MEEKA METALS LIMITED - Proxy Solicitation & Information Statement 2018

LATITUDE CONSOLIDATED LIMITED

ACN 080 939 135

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am DATE : Monday, 18 June 2018 PLACE : Ground Floor, 16 Ord Street, West Perth WA 6005

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

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.

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 10:00am on Saturday, 16 June 2018.

BUSINESS OF THE MEETING

AGENDA

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

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 5,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or 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 – ISSUE OF SHARES TO KLAUS ECKHOF IN CONSIDERATION FOR THE ACQUISITION OF THE MBETA LITHIUM PROJECT

To consider and, if thought fit, to pass 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 1,000,000 Shares to Klaus Eckhof or his nominee (as a result of Mr Eckhof being a related party by reason of being the parent of a proposed Director, Kim Eckhof) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Klaus Eckhof (or his nominee) or any of his associates ( Resolution 2 Excluded Party ). 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, provided the Chair is not a Resolution 2 Excluded Party, 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 – RATIFICATION 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 19,676,840 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or 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.

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4. RESOLUTION 4 – ISSUE OF SHARES UNDER TRANCHE 2

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 98,423,160 Shares on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 5 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTY – TIMOTHY MOORE

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 1,000,000 Options and 2,000,000 Shares to Timothy Moore or his nominee on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Timothy Moore (or his nominee) or any of his associates ( Resolution 5 Excluded Party ). 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, provided the Chair is not a Resolution 5 Excluded Party, 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. Provided the Chair is not a Resolution 5 Excluded Party, 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.

6. RESOLUTION 6 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTY – MORGAN BARRON

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 1,000,000 Options and 2,100,000 Shares to Morgan Barron or his nominee on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Morgan Barron (or his nominee) or any of his associates ( Resolution 6 Excluded Party ). 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, provided the Chair is not a Resolution 6 Excluded Party, 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. Provided the Chair is not a Resolution 6 Excluded Party, 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.

7. RESOLUTION 7 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTY – ROGER STEINEPREIS

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 1,000,000 Options and 6,000,000 Shares to Roger Steinepreis or his nominee on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Roger Steinepreis (or his nominee) or any of his associates ( Resolution 7 Excluded Party ). 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, provided the Chair is not a Resolution 7 Excluded Party, 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. Provided the Chair is not a Resolution 7 Excluded Party, the above prohibition does not apply if:

8. RESOLUTION 8 – ISSUE OF SHARES TO RELATED PARTY – BLUEKNIGHT CORPORATION PTY LTD

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

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“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 8,000,000 Shares to Blueknight Corporation Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Blueknight Corporation Pty Ltd or any of its associates ( Resolution 8 Excluded Party ). 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, provided the Chair is not a Resolution 8 Excluded Party, 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. Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does not apply if:

9. RESOLUTION 9 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTY – NICHOLAS CASTLEDEN

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 1,000,000 Options and 800,000 Shares to Nicholas Castleden or his nominee on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Nicholas Castleden (or his nominee) or any of his associates ( Resolution 9 Excluded Party ). 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, provided the Chair is not a Resolution 9 Excluded Party, 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. Provided the Chair is not a Resolution 9 Excluded Party, the above prohibition does not apply if:

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10. RESOLUTION 10 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTY – KIM ECKHOF

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 1,000,000 Options and 1,000,000 Shares to Kim Eckhof or her nominee on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Kim Eckhof (or her nominee) or any of her associates ( Resolution 10 Excluded Party ). 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, provided the Chair is not a Resolution 10 Excluded Party, 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. Provided the Chair is not a Resolution 10 Excluded Party, 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.

11. RESOLUTION 11 – APPROVAL TO ISSUE OPTIONS AS CONSIDERATION FOR SERVICES PROVIDED BY DJ CARMICHAEL PTY LTD

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 7,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

12. RESOLUTION 12 – APPOINTMENT OF DIRECTOR – KIM ECKHOF

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

“That, subject to the passing of Resolutions 1, 2 and 10, Kim Eckhof, being eligible and having consented to act, is elected as a Director with effect from settlement of the Acquisition.”

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Dated: 16 May 2018

By order of the Board

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Chris Huish Company Secretary

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.

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.

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 0500

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EXPLANATORY STATEMEN T

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 – ACQUISITION

1.1 General

As announced on 12 April 2018, the Company has entered into a binding agreement to acquire a majority interest in the Mbeta Lithium Project (the Acquisition ) pursuant to which it proposes to issue 6,000,000 Shares to Robert David Hutchings (the Owner ) (and or his nominees).

The Company is undertaking a capital raising by way of a placement of 138,000,000 Shares at an issue price of $0.025 to raise $3,450,000 (the Placement ) to fund the Acquisition, commence exploration of the Mbeta project, review other project opportunities in Africa (including Zimbabwe), exploration of the Western Australian projects and for working capital. The Placement is being undertaken in two tranches. The first tranche raised $491,921 ( Tranche 1 ) and completed on 24 April 2018 and the second Tranche will raise $2,958,079 ( Tranche 2 ).

The Company proposes to:

(a) proceed to settlement of the Acquisition by which the Company will issue 6,000,000 Shares ( Resolutions 1 and 2 );
(b) ratify the issue of 19,676,840 Shares under Tranche 1 ( Resolution 3 );
(c) issue a further 98,423,160 Shares under Tranche 2 to non-related parties ( Resolution 4 ) and seek shareholder approval for the participation of the directors and associates in Tranche 2 in the amount of 19,900,000 Shares and the grant of a total of 5,000,000 Options to the directors ( Resolutions 5 – 10 );
(d) grant 7,500,000 Options to DJ Carmichael for its role in the Placement (subject to shareholder approval) ( Resolution 11 ); and
(e) appoint Kim Eckhof as a Director ( Resolution 12 ).

1.2 Mbeta Project Overview

The Mbeta Project is located in southern Zimbabwe in an area approximately 40km southwest of Gwanda, near Nyambe Hill. The district has seen minor historical lithium mining and the Project area is considered underexplored, yet highly prospective, for lithium and associated elements.

Mbeta comprises 13 mineral claims with a combined area of 18km2 and lies in gentlyundulating, lightly cropped terrain with good access from Gwanda via tarmac and all-weather gravel roads. Reported historical lithium mineralisation is hosted by several elongated pegmatite bodies close to the transition zone between a local greenstone belt and surrounding basement granites and gneisses.

1.3 Summary of Transaction

The key commercial terms of the Acquisition are as follows:

(a) payment to the Owner of the cash sum of US$50,000 on signing of the Acquisition agreement as a non-refundable deposit;

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(b) payment to the Owner of the cash sum of US$50,000 on registration of the transfer of the Mbeta Project into the JVCO (defined below);
(c) issue to the Owner and/or his nominees (including Mark Gasson and Klaus Eckhof who introduced the project to Company) a total of 6,000,000 Shares within 7 days following the receipt of Shareholder approval pursuant to this Notice; and
(d) the Company will finance all exploration by the JVCO up to the completion of a Definitive Feasibility Study.

From a structuring perspective, the Company agrees to incorporate a new joint venture company ( JVCO ). The initial ownership of JVCO shall be the Company or its nominee as to a 70% interest and the Owner or his nominee as to a 30% interest and the Owner will transfer 100% of the Mbeta Project to the JVCO.

2. RESOLUTIONS 1 AND 2 – ISSUE OF SHARES IN CONSIDERATION FOR ACQUISITION

2.1 General

Resolutions 1 and 2 seek Shareholder approval for the issue of 6,000,000 Shares in consideration for the Acquisition. From this amount, 5,000,000 Shares will be issued to non-related vendors, and 1,000,000 Shares will be issued to Klaus Eckhof, a related party vendor by virtue of being the parent of a proposed Director, being Kim Eckhof.

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. This approval is sought for the 5,000,000 Shares in Resolution 1.

In addition, 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 approval should be obtained unless an exception in ASX Listing Rule 10.12 applies. This approval is sought for the 1,000,000 Shares in Resolution 2.

The effect of Resolutions 1 and 2 will be to allow the Company to issue the Shares pursuant to the Acquisition without using the Company’s 15% annual placement capacity.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the 1,000,000 Shares to Mr Eckhof as approval is being obtained under ASX Listing Rule 10.11.

2.2 Technical information required by ASX Listing Rules 7.1 and 10.11

Pursuant to and in accordance with ASX Listing Rules 7.3 and 10.13, the following information is provided in relation to the Acquisition:

(a) the maximum number of Shares to be issued is 6,000,000 at a deemed issue price of $0.025 per Share;
(b) the Shares will be issued within 7 days following the receipt of Shareholder approval and in any event 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) and it is intended that issue of the Shares will occur on the same date;

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(c) the Shares will be issued in part satisfaction of the Acquisition and accordingly no funds are being raised from the issue of these Shares;
(d) the Shares will be issued to the Owner’s nominee, being Newhat Investments Limited (as to 4,000,000 Shares), Mark Gasson (as to 1,000,000 Shares) and Klaus Eckhof (as to 1,000,000 Shares). Mr Eckhof is the only related party of the Company; and
(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.

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

3.1 General

On 24 April 2018, the Company issued 19,676,840 Shares at an issue price of $0.025 per Share to raise $491,921 ( Tranche 1 Shares ).

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Tranche 1 Shares ( Ratification ).

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) 19,676,840 Tranche 1 Shares were issued on 24 April 2018;
(b) the issue price was $0.025 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 Shares were issued to sophisticated investors. None of these subscribers are related parties of the Company; and
(e) the funds raised from this issue will be used to fund the Acquisition, commencement of the Mbeta exploration program, review other project opportunities in Africa (including Zimbabwe), exploration of the WA projects and for working capital.

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4. RESOLUTION 4 – APPROVAL OF TRANCHE 2 PLACEMENT

4.1 General

A summary of the Placement is set out in Section 1.1.

Resolution 4 seeks Shareholder approval for the issue of 98,423,160 Shares at an issue price of $0.025 per Share and Resolutions 5 to 10 seek approval for the issue of 19,900,000 to the Directors and their associates at the same price to raise a total of $2,958,079 ( Tranche 2 Shares ).

The Company has engaged the services of DJ Carmichael Pty Ltd (ACN 003 058 857) a licensed securities dealer AFSL 232571( DJ Carmichael ) to act as lead manager for the Placement.

A summary of ASX Listing Rule 7.1 is set out in Section 1 above.

The effect of Resolution 4 will be to allow the Company to issue the Shares pursuant to the 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 Placement:

(a) the maximum number of Shares to be issued under this resolution is 98,423,160;
(b) the 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.
(c) the issue price will be $0.025 per Share;
(d) the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;
(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 the Acquisition, exploration of the Mbeta Project, reviewing other project opportunities in Africa (including Zimbabwe), exploration of the WA projects and general working capital.

5. RESOLUTIONS 5 TO 10 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTIES

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 5,000,000 Options ( Related Party Options ) and 19,900,000 Shares ( Related Party Shares ) to Messrs Timothy Moore, Morgan Barron, Roger Steinepreis, Nicholas Castleden and Kim Eckhof (as a proposed director) ( Related Parties ) on the terms and conditions set out below.

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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 grant of the Related Party Options and the issue of the Related Party Shares constitutes giving a financial benefit and Timothy Moore, Morgan Barron, Roger Steinepreis, Nicholas Castleden and Kim Eckhof are related parties of the Company by virtue of being 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 grant of Related Party Options and issue of the Related Party Shares to the Related Parties.

5.2 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 grant of Related Party Options and issue of the Related Party Shares:

(a) the related parties are Messrs Timothy Moore, Morgan Barron, Roger Steinepreis, Nicholas Castleden and Kim Eckhof and they are related parties by being Directors of the Company and in the case of Kim Eckhof, a proposed Director;
(b) the maximum number of Related Party Options and Related Party Shares (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(i) 1,000,000 Related Party Options and 2,000,000 Related Party Shares to Timothy Moore;
(ii) 1,000,000 Related Party Options and 2,100,000 Related Party Shares to Morgan Barron;
(iii) 1,000,000 Related Party Options and 6,000,000 Related Party Shares to Roger Steinepreis and 8,000,000 Related Party Shares to Blueknight Corporation Pty Ltd, an entity of which Roger Steinepreis is a director and shareholder;
(iv) 1,000,000 Related Party Options and 800,000 Related Party Shares to Nicholas Castleden; and

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(v) 1,000,000 Related Party Options and 1,000,000 Related Party Shares to Kim Eckhof as a proposed Director.
(c) the Related Party Options and Related Party Shares will be granted 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 the Related Party Options will be issued on one date;
(d) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised. The Related Party Shares will be fully paid ordinary shares issued on the same terms and conditions as the Company’s existing Shares and issued at $0.025 each, being the same as all other Shares issued under the Tranche 2 Placement;
(e) the funds raised will be used for the same purposes as all other funds raised under the Tranche 2 Placement as set out in this Explanatory Statement;
(f) the terms and conditions of the Related Party Options are set out in Schedule 1;
(g) the value of the Related Party Options and the pricing methodology is set out in Schedule 2;
(h) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Performance Rights1
Timothy Moore	5,125,495	2,000,000
Morgan Barron	4,150,395	1,500,000
Roger Steinepreis	5,052,190	1,500,000
Nicholas Castleden	1,751,113	-
Kim Eckhof	-	-

1 These Performance rights will lapse with the consent of the Directors upon the issue of the related party options

(i) 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 per annum ($)	Previous Financial Year ($)
Timothy Moore	30,000	$60,050
Morgan Barron	30,000	$39,900
Roger Steinepreis	30,000	$37,050
Nicholas Castleden	30,000	$750
Kim Eckhof	30,000 (proposed)	-

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(j) if the Related Party Options granted to the Related Parties are exercised, a total of 5,000,000 Shares would be issued. This will increase the number of Shares on issue from 269,179,002 to 274,179,002 (assuming that no other Options are exercised and 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 1.8236%, comprising 0.3647% by each Director. The market price for Shares during the term of the Related Party Options would normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

(k) 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	0.046 cents	18/04/2018
Lowest	0.013 cents	29/09/2017
Last	0.046 cents	18/04/2018

(l) the Board acknowledges the grant of Related Party Options to the Directors is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations with 2010 Amendments (2[nd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Options to the Directors reasonable in the circumstances for the reason set out in paragraph (n);

(m) the primary purpose of the grant of the Related Party Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors. The purpose of the issue of the Related Party Shares is that the Directors have agreed to take part in the Placement;
(n) Timothy 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 Timothy John Moore is to be granted Related Party Options and Related Party Shares in the Company should Resolution 5 be passed. However, in respect of Resolutions 6, 7, 8, 9 and 10 recommends that Shareholders vote in favour of those Resolutions for the following reasons:
(i) the grant of the Related Party Options is a reasonable and appropriate method to provide cost effective remuneration 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 remuneration were given to the Related Parties. The issue of the Related Party Shares to the Directors is on the same terms as all other participants in that capital raising and is therefore reasonable and confirms the support the Directors have for the Company and its operations; and
(ii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Options or issuing the Related Party Shares on the terms proposed;

20180514_LCD NOM (FINAL)

(o) 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 he is to be granted Related Party Options and subscribe for Related Party Shares in the Company should Resolution 6 be passed. However, in respect of Resolutions 5, 7, 8, 9 and 10 recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);
(p) Roger Steinepreis declines to make a recommendation to Shareholders in relation to Resolution 7 and 8 due to his material personal interest in the outcome of these Resolutions on the basis that he is to be granted Related Party Options and subscribe for Related Party Shares in the Company should Resolutions 7 and 8 be passed. However, in respect of Resolutions 5, 6, 9 and 10 recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);
(q) Nicholas Castleden declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options and subscribe for Related Party Shares in the Company should Resolution 9 be passed. However, in respect of Resolutions 5, 6, 7, 8 and 10 recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);
(r) Kim Eckhof as a proposed Director declines to make a recommendation to Shareholders in relation to Resolution 10 due to her material personal interest in the outcome of the Resolution on the basis that she is to be granted Related Party Options and subscribe for Related Party Shares in the Company should Resolution 10 be passed. However, in respect of Resolutions 5, 6, 7, 8 and 9 recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);
(s) in forming their recommendations, each Director and proposed Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Shares and Related Party Options to be granted as well as the exercise price $0.05 and expiry date of those Related Party Options; and
(t) 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 to 5 to 10.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options 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.

6. RESOLUTION 11 – PLACEMENT OF OPTIONS IN CONSIDERATION FOR SERVICES PROVIDED DJ CARMICHAEL

6.1 General

Resolution 11 seeks Shareholder approval for the issue of 7,500,000 Options in consideration for services provided by DJ Carmichael Pty Ltd in relation to the Placement.

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

20180514_LCD NOM (FINAL)

The effect of Resolution 11 will be to allow the Company to issue the Options pursuant to the 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.

6.2 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 Placement:

(a) the maximum number of Options to be issued is 7,500,000;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(c) the Options will be issued for nil cash consideration in part satisfaction of DJ Carmichael providing its management services.
(d) the Options will be issued to DJ Carmichael, who is not a related party of the Company;
(e) the Options will be issued on the terms and conditions set out in Schedule 1; and
(f) no funds will be raised from the grant of the Options as the Options are being issued in consideration for the services provided by DJ Carmichael.

7. RESOLUTION 12 – ELECTION OF KIM ECKHOF

Upon completion of the Acquisition, Kim Eckhof has consented to be appointed as a Non-Executive Director.

Kim holds a Bachelor of Commerce and a Bachelor of Science from the University of Western Australia and has previously worked in the Equity Capital Markets team at Azure Capital in Perth. Following that, Kim spent 5 years at RFC Ambrian in London where she focused on raising equity capital and advising junior mining companies. Kim is currently working with Medea Natural Resources in London, a corporate advisory firm focused on strategic, equity and debt advisory to natural resource companies.

The existing Directors recommend the appointment of Kim Eckhof to the Board.

20180514_LCD NOM (FINAL)

GLOSSARY

$ means Australian dollars.

Acquisition means the Company entering into a binding agreement with the Owners to acquire a majority interest in the Mbeta Lithium Project.

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).

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.

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.

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

Owner means Robert David Hutchings;

Proxy Form means the proxy form accompanying the Notice.

Related Party Option means an Option granted pursuant to Resolutions 4-7 with the terms and conditions set out in Schedule 1.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

20180514_LCD NOM (FINAL)

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 (i), the amount payable upon exercise of each Option will be $0.05 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 May 2021 ( 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) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (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.

20180514_LCD NOM (FINAL)

(h) Shares issued on exercise

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

(i) 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.

(j) 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.

(k) 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.

(l) Transferability

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

20180514_LCD NOM (FINAL)

SCHEDULE 2 – VALUE OF RELATED PARTY OPTIONS

The Director Options to be issued to the related parties pursuant to Resolutions 5, 6, 7, 9 and 10 have been valued by management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Director Options were ascribed a value range as follows:

Assumptions:

Valuation date	Thursday, 26 April 2018

Market price of shares	$0.042

Exercise price	$0.05

Expiry date	3 years from the date of issue

Risk free interest rate	2.67%

Historical volatility (annualised)	106.99%

Indicative value per Director Option	$0.027

Total value of Director Options	$135,000
Timothy Moore (Resolution 5)	$27,000
Morgan Barron (Resolution 6)	$27,000
Roger Steinepreis (Resolution 7)	$27,000
Nicholas Castleden (Resolution 9)	$27,000
Kim Eckhof (Resolution 10)	$27,000

20180514_LCD NOM (FINAL)

==> picture [159 x 45] intentionally omitted <==

LATITUDE CONSOLIDATED LIMITED | ACN 080 939 135

HOLDER NUMBER

PROXY FORM – GENERAL MEETING

I/We being a Shareholder entitled to attend and vote at the Meeting, hereby appoint

The Chair as my/our proxy

(Name of 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 the Company’s registered office, Ground Floor, 16 Ord Street, West Perth WA 6005, on Monday, 18 June 2018 at 10:00am and at any adjournment thereof.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. 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 GENERAL MEETING

==> picture [571 x 191] intentionally omitted <==

----- Start of picture text -----

|||||
|---|---|---|---|
|Resolutions|For Against Abstain|Resolutions|For Against Abstain|
|1|Issue of Securities in Consideration for|7|Issue of Options and Shares to a Related|
|the Acquisition of the Mbeta Lithium Project|Party – Roger Steinepreis|
|2|Issue of Shares to Klaus Eckhof in Consideration|8|Issue of Shares to a Related Party –|
|for the Acquisition of the Mbeta Lithium Project|Blueknight Corporation Pty Ltd|
|3|Ratification of Tranche 1 Shares|9|Issue of Options and Shares to a Related|
|Party – Nicholas Castleden|
|4|Issue of Shares under Tranche 2|10 Issue of Options and Shares to a Related|
|Party – Kim Eckhof|
|5|Issue of Options and Shares to a Related Party –|11 Approval to Issue Options as Consideration|
|Timothy Moore|Services provided by DJ Carmichael Pty Ltd|
|6|Issue of Options and Shares to a Related Party –|12 Appointment of Director – Kim Eckhof|
|Morgan Barron|

----- End of picture text -----

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.

SIGNATURE OF SHAREHOLDER(S):

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director or Director Director / Company Secretary Sole Director / Company Secretary

Contact Ph (daytime): ______

Contact Name:

INSTRUCTIONS FOR COMPLETING PROXY FORM

( 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.

2.

3.

( 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.

( 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.

4.

( 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, WA 6872; or
(b) hand delivery at Latitude Consolidated Limited, Ground Floor, 16 Ord Street, West Perth WA 6005; or
(c) by email to the Company at [email protected]

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

AI assistant

MEEKA METALS LIMITED — Proxy Solicitation & Information Statement 2018

65312_rns_2018-05-15_adf9f269-75a4-4426-b39e-8f51ff5711c0.pdf

LATITUDE CONSOLIDATED LIMITED

ACN 080 939 135

NOTICE OF GENERAL MEETING

BUSINESS OF THE MEETING

AGENDA

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

2. RESOLUTION 2 – ISSUE OF SHARES TO KLAUS ECKHOF IN CONSIDERATION FOR THE ACQUISITION OF THE MBETA LITHIUM PROJECT

3. RESOLUTION 3 – RATIFICATION OF TRANCHE 1 SHARES

4. RESOLUTION 4 – ISSUE OF SHARES UNDER TRANCHE 2

5. RESOLUTION 5 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTY – TIMOTHY MOORE

Voting Prohibition Statement:

6. RESOLUTION 6 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTY – MORGAN BARRON

Voting Prohibition Statement:

7. RESOLUTION 7 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTY – ROGER STEINEPREIS

Voting Prohibition Statement:

8. RESOLUTION 8 – ISSUE OF SHARES TO RELATED PARTY – BLUEKNIGHT CORPORATION PTY LTD

Voting Prohibition Statement:

9. RESOLUTION 9 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTY – NICHOLAS CASTLEDEN

Voting Prohibition Statement:

10. RESOLUTION 10 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTY – KIM ECKHOF

Voting Prohibition Statement:

11. RESOLUTION 11 – APPROVAL TO ISSUE OPTIONS AS CONSIDERATION FOR SERVICES PROVIDED BY DJ CARMICHAEL PTY LTD

12. RESOLUTION 12 – APPOINTMENT OF DIRECTOR – KIM ECKHOF

Dated: 16 May 2018

By order of the Board

Chris Huish Company Secretary

Voting in person

Voting by proxy

EXPLANATORY STATEMEN T

1. GENERAL INFORMATION – ACQUISITION

1.1 General

1.2 Mbeta Project Overview

1.3 Summary of Transaction

2. RESOLUTIONS 1 AND 2 – ISSUE OF SHARES IN CONSIDERATION FOR ACQUISITION

2.1 General

2.2 Technical information required by ASX Listing Rules 7.1 and 10.11

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

3.1 General

3.2 Technical information required by ASX Listing Rule 7.4

4. RESOLUTION 4 – APPROVAL OF TRANCHE 2 PLACEMENT

4.1 General

4.2 Technical information required by ASX Listing Rule 7.1

5. RESOLUTIONS 5 TO 10 – ISSUE OF OPTIONS AND SHARES TO RELATED PARTIES

5.1 General

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

6. RESOLUTION 11 – PLACEMENT OF OPTIONS IN CONSIDERATION FOR SERVICES PROVIDED DJ CARMICHAEL

6.1 General

6.2 Technical information required by ASX Listing Rule 7.1

7. RESOLUTION 12 – ELECTION OF KIM ECKHOF

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) Reconstruction of capital

(j) Participation in new issues

(k) Change in exercise price

(l) Transferability

SCHEDULE 2 – VALUE OF RELATED PARTY OPTIONS

HOLDER NUMBER

PROXY FORM – GENERAL MEETING

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

VOTING ON BUSINESS OF THE GENERAL MEETING

SIGNATURE OF SHAREHOLDER(S):

INSTRUCTIONS FOR COMPLETING PROXY FORM

2.

3.

( Signing instructions ):

4.

Proxy Forms received later than this time will be invalid.

More from MEEKA METALS LIMITED

MEEKA METALS LIMITED Proxy Solicitation & Information Statement 2018