METAL BANK LIMITED — Proxy Solicitation & Information Statement 2013

May 14, 2013

Metal Bank Limited

(ACN 127 297 170)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Time: 11.00am Date: 13 June 2013

Place: Watson Mangioni Boardroom, Level 13, 50 Carrington Street, Sydney 2000

This Notice of Meeting and Explanatory Statement should be read in its entirety. If shareholders are in any 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 and Explanatory Statement, please contact Guy Robertson, Company Secretary on +61 2 9078 7666.

MBK EGM 11 June 2013 FINAL FINAL

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Notice of Extraordinary General Meeting

Notice is given that the Extraordinary General Meeting of Shareholders ( General Meeting ) of Metal Bank Limited ( Metal Bank or Company ) will be held at 11.00am (AEST) on 13 June 2013 at the Boardroom of Watson Mangoni at Level 13, 50 Carrington Street, Sydney, NSW 2000.

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

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

Your Vote is Important

The business of the Extraordinary General Meeting affects your Shareholding and your vote is important.

Voting Eligibility

The Directors of the Company have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders of the Company at 11.00am (AEST) on 11 June 2013.

Voting in Person

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

Voting by Proxy

1. ( Appointing a Proxy ): A Shareholder who is entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote for the Shareholder at the meeting. A Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint a second proxy. The appointment of the second proxy must be done on a separate copy of the proxy form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder’s voting rights. If a Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a Shareholder of the Company.

2. ( Direction to Vote ): A proxy need not vote in that capacity on a show of hands on any Resolution nor (unless the proxy is the Chairman of the Meeting) on a poll. However, if the proxy’s appointment specifies the way to vote on a Resolution, and the proxy decides to vote in that capacity on that

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Resolution, the proxy must vote the way specified (subject to the other provisions of this Notice of Meeting, including the voting exclusions noted below).

1. ( Voting restrictions with respect to undirected proxies ) The Chairman of the Meeting intends to vote undirected proxies (where he has been appropriately authorised, having regard to the voting restrictions set out in this Notice of Meeting) in favour of each Resolution.

2. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form (and attach any authority under which it is signed or a copy which appears on its face to be an authentic copy) by:

3. (a) post to Metal Bank Limited, Level 9, 50 Margaret Street, Sydney, NSW 2000; or

4. (b) facsimile to the Company on facsimile number +61 2 9078 7661,

5. 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.

Corporate Representative

A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the meeting. Unless it has previously been given to the Company, the representative should bring evidence of their appointment to the General Meeting, together with any authority under which it is signed. The appointment must comply with section 250D of the Corporations Act 2001.

Attorney

A Shareholder may appoint an attorney to vote on their behalf. To be effective for the Meeting, the instrument effecting the appointment (or a copy which appears on its face to be an authentic copy) must be received by the deadline for the receipt of proxy forms (see above), being no later than 48 hours before the Meeting.

Majority Required

Resolutions 1-5 are ordinary resolutions and will be passed if more than 50% of the votes cast by Shareholders entitled to vote on the Resolutions are cast in favour of the Resolutions 1-5.

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AGENDA

1 Resolution 1 – Ratification of prior issue of 7,772,500 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 allotment and issue of 7,772,500 Shares to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Statement. ”

2 Resolution 2 – Ratification of prior issue of 4,227,500 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 allotment and issue of 4,227,500 Shares to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Statement. ”

– 3 Resolution 3 Approval to issue 70,000,000 Shares

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

“ That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of 70,000,000 Shares to sophisticated and institutional investors on the terms and conditions set out in the Explanatory Statement.”

4 Resolution 4 – Approval to issue 40,000,000 Options

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

“ That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 40,000,000 Options to sophisticated and institutional investors on the terms and conditions set out in the Explanatory Statement. ”

5 Resolution 5 – Ratification of prior issue of 1,000,000 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 allotment and issue of 1,000,000 Shares to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Statement. ”

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VOTING EXCLUSION STATEMENTS

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on the Resolutions by the following persons:

**RESOLUTION **	PERSONS EXCLUDED FROM VOTING
1. Ratification of prior issue of 7,772,500 Shares	•Any person who participated in the issue; and •Any of their respective associates.
2. Ratification of prior issue of 4,227,500 Shares	•Any person who participated in the issue; and •Any of their respective associates.
3. Approval to issue 70,000,000 Shares	•Any person who may participate in the proposed issue; •Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the Resolution is passed; and •Any of their respective associates.
4. Approval to issue 40,000,000 Options	•Any person who may participate in the proposed issue; •Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the Resolution is passed; and •Any oftheir respective associates.
5. Ratification of prior issue of 1,000,000 Shares	•Any person who participated in the issue; and •Any oftheir respective associates.

However, the Company need not disregard a vote if:

• (a) It is cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy appointment form; or

• (b) 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.

Dated 13 May 2013

Guy Robertson Executive Director

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business specified to be conducted at the General Meeting to be held in the Boardroom of Watson Mangioni at Level 13, 50 Carrington Street, Sydney NSW 2000 on 13 June 2013 at 11am (AEST). The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

The Directors recommend that Shareholders read this Explanatory Statement in full in conjunction with the accompanying Notice of Meeting of which this Explanatory Statement forms a part.

1. Resolution 1 – Ratification of prior issue of 7,772,500 Shares

On 16 April 2013 the Company made a placement of 12,000,000 shares to institutional and sophisticated investors. Of these Shares 7,772,500 Shares were issued within the 15% capacity permitted under ASX Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 of the issue of 7,772,500 Shares under ASX Listing Rule 7.1.

1.1 ASX Listing Rule Requirements

ASX Listing Rule 7.1 permits a company to issue securities representing no more than 15% of the issued capital of that company in any 12 month period without shareholder approval. The Company issued the Shares within the 15% capacity permitted under ASX Listing Rule 7.1. However, ASX Listing Rule 7.4 allows an issue of securities made without the approval of shareholders to be treated as having been made with approval for the purposes of ASX Listing Rule 7.1 provided the issue did not breach ASX Listing Rule 7.1 and shareholders subsequently approve the issue.

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.

1.2 ASX Listing Rule Disclosure Requirements

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars in relation to the Placement:

1.2.1 The number of securities allotted

7,772,500 Shares were allotted.

1.2.2 The price at which the securities were issued

The Shares were issued at a price of $0.02 per Share.

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1.2.3 The terms of the securities

The Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

1.2.4 Names of the allottees (if known) or basis on which allottees were determined

The allotment was made to institutional and sophisticated investors being clients of Pinnacle Equities Pty Limited (AFSL No 300766), and was not made to any related party of the Company.

1.2.5 The use or intended use of the funds raised

The funds raised will be used to fund further exploration at the Company’s projects, for new project review and for working capital purposes.

1.2.6 Voting Exclusion

A voting exclusion statement forms part of this Notice.

1.3 Recommendation of Directors

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

2. Resolution 2 – Ratification of prior issue of 4,227,500 Shares

On 16 April 2013 the Company made a placement of 12,000,000 shares to institutional and sophisticated investors. Of these Shares 4,227,250 Shares were issued within the 10% capacity permitted under ASX Listing Rule 7.1A pursuant to the authority given by Shareholders at the Annual General Meeting held on 30 November 2012.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 of the issue of 4,227,250 Shares under ASX Listing Rule 7.1A.

2.1 ASX Listing Rule Requirements

ASX Listing Rule 7.1A provides that a company may seek Shareholder approval at its annual general meeting to allow it to issue Securities up to 10% of its issued capital, provided that it is an eligible entity (Eligible Entity).

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

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

At the time approval was obtained, the Company was an Eligible Entity as it was not included in the S&P/ASX 300 Index and had a market capitalisation of $2,000,000.

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

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have been made with shareholder approval for the purpose of ASX Listing Rule 7.1A.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 10% annual placement capacity set out in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

2.2 ASX Listing Rule Disclosure Requirements

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars in relation to the Placement:

2.2.1 The number of securities allotted

4,227,500 Shares were allotted.

2.2.2 The price at which the securities were issued

The Shares were issued at a price of $0.02 per Share.

2.2.3 The terms of the securities

The Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

2.2.4 Names of the allottees (if known) or basis on which allottees were determined

The allotment was made to institutional and sophisticated investors being clients of Pinnacle Equities Pty Limited (AFSL No 300766), and was not made to any related party of the Company.

2.2.5 The use or intended use of the funds raised

The funds raised will be used to fund further exploration at the Company’s projects, for new project review and for working capital purposes.

2.2.6 Voting Exclusion

A voting exclusion statement forms part of this Notice.

2.3 Recommendation of Directors

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

– 3. Resolution 3 Approval to issue 70,000,000 Shares

3.1 Background

The Company is continuing exploration on its existing projects at Spinifex Ridge East and at Killi Killi South. In addition the Company is continuing to review new project opportunities and requires funds for general working capital purposes.

The Company has put in place a share facility with Gurney Capital Limited, of $800,000 to enable it to continue exploration work, continue the review of new project acquisitions and to provide for ongoing working capital. Under the subscription agreement which has been entered into by the Company, the Company has the ability to raise up to $800,000 by the issue of Shares at 80 per cent of their volume weighted average price. Drawdowns under the share facility are in the control of the Company.

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This resolution seeks shareholder approval to issue up to 70,000,000 Shares, including Shares that may be issued under the share facility.

3.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

Resolution 2 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 70,000,000 Shares. The effect of such approval is that any such Shares will not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

3.3 ASX Listing Rule Disclosure Requirements

In compliance with the information requirements of ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Shares:

• 3.3.1 The maximum number of securities the entity is to issue

The maximum number of Shares to be issued is 70,000,000 Shares.

• 3.3.2 The date by which the entity will issue the securities

Subject to Shareholder approval, the Shares will be allotted and issued no later than three months after the date of the Meeting, or such later date as may be approved by the ASX.

3.3.3 Issue price of securities

The Shares will be issued at a price that is at least 80% of the volume weighted average market price for Shares, where the average is calculated, in accordance with ASX Listing Rule 7.3.3, over the last five days on which sales in Shares were recorded before the day on which the issue was made or, if there was a prospectus, Product Disclosure Statement or offer information statement relating to the issue, over the last 5 days on which sales in the Shares were recorded before the date the prospectus, Product Disclosure Statement or offer information statement is signed.

3.3.4 Terms of the securities

The Shares 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.

3.3.5 Names of the allottees or basis on which allottees were determined

The Securities will be allotted to Gurney Capital or its nominees. A share drawdown facility has been put in place with Gurney Capital Pty Limited, see 2.1 above.

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• 3.3.6 The use or intended use of the funds raised

Funds raised will be used to further exploration of projects, for general working capital purposes and for investigating new projects.

• 3.3.7 The dates of allotment or a statement that allotment will occur progressively See paragraph 2.3.2.

• 3.3.8 Voting Exclusion

A voting exclusion statement forms part of this Notice.

3.4 Recommendation of Directors

The Directors unanimously recommend the Shareholders vote in favour of Resolution 3.

– 4. Resolution 4 Approval to issue 40,000,000 Options

4.1 Background

Resolution 4 seeks Shareholder approval for the allotment and issue of up to 40,000,000 Options to advisors assisting the Company in capital raising and providing corporate advisory services including reviewing and advising on mining projects and the acquisition of new projects.

4.2 ASX Listing Rule Disclosure Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

Resolution 4 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of a total of up to 40,000,000 Options as described above. The effect of such approval is that those Options will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

4.3 Information Required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3, the following information is provided in relation to the Option Placement:

• 4.3.1 The maximum number of securities the entity is to issue

The maximum number of securities to be issued is 40,000,000 Options and the maximum number of Shares to be issued if the 40,000,000 Options all become exercisable and are exercised is 40,000,000.

4.3.2 The date by which the entity will issue the securities

The Options will be issued no later than three months after the date of the Meeting, or such later date as may be approved by ASX.

4.3.3 The issue price of the securities

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The allottees will pay $0.0001 per Option, raising a total of $4,000 (before costs).

4.3.4 The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The options will be issued to Pinnacle Equities Pty Limited or its nominees. Pinnacle Equities is not a related party or Associate.

4.3.5 The terms of the securities

The Options will have an exercise price of $0.03 and will expire on 31 March 2015. The Options will be issued on the terms and conditions set out in Annexure A.

4.3.6 The intended use of the funds raised

Up to $4,000 (before costs) will be raised from the issue of the Options which will be used for general working capital. If all of the Options become exercisable and are exercised, $1,200,000 will be raised which will be used for exploration costs and general working capital.

4.3.7 The dates of allotment or a statement that allotment will occur progressively

The Options will be allotted progressively.

4.3.8 Voting Exclusion

A voting exclusion statement forms part of this Notice.

4.4 Recommendation of Directors

The Directors unanimously recommend Shareholders vote in favour of Resolution 4.

5. Resolution 5 – Ratification of prior issue of 1,000,000 Shares

On 10 October 2012 the Company issued 1,000,000 shares to a consultant for services rendered.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for this share issue.

5.1 ASX Listing Rule Requirements

ASX Listing Rule 7.1 permits a company to issue securities representing no more than 15% of the issued capital of that company in any 12 month period without shareholder approval. The Company issued the Shares within the 15% capacity permitted under ASX Listing Rule 7.1. However, ASX Listing Rule 7.4 allows an issue of securities made without the approval of shareholders to be treated as having been made with approval for the purposes of ASX Listing Rule 7.1 provided the issue did not breach ASX Listing Rule 7.1 and shareholders subsequently approve the issue.

Approval is now sought pursuant to ASX Listing Rule 7.4 to approve the prior issue of the Shares so that the Company retains its capacity to issue up to 15% of its issued capital, if required, in the next 12 months without Shareholder approval.

5.2 ASX Listing Rule Disclosure Requirements

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars in relation to the Placement:

5.2.1 The number of securities allotted

• 1,000,000 Shares were allotted.

• 5.2.2 The price at which the securities were issued

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The Shares were issued at a deemed issue price of $0.05 per Share.

5.2.3 The terms of the securities

The Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

5.2.4 Names of the allottees (if known) or basis on which allottees were determined

The allotment was made to a consultant for services rendered. The consultant was not a related party or associate.

5.2.5 The use or intended use of the funds raised

No funds were raised through the issue which was made in lieu of a cash payment for services rendered.

5.2.6 Voting Exclusion

A voting exclusion statement forms part of this Notice.

5.3 Recommendation of Directors

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

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Glossary

AEST means Australian Eastern Standard Time, in Sydney, New South Wales.

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

ASX Listing Rules means the listing rules of the ASX.

Board means board of directors of the Company.

Business Day means a day (not being a Saturday or Sunday) on which Australian banks (as defined in section 9 of the Corporations Act) are open for general banking business in the capital city of the State.

Company or MBK means Metal Bank Limited (ACN 127 297 170).

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

EGM means the extraordinary general meeting of the Company’s Shareholders to be held by the Company on 11 June 2013 at which the Company will seek Shareholder approval and ratification (as applicable) for the Resolutions summarised in the Notice.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

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

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

Option means an option in the capital of the Company on the terms and conditions set out in Annexure A.

Option Placement means the issue of up to 40,000,000 Options as further described in Section 4 of the Explanatory Statement.

Placement Price means the issue price of Shares issued.

Proxy Form means the proxy form accompanying the Notice of Meeting.

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

Share or Shares or Shareholding means fully paid ordinary share or shares in the capital of the Company.

Shareholder means a holder of a Share.

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Annexure A Terms and Conditions of Options

The terms and conditions of the Options will be as follows:

1. Each Option entitles the holder to acquire one (1) Share.

2. The Options are exercisable at any time from the Option Vesting Date until 5:00pm AEST on 31 March 2015 ( Option Exercise Date ) by completing an Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company or to the share registry of the Company.

3. The Options vest on the date of Grant ( Option Vesting Date ).

4. The Option exercise price is $0.03 per Share.

5. On and from the relevant Option Vesting Date, the Options will be freely transferable in whole or in part at any time prior to expiry.

6. Shares issued on the exercise of an Option will be issued not more than fourteen days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary shares of the Company in all respects. Official Quotation of those Shares on the ASX will be sought.

7. Option holders will be permitted to participate in new issues of securities on the prior exercise of Options in which case the Option holders shall be afforded the period of at least nine business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Options.

8. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

9. If there is a bonus issue to Shareholders, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

10. In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercisable price of the Option may be reduced in accordance with ASX Listing Rule 6.22.

11. Reminder notices will be forwarded to Option holders prior to the expiry of the Options. Options not exercised before the expiry of the Option Exercise Period will lapse.

12. The Options will be recorded on the Company’s register of Option holders maintained at the share registry. The register will be open for inspection by an Option holder free of charge. Shares to be allotted on exercise of Options will be recorded on the Company’s share register.

13. The Options may, with the approval of the Board and the ASX, be quoted on the ASX.

14. The Option holder, if appearing on the Company’s register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

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INSTRUCTIONS FOR COMPLETING PROXY FORM

1. ( Appointing a Proxy ): A Shareholder who is entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote for the Shareholder at the meeting. A Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint a second proxy. The appointment of the second proxy must be done on a separate copy of the proxy form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder’s voting rights. If a Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a Shareholder of the Company.

2. ( Direction to Vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item. Please refer to the voting exclusions for each Resolution for the directions that must be given to the proxy in relation to each resolution.

( 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 to the registry, please attach a copy of the power of attorney to the 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.

• ( 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, sign and return the enclosed Proxy Form (and attach any authority under which it is signed or a copy which appears on its face to be an authentic copy) by:

• post to Metal Bank Limited, Level 9, 50 Margaret Street, Sydney, NSW 2000; or

• facsimile to the Company on facsimile number +61 2 9078 7661;

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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ACN 127 297 170

Metal Bank Limited

Lodge your vote:

• By Mail:

METAL BANK AUSTRALIA LIMITED LEVEL 9, 50 MARGARET STREET SYDNEY, NSW 2000

Alternatively you can fax your form to Facsimile: +61 (0) 2 9078 7661

For all enquiries call:

Telephone: +61 (0) 2 9078 7666

Proxy Form

 Instructions

1. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxyholder(s) in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name

4. that appears on the proxy.

5. If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

6. 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.

7. To be effective, proxies must be delivered by shareholders as follows: Shareholders must deliver their proxies prior to 11.00am (AEST) on 11 June 2013 by mail to Level 9, 50 Margaret Street, Sydney, NSW 2000 or by facsimile at +61 (0) 2 9078 7674 or deliver to the Company at Level 9, 50 Margaret Street, Sydney, NSW 2000.

8. For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 7.00pm (AEST) on 11 June 2013 will be entitled to attend and vote at the Meeting.

9. The Chairman intends to vote in favour of all resolutions set out in the Notice of Meeting.

10. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

11. This proxy should be read in conjunction with the accompanying documentation provided by management of the Company.

12. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.

Turn over to complete the form 

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Metal Bank Limited

Change of address. If incorrect, mark this box and make the correction in the space to the left. Security holders sponsored by a broker (reference number commences with ‘x’) should advise your broker of any changes.

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HIN/SRN

CODE

Please mark  to indicate your directions

 Form of Proxy

•  PLEASE NOTE: This proxy is solicited on behalf of the management of Metal Bank Limited ACN 127 297 170 (the "Company") for use at the meeting of the shareholders of the Company to be held at Watson Mangioni Boardroom, Level 13, 50 Carrington Street, Sydney NSW 2000 on 13 June 2013 at 11.00am (AEST) or any adjournment thereof (the "Meeting").

Appoint a Proxy to Vote on Your Behalf

STEP 1

I/We being a member/s of Metal Bank Limited hereby appoint

the Chairman

OR of the meeting

 PLEASE NOTE: If you leave the section blank, the Chairman of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the Meeting and at any adjournment of that meeting.

If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy please complete the following: Proxy 1 is appointed to represent _% of my voting right and Proxy 2 is appointed to represent _% of my total votes. My total voting right is ____ shares.

 PLEASE NOTE: If the appointment does not specify the proportion or number of votes that the proxy may exercise each proxy may exercise half the votes

With respect to any amendment or variations to the matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting, I/we confer discretionary authority on the person voting on behalf of me/us to vote as that person sees fit. At the time of printing this Form of Proxy, management knows of no such amendment, variation or other matter.

STEP 2

Items of Business

•  PLEASE NOTE: If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and your votes will not be counted in computing the required majority on that item.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below.	FOR	AGAINST	ABSTAIN
Resolution 1 – To ratify the issue of 7,772,500 shares to sophisticated investors			
Resolution 2 - To ratify the issue of 4,227,500 shares to sophisticated investors			
Resolution 3 – To approve the placement of up to 70,000,000 shares			
Resolution 4 – To approve the issue of 40,000,000 share options			
Resolution 5 – To ratify the issue of 1,000,000 shares to consultant			

If no choice is specified, the shareholder is conferring discretionary authority on the proxy to vote at his or her discretion. However, the Chairman intends to vote FOR each of the resolutions.

SIGN

Signing by member

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

Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding) / / Sole Director and Sole[Director/Company ] Director Date Secretary Secretary

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