Metals X Limited — Proxy Solicitation & Information Statement 2008

Feb 7, 2008

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Metals X Limited ABN 25 110 150 055 (“the Company”) will be held at 10.00am (WST) on Wednesday, 12 March 2008 at the Matilda Bay Room, Hyatt Regency Perth, 99 Adelaide Terrace, East Perth, Western Australia.

AGENDA

BUSINESS

The business of the meeting will consist of:

ORDINARY BUSINESS

1) Resolution 1 - Ratification of Share Issue

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

"That, for the purposes of Listing Rule 7.4 of the Official Listing Rules of the Australian Securities Exchange Limited and for all other purposes, the issue on 22 January 2008 of 139,000,000 ordinary shares in the capital of the Company at the issue price of $0.30 per share to APAC Resources Strategic Holdings Limited described in section 1 of the Explanatory Memorandum accompanying this Notice of General Meeting is ratified."

In relation to Resolution 1, pursuant to Listing Rule 7.5.6 of the Official Listing Rules of the Australian Securities Exchange Limited, the Company will disregard any votes cast by APAC Resources Limited or any of its associates. However the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; 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- Approval of Share Issue

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

"That, for the purposes of Listing Rule 7.1 of the Official Listing Rules of the Australian Securities Exchange Limited and for all other purposes, the Company is authorised to issue 59,000,000 fully paid ordinary shares in the capital of the Company at the issue price of $0.30 per share to Jinchuan Group Limited in accordance with the terms described in section 2 of the Explanatory Memorandum accompanying this Notice of General Meeting."

In relation to Resolution 2, pursuant to Listing Rule 7.3.8 of the Official Listing Rules of the Australian Securities Exchange Limited, the Company will disregard any votes cast by Jinchuan Group Limited or any of its associates. However the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; 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.

OTHER BUSINESS

To transact any other business which may be brought forward in accordance with the Company’s Constitution.

VOTING ENTITLEMENT

For the purpose of determining an entitlement to vote at the General Meeting, a person will be recognised as a member if that person is registered as a holder of Metals X Limited shares at 10:00 am on (48 hours before meeting) Monday, 10 March 2008 .

Dated: 8 February 2008

For and on behalf of the Board

F. Van Maanen Company Secretary

NOTES

• (a) A member who is entitled to attend and cast a vote at the meeting is entitled to appoint no more than two proxies (who need not be members of the Company) to attend and vote on a poll in the members place.

• (b) The appointment of two proxies will be of no effect unless each proxy is appointed to represent a specified proportion of the member's voting rights. A single proxy exercises all voting rights.

• (c) The form of proxy must be signed by a member or the member's attorney duly authorised in writing or if the member is a corporation under its corporate seal or in accordance with section 127 of the Corporations Act 2001 or by its duly authorised attorney or representative. If an attorney is to attend the meeting please submit the relevant power of attorney for noting and return.

• (d) The Company has determined in accordance with regulations pursuant to section 1074E of the Corporations Act 2001 that for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded on the Company's register as at 10:00 am on (48 hours before meeting) Monday, 10 March 2008.

• (e) A corporation may elect to appoint a representative in accordance with the Corporations Act 2001 in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.

• (f) If you have any queries in relation to proxies please call the Company’s share registry, Security Transfer Registrars Pty Ltd, on (08) 9315 2333 during business hours.

Page 1

EXPLANATORY MEMORANDUM METALS X LIMITED ABN 25 110 150 055

ORDINARY BUSINESS

1. Ratification of Share Placement (Resolution 1)

On 11 January 2008 the Company announced that it had agreed to make a placement of 139,000,000 fully paid ordinary shares at 30 cents per share ($41.7 million) to APAC Resources Limited.

The $41.7 million raised from the placement will be used for restart of the Renison Tin Project and development of the Company’s mineral assets in particular exploration and feasibility studies for the Wingellina Nickel Limonite Deposit-Central Musgrave Project, the Rentails Feasibility Study and working capital.

That placement has substantially utilised the number of shares that can be issued by the Company without shareholder approval under Listing Rule 7.1 of the Official Listing Rules of the Australian Securities Exchange Limited and the Board is of the opinion that in the event further opportunities arise that require equity, it is necessary for the Directors to be able to issue further shares without the cost and delay of calling a shareholders meeting. For this reason the Shareholders are asked to ratify the placement of the 139,000,000 shares on 22 January 2008.

The following additional information is being provided for the purposes of compliance with Listing Rule 7.5:

• (a) The Allottees of the shares issued was APAC Resources Strategic Holdings Limited;

• (b) The shares rank equally in all respects with existing fully paid shares on issue.

Issued Share Capital

Ordinary Shares on Issue before the Placement Placement shares Ordinary Shares on Issue following Placement Total Ordinary Shares on issue at date of this document	980,455,380 139,000,000
	1,119,455,380
	1,119,455,380

Issued Options over Share Capital

The Company also has the following unlisted options on issue:

• ♦ 106,625,598 options exercisable at 20 cents expiring 31/12/2008;

• ♦ 15,875,000 options exercisable at 25 cents expiring 30/06/2009;

• ♦ 2,000,000 exercisable at 25 cents expiring 12/09/2009;

• ♦ 6,900,000 exercisable at 20 cents expiring 12/02/2010;

• ♦ 400,000 exercisable at 34 cents expiring 30/04/2010;

• ♦ 4,000,000 exercisable at 46 cents expiring 30/11/2010;

• ♦ 650,000 exercisable at 30 cents expiring 30/06/2008 issued under the terms of the Metals X Employee Option Incentive Scheme;

• ♦ 1,000,000 exercisable at 28 cents expiring 31/01/2010 issued under the terms of the Metals X Employee Option Incentive Scheme;

• ♦ 1,625,000 exercisable at 22 cents expiring 31/01/2010 issued under the terms of the Metals X Employee Option Incentive Scheme;

• ♦ 400,000 exercisable at 34 cents expiring 30/04/2010 issued under the terms of the Metals X Employee Option Incentive Scheme;

• ♦ 4,700,000 exercisable at 40 cents expiring 30/06/2011 issued under the terms of the Metals X Employee Option Incentive Scheme; and

• ♦ 1,700,000 exercisable at 35 cents expiring 31/08/2011 issued under the terms of the Metals X Employee Option Incentive Scheme.

Page 2

2. Approval of Share Issue (Resolution 2)

On 15 January 2008 the Company announced that subject to shareholder approval it will make a placement of 59,000,000 fully paid ordinary shares at 30 cents per share ($17.7 million) to Jinchuan Group Limited. The placement is conditional upon:

• (a) Metals X Limited shareholder approval; and

• (b) Approval of Australian and Chinese Regulatory authorities within 60 days of the offer (including FIRB approval if required).

The $17.7 million raised from the placement will also be used for restart of the Renison Tin Project and development of the Company’s mineral assets in particular exploration and feasibility studies for the Wingellina Nickel Limonite Deposit-Central Musgrave Project, the Rentails Feasibility Study and working capital.

The following additional information is being provided for the purposes of compliance with Listing Rule 7.5:

• (a) The Allottees of the shares will be Jinchuan Group Limited;

• (b) The shares will be allotted and issued within 3 months of the date of the meeting convened by the Notice of Meeting;

• (c) The shares will rank equally in all respects with existing fully paid shares on issue.

Issued Share Capital

ssued Share Capital
Ordinary Shares on Issue before the Placement Placement shares Ordinary Shares on Issue following Placement Total Ordinary Shares on issue at date of this document	1,119,455,380 59,000,000
	1,178,455,380
	1,178,455,380

Issued Options over Share Capital

The Company also has the following unlisted options on issue:

• ♦ 106,625,598 options exercisable at 20 cents expiring 31/12/2008;

• ♦ 15,875,000 options exercisable at 25 cents expiring 30/06/2009;

• ♦ 2,000,000 exercisable at 25 cents expiring 12/09/2009;

• ♦ 6,900,000 exercisable at 20 cents expiring 12/02/2010;

• ♦ 400,000 exercisable at 34 cents expiring 30/04/2010;

• ♦ 4,000,000 exercisable at 46 cents expiring 30/11/2010;

• ♦ 650,000 exercisable at 30 cents expiring 30/06/2008 issued under the terms of the Metals X Employee Option Incentive Scheme;

• ♦ 1,000,000 exercisable at 28 cents expiring 31/01/2010 issued under the terms of the Metals X Employee Option Incentive Scheme;

• ♦ 1,625,000 exercisable at 22 cents expiring 31/01/2010 issued under the terms of the Metals X Employee Option Incentive Scheme;

• ♦ 400,000 exercisable at 34 cents expiring 30/04/2010 issued under the terms of the Metals X Employee Option Incentive Scheme;

• ♦ 4,700,000 exercisable at 40 cents expiring 30/06/2011 issued under the terms of the Metals X Employee Option Incentive Scheme; and

• ♦ 1,700,000 exercisable at 35 cents expiring 31/08/2011 issued under the terms of the Metals X Employee Option Incentive Scheme.

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PROXY FORM

METALS X LIMITED ABN 25 110 150 055

MEMBER/S NAME/S AND ADDRESS ( PLEASE COMPLETE, SIGN AND DATE )

Name/s: .......................................................................................................................................................................................................... Address/es:..................................................................................................................................................................................................... Daytime phone contact: .................................................................................................................................................................................

I/we appoint as my/our proxy the person named below at the General Meeting of the Company to be held at 10.00 am (WST) on 12 March 2008 at the Matilda Bay Room, Hyatt Regency Perth, 99 Adelaide Terrace, East Perth, Western Australia and at any adjournment thereof.

Appointment of Proxy (leave blank and refer below if 2proxies are to be appointed)	Box A
I/we appoint....................................................................................................................................................................

as my/our proxy or failing him/her the Chairman to exercise my/our votes for me/us on my/our behalf.

OR

Appointment of Chairman

Box B

I/we appoint the Chairman to exercise all of my/our votes for me/us on my/our behalf.

DIRECTING YOUR PROXY HOW TO VOTE

I/we direct my/our proxy to vote in the following manner:

	RESOLUTION	FOR	AGAINST	ABSTAIN
1	Ratification of Share Issue to APAC Resources Strategic Holdings Limited
2	Approval of Share Issue to Jinchuan Group Limited
				Box C

If the Chairman is to be your proxy and you have not directed your proxy how to vote, please place a mark in box C.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote in favour of each of the resolutions with respect to all undirected proxies given to him.

APPOINTMENT OF 2 PROXIES

If you are entitled to cast 2 or more votes at the meeting, you may appoint 2 proxies instead of a single proxy (If you wish to appoint 2 proxies then complete below and note details for Appointment of Proxy on Proxy Form) I/we appoint .......................................................................................................................................................................................................................... ( Insert name of first proxy ) to exercise ( state number or proportion ).............................................................................................................................................................................. of my/our votes for me/us at the general meeting of the Company AND I/we appoint .......................................................................................................................................................................................................................... ( Insert name of second proxy ) to exercise (state number or proportion )..............................................................................................................................................................................

of my/our votes for me/us at the general meeting of the Company OR

failing one or both of my first and second proxies, then the Chairman to exercise my/our votes for me/us in respect of the number or proportion of my/our shares allocated to the absent proxy/s, as set out above.

Note: If you appoint 2 proxies and do not specify the number or proportion of votes each proxy may exercise, then each will be entitled to exercise half of your votes (with fractions being disregarded.).

INDIVIDUALS TO SIGN

COMPANIES TO SIGN

OR EXECUTION BY ATTORNEY Executed in accordance with the Company’s Constitution by: Executed by: .................................................................................................. .......................................................................................................... Director ( Attorney to sign here ) .................................................................................................. .......................................................................................................... Director/Secretary ( Attorney to print name here ) as attorney for (Affix company seal if required) .......................................................................................................... OR (Insert name of individual or company) in accordance with the Company’s constitution and the Corporations Act 2001. The authority or a certified copy of the .................................................................................................. authority under which the appointment is signed must be attached. Sole Director OR Sole Company Secretary

DATED ……………/………………./2008

NOTES FOR COMPLETION OF PROXY FORM METALS X LIMITED ABN 25 110 150 055

APPOINTMENT OF PROXY ( see Proxy form)

• To appoint a single proxy - tick BOX A, complete name of proxy and sign Proxy Form; OR

• To appoint the Chairman only - tick BOX B and sign Proxy Form;

• If you do not wish to instruct the proxy how to vote then you may also tick BOX C .

A proxy appointed to attend and vote for a member has the same rights as the member to vote (to the extent allowed by this appointment) and to join in the demand for a poll. If you mark the abstention box for a particular item, you are directing your proxy not to vote on a show of hands or on a poll and your shares will not be counted in computing the required majority on a poll.

To appoint 2 proxies to exercise a specified proportion of your votes – instead complete the box on the previous page specifying each proxy and the number or proportion of votes for each.

HOW TO SIGN PROXY FORM

• The proxy form must be signed by the member or by the member’s attorney. If a joint holding then either shareholder may sign.

• If the proxy is signed by a person who is not the registered shareholder, then the relevant authority or a certified copy should either have been provided previously to the Company or be enclosed with this proxy. If sent by facsimile then the authority must be certified.

• If the member is a corporation, the proxy form must be signed in accordance with its constitution and the Corporations Act 2001, or under the hand of an authorised officer or attorney who has not received any notice of revocation. A person intending to vote shares held in the name of a corporation MUST bring a properly executed authority from the corporation in favour of the person attending.

DEADLINE FOR RECEIPT OF PROXIES

Proxies will only be valid and accepted by the Company if they are signed and lodged (not later than 48 hours before the meeting) with the Company before 10.00 am on 10 March 2008 by:

• mailing your proxy to the Company at its share registry, Security Transfer Registrars Pty Ltd, PO Box 535, Applecross WA 6953 ; OR

• depositing your proxy with the Company at its share registry, S ecurity Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross WA 6953 ; OR

• faxing your proxy to 08 9315 2233/08 9220 5757 (if within Australia) or + 61 8 9315 2233 / + 61 8 9220 5757 (if sent from overseas).

• NB. Where a proxy form is faxed, the time of receipt will be determined by the receiving fax imprint and not the time as marked from the originating fax.