METALS AUSTRALIA LTD — AGM Information 2015

Oct 22, 2015

Metals Australia Ltd ACN 008 982 474

Notice of Annual General Meeting

Explanatory Statement

and

Proxy Form

10:30 am (WST) on Friday 27 November 2015 Celtic Club, 48 Ord Street, West Perth, Western Australia

METALS AUSTRALIA LTD ACN 008 982 474

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Members of Metals Australia Ltd ( MLS or the Company ) will be held on Friday, 27 November 2015 commencing at 10:30am (WST) at the Celtic Club, 48 Ord Street, West Perth, Western Australia.

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered. Terms used in this Notice of Annual General Meeting have the meaning given to them in the "Definitions" section contained in the Explanatory Statement.

AGENDA

BUSINESS OF THE MEETING

A. Accounts and reports

To receive and consider the Financial Statements and the Reports of the Directors and the Auditors for the year ended 30 June 2015.

B. Resolution 1 – Adoption of the Remuneration Report

To consider and, if thought fit, pass with or without amendment, the following as a non-binding ordinary resolution :

"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company’s Annual Report for the financial year ended 30 June 2015 be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors of the Company.

Voting prohibition statement

==> picture [414 x 256] intentionally omitted <==

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

||||
|---|---|---|
|A vote on this resolution must not be cast (in any capacity) by or on behalf of any of the|
|following persons:|
||a member of the Key Management Personnel, details of whose remuneration are|
|included in the Remuneration Report; or|
||a Closely Related Party of such a member,|
|(collectively referred to as a|Prohibited Voter|).|
|However, the Company need not disregard a vote if:|
||it is cast by a person as a proxy appointed by writing that specifies how the proxy|
|is to vote on the proposed resolution; and|
||it is not cast on behalf of a Prohibited Voter.|
|Further, a Prohibited Voter who is appointed as a proxy will not vote on resolution1 unless:|
||the appointment specifies the way the proxy is to vote on resolution 1; or|
||the proxy is the Chairman of the Meeting and the appointment expressly authorises|
|the Chairman to exercise the proxy even though the resolution is connected directly|
|or indirectly with the remuneration of a member of the Key Management Personnel.|
|Shareholders should note that the Chairman intends to vote any undirected proxies|
|in favour of resolution 1.|
|Shareholders may also choose to direct the Chairman to vote against resolution 1 or to|
|abstain from voting.|

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

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C. Resolution 2 – Spill Resolution

If less than 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report, the Chairman will withdraw Resolution 2.

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

“That, for the purposes of section 250V(1) of the Corporations Act and for all other purposes, approval is given for:

• (1) the Company to hold another meeting of Shareholders (the “Spill Meeting”) be held within 90 days of the date of this Meeting;

• (2) all of the non-executive Directors to cease to hold immediately before the end of the Spill Meeting; and

• (3) resolutions to appoint persons to offices that will be vacated pursuant to (2) to be put to the vote at the Spill Meeting.”

Voting prohibition statement

A vote on this resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• a Closely Related Party of such a member,

• (collectively referred to as a Prohibited Voter ).

However, the Company need not disregard a vote if:

• it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• it is not cast on behalf of a Prohibited Voter.

Further, a Prohibited Voter who is appointed as a proxy will not vote on resolution1 unless:

• the appointment specifies the way the proxy is to vote on resolution 1; or

• the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chairman intends to vote any undirected proxies in favour of this resolution.

Shareholders may also choose to direct the Chairman to vote against this resolution or to abstain from voting.

D. Resolution 3 - Re-election of a Director

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

“That Hersh Solomon Majteles, who retires by rotation in accordance with the Company’s Constitution, be re-elected a Director of the Company.”

E. Resolution 4 - Approval for a proposed Share and option issue

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

“That, pursuant to Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 90,000,000 ordinary fully paid Shares, together with a maximum of one free attaching Option for every Share allotted (each Option being exercisable at $0.003 on or before 31 August 2018 and on the terms and conditions set out in Annexure A to the Explanatory Statement) at a minimum issue price per Share which is at least 80% of the volume weighted average market price of Shares trading on ASX over the last 5 days on which sales in the securities were recorded before the day on which the issue was made (or if there is a prospectus or offer information statement relating to the issue, over the last 5 days on which sales in the securities were recorded before the date the prospectus or offer information statement is signed), on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting."

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Voting prohibition statement

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any person associated with 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 directions on the proxy form or if 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.

F. Resolution 5 - Approval for 10% placement facility under Listing Rule 7.1A

To consider, and if thought fit, to pass the following as a special resolution :

"That, for the purpose of Listing Rule 7.1A and all other purposes, the Company approves the allotment and issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

Voting Prohibition Statement

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and associates of those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote 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 Entitlements

For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken to be held by persons who are registered as holding Shares at 10:30 am (WST) on 25 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

BY ORDER OF THE BOARD

Norman Grafton Company Secretary 21 October 2015

Your annual report is available online, simply visit: www.metals australia.com.au

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EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of members of METALS AUSTRALIA LTD ACN 008 982 474 in connection with the business to be conducted at the Annual General Meeting of members to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia, on 27 November 2015 at 10:30 am (WST).

This Explanatory Statement forms part of, and should be read in conjunction with, the accompanying Notice of Annual General Meeting.

Shareholders should note that all the Directors approved the proposal to put the resolutions to shareholders as outlined in the Notice of Annual General Meeting and to prepare this Explanatory Statement.

FINANCIAL REPORTS

The Corporations Act requires the Company to lay before the Annual General Meeting its annual financial report and reports of the Directors and Auditor for the last financial year. The annual financial report of the Company for the year ended 30 June 2015 is available on its website at www.metalsaustralia.com.au.

Shareholders are not required to vote on these reports. However, shareholders will be given a reasonable opportunity at the Meeting to comment on, or to ask questions about, the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Auditor questions relevant to the Auditor’s report, the conduct of the audit, accounting policies adopted by the Company and the independence of the Auditor.

Written questions to the Company’s Auditor about the content of the Auditor’s report or the conduct of the audit may be submitted no later than 20 November 2015 to:

Metals Australia Ltd PO Box 1618 West Perth WA 6872.

Facsimile: +618 9481 7835 Email: norman@kmm.com.au

Copies of the questions, if any, to the Company’s Auditor will be available at the meeting.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

Under Section 250R(2) of the Corporations Act, the Company must put to its shareholders at each annual general meeting a resolution adopting the report on remuneration of the Company’s Directors, Secretary and senior managers.

The Remuneration Report of the Company for the financial year ended 30 June 2015 is included in the Directors’ Report in the Company’s 2015 Annual Report. It is also available on the Company’s website at www.metalsaustralia.com.au.

The Remuneration Report includes:

• An explanation of the Company’s policy in relation to the nature and amount of remuneration paid to Directors, Secretary and senior executives of the Company;

• A discussion of the link between this policy and the Company’s performance;

• Details of any element of the remuneration of Directors and executives of the Company which is dependent upon the satisfaction of a performance condition; and

• Details of the total remuneration of each Director (including a breakdown of components of that remuneration) and the senior executives of the Company who receive the highest remuneration.

The Chairman of the meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the Remuneration Report. In addition, the Corporations Act requires that shareholders be asked to vote on the Remuneration Report. The vote on this resolution is advisory only and does not bind

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the Company. However, when setting remuneration policy for future years, the Board will take into consideration the outcome of the vote as well as any discussion at the meeting.

As explained below, the outcome of the vote on this Resolution may have consequences for the Company.

Potential consequences flowing from the outcome of the vote.

A Company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of Directors of the Company (Spill Resolution) if, at consecutive Annual General Meetings, at least 25% of the votes cast on a Remuneration Report resolution are voted against adoption of the Remuneration Report and at the first of those Annual General Meetings a Spill Resolution was not put to the vote. If required, the Spill Resolution must be put to the vote at the second of those Annual General Meetings.

If more than 50% of the votes cast are in favour of the Spill Resolution, the Company must convene a shareholder meeting (Spill Meeting) within 90 days of the second Annual General Meeting.

All of the Directors who were in office when the 2015 Directors’ Report was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting, those persons whose election or re-election as Directors of the Company will be Directors of the Company.

Previous voting results

At the Company’s previous Annual General Meeting the votes cast against the Remuneration Report considered at that Annual General Meeting were amounted to 26.51%. Accordingly, the Spill Resolution will be relevant for this Annual General Meeting if at least 25% of the votes cast on the Remuneration Report resolution are voted against adoption of the Remuneration Report.

Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following restrictions placed on certain proxies:

Proxy being appointed	Directed votes	Undirected votes
Key Management Personnel (other than the Chairman)1	Can vote directed votes	Cannot vote undirected votes~~3~~
Chairman~~2~~	Can vote directed votes	Can vote at discretion of Proxy~~4~~
Other third party	Can vote directed votes	Can vote at discretion of Proxy

Notes:

• (1) Refers to Key Management Personnel (other than the Chairman) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

• (2) Refers to the Chairman (where he is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member.

• (3) Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

• (4) The Proxy Form notes that it is the Chairman’s intention to vote all undirected proxies in favour of all Resolutions. The Proxy Form states that by appointing the Chairman as a Proxy (or where the Chairman becomes Proxy by default) the shareholder gives the Chairman express authority to exercise the proxy on Resolution 1 (except where indicated differently) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chairman.

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RESOLUTION 2 - SPILL RESOLUTION

If less than 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report, the Chairman will withdraw Resolution 2.

The Corporations Act requirements for this Resolution to be put to the vote are set out above.

The effect of this Resolution being passed is that the Company will be required to hold another meeting of Shareholders (Spill Meeting) within 90 days of the date of this Meeting and the Vacating Directors will cease to hold office immediately before the end of the Spill Meeting. The business of the Spill Meeting will be to put resolutions to appoint persons to offices vacated by the Vacating Directors.

In the event a Spill Meeting is required, a separate Notice of Meeting will be distributed to Shareholders with details about those persons that will seek election as Directors of the Company at the Spill Meeting.

Proxy voting restrictions

Shareholders appointing a Proxy for this Resolution should note the voting restrictions set out for the previous Resolution apply in the same manner to this Resolution.

RESOLUTION 3 - RE-ELECTION OF A DIRECTOR

Pursuant to the Company's Constitution, Hersh Solomon Majteles, being a Director of the Company, retires by way of rotation and, being eligible, offers himself for re-election as a Director of the Company.

Mr Majteles is a commercial lawyer and has been in private practice in Western Australia since 1972. He has been a board member of a number of publicly listed companies involved in the mining, resources, energy and biotech sectors for over twenty five years. Mr Majteles is also a Director of Blaze International Limited, Prime Minerals Limited, Power Resources Limited, and Chairman of Promesa Limited.

RESOLUTION 4 - APPROVAL FOR A PROPOSED SHARE AND OPTION ISSUE

Subject to shareholder approval, pursuant to Listing Rule 7.1, the Company proposes to issue up to 90,000,000 Shares and 90,000,000 Options (each Option exercisable at $0.003 on or before 31 August 2018) for a total of 180,000,000 securities.

Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities where the securities proposed to be issued represent more than 15% of the Company’s shares then on issue.

For the purposes of Listing Rule 7.3, the following information is provided to shareholders:

• a) The maximum number of Securities which may be issued pursuant to this resolution is 180,000,000.

• b) The Shares and Options will be issued and allotted no later than 3 months after the date of this meeting or such later date as approved by ASX by waiver to the Listing Rules.

• c) The Shares and Options will be allotted and issued on one date.

• d) The Shares will be issued at a minimum issue price which is at least 80% of the weighted average market price of Shares trading on ASX over the last 5 days on which sales in the securities were recorded before the day on which the issue was made (or if there is a prospectus or offer information statement relating to the issue, over the last 5 days on which sales in the securities were recorded before the date the prospectus or offer information statement is signed). The Options are to be issued free.

• e) The proposed allottees are unknown at the date of the Notice of Meeting but will not be related parties of the Company and will be selected at the Directors discretion.

• f) The terms of the Shares will be the same as the existing ordinary fully paid Shares in the Company and the terms of the Options are set out in Annexure A to this Notice.

• g) The purpose of the issue is for ongoing mineral exploration and additional working capital.

The Board of Directors unanimously recommends Shareholders vote in favour of this resolution.

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RESOLUTION 5 - APPROVAL FOR 10% PLACEMENT FACILITY

5.1 Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of their issued share capital over a 12 month period after the annual general meeting at which a resolution for the purposes of Listing Rule 7.1A is passed by special resolution ( Additional 10% Placement Capacity ). The Additional 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An entity will be eligible to seek approval under Listing Rule 7.1A if: (a) the entity has a market capitalisation of $300 million or less; and (b) the entity that is not included in the S&PASX 300 Index. The Company is an eligible entity for the purposes of Listing Rule 7.1A.

The number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula set out in Listing Rule 7.1A.2.

The Company is putting this Resolution to Shareholders to seek approval to issue additional Equity Securities under the Additional 10% Placement Capacity. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied towards the Company’s exploration activities, the acquisition of new assets (should suitable assets be found), administration costs and general working capital.

5.2 Listing Rule 7.1A

The effect of this Resolution will be to permit the Company to issue the Equity Securities under Listing Rule 7.1A during the Additional Placement Period (as defined below) without using the Company’s 15% placement capacity under Listing Rule 7.1.

Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice the Company has Shares and unlisted Options on issue.

Based on the number of Shares on issue at the date of this Notice, the Company will have 819,951,110 Shares on issue and therefore, subject to Shareholder approval being sought under this Resolution, 81,995,111 Equity Securities will be permitted to be issued in accordance with Listing Rule 7.1A. Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Additional 10% Placement Capacity is a moving calculation and will be based the formula set out in Listing Rule 7.1A.2 at the time of issue of the Equity Securities. The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

This is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

5.3 Specific information required by Listing Rule 7.3A.1

The following information in relation to the Shares to be issued is provided to Shareholders for the purposes of Listing Rule 7.3A.1:

• (a) the Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities over the previous 15 Trading Days on which trades in the relevant class of share were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If this Resolution is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:

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• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• (ii) the Equity Securities may be issued: (1) at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities; or (2) as consideration (or part thereof) for the acquisition of a new asset, both of which may have an effect on the amount of funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity.

The table below shows the dilution of existing Shareholders of the issue of the maximum number of Equity Securities under the Additional 10% Placement Capacity using different variables for the number of ordinary securities for variable “A” (as defined in Listing Rule 7.1A) and the market price of Shares. It is noted that variable “A” is based on the number of ordinary securities the Company has on issue at the time of the proposed issue of Equity Securities.

The table shows:

• (i) examples of where variable “A” is at its current level, and where variable “A” has increased by 50% and by 100%;

• (ii) examples of where the issue price of ordinary securities is the current market price as at close of trade on 15 October 2015, being $0.005, ( current market price ), where the issue price is halved, and where it is doubled; and

• (iii) the dilutionary effect will always be 10% if the maximum number of Equity Securities that may be issued under the Additional 10% Placement Capacity are issued.

Variable ‘A’	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect		Dilution
		$0.0005 Issue Price at half the current market price	$0.001 Issue Price at current market price	$0.002 Issue Price at double the current market price
Current Variable A 819,951,110 Shares	Shares issued	81,995,111	81,995,111	81,995,111
	Funds raised	$40,998	$81,995	$163,990
	**Dilution **	10%	10%	10%
50% increase in current Variable A 1,229,926,665 Shares	Shares issued	122,992,667	122,992,667	122,992,667
	Funds raised	$61,496	$122,993	$245,985
	**Dilution **	10%	10%	10%
100% increase in current variable A 1,639,902,220 Shares	Shares issued	163,990,222	163,990,222	163,990,222
	Funds raised	$81,995	$163,990	$327,980
	**Dilution **	10%	10%	10%

Note : This table assumes:

• No Options are exercised before the date of the issue of the Equity Securities;

• The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders;

• The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting; and

• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (c) Approval of the Additional 10% Placement Capacity will be valid from the date of the Annual General Meeting and will expire on the earlier of:

• (i) the date that is 12 months after the date of the Annual General Meeting; and

• (ii) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

• (d)

• The Company may seek to issue the Equity Securities for the following purposes:

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• (i) cash consideration. If Equity Securities are issued for cash consideration, the Company intends to use the funds for the Company’s exploration activities at the Company’s projects in Namibia and Australia administration costs and general working capital; or

• (ii) non-cash consideration for the acquisition of the acquisition of new assets (should suitable assets be found). If Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market.

  • The Company will comply with the disclosure obligations under Listing Rules 7.1A.3 and 3.10.5A upon issue of any Equity Securities.

• (e) The identity of the allottees will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities, including consideration of matters including, but not limited to:

• (i) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by means of an entitlements offer, or a placement and an entitlements offer;

• (ii) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of proposed issued of Equity Securities;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

• (f) The allottees under the Additional 10% Placement Capacity have not been determined as at the date of this Notice but will not include related parties (or their associates) of the Company.

• (i) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its Annual General Meeting on 30 November 2012.

• (ii) For the purposes of Listing Rule 7.3A.6, shareholders are advised that no equity securities were issued in the twelve months preceding the date of the meeting.

• (g) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not determined its allocation policy for the issue of Equity Securities under the Additional 10% Placement Capacity. The Company has not approached, and has not yet determined to approach, any particular existing security holders or an identifiable class of existing security holders to participate in an offer under the Additional 10% Placement Capacity therefore no existing security holders votes would be excluded under the voting exclusion statement included in this Notice.

5.4 Directors’ Recommendation

The Board recommends Shareholders vote in favour of this resolution.

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DEFINITIONS

Accounting Standards	has the meaning given to that term in the Corporations Act.
Additional 10%	has the meaning set out on page 8.
Placement Capacity
ASX	means ASX Limited and where the context permits, the Australian Securities
	Exchange operated by ASX Limited.
ASX Listing Rules	means the Listing Rules of the ASX
Board	means the current Board of Directors of the Company.
Closely Related Party	has the meaning given to that term in the Corporations Act.
Company	means Metals Australia Ltd ACN 008 982 474.
Constitution	means the Company’s constitution
Corporations Act	means Corporations Act 2001 (Cth).
Director	means a Director of the Company.
Equity Securities	has the meaning given to that term in the Listing Rules.
Explanatory Statement	means the explanatory statement accompanying the Notice.
Key Management Personnel	has the meaning given to that term in the Accounting Standards.
Listing Rules	means the official listing rules of ASX.
Notice	means the Notice of Annual General Meeting accompanying this
	Explanatory Statement and the Proxy Form.
Option	means an Option to acquire a Share.
Proxy Form	means the Proxy Form accompanying the Notice.
Share	means a fully paid ordinary share in the issued capital of the Company.
Shareholder	means a holder of Shares.
Trading Day	means a day determined by ASX to be a trading day in accordance with the
	Listing Rules.
Vacating Directors	means the Directors who were Directors of the company when the
	resolution to make the Directors’ Report considered at het last Annual
	General Meeting of the Company was passed.
WST	means Australian Western Standard Time.

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ANNEXURE "A"

Terms and Conditions of Options

The terms and conditions of the Options are as follows:

• a) Each Option shall entitle the Option holder, when exercised, to one fully paid ordinary share in the Company (“Share”).

• b) The Options are exercisable wholly or in part at any time prior to 5.00 pm (WST) on 31 August 2016 (“Expiry Date”). The Options not exercised by that date shall lapse.

• c) Each Option may be exercised by notice in writing to the Company, together with the payment for the number of shares in respect of which the Options are exercised, at any time before the Expiry Date. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

• d) The Option exercise price is $0.003 per Option.

• e) An Option does not confer the right to a change in exercise price or a change in the number of the underlying Shares over which the Option can be exercised.

• f) Shares issued upon exercise of the Options will be issued following receipt of all the relevant documents and payments and will rank equally in all respects with the then issued Shares.

• g) The Options are not to be quoted on ASX and the Company is under no obligation to apply for quotation of the Options on ASX. The Company may apply for quotation on ASX of the Options.

• h) The Company will apply for quotation on ASX of all Shares issued upon exercise of the Options.

• i) Subject to the Corporations Act, the Constitution and the Listing Rules, the Options are freely transferable.

• j) There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of securities offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 Business Days after the issue is announced so as to give Option holders the opportunity to exercise their Options before the date for determining entitlements to participate in any issue.

• k) If at any time the issued capital of the Company is reorganised, the rights of an Option holder are to be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

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METALS AUSTRALIA LTD ACN 008 982 474 FORM OF PROXY

The Secretary Metals Australia Ltd 1st Floor, 8 Parliament Place West Perth, WA, 6005

Facsimile: (08) 9481 7835

I/We……………………………………………………………………………………………...…………………………………….….

of……………………..……………………………………………………………………………………………………………………

being a shareholder of Metals Australia Ltd hereby appoint as my/our proxy

the Chairman OR Of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate 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 (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held on Friday, 27 November 2015 at 10:30am (WST) and at any adjournment thereof.

AUTHORITY FOR CHAIRMAN TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chairman as my/our proxy (or where the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 2 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 2 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chairman.

CHAIRMAN’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chairman intends to vote undirected proxies in favour of each Resolution in which he is entitled to vote, with the exception of Resolution 2, where he intends to vote against the Resolution.

OR

Should you desire to direct the proxy how to vote, then please tick the appropriate box below:

RESOLUTIONS
	FOR	AGAINST	ABSTAIN
1. Adoption of Remuneration Report	☐	☐	☐
2. Spill Resolution	☐	☐	☐
3. Re-election of Hersh Solomon Majteles as a Director	☐	☐	☐
4. Approval for a Proposed Share and Option Issue – Rule 7.1	☐	☐	☐
5. Additional 10% Placement facility - Rule 7.1A	☐	☐	☐

If no directions are given, the proxy may vote as he thinks fit or may abstain

If the member is an individual or joint holder:

…………………….. ……………………… Usual Signature Usual Signature Dated this ………………… day of ……………………… 2015. If the member is a Company: Signed in accordance with the Constitution of the company in the presence of: ……………………………. …………………. Director/Sole Director/Secretary Director/Secretary

Dated this …………………. day of ……………………. 2015.

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METALS AUSTRALIA LTD ACN 008 982 474

NOTES

1. A member entitled to attend and vote is entitled to appoint a proxy. A member that 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.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (1[st] Floor, 8 Parliament Place, West Perth, Western Australia, 6005) or sent by facsimile to that office on Fax: 08 94817835 to be received not less than 48 hours prior to the time of the meeting.

5. The proxy form must be signed personally by the member or his attorney duly authorised in writing. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution and s.127 of the Corporations Act, or its duly authorised attorney. In the case of joint members, the proxy must be signed by at least one of the joint members, personally or by a duly authorised attorney.

6. The Chairman intends to vote all undirected proxies in favour of the resolutions.

7. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

8. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

9. (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolutions, the proxy must not vote on a show of hands; and

10. (c) if the proxy is Chairperson, the proxy must vote on a poll and must vote that way, and

11. (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

Attendance and Voting Eligibility

For the purposes of the meeting, securities will be taken to be held by the persons who are registered holders at 10:30 am on 25 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

A member of the Company entitled to attend and vote at the meeting shall be entitled to appoint not more than two other persons (whether members of the company or not) as the member’s proxy or proxies, to attend and vote on the member’s behalf. Where two proxies are appointed the appointments shall be of no effect unless each proxy is appointed to represent a specified proportion of the member’s voting rights. Forms of proxy must be deposited at the registered office of the company in West Perth not less than forty-eight (48) hours before the time appointed for the holding of the meeting.

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