recommends that Shareholders vote in favour of those Resolutions for the following reasons:
(i) the issue of the Shares 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.
(l) Mr Morgan Barron declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution on the basis that Ventnor is to be issued Related Party Shares in the Company should Resolution 6 be passed. However, in respect of Resolutions 5 and 7, Mr Barron recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (k);
(m) 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 on the basis that he is to be issued Related Party Shares in the Company should Resolution 7 be passed. However, in respect of Resolutions 5 and 6, Mr Steinepreis recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (k);
(n) in forming their recommendations, each Director considered the experience of each other Related Party and the current market price of Shares; and
(o) 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 5 to 7.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Shares to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

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GLOSSARY

$ means Australian dollars.

Acquisition means the acquisition of 100% of the issued shares in the capital of MGK from the Vendors.

Acquisition Option means exclusive and irrevocable option to acquire the MGK Shares from the Vendors.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

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.

Chair means the chair of the Meeting.

Company means Latitude Consolidated Limited (ACN 080 939 135).

Consideration Securities has the meaning set out in section 1.1 of this Notice.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

MGK means MGK Resources Pty Ltd (ACN 611 002 709).

MGK Shares means 100% of the issued fully paid ordinary shares in MGK.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Option Agreement means the binding heads of agreement for an option to acquire the MGK Shares from the shareholders of MGK.

Optionholder means a holder of an Option or Related Party Option as the context requires.

Projects means the Quinns and Mt Ida South Gold Projects.

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Prospectus means the transaction specific prospectus to be prepared by the Company for the issue of the Tranche 2 Shares and the Shares under the Entitlement Issue.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, 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 registered holder of a Share.

Tenements means the mining tenements of the Projects.

Tranche 1 Placement means the issue of 4,751,375 Shares on 18 July 2016 at an issue price of $0.04 to raise up $190,055.

Tranche 2 Placement means the proposed issue of 10,791,350 Shares at an issue price of $0.04 to raise up to $431,654.

Vendors means the shareholders of MGK.

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.10 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on the date which is three years 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.

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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

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.

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SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE SHARES

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

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(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.

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

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PROXY FORM

LATITUDE CONSOLIDATED LIMITED ACN 080 939 135

GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10.00am WST, on 26 August 2016 at Ground Floor, 16 Ord Street, West Perth WA 6005, and at any adjournment thereof.

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 5 to 7 (except where I/we have indicated a different voting intention below) even though Resolutions 5 to 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Issue of securities in consideration for the Acquisition
Resolution 2	Ratification of prior issue of the Tranche 1 Shares
Resolution 3	Issue of Tranche 2 Shares
Resolution 4	Participation of Related Party in Tranche 2 Placement – Roger Steinepreis
Resolution 5	Issue of Shares to related party – Darjeeling Pty Ltd
Resolution 6	Issue of Shares to related party – Ventnor Capital Pty Ltd
Resolution 7	Issue of Shares to related party – Steinepreis Paganin

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary Date: Contact name: E-mail address:	Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary Date: Contact name: E-mail address:	Shareholder 2 Shareholder 3 Director Director/Company Secretary Contact ph (daytime): Consent for contact by e-mail in relation to this Proxy Form: YES NO	Shareholder 3

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Instructions for completing Proxy Form

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing instructions ):

( Individual ): Where the holding is in one name, the Shareholder must sign.
( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.
( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Latitude Consolidated Limited, PO Box 902, West Perth, Western Australia, 6872; or
(b) facsimile to the Company on facsimile number +61 8 9482 0505;

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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AI assistant

MEEKA METALS LIMITED — Proxy Solicitation & Information Statement 2016

65312_rns_2016-07-25_615ace2c-b834-44eb-809e-05520f926d6e.pdf

LATITUDE CONSOLIDATED LIMITED

ACN 080 939 135

NOTICE OF GENERAL MEETING

CONTENTS

IMPORTANT INFORMATION

Time and place of Meeting

Your vote is important

Voting eligibility

Voting in person

Voting by proxy

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF SECURITIES IN CONSIDERATION FOR THE ACQUISITION

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 SHARES

3. RESOLUTION 3 – ISSUE OF TRANCHE 2 SHARES

4. RESOLUTION 4 – PARTICIPATION OF RELATED PARTY IN TRANCHE 2 PLACEMENT – ROGER STEINEPREIS

5. RESOLUTION 5 – ISSUE OF SHARES TO RELATED PARTY – DARJEELING PTY LTD

Voting Prohibition Statement:

6. RESOLUTION 6 – ISSUE OF SHARES TO RELATED PARTY – VENTNOR CAPITAL PTY LTD

Voting Prohibition Statement:

7. RESOLUTION 7 – ISSUE OF SHARES TO RELATED PARTY – STEINEPREIS PAGANIN

Voting Prohibition Statement:

Dated: 26 July 2016

By order of the Board

EXPLANATORY STATEMENT

1. GENERAL INFORMATION FOR RESOLUTIONS 1 – 4

1.1 Background

1.2 About MGK

1.3 Summary of Option Agreement

1.4 Capital Structure

Notes:

1.5

Indicative timetable

2. RESOLUTION 1 – ISSUE OF SECURITIES IN CONSIDERATION FOR ACQUISITION

2.1 General

2.2 Technical information required by ASX Listing Rule 7.1

3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – TRANCHE 1 SHARES

3.1 General

3.2 Technical information required by ASX Listing Rule 7.4

4. RESOLUTION 3 – ISSUE OF TRANCHE 2 SHARES

4.1 General

4.2 Technical information required by ASX Listing Rule 7.1

5. RESOLUTION 4 – PARTICIPATION OF RELATED PARTY IN TRANCHE 2 PLACEMENT – ROGER STEINEPREIS

5.1 General

5.2 Chapter 2E of the Corporations Act

5.3 ASX Listing Rule 10.11

5.4 Technical Information required by ASX Listing Rule 10.13

6. RESOLUTIONS 5 TO 7 – ISSUE OF SHARES TO RELATED PARTIES

6.1 General

6.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

6.3 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

GLOSSARY

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

(b) Exercise Price

(c)

Expiry Date

(d)

Exercise Period

(e) Notice of Exercise

(f)

Exercise Date

(g)

Timing of issue of Shares on exercise

(h) Shares issued on exercise

(i) Quotation of Shares issued on exercise

(j) Reconstruction of capital

(k) Participation in new issues

(l) Change in exercise price

(m) Unquoted

(n) Transferability

SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE SHARES

Rights attaching to the Performance Shares

Conversion of the Performance Shares

PROXY FORM

MEEKA METALS LIMITED Proxy Solicitation & Information Statement 2016