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MINERAL COMMODITIES LTD AGM Information 2016

Apr 21, 2016

65371_rns_2016-04-21_ba7c1d7a-7823-4791-b6a9-1adfd4f01eab.pdf

AGM Information

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MINERAL COMMODITIES LIMITED ACN 008 478 653

NOTICE OF ANNUAL GENERAL MEETING

TIME: 10.30am DATE: 25 May 2016 PLACE: BDO Ground Floor 38 Station St, 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 6253 1100.

CONTENTS

Business of the Meeting (setting out the proposed Resolutions) 3
Explanatory Statement (explaining the proposed Resolutions) 9
Glossary 18
Schedules 1 – 3 20-27
Proxy Form Enclosed

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 10.30am on 25 May 2016 at:

BDO Ground Floor 38 Station St Subiaco WA 6008

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (WST) on 23 May 2016.

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

  • each Shareholder has a right to appoint a proxy;

  • the proxy need not be a Shareholder of the Company; and

  • a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

  • if proxy holders vote, they must cast all directed proxies as directed; and

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  • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

  • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

  • if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

  • if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

  • if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

  • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

  • the appointed proxy is not the chair of the meeting; and

  • at the meeting, a poll is duly demanded on the resolution; and

  • either of the following applies:

  • the proxy is not recorded as attending the meeting; or

  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 31 December 2015 together with the declaration of the directors, the director’s 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 purposes 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 2015.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

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

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

  • (b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

  • (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

  • (b) the voter is the Chair and the appointment of the Chair as proxy:

  • (i) does not specify the way the proxy is to vote on this Resolution; and

  • (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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 purpose of clause 35(c) of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Joseph Caruso, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

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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(c) of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Peter Torre, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – APPROVAL OF PERFORMANCE RIGHTS PLAN

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 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme entitled “Performance Rights Plan” and for the issue of securities under that Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director, except one who is ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

  • (a) the proxy is either:

  • (i) a member of the Key Management Personnel; or

  • (ii) a Closely Related Party of such a member; and

  • (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

  • (a) the proxy is the Chair; and

  • (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly.

5. RESOLUTION 5 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - GUY WALKER

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

“That, subject to the passing of Resolution 4, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 1,000,000 Performance Rights under the Performance Rights Plan to Guy Walker (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any Director of the entity who is eligible to participate in the Performance Rights Plan and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

  • (a) the proxy is either:

  • (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

  • (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

  • (a) the proxy is the Chair; and

  • (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 6 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – ROSS HASTINGS

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

“That, subject to the passing of Resolution 4, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 1,000,000 Performance Rights under the Performance Rights Plan to Ross Hastings (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any Director of the entity who is eligible to participate in the Performance Rights Plan and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

  • (b) the appointment does not specify the way the proxy is to vote on this Resolution.

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However, the above prohibition does not apply if:

  • (c) the proxy is the Chair; and

  • (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 7 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – JOSEPH CARUSO

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

“That, subject to the passing of Resolution 4, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 1,000,000 Performance Rights under the Performance Rights Plan to Joseph Caruso (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any Director of the entity who is eligible to participate in the Performance Rights Plan and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

  • (a) the proxy is either:

  • (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

  • (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

  • (c) the proxy is the Chair; and

  • (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 8 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – PETER TORRE

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

“That, subject to the passing of Resolution 4, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 1,000,000 Performance Rights under the Performance Rights Plan to Peter Torre (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any Director of the entity who is eligible to participate in the Performance Rights Plan and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

  • (a) the proxy is either:

  • (i) a member of the Key Management Personnel; or

  • (ii) a Closely Related Party of such a member; and

  • (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

  • (c) the proxy is the Chair; and

  • (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9. RESOLUTION 9 – APPROVAL 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 purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme entitled “Incentive Option Scheme” and for the issue of securities under that Scheme, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director, except one who is ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

  • (A) a member of the Key Management Personnel; or (B) a Closely Related Party of such a member; and

  • (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

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  • (a) the proxy is the Chair; and

  • (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated: 19 April 2016

By order of the Board

Peter Torre Non-Executive Director & Company Secretary

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2015 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.mineralcommodities.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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 company or the directors of 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 a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, 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 vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of 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 of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) 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.

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Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3

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 less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Proxy Directions given No directions given
Key Management Personnel1 Vote as directed Unable to vote3
Chair2 Vote as directed Able to vote at discretion of
Proxy4
Other Vote as directed Able to vote at discretion of
Proxy

Notes:

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

2 Refers to the Chair (where he/she 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 it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

3. RESOLUTIONS 2 & 3 – RE-ELECTION OF DIRECTORS – JOSEPH CARUSO AND PETER TORRE

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the director’s appointment or 3 year, whichever is the longer.

Clause 35(c) of the Constitution provides that:

  • (a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;

  • (b) the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots; and

  • (c) a Director who retires by rotation under clause 35(c) of the Constitution is eligible for re-election.

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The Company currently has 5 Directors and accordingly 2 must retire.

Joseph Caruso and Peter Torre, the Directors longest in office since their last election, retire by rotation and seek re-election.

The biographies for Mr Caruso and Mr Torre are set out below.

Mr Joseph Caruso

Mr Caruso was appointed as a Non-Executive Director of the Company in September 2000 and has remained as a Director throughout the period to date.

He is a director of Zurich Bay Holdings Pty Ltd and Construction Manager of Simto Australia Pty Ltd, both of which are involved in mining, earthmoving and civil engineering construction earthworks. He has considerable experience in managing and administration of engineering, mining, raw materials production operations, earthmoving and related infrastructure utilities services.

Mr Caruso does not hold, and has not held in the past 3 years any other public company director positions.

Mr Caruso, through a related entity Zurich Bay Holdings Pty Ltd, holds 77,007,485 Shares in the Company. As such, he is not classified as an independent nonexecutive director as defined within the ASX Corporate Governance Principles.

The Board supports the re-election of Mr Caruso and recommends that Shareholders vote in favour of Resolution 2.

Peter Torre

Mr Torre was appointed as a Director of the Company on 1 April 2010 and has remained as a Director from that period to date. He was appointed as the Company Secretary of the Company in July 2006 and also remains in this position.

Mr Torre is a Chartered Accountant, a Chartered Secretary, and a member of the Australian Institute of Company Directors. He was previously a partner of an internationally affiliated firm of chartered accountants.

He has no other present directorships in public companies however in the past 3 years he has been a director of Neo Resources Limited and Mission New Energy Limited.

Due to Mr Torre’s position as Company Secretary of the Company, he is not considered to be an independent director.

The Board supports the re-election of Mr Torre and recommends that shareholders vote in favour of Resolution 3.

4. RESOLUTION 4 – APPROVAL OF PERFORMANCE RIGHTS PLAN

This Resolution seeks Shareholder approval for the adoption of the employee incentive scheme entitled “Performance Rights Plan” (Plan) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. ASX Listing

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Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the Plan as an exception to ASX Listing Rule 7.1.

If this Resolution is passed, the Company will be able to issue Performance Rights under the Plan to eligible participants 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.

Shareholders should note that no Performance Rights have previously been issued under the Plan.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and the future issue of Shares under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Any future issues of Shares under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time. For this reason, the Company is also seeking approval under Resolutions 5, 6, 7 and 8 for the issue of Performance Rights to certain Directors pursuant to the Plan.

A summary of the key terms and conditions of the Plan is set out in Schedule 1. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

5. RESOLUTIONS 5, 6, 7 AND 8 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTIES - GUY WALKER, ROSS HASTINGS, JOSEPH CARUSO AND PETER TORRE

5.1 Background

The Company has agreed, subject to obtaining Shareholder approval and to the adoption of the Plan (refer Resolution 4), to issue the following Performance Rights to some of its Directors:

  • (a) up to 1,000,000 Performance Rights to Guy Walker;

  • (b) up to 1,000,000 Performance Rights to Ross Hastings;

  • (c) up to 1,000,000 Performance Rights to Joseph Caruso; and

  • (d) up to 1,000,000 Performance Rights to Peter Torre,

each of which will vest upon the closing Share price reaching $0.20 and remaining at or above $0.20 for a period of 5 consecutive trading days.

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

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  • (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of these Performance Rights constitutes giving a financial benefit and Messrs Walker, Hastings, J Caruso and Torre are related parties of the Company by virtue of being Directors (Relevant Directors).

In addition, ASX Listing Rule 10.14 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.15 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Performance Rights to the Related Parties.

5.2 Shareholder Approval (As required by Chapter 2E of the Corporations Act and Listing Rule 10.14)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed grant of the Related Party Performance Rights:

  • (a) the related parties are Messrs Walker, Hastings, J Caruso and Torre and they are related parties by virtue of being Directors;

  • (b) the maximum number of Performance Rights (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

  • (i) 1,000,000 Performance Rights to Guy Walker;

  • (ii) 1,000,000 Performance Rights to Ross Hastings;

  • (iii) 1,000,000 Performance Rights to Joseph Caruso; and

  • (iv) 1,000,000 Performance Rights to Peter Torre.

  • (c) the Related Party Performance Rights will be granted to the Related Parties no later than 1 month after the date of the Meeting;

  • (d) no loans have been entered into for the purpose of the proposed issue of the Performance Rights;

  • (e) the Related Party Performance Rights will be granted for nil cash consideration, accordingly no funds will be raised;

  • (f) the Performance Shares will vest upon the closing Share price reaching $0.20 and remaining at or above $0.20 for a period of 5 consecutive trading days;

  • (g) the additional terms and conditions of the Performance Rights are set out in Schedule 1;

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  • (h) all Directors are entitled to participate in the Plan, however, at the current time the Company does not intend to make an offer to Mark Caruso. Accordingly approval is being sought only for the offers to the Relevant Directors;

  • (i) no Performance Rights have previously been issued under the Plan nor has the Plan previously been adopted by Shareholders;

  • (j) the value of the Related Party Performance Rights and the pricing methodology is set out in Schedule 2;

  • (k) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party Shares Options
Guy Walker 125,0001 Nil
Ross Hastings Nil Nil
Joseph Caruso 77,007,4852 Nil
Peter Torre 625,000 Nil

1 Held by Mr Guy Redvers Walker and Mr Guy Redvers Walker in which Guy Walker has an indirect interest.

2 Held by Zurich Bay Holdings Pty Ltd in which Mr Caruso has an indirect interest.

(l) the remuneration and emoluments from the Company to the Relevant Directors for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party Current Financial
Year		 Previous
Financial Year
Guy Walker 80,000 80,000
Ross Hastings 80,000 57,139
Joseph Caruso 70,000 70,000
Peter Torre 150,000 150,000

(m) if the Related Party Performance Rights granted to the Relevant Directors are exercised, a total of 4,000,000 Shares would be issued. This will increase the number of Shares on issue from 404,941,571 to 408,941,571 (assuming that no other Options are exercised and no other Shares are issued with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.98%, comprising 0.24% by Guy Walker, 0.24% by Ross Hastings, 0.24% by Joseph Caruso and 0.24% by Peter Torre.

The market price for Shares during the term of the Related Party Performance Rights would normally determine whether or not the Related Party Performance Rights are exercised. If, at any time any of the Related Party Performance Rights are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Performance Rights, there may be a perceived cost to the Company.

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(n) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

Price Date
Highest 15 cents 8thMarch 2016 and 2
March 2016
Lowest 7 cents 7th, 10thand 11thof
August 2015
Last 14 cents 18 April 2016

  • (o) the Board acknowledges the grant of Related Party Performance Rights to the Relevant Directors is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations with 2014 Amendments (3[rd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Performance Rights to these Directors reasonable in the circumstances for the reason set out in paragraph (q);

  • (p) the primary purpose of the grant of the Related Party Performance Rights to the Relevant Directors is to provide a performance linked incentive component in the remuneration package for the Relevant Directors to motivate and reward the performance of the Relevant Directors in their respective roles as Directors;

  • (q) Mr Walker declines to make a recommendation to Shareholders in relation to Resolution 5 due to a material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Performance Rights in the Company should Resolution 5 be passed. However, in respect of Resolutions 6, 7 and 8, Mr Walker recommends that Shareholders vote in favour of those Resolutions for the following reasons:

  • (i) the grant of Related Party Performance Rights to the Relevant Directors, in particular, the vesting conditions of the Related Party Performance Rights, will align the interests of the Relevant Directors with those of Shareholders and executives of the Company;

  • (ii) the grant of the Related Party Performance Rights is a reasonable and appropriate method to provide cost effective remuneration to reward the Relevant Directors for their commitment and service to the Company to date and in future periods; and

  • (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Performance Rights upon the terms proposed;

  • (r) Mr Hastings declines to make a recommendation to Shareholders in relation to Resolution 6 due to a material personal interest in the outcome of the Resolution on the basis that he is to be granted Performance Rights in the Company should Resolution 6 be passed. However, in respect of Resolutions 5, 7 and 8, Mr Hastings recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (q);

  • (s) Mr J Caruso declines to make a recommendation to Shareholders in relation to Resolution 7 due to a material personal interest in the outcome of the Resolution on the basis that he is to be granted Performance Rights

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in the Company should Resolution 7 be passed. However, in respect of Resolutions 5, 6 and 8, Mr J Caruso recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (q);

  • (t) Mr Torre declines to make a recommendation to Shareholders in relation to Resolution 8 due to a material personal interest in the outcome of the Resolution on the basis that he is to be granted Performance Rights in the Company should Resolution 8 be passed. However, in respect of Resolutions 5, 6 and 7, Mr Torre recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (q);

  • (u) with the exception of the Relevant Directors, no other Director has a personal interest in the outcome of Resolutions 5, 6, 7 and 8;

  • (v) Mark Caruso recommends that Shareholders vote in favour of Resolutions 5, 6, 7 and 8 for the reasons set out in paragraph (q);

  • (w) in forming their recommendations, each Director considered the experience of each other Relevant Director, the current market price of Shares, the current market practices when determining the number of Performance Rights to be granted as well as the exercise price and expiry date of those Related Party Performance Rights;

  • (x) none of the Relevant Directors voted at a Board level on the respective resolutions to issue their Performance Rights; and

  • (y) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 5, 6, 7 and 8.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Performance Rights to the Relevant Directors as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Related Party Performance Rights to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

6. RESOLUTION 9 - APPROVAL OF EMPLOYEE OPTION SCHEME

This Resolution seeks Shareholders approval for the adoption of the employee incentive scheme titled “Employee Option Scheme” (Scheme) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

A summary of ASX Listing Rule 7.1 and ASX Listing Rule 7.2 (Exception 9(b)) is set out in section 4.

If this Resolution is passed, the Company will be able to issue Options the Scheme to eligible participants 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.

Shareholders should note that no Options have previously been issued under the Plan.

The objective of the Scheme is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Scheme and the future issue of Options under the Scheme will provide selected employees with the opportunity to participate in the future growth of the Company.

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Any future issues of Options under the Scheme to a related party or a person whose relation with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

A summary of the key terms and conditions of the Scheme is set out in Schedule 3. In addition, a copy of the Scheme is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Scheme can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

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GLOSSARY

$ means Australian dollars.

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

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

  • (a) a spouse or child of the member;

  • (b) a child of the member’s spouse;

  • (c) a dependent of the member or the member’s spouse;

  • (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

  • (e) a company the member controls; or

  • (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

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.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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

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Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 31 December 2015.

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

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

Shareholder means a registered holder of a Share.

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

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SCHEDULE 1 – SUMMARY OF PERFORMANCE RIGHTS PLAN

  1. The key terms of the Plan are as follows:

  2. (a) The Board may, from time to time, in its absolute discretion, make a written offer to any of the following:

  3. (i) a Director (whether executive or non-executive) of any Group Company;

  4. (ii) a full or part time employee of any Group Company;

  5. (iii) a casual employee or contractor of a Group Company to the extent permitted by the Class Order; or

  6. (iv) a prospective participant, being a person to whom the Offer is made but who can only accept the Offer if an arrangement has been entered into that will result in the person becoming an Eligible Participant under clauses (i), (ii) or (iii) above,

(Eligible Participants).

  • (b) Under the Plan the Board may grant Performance Rights to Eligible Participants with effect from the date determined by the Board, upon the terms set out in the Plan and upon such additional terms and vesting conditions as the Board determines.

  • (c) The Board will advise each Eligible Participant of the following minimum information regarding the Performance Rights:

  • (i) the maximum number of Performance Rights that the Eligible Participant may apply for, or the formula for determining the number of Performance Rights that may be applied for;

  • (ii) the maximum number of Shares that the Eligible Participant is entitled to be issued on the exercise of each Performance Right or the formula for determining the maximum number of Shares;

  • (iii) any applicable vesting conditions;

  • (g) any restriction period the Board has resolved to apply to Shares issued on exercise of the Performance Rights;

  • (iv) when unvested Performance Rights will expire (Expiry Date);

  • (v) the date by which an offer must be accepted (Closing Date); and

  • (vi) any other information required by law or the ASX Listing Rules or considered by the Board to be relevant to the Performance Rights or the Shares to be issued on exercise of the Performance Rights.

  • (d) Subject to clause (h), a Performance Right granted under the PR Plan will not vest and be exercisable unless the vesting conditions (if any) have been satisfied and the Board has notified the Eligible Participant of that fact.

  • (e) The Board must notify an Eligible Participant in writing within 10 Business Days of becoming aware that any vesting conditions attaching to a Performance Right have been satisfied.

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  • (f) Subject to the Corporations Act, the ASX Listing Rules and the Plan, the Company must issue to the Participant or his or her personal representative (as the case may be) the number of Shares the Participant is entitled to be issued in respect of vested Performance Rights that are exercised, within 10 business days of the Performance Rights being exercised.

  • (g) A Performance Right will lapse upon the earlier to occur of:

  • (h) three (3) years from their date of issue, if they are not exercised prior to this date;

  • (i) an unauthorised dealing in, or hedging of, the Performance Right occurring, as governed by the Plan;

  • (ii) a vesting condition in relation to the Performance Right is not satisfied by the due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to vest the Performance Right in accordance with the Plan;

  • (iii) a vested Performance Right is not exercised within the time limit specified in the Plan;

  • (iv) an Eligible Participant (or, where the participant is a nominee of the Eligible Participant, that Eligible Participant) ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Performance Right or resolves to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to be an Eligible, in accordance with the Plan;

  • (v) the Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant in accordance with the Plan;

  • (vi) the Company undergoes a change of control or a winding up resolution or order is made, and the Board does not exercise its discretion to vest the Performance Right in accordance with the Plan; and

  • (vii) the Expiry Date of the Performance Right.

  • (h) The Board may, in its absolute discretion, by written notice to a participant, resolve to waive any of the vesting conditions applying to the Performance Rights due to:

  • (i) an Eligible Participant or, where the participant is a nominee of an Eligible Participant, that Eligible Participant, ceasing to be an Eligible Participant as a result of:

    • (A) death or total or permanent disability; or

    • (B) retirement or redundancy; or

  • (ii) an Eligible Participant or, where the participant is a nominee of an Eligible Participant, that Eligible Participant, suffering severe financial hardship;

  • (iii) a change of control occurring or the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company,

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in which case, a participant (or their personal legal representative where applicable) may exercise any vested Performance Right at any time within the Board notifying that the Performance Right has vested and before it lapses, by a signed written notice to the Board specifying the Performance Rights being exercised and providing the certificate for those Performance Rights.

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SCHEDULE 2 – VALUE OF THE PERFORMANCE RIGHTS TO BE ISSUED TO THE RELEVANT DIRECTORS

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PO Box 1908 West Perth WA 6872 Australia

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Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

11 April 2016

ABN: 42 128 908 289 AFS Licence No: 448697 www.stantons.com.au

The Directors Mineral Commodities Limited 30-40 Murray Road North WELSHPOOL WA 6106

Attention: Mr Peter Torre

Dear Sirs

At the request of the Director and Company Secretary, Peter Torre on behalf of Mineral Commodities Limited (“Mineral Commodities” or “the Company”) received on 30 March 2016, Stantons International Securities hereby set out our technical valuations of the following 1,000,000 performance rights (“Performance Rights”) to be granted to Directors’ of Mineral Commodities on or around 30 May 2016 with a vesting condition of the share price reaching 20 cents and remaining at or above 20 cents for 5 consecutive days.

The above Performance Rights are subject to the approval of the Company’s shareholders in Annual General Meeting to be held on or around 30 May 2016.

Valuation of Performance Rights to be issued to the Directors’

  1. The 1,000,000 Performance Rights will vest upon the Mineral Commodities share price on the ASX reaching 20 cents or more for 5 consecutive days before expiry (“Vesting Condition”).

  2. The Performance Rights will vest into ordinary shares in Mineral Commodities upon the satisfaction of the market based Vesting Condition as disclosed above.

  3. The 1,000,000 Performance Rights will expire on or around 30 May 2019 (i.e. three years from the date of issue).

  4. The Performance Rights will be issued for nil consideration and no consideration will be payable upon the vesting of the Performance Rights on the satisfaction of the Vesting Condition.

  5. In effect, the initial undiscounted value of the Performance Rights is the value of an underlying share in Mineral Commodities as traded on ASX at the date of issue of the Performance Rights. For the purpose of this valuation, based on the deemed date of the grant being 11 April 2016, we have used 13 cents being the latest closing price of one Mineral Commodities share as traded on the ASX on 11 April 2016. Please note that in respect of 1,000,000 Performance Rights, this valuation is made for the purpose of its inclusion in the notice of the Annual General Meeting; hence the Performance Rights need to be re-valued on their grant date i.e. the date of the Annual General Meeting.

  6. As the vesting condition is a market based vesting condition, under International Financial Reporting Standards (‘IFRS”), a discount is generally applied in valuing the grant at the grant date for not meeting the vesting condition. A discount is only applied where vesting conditions are market based or are predominately market based. The valuation noted below is not necessarily the market price that the Performance Rights could be traded at and it is not automatically the market

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Liability limited by a scheme approved under Professional Standards Legislation

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price for taxation purposes. The recipients of these Performance Rights should seek their own tax advice as to the tax treatment of receiving Performance Rights in Mineral Commodities and the values for taxation purposes. Under IFRS, the Company’s Directors at the date of issue of the Performance Rights will need to estimate the date when the vesting condition will be met and account for the value over the period from date of issue to the date the vesting condition will be met. The underlying value is the initial value of an underlying ordinary share in Mineral Commodities trading on ASX but it is necessary to ascribe a discount as noted below that is related to the market based performance condition.

  1. The underlying value of a Mineral Commodities share trading on ASX as at 11 April 2016 was 13 cents and thus these are the underlying values (before the discounts noted below) of a Performance Right in Mineral Commodities. The underlying volatility of the share price of an Mineral Commodities share is 99.18% over the last 12 months, but this does not affect the Performance Rights fair value as nil consideration is payable on the Performance Rights vesting. Thus for the purposes of the valuation, the 1,000,000 undiscounted Performance Rights in Mineral Commodities to be granted to Directors’ have an underlying value of $130,000 based on the closing share price of 13 cents on 11 April 2016.

  2. It is noted that the shares issued upon conversion of Performance Rights will rank pari passu in all respects with other shares of Mineral Commodities.

  3. We believe a discount can be applied to the underlying values as noted above. The Performance Rights have a market based vesting condition, in that they cannot vest until a market related condition has been met, being that the Mineral Commodities share price has reached a predetermined level as noted in paragraph 1 above. In terms of the A-IFRS Accounting Standard on Share Based payments, where there are market conditions, a discount is applied to take into account the probability of the Performance Rights not vesting so that ordinary shares may be issued. On the assumption that there was a 100% probability that the vesting condition would be achieved, then no discount would be applied to the value of a Mineral commodities share as at 11 April 2016. On the assumption that there was a 0% probability that vesting conditions (market based condition only) would be achieved, then a 100% discount would be applied to the 11 April 2016 value of a Mineral Commodities share trading on ASX. It is noted that the shares have not traded at over 14.50 cents (14.50 cents on 7 and 8 March 2016) within the last 12 months and the share price has been mainly between 7.0 cents and 14.50 cents between 31 March 2015 and 11 April 2016.

The Performance Rights are akin to share options. If we assumed an exercise price the same as the share prices at grant date (however no consideration is payable by the recipients in the event that the market based condition is met before 31 May 2019), and used a volatility factor of 100% and a interest rate of 1.83%, the values as share options would equate to approximately 7.00 cents and the discounts to full values would both approximate 46%.

It is noted that the Performance Rights will not be listed and thus arguably a further discount for non listed status could be applied of between 20% and 30%.

No. of
Performance
Rights		 Deemed
Grant
Date		 Share price at
grant date
(cents)–on 1
April 2016
(being deemed
grant date)		 Vesting Condition
– closing share
price for 5
consecutive days		 No. of times the
vesting price is
greater than
share price as
at 11 April
2016		 Discount for
vesting price
barrier applied
to fair value
based on
11 April 2016
Share price
1,000,000 11
April
2016		 13 20.0 1.538 25%

11 April 2016 MIN1033A/ Performance Rights Valuation V2

2

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  1. In relation to the Performance Rights that have the market based vesting condition as noted above, we conclude that the discounted value of one Performance Right as at 11 April 2016 is 9.75 cents.

Should you wish to discuss the above, do not hesitate to contact the undersigned or Mohamed Jivanjee.

Yours faithfully

STANTONS INTERNATIONAL SECURITIES PTY LTD (Trading as Stantons International Securities)

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John P Van Dieren - FCA Director

11 April 2016 MIN1033A/ Performance Rights Valuation V2

2

SCHEDULE 3 – SUMMARY OF EMPLOYEE OPTION SCHEME

The key terms of the Employee Option Scheme are as follows:

  • (i) Eligibility: Participants in the Scheme may be:

  • (i) a Director (whether executive or non-executive) of the Company, its subsidiaries and any other related body corporate of the Company (Group Company);

  • (ii) a full or part time employee of any Group Company;

  • (iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 (or any amendment to or replacement of that Class Order) (Class Order); or

  • (iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a Participant under clauses (i), (ii) or (iii) above,

who is declared by the Board to be eligible to receive grants of Options under the Scheme (Participants).

  • (j) Administration of Plan: The Board is responsible for the operation of the Scheme and has a broad discretion to determine which Participants will be offered Options under the Scheme.

  • (k) Offer: The Board may issue an offer to a Participant to participate in the Scheme. The offer:

  • (i) Set out the number of Options offered under the Scheme;

  • (ii) will specify the exercise price and expiry date of the Options;

  • (iii) will specify any exercise conditions and restriction periods applying to the Options;

  • (iv) will specify an acceptance period; and

  • (v) specify any other terms and conditions attaching to the Options.

  • (l) Participation in Rights Issues and Bonus Issues: There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

  • (m) Reorganisation: If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), the terms of the Options will be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

  • (n) Issue price: unless the Options are quoted on the ASX, Options issued under the Scheme will be issued for no more than nominal cash consideration.

  • (o) Exercise Conditions: An Option may be made subject to exercise conditions as determined by the Board in its discretion and as specified in the offer for the Option.

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  • (p) Restriction Periods: a Share issued on exercise of an Option may be made subject to a restriction period as determined by the Board in with the Scheme and as specified in the Offer for the Option.

  • (q) Lapse of Options: An Option will lapse upon the earlier to occur of:

  • (i) three (3) years from their date of issue, if they are not exercised prior to this date;

  • (ii) an unauthorised dealing in, or hedging of, the Option occurring, as governed by the Plan;

  • (iii) a Vesting Condition in relation to the Option is not satisfied by the due date, or becomes incapable of satisfaction;

  • (iv) in respect of unvested Options only, the relevant Participant ceases to be a Participant, unless the Board:

    • (i) exercises its discretion to vest the Option; or

    • (ii) in its absolute discretion, resolves to allow the unvested Options to remain unvested after the relevant Participant ceases to be a Participant;

  • (v) in respect of vested Options only, a relevant Participant ceases to be a Participant and the Option granted in respect of that Participant is not exercised within one (1) month (or such later date as the Board determines) of the date the Participant ceases to be a Participant;

  • (vi) the Board deems that an Option lapses due to fraud, dishonesty or other improper behaviour of the holder/Participant;

  • (vii) the Company undergoes a change of control or a winding up resolution or order is made, and the Option does not vest; and

  • (viii) the expiry of the Option.

  • (r) Power of attorney: Each Participant, in consideration of an offer, irrevocably appoints the Company and any person nominated from time to time by the Company (each an "attorney"), severally, as the Participant's attorney to complete and execute any documents including applications for Shares and Share transfers and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of giving effect to the provisions of the Scheme.

  • (s) Scheme limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Options offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

  • (t) Restriction on transfer: Options will not be transferable except to the extent provided for by the Scheme or unless the Offer provides otherwise.

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  • (u) Quotation on ASX: Options will not be quoted on the ASX, except to the extent provided for by the Scheme or unless the Offer provides otherwise.

  • (v) Rights attaching to Shares: Each Share issued on exercise of an Option will have the same terms and conditions as the Company’s issued Shares (other than in respect of transfer restrictions imposed by the Scheme) and it will rank equally with all other issued Shares from the issue date except for entitlements which have a record date before the issue date.

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Mineral Commodities Ltd ABN 39 008 478 653

LODGE YOUR VOTE

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

ONLINE
�
www.linkmarketservices.com.au
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  • BY MAIL

  • � Mineral Commodities Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

� BY FAX +61 2 9287 0309

� BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

  • ALL ENQUIRIES TO Telephone: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 10:30am (WST) on Monday, 23 May 2016, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

�

ONLINE

  • www.linkmarketservices.com.au

  • Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a securityholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s security registry or you may copy this form and return them both together.

To appoint a second proxy you must:

  • (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

  • (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s security registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

��������������

X99999999999

PROXY FORM

I/We being a member(s) of Mineral Commodities Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:30am (WST) on Wednesday, 25 May 2016 at BDO Ground Floor, 38 Station Street, Subiaco WA 6008 (the Meeting) and at any postponement or adjournment of the Meeting. Important for Resolutions 1, 4, 5, 6, 7, 8 and 9: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 4, 5, 6, 7, 8 and 9, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an �

Resolutions

For Against Abstain* 1 Adoption of Remuneration Report 9 Approval of Incentive Option Scheme

For Against Abstain*

  • 2 Re-election of Director – Joseph Caruso

  • 3 Re-election of Director – Peter Torre

  • 4 Approval of Performance Rights Plan

  • 5 Issue of Performance Rights to Related Party – Guy Walker

  • 6 Issue of Performance Rights to Related Party – Ross Hastings

  • 7 Issue of Performance Rights to Related Party – Joseph Caruso

  • 8 Issue of Performance Rights to Related Party – Peter Torre

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    • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual)
Sole Director and Sole Company Secretary		 Joint Securityholder 2 (Individual)
Director/Company Secretary (Delete one)		 Joint Securityholder 3 (Individual)
Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

MRC PRX1601D

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