MINERAL COMMODITIES LTD — AGM Information 2010

Apr 27, 2010

MINERAL COMMODITIES LIMITED

ACN 008 478 653

NOTICE OF ANNUAL GENERAL MEETING

TIME: 11.00 am (WST) DATE: Friday, 28 May 2010 PLACE: BDO Kendalls, Ground Floor 38 Station Street, Subiaco WA 6008

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9287 4604.

C ONTE NTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions) Explanatory Statement (explaining the proposed resolutions) Glossary

TI ME AND PL AC E OF ME E TI NG AND HOW TO V OTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00 am (WST) on Friday, 28 May 2010 at:

BDO Kendalls, Ground Floor, 38 Station Street, Subiaco WA 6008

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to the Company’s share registry, Advanced Share Registry at PO Box 1156, Nedlands WA 6909, or deliver to Advanced Share Registry at 150 Stirling Highway, Nedlands WA 6009;

• (b) post to the Company’s PO address at PO Box 235 Welshpool DC 6986 or delivery to the Company’s registered office at Unit 15, Level 1, 51-53 Kewdale Road, Welshpool, Western Australia 6106; or

• (c) facsimile to the Company’s share registry, Advanced Share Registry on facsimile number (+61 8) 9389 7871.

so that it is received not later than 11.00 am (WST) on 26 May 2010.

Proxy Forms received later than this time will be invalid.

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NOTI C E OF ANNUAL GE NE RAL ME E TI NG

Notice is given that the Annual General Meeting of Shareholders will be held at 11.00 am (WST) on Friday, 28 May 2010 at BDO Kendalls, Ground Floor, 38 Station Street, Subiaco WA 6008.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5.00 pm (WST) on 26 May 2010.

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

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 31 December 2009 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 31 December 2009.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOSEPH CARUSO

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

“That, for the purposes of Clause 35(c) of the Constitution and for all other purposes, Joseph Caruso retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – PETER TORRE

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

“That, for the purpose of Clause 35(b) of the Constitution and for all other purposes, Peter Torre, a Director who was appointed on 1 April 2010, retires, and being eligible, is re-elected as a Director.”

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4. RESOLUTION 4 – ADOPTION OF INCENTIVE OPTION SCHEME

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

“That, for the purpose of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the Directors to grant options to acquire Shares, pursuant to the Mineral Commodities Limited Incentive Option Scheme (Scheme), a summary of which is set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors.

DATED: 23 APRIL 2010

BY ORDER OF THE BOARD

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PETER TORRE COMPANY SECRETARY

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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E XPL ANATORY S TATE ME NT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11.00am (WST) on Friday, 28 May 2010 at BDO Kendalls, Ground Floor, 38 Station Street, Subiaco WA 6008.

This 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.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2009 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 31 December 2009.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

3. RESOLUTIONS 2 AND 3 – RE-ELECTION OF DIRECTORS

3.1 Rotation

Clause 35(c) of the Constitution requires that at the Annual General Meeting of the Company, one third of the Directors for the time being shall retire from office. A retiring Director is eligible for re-election.

Joseph Caruso retires by rotation in accordance with clause 35(c) of the Constitution and being eligible, seeks re-election.

3.2 Additional Director

Clause 35(a) of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Peter Torre will retire in accordance with Clause 35(b) of the Constitution and being eligible seek re-election.

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4. RESOLUTION 4 – INCENTIVE OPTION SCHEME

Background

Resolution 4 seeks the approval of Shareholders for the grant of Incentive Option Scheme Options (IOS Options) pursuant to the “Mineral Commodities Limited Incentive Option Scheme” (Scheme).

Resolution 4 is placed before Shareholders in accordance with exception 9 of ASX Listing Rule 7.2. If Resolution 4 is passed, the Company will be able to issue IOS Options under the Scheme over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

The Scheme was last approved by Shareholders at the Company’s annual general meeting held on 31 May 2007. Shareholders should note that no IOS Options have previously been issued under this Scheme and the objective of the Scheme is to attract, motivate and retain key employees. Shareholders should also note that Directors and other related parties of the Company will not be permitted to participate under the Scheme without further Shareholder approval.

It is considered by the Directors that the adoption of the Scheme and the future grant of IOS Options under the Scheme will provide selected employees with the opportunity to participate in the future growth of the Company.

A summary of the terms and conditions of the Scheme is set out below:

Introduction

The Scheme is designed to provide eligible participants with an ownership interest in the Company and to provide additional incentives for eligible participants to increase profitability and returns to Shareholders.

The summary of the Scheme is set out below for the information of potential investors in the Company. The detailed terms and conditions of the Scheme may be obtained free of charge by contacting the Company.

General

The Board may from time to time in its absolute discretion, offer to grant IOS Options to eligible participants under the Scheme.

Each IOS Option will be issue for no consideration and will carry the right in favour of the Option holder to subscribe for one (1) Share in the capital of the Company.

The Board may determine the exercise price of the IOS Options in its absolute discretion. Subject to the ASX Listing Rules, the exercise price may be nil but to the extent the ASX Listing Rules specify or require a minimum price the IOS Options will comply with the ASX Listing Rules.

Eligible Participants

Full time employees, part time employees, Directors and consultants of the Company or an associated body corporate (Group) are eligible to participate in the Scheme.

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Lapse of IOS Options

Unless the Board in its absolute discretion otherwise, IOS Options shall lapse immediately if:

• a) The eligible participant ceases to be an employee or director of, or to render service to, a member of the Group for any reason whatsoever and the conditions of exercise of the IOS Options (Exercise Conditions) have not been met;

• b) The Exercise Conditions of the IOS Options are unable to be met;

• c) The date which is 3 years after the date of the grant of the IOS Options, or such other expiry date as the Board determine in its discretion at the time of grant of the IOS Option (Lapsing Date) has passed; or

• d) The expiry of 60 days after the eligible participant ceases to be an employee or director of, or to render services to, a member of the Group for any reason whatsoever prior to the lapsing Date where the Exercise Conditions have been met, whichever is earlier.

Participation in Future Issues

There are no participating rights or entitlements inherent in the IOS Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the IOS Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give option holders the opportunity to exercise their IOS Options prior to the date for determining entitlements to participate in any such issue.

If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividends reinvestment) the exercise price of the IOS Options shall be reduced in accordance with the formula in the ASX Listing Rules.

In the event of a bonus issue of Shares being made pro-rata to Shareholders (other than an issue in lieu of dividends, the number of Shares issued on exercise of each IOS Option will include the number of bonus Shares that would have been issued if the IOS Option had been exercised prior to the records date for the bonus issue. No adjustment will be made to the exercise price per Share of the IOS Options.

Reorganisation

The terms upon which IOS Options will be granted will not prevent them being reorganised as required by the ASX Listing Rules on the reorganisation of the capital of the Company.

Trigger Events

Upon the occurrence of certain trigger events (for example the receipt by the Company of a bidder’s statement in respect of the company), the Directors may determine:

• a) That the IOS Options may be exercised at any time from the date of such determination, and in any number until the date determined by the Directors acting bona fide so as to permit the holder to participate in any change of control arising from trigger event, provided that the Directors will

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forthwith advise in writing each holder of such determination. Thereafter, the IOS Options shall lapse to the extent they have not been exercised; or

• b) To use their reasonable endeavours to procure that any offer is made to the holders of IOS Options on the terms (having regard to the nature and value of IOS Options) to the terms proposed under the trigger event in which case the Directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the IOS Options shall immediately become exercisable and if not exercised within 10 days, shall lapse.

5. ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+ 61 8) 9287 4604 if they have any queries in respect of the matters set out in these documents.

GL OS S ARY

Annual General Meeting means the meeting convened by the Notice of Meeting.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Days means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Mineral Commodities Limited ACN 008 478 653.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

IOS Options means an option to acquire a Share issued under the Scheme.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

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

Scheme means the employee incentive option scheme titled Mineral Commodities Limited Incentive Option Scheme as adopted pursuant to Resolution 4 and with the key terms summarised in Section 4 of the Explanatory Statement.

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

Shareholder means a holder of a Share.

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

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