PURSUIT MINERALS LTD — AGM Information 2013

Oct 27, 2013

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SOUTH AMERICAN FERRO METALS LIMITED

ABN 27 128 806 977

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM PROXY FORM

Date of Meeting

27 November 2013

Time of Meeting

10:00am (Sydney time)

Place of Meeting

Level 27, AMP Centre, 50 Bridge Street, Sydney, NSW 2000

5562039/1A

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Annual General Meeting (" Meeting ") of South American Ferro Metals Limited (“ SAFM " or the " Company ”) will be held at 10:00am (Sydney time) on 27 November 2013 at Level 27, AMP Centre, 50 Bridge Street, Sydney, NSW.

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

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the Financial Statements, the Directors' Report and Independent Auditor's Report for SAFM for the financial year ended 30 June 2013.

Resolution 1: Remuneration Report

To consider and, if thought fit, to pass, the following advisory resolution :

“The Remuneration Report contained in the Financial Report for SAFM for the financial year ended 30 June 2013 is adopted."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 1 by or on behalf of the following persons:

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

• b) a Closely Related Party of a member of Key Management Personnel.

However, a person described above may cast a vote on Resolution 1 (Remuneration Report), and the Company need not disregard the vote, if:

• the person does so as a proxy appointed by writing which specifies how the proxy is to vote upon that Resolution; or

• the person is the Chair and has been appointed as a proxy (expressly or by default) without being directed how to vote on the Resolution and the proxy expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of any Key Management Personnel; and

• in either case, the vote is not cast on behalf of any person described above in (a) or (b) above.

Resolution 2: Re-election of Mr Terence Willsteed

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

"That, in accordance with clause 13.2 of the Constitution of the Company, Mr Terence Willsteed retires by rotation, and being eligible, is re-elected as a Director of the Company."

Resolution 3: Re-election of Mr Alan Doyle

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

"That, in accordance with clause 13.2 of the Constitution of the Company, Mr Alan Doyle retires by rotation, and being eligible, is re-elected as a Director of the Company."

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Resolution 4: Re-Election of Mr Rogerio Caporali

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

"That, Mr Rogerio Caporali, having been appointed as a Director of the Company since the last annual general meeting, who retires in accordance with clause 13.4 of the Constitution of the Company and being eligible, be re-elected as a Director of the Company."

Resolution 5: South American Ferro Metals Limited Incentive Option Scheme

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

“That the South American Ferro Metals Limited Incentive Option Scheme ("Scheme") , as described in the Explanatory Statement accompanying this Notice of Meeting, and all future issues of securities under the Scheme be approved for the purposes of Listing Rule 7.2 exception 9 and all other purposes.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by:

• a) any Director or a member of the Key Management Personnel, except a Director or member who is ineligible to participate in any employee incentive scheme in relation to the Company; and

• b) any associate (as defined in the ASX Listing Rules) of a Director or a Closely Related Party of a member of Key Management Personnel.

However, the Company need not disregard a vote cast on Resolution 5 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 (either expressly or by default) for a person who is entitled to vote, without being directed how to vote; and

• in either case, the vote is not cast on behalf of the person described in a) or b) above..

Resolution 6: Issue of Options to Mr Terence Willsteed

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

"That for the purposes of ASX Listing Rule 10.14 and all other purposes, a total of up to 5,000,000 Options to subscribe for the equivalent number of fully paid ordinary Shares in the Company be issued to Patermat Pty Limited, a company associated with Terence Willsteed, the Chairman of the Company’s Board of Directors, in accordance with the South American Ferro Metals Limited Incentive Option Scheme Rules and as summarised in the Explanatory Memorandum accompanying this Notice."

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Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 6 by:

• a) any Director or a member of the Key Management Personnel, except a Director or member who is ineligible to participate in any employee incentive scheme in relation to the Company; and

• b) any associate (as defined in the ASX Listing Rules) of a Director or a Closely Related Party of a member of Key Management Personnel.

However, the Company need not disregard a vote cast on Resolution 6 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 (either expressly or by default) for a person who is entitled to vote, without being directed how to vote; and

• in either case, the vote is not cast on behalf of the person described in a) or b) above.

Resolution 7: Issue of Options to Mr Stephen Turner

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

"That for the purposes of ASX Listing Rule 10.14 and all other purposes, a total of up to 7,500,000 Options to subscribe for the equivalent number of fully paid ordinary Shares in the Company be issued to Stephen Turner, the Managing Director of the Company, in accordance with the South American Ferro Metals Limited Incentive Option Scheme Rules and as summarised in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 7 by:

• a) any Director or a member of the Key Management Personnel, except a Director or member who is ineligible to participate in any employee incentive scheme in relation to the Company; and

• b) any associate (as defined in the ASX Listing Rules) of a Director or a Closely Related Party of a member of Key Management Personnel.

However, the Company need not disregard a vote cast on Resolution 7 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 (either expressly or by default) for a person who is entitled to vote, without being directed how to vote; and

• in either case, the vote is not cast on behalf of the person described in a) or b) above.

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Resolution 8: Issue of Options to Mr Alan Doyle

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

"That for the purposes of ASX Listing Rule 10.14 and all other purposes, a total of up to 5,000,000 Options to subscribe for the equivalent number of fully paid ordinary Shares in the Company be issued to Alan Doyle, an Executive Director of the Company, in accordance with the South American Ferro Metals Limited Incentive Option Scheme Rules and as summarised in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 8 by:

• a) any Director or a member of the Key Management Personnel, except a Director or member who is ineligible to participate in any employee incentive scheme in relation to the Company; and

• b) any associate (as defined in the ASX Listing Rules) of a Director or a Closely Related Party of a member of Key Management Personnel.

However, the Company need not disregard a vote cast on Resolution 8 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 (either expressly or by default) for a person who is entitled to vote, without being directed how to vote; and

• in either case, the vote is not cast on behalf of the person described in a) or b) above.

Resolution 9: Issue of Options to Mr Stephen Fabian

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

"That for the purposes of ASX Listing Rule 10.14 and all other purposes, a total of up to 2,500,000 Options to subscribe for the equivalent number of fully paid ordinary Shares in the Company be issued to Stephen Fabian, a Non-Executive Director of the Company in accordance with the South American Ferro Metals Limited Incentive Option Scheme Rules and as summarised in the Explanatory Memorandum accompanying this Notice.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 9 by:

• a) any Director or a member of the Key Management Personnel, except a Director or member who is ineligible to participate in any employee incentive scheme in relation to the Company; and

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• b) any associate (as defined in the ASX Listing Rules) of a Director or a Closely Related Party of a member of Key Management Personnel.

However, the Company need not disregard a vote cast on Resolution 9 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 (either expressly or by default) for a person who is entitled to vote, without being directed how to vote; and

• in either case, the vote is not cast on behalf of the person described in a) or b) above.

Resolution 10: Issue of Options to Mr Rogerio Caporali

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

"That for the purposes of ASX Listing Rule 10.14 and all other purposes, a total of up to 2,500,000 Options to subscribe for the equivalent number of fully paid ordinary Shares in the Company be issued to Rogerio Caporali, a Non-Executive Director of the Company in accordance with the South American Ferro Metals Limited Incentive Option Scheme Rules and as summarised in the Explanatory Memorandum accompanying this Notice.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 10 by:

• a) any Director or a member of the Key Management Personnel, except a Director or member who is ineligible to participate in any employee incentive scheme in relation to the Company; and

• b) any associate (as defined in the ASX Listing Rules) of a Director or a Closely Related Party of a member of Key Management Personnel.

However, the Company need not disregard a vote cast on Resolution 10 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 (either expressly or by default) for a person who is entitled to vote, without being directed how to vote; and

• in either case, the vote is not cast on behalf of the person described in a) or b) above.

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Resolution 11: Ratification of previous issue of Warrants

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

“That, for the purposes of Listing Rule 7.4 and all other purposes, the previous issue by the Company of 20,457,383 Warrants convertible into an equivalent number of fully paid ordinary Shares in the Company , as summarised in the Explanatory Memorandum accompanying this Notice, is hereby ratified and approved.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 11 by any party who was issued Warrants and any of their associates. However, the Company need not disregard a vote cast on Resolution 11 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 (either expressly or by default) for a person who is entitled to vote, without being directed how to vote; and

• in either case, the vote is not cast on behalf of the person described in a) or b) above.

Resolution 12: Approval of Additional 10% Placement Capacity under Listing Rule 7.1A

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

"That for the purposes of ASX Listing Rule 7.1A and for all other purposes, the issue of up to an additional 10% of the Company's share capital calculated in accordance with Listing Rule 7.1A, and on the terms and conditions set out in the Explanatory Notes, be approved."

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 12 by any person who may participate in the proposed issue or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary Shares, and any associate of such person. However, the Company need not disregard a vote if it is cast:

• as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the form to vote as the proxy decides.

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Other Business

To transact any other business which may be lawfully brought forward in accordance with the Company's Constitution and the Corporations Act 2001(Cth) .

By order of the Board

Dion Cohen

Company Secretary

25 October 2013

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NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

ENTITLEMENT TO ATTEND AND VOTING AT THE MEETING

For the purpose of voting at the Meeting, the Directors have determined that all fully paid ordinary shares in the Company (" Shares ") are taken to be held by the persons who are registered as holding them at 7:00pm (Sydney time) on 25 November 2013. The entitlements of members to vote at the Meeting will be determined by reference to that time.

You may vote by attending the Meeting in person or by proxy (see below).

Ordinary resolutions require the support of more than 50% of those shareholders voting in person, by proxy, by representative or by attorney, who are entitled to vote on the relevant resolution. Special resolutions require the support of more than 75% of those shareholders voting in person, by proxy, by representative or by an attorney who are entitled to vote on the relevant resolution.

Every question arising at the Meeting will be decided in the first instance by a show of hands. A poll may be demanded in accordance with the Company’s Constitution.

On a show of hands, every shareholder who is present in person or by proxy, representative or attorney, will have one vote. Upon a poll, every person who is present in person or by proxy, representative or attorney will have one vote for each Share held by that person.

VOTING EXCLUSION STATEMENTS

Various resolutions are subject to voting exclusions required by the Corporations Act or ASX Listing Rules.

For the purposes of such voting exclusions under the Corporations Act and ASX Listing Rules:

• Key Management Personnel means those persons specified as Key Management Personnel in the Company's Remuneration Report; and

• their Closely Related Parties include certain family members, dependents and companies they control.

PROXIES AND VOTING

We ask for your support by attending the Meeting. However, should you not be able to attend and vote at the Meeting in person and wish to appoint a proxy, please complete and return the attached proxy form in accordance with the instructions in this pack to:

South American Ferro Metals Limited Level 11, 151 Macquarie Street, Sydney 2000 Telephone number: +61 2 8298 2008 Facsimile number: +61 2 8298 2028

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Proxies and corporate representatives

A member who is entitled to attend and vote at the Meeting may appoint a person, who need not be a member of the Company, as the member’s proxy to attend and vote on behalf of the member.

A member who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

A proxy form accompanies this Notice of Meeting. Should you wish to appoint a proxy, please complete the proxy form included with this Notice and return it at least 48 hours prior to the Meeting:

• by delivery or mail to Level 11, 151 Macquarie Street, Sydney NSW 2000; or

• by facsimile to facsimile number +61 (0)2 8298 2028.

If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form. If a representative of a corporate shareholder or a corporate proxy is to attend the Meeting pursuant to section 250D of the Corporations Act 2001, a certificate of appointment of the representative may be obtained from the Company’s share registry.

Appointment of the Chairman or other Key Management Personnel as your proxy

Due to the voting exclusions and requirements referred to above, if you intend to appoint the Chairman or any other Director or Key Management Personnel or their Closely Related Parties or associates as your proxy, you are encouraged to direct your proxy on how to vote on Resolution 1 (Remuneration Report) Resolution 5 (South American Ferro Metals Limited Incentive Option Scheme), Resolution 6 (Issue of Options to Terence Willsteed), Resolution 7 (Issue of Options to Stephen Turner), Resolution 8 (Issue of Options to Alan Doyle), Resolution 9 (Issue of Options to Stephen Fabian) and Resolution 10 (Issue of Options to Rogerio Caporali) by marking either "For", "Against" or "Abstain" on the proxy form for the relevant item of business.

The Chairman's stated voting intention would be to vote any undirected proxies in favour of Resolutions 1, 5, 6, 7, 8, 9 and 10.

Further you should note that:

• if you execute a proxy form and do not nominate a person to act as your proxy, the Chairman will be appointed as your proxy by default;

• if you appoint the Chairman as your proxy or the Chairman is appointed as your proxy by default, and the proxy form does not specify whether to vote "For", "Against" or "Abstain", your undirected proxies held by the Chairman will be taken as a direction to the Chairman to vote in accordance with his stated voting intention, which is to vote in favour of Resolutions 1, 5, 6, 7, 8, 9 and 10; and

• you will be taken to authorise the Chairman to exercise the proxy even though Resolutions 1, 5, 6, 7, 8, 9 and 10 are connected directly with the remuneration of a member of the Key Management Personnel and the Chairman may have an interest in the outcome of those Resolutions.

Shareholders always have the ability to appoint the Chairman as their proxy to cast the votes contrary to the Chairman's stated voting intention or to abstain from voting on a Resolution.

If you appoint someone other than the Chairman as your proxy who is another Director or member of Key Management Personnel or their Closely Related Parties or associates and do not direct them how to vote on a Resolutions 1, 5, 6, 7, 8, 9 and 10 which is subject to a voting exclusion on voting undirected proxies, then your proxy will not be voted on that Resolution.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting of South American Ferro Metals Limited ABN 27 128 806 977 (“ SAFM ” or "the Company ”).

Financial Statements and Reports

The Financial Statements, Directors' Report and the Independent Auditor’s Report for the financial year ended 30 June 2013 (together, the " Reports ") will be laid before the Annual General Meeting (" Meeting "). There is no requirement that shareholders approve the Reports.

Following the consideration of the Reports, the Chairman will give shareholders a reasonable opportunity to ask questions about or comment on the management of the Company.

The Chairman will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the Independent Auditor’s Report;

• (c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor's Report or the conduct of the audit. A list of written questions, if any, submitted by shareholders will be made available at the start of the Meeting and any written answer tabled by the Auditor at the Meeting will be made available as soon as practicable after the Meeting.

Resolution 1: Remuneration Report

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

The Remuneration Report sets out, as at 30 June 2013, the Company’s remuneration arrangements for the Directors, the Managing Director and other Key Management Personnel as prescribed by the Corporations Act and Australian Accounting Standard 124.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting. In addition, the Corporations Act requires that Resolution 1, for the adoption of the Remuneration Report, be put to a vote. The vote on Resolution 1 (Remuneration Report) is advisory only and does not bind the Company or its Directors. However, the Board will consider the outcome of the vote and comments made by shareholders on Resolution 1 (Remuneration Report) at the Meeting when reviewing the Company's remuneration policies and practices.

Further, under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, shareholders will be required to vote at the second of those annual general meetings on a "board spill resolution" to determine whether another meeting should be held within 90 days at which all of the Company's Directors (other than the Managing Director) must stand for reelection.

Chairman will vote undirected proxies

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If you choose to appoint a proxy, you are encouraged to direct your proxy on how to vote on Resolution 1 (Remuneration Report) by marking either "For", "Against" or "Abstain" on the proxy form for that item of business. As noted in the Notice of Meeting, a voting exclusion applies to Resolution 1 (Remuneration Report) as required by the Corporations Act. If you appoint the Chairman as your proxy and your proxy does not specify whether to vote "For", "Against" or "Abstain", then your undirected proxy on Resolution 1 (Remuneration Report) held by the Chairman will be taken as a direction to the Chairman to vote in accordance with his stated voting intention, which is to vote in favour of Resolution 1 (Remuneration Report).

Board Recommendation:

The Board recommends approval of the Remuneration Report.

Resolutions 2 and 3: Re-Election of Directors

Clause 13.2 of the Company's Constitution requires that if the Company has three or more Directors, one third (or the number nearest one third) of those Directors must retire at each annual general meeting, provided always that no Director except the 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.

The Company currently has six (6) Directors and accordingly Mr Terence Willsteed and Mr Alan Doyle must retire by rotation. A director who retires by rotation under clause 13.2 of the Company's Constitution is eligible for re-election.

Information about the background and experience of Mr Willsteed and Mr Doyle is set out in Annexure A to this Explanatory Memorandum.

Board Recommendation:

The Directors, with Mr Willsteed and Mr Doyle abstaining in respect of Resolutions 2 and 3 respectively, unanimously recommend that you vote in favour of Resolutions 2 and 3.

Resolution 4: Re-Election of Director

Clause 13.4 of the Company's 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 Company's Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Rogerio Caporali was appointed a Director on 1 August 2013 and retires in accordance with clause 13.4 of the Company's Constitution, and being eligible, seeks re-election.

Information about the background and experience of Mr Caporali is set out in Annexure A to this Explanatory Memorandum.

Board Recommendation:

The Directors, with Mr Caporali abstaining in respect of Resolution 4, unanimously recommend that you vote in favour of Resolution 4.

Resolution 5: South American Ferro Metals Limited Incentive Option Scheme

In February 2011, the Shareholders of the Company approved the South American Ferro Metals Limited Incentive Option Scheme ("Scheme") and issues of securities under the Scheme. The Scheme is designed to attract, retain and motivate eligible executives and employees by offering eligible participants an opportunity to participate in the Company’s future performance through awards of Options to take up ordinary shares in the Company ("Options").

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Since the establishment of the Scheme, the Company has granted 52,000,000 Options under the Scheme, and 16,370,000 Options have lapsed, so that there remain 35,630,000 Options on issue under the Scheme.

ASX Listing Rule 7.1 provides a formula that limits the number of equity securities the Company may issue within any 12 month period without shareholder approval. The formula allows the Company to issue a maximum number of equity securities equal to 15% of its issued share capital, subject to various exceptions under Listing Rule 7.2.

Listing Rule 7.2, exception 9, provides that issues under an employee incentive scheme are exempt for a period of three years if shareholders approve the Scheme and the issue of securities under the Scheme as an exception to ASX Listing Rule 7.1, as is proposed by Resolution 5.

The terms and conditions of the Scheme are summarised below.

Eligibility

Under the Scheme, the Board may offer Options to full or part-time employees, directors, consultants and contractors of the Company or an associated body corporate of the Company, which the Board determines, should be entitled to participate in the Scheme ("Eligible Participants").

Grant of Options

Options will be granted to Eligible Participants for free. The Company will not apply for ASX quotation of any Options issued under the Scheme.

Exercise Price

The exercise price per Share for an Option will be determined by the Board and specified by the Board at the time of offering the Options to Eligible Participants.

Exercise Period

Options will be exercisable during the Option exercise period specified by the Board at the time of offering the Options to Eligible Participants.

Vesting

Options will only vest upon satisfaction of any vesting conditions specified by the Board at the time of offering the Options to Eligible Participants.

Exercise of Options

Subject to the satisfaction of any applicable vesting or exercise conditions, Options are exercisable during the specified exercise period by giving notice of the exercise to the Company and by paying the exercise price for the Options exercised.

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Issue of Shares upon exercise of options

Each Option exercised entitles the holder to subscribe for one Share. The Shares issued upon exercise of the Options will rank equally and carry the same rights and entitlements as other Shares on issue, except for entitlements which had a record date before the date of issue of that Share.

New issues of Securities

An option holder will not be entitled to participate in new issues of Shares or other securities made by the Company to holders of its Shares, unless the Options are exercised and the respective Shares are issued before the record date for determining entitlements to the new issue.

Bonus Issues

If the Company makes a bonus issue of Shares to its Shareholders prior to the Options being exercised, and an Option is not exercised prior to the record date, the Option will entitle the holder to one Share plus the number of bonus Shares which would have been issued to the holder if the Option had been exercised prior to the relevant record date.

Rights Issues

If the Company makes a pro rata issue of securities (except a bonus issue) to its Shareholders (other than in lieu of dividends or by way of a dividend reinvestment) the Option exercise price will be reduced according to the formula specified in the ASX Listing Rules.

Capital Reorganisation

If there is a reorganisation of the capital of the Company, the number of Options and/or the exercise price of the Options will be correspondingly reorganised in a manner that is necessary to comply with the ASX Listing Rules.

Acceleration of Exercise

If a takeover bid is made to acquire all of the issued Shares of the Company, or a notice of meeting to approve a scheme of arrangement under section 411 of the Corporations Act 2001 is issued by the Company or a Shareholder has sufficient Shares to replace all or a majority of the Board, the Directors may give notice to Option holders entitling them to exercise their Options notwithstanding the Option exercise period has not commenced or applicable vesting or exercise conditions have not been satisfied.

Lapse of Options

If an Option holder ceases to be an employee or director of, or render services to, the Company or a related body corporate ("Ceasing Date"), then unless the Board otherwise determines:

• (a) any unvested Options will lapse; and

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• (b) for those Options which are vested and are otherwise exercisable, the Option holder will have a period of 60 days after the Ceasing Date in which to exercise those Options. Any unexercised Options will then lapse.

Resolution 6, 7, 8, 9 and 10: Issue of Options to Directors

Resolutions 6, 7, 8, 9 and 10 will be voted on separately. However the information outlined below is relevant to all of those resolutions.

Shareholder approval is required under ASX Listing Rule 10.14 because Mr Willsteed, Mr Turner, Mr Doyle, Mr Fabian and Mr Caporali are each a Director. ASX Listing Rule 10.15A requires this Notice of Meeting to include the following information in relation to the Options which may be granted to these Directors pursuant to the Scheme.

Shareholder approval is sought for the grant of a total up to 22,500,000 Options to five Directors of the Company (or their nominated associates) to subscribe for up to a total of 22,500,000 fully paid Shares in the Company, in accordance with the Scheme Rules, as follows:

follows:
Director	Number of Options	Exercise Price
Terence Willsteed, Chairman of the Company	5,000,000	$0.07
Stephen Turner, the Managing Director of the Company	5,000,000	$0.07
	2,500,000	$0.12
Alan Doyle, an Executive Director of the Company	5,000,000	$0.07
Stephen Fabian, a Non-Executive Director of the Company	2,500,000	$0.07
Rogerio Caporali, a Non-Executive Director of the Company	2,500,000	$0.07

The key terms and conditions of the Options are set out below:

The date of issue of Options

If approved, the Options will be issued within 30 days of the approval by the Shareholders.

Exercise price of Options

The Options will be granted for nil consideration.

The exercise price of all the Options will be the $0.07 per share, except for 2,500,000 options issued to Mr Turner at an exercise price of $0.12 per share.

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First exercise date for Options

The Options are exercisable in three equal tranches, the tranches becoming exercisable on the fulfilment of the vesting conditions and automatic exercise trigger set out below or where a special circumstance arises giving rise to an earlier exercise.

Vesting Conditions

Options granted under the Plan to the Directors will be subject to the following Vesting Conditions:

• (a) one third of the Options will vest if employed by the Company on 31 December 2014;

• (b) one third of the Options will vest if employed by the Company on 31 December 2015; and

• (c) one third of the Options will vest if employed by the Company on 31 December 2016.

Automatic exercise trigger

The vested Options are automatically exercisable if the volume weighted average price of the Company's Shares traded on the ASX during the five days prior to exercise of the Options, is equal to or greater than $0.50 per share.

Last exercise date for Options

All Options will lapse automatically if not exercised by 26 November 2018.

Estimated Value

The value assessed for the Options will be calculated at the time of issue and the value will be expensed over the service period, in accordance with the Australian Accounting Standards (AASB 2).

For illustrative purposes, using binomial methodology and Monte Carlo analysis, if the Options had been issued on 18 October 2013 (Effective Valuation Date) and using the following assumptions, the Options would have an estimated remuneration value as follows:

For the $0.07 Exercise Price Options:

For the $0.07 Exercise Price Options:
Assumptions
Share price at Effective Valuation Date	$0.06
Exercise price	$0.07
Risk free rate	2.83%
Volatility	91.68%
Expiry date	26 November 2018
Estimated value per Option	$0.0145

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For the $0.12 Exercise Price Options:

For the $0.12 Exercise Price Options:
Assumptions
Share price at Effective Valuation Date	$0.06
Exercise price	$0.12
Risk free rate	2.83%
Volatility	91.68%
Expiry date	26 November 2018
Estimated value per Option	$0.0127

Based on the estimated value per Option, the value of Options to be issued to the Directors would be as follows:

Directors would be as follows:
Director	Number	Value (A$)
Terence Willsteed, the Chairman of the Company	5,000,000	72,500
Stephen Turner, the Managing Director of the Company	5,000,000	72,500
	2,500,000	31,850
Alan Doyle, an Executive Director of the Company	5,000,000	72,500
Stephen Fabian, a Non-Executive Director of the Company	2,500,000	36,250
Rogerio Caporali, a Non-Executive Director of the Company	2,500,000	36,250
Total	22,500,000	321,850

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Grants since last approval

Since the last approval on 18 February 2011, the following persons for whom approval is required under Listing Rule 10.14 have received options under the Scheme:

Scheme:
Name	Number	Acquisition Price	Exercise Price	Vested/unve sted
Terence Willsteed	5,000,000	24/02/2011	0.36	Vested
Stephen Turner	2,500,000	24/02/2011	0.36	Vested
Stephen Fabian	2,500,000	24/02/2011	0.36	Vested
Philip Re	630,000	24/02/2011	0.36	Vested and Lapsed
Parkinson Corporate	2,870,000	24/02/2011	0.36	Vested and Lapsed
Paul Lloyd	3,500,000	24/02/2011	0.36	Vested and Lapsed
Dion Cohen	2,500,000	24/02/2011	0.36	Vested
Rodrigo Branco	2,500,000	24/02/2011	0.36	Vested
Flavio Lamberti	1,000,000	28/04/2011	0.37	Vested and Lapsed
Philip Hopkins	6,666,667	01/05/2011	0.36	Vested and Lapsed
Philip Hopkins	3,333,333	01/05/2011	0.36	Un-vested and Lapsed
Terence Willsteed	5,000,000	20/12/2012	0.12	Un-vested
Wayne Kernaghan	2,500,000	20/12/2012	0.12	Un-vested
Alan Doyle	2,500,000	20/12/2012	0.12	Un-vested
Dion Cohen	2,500,000	20/12/2012	0.12	Un-vested
Zeca Paixao	2,500,000	23/10/2013	0.07	Un-vested
Jairo Leal	2,500,000	23/10/2013	0.07	Un-vested
Eduardo Freitas	1,500,000	23/10/2013	0.07	Un-vested

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Other Information

ASX Listing Rule 10.15A requires disclosure of the following additional information in relation to the offer of Options to the Directors:

• (a) all Directors of the Company are entitled to participate in the Scheme;

• (b) the Company will not provide any loan funding to the Directors in order to acquire or exercise the Options;

• (c) details of any Options and/or Shares issued under the Scheme will be published in each annual report of the Company relating to the period in which Options or Shares have been issued, and that approval for the issue of Options or Shares was obtained under Listing Rule 10.14; and

• (d) any additional persons who become entitled to participate in Scheme after Resolutions 6, 7, 8, 9 and 10 are approved who are not named in the Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14.

A Voting Exclusion Statement is set out under Resolutions 6, 7, 8, 9 and 10 in the Notice of Meeting.

Board Recommendation:

The Directors, with Mr Willsteed, Mr Turner, Mr Doyle, Mr Fabian and Mr Caporali abstaining in respect of Resolutions 6, 7, 8, 9 and 10 respectively, unanimously recommend that you vote in favour of this resolution.

Resolution 11: Ratification of previous issue of Warrants

On 25 July 2013 the Company announced it had issued 20,457,383 Warrants convertible into Shares at an exercise price of 7.3 cents per Share to Deutsche Bank AG, Sydney as part of the consideration for a US$15 million loan facility. Deutsche Bank is not a related party of the Company. The Warrants issued represented about 5% of SAFM’s issued capital at the time of issue.

The Directors are restricted by Listing Rule 7.1 from issuing new securities in the Company, up to a maximum of 15% of the issued capital in any 12 month period. There are exceptions which allow the Directors to issue new securities above that limit, which include pro rata rights issues and issues made with Shareholder approval.

ASX Listing Rule 7.4 allows the Company to seek the approval of shareholders of the Company to an issue of securities after the issue has been made without approval under Listing Rule 7.1, provided the issue did not breach Listing Rule 7.1 and the holders of ordinary Shares in the Company subsequently approve the issue.

As the issue of Warrants was not in breach of Listing Rule 7.1 and was not previously approved by the shareholders of the Company, the Directors are now seeking shareholders’ approval and ratification for the issue of the Warrants and Shares upon exercise of the Warrants.

If Resolution 11 is passed, the Company will be able to utilise Listing Rule 7.1 for future issues of up to 15% of the issued capital in the next 12 month period without having to convene a shareholders meeting to seek shareholders’ approval of any such issues. The key terms and conditions of the Warrants are:

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Exercise Price

The Warrants have an exercise price of 7.3 cents per Share.

Exercise Period

The Warrants are exercisable from their date of issue on 25 July 2013 and for a period of five years from that date until 24 July 2018.

Exercise of Warrants

Warrants are exercisable during the specified exercise period by giving notice of the exercise to the Company, and the Company may then elect to:

• (a) have the Warrant holder pay the exercise price in cash for the number of Warrants exercised; or

• (b) choose a cashless settlement by issuing the Warrant holder with a number of Shares at the exercise price, equivalent to the amount by which the five day VWAP of Shares up to the issue date exceeds the exercise price of 7.3, cents multiplied by the number of Warrants exercised. This would result in a lower number of Shares being issued but the Company receiving no cash for the issue of such Shares.

Issue of Shares upon exercise of Warrants

Each Warrant exercised entitles the holder to subscribe for one Share. The Shares issued upon exercise of the Warrants will rank equally and carry the same rights and entitlements as other Shares on issue, except for entitlements which had a record date before the date of issue of that Share.

New issues of Securities

A holder of Warrants will not be entitled to participate in new issues of Shares or other securities made by the Company to holders of its Shares, unless the warrants are exercised and the respective Shares are issued before the record date for determining entitlements to the new issue.

Bonus Issues

If the Company makes a bonus issue of Shares to its Shareholders prior to the Warrants being exercised, and a warrant is not exercised prior to the record date, the Warrant will entitle the holder to one Share plus the number of bonus Shares which would have been issued to the holder if the Warrant had been exercised prior to the relevant record date.

Rights Issues

If the Company makes a pro rata issue of securities (except a bonus issue) to its Shareholders (other than in lieu of dividends or by way of a dividend reinvestment) the Warrant exercise price will be reduced according to the formula specified in the ASX Listing Rules.

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Capital Reorganisation

If there is a reorganisation of the capital of the Company, the number of Warrants and/or the exercise price of the Warrants will be correspondingly reorganised in a manner that is necessary to comply with the ASX Listing Rules.

Expiry of Warrants

Any unexercised Warrants will lapse on 24 July 2018.

Board Recommendation:

The Directors believe it is desirable to have the flexibility afforded to the Company to issue securities up to the maximum 15% allowable under Listing Rule 7.1 and accordingly unanimously recommend that shareholders vote in favour of Resolution 11.

Resolution 12: Approval of Additional 10% Placement Capacity under Listing Rule

7.1A

Under Resolution 12, the Company is seeking shareholder approval to create an ability to issue up to an additional 10% of the issued share capital of the Company under ASX Listing Rule 7.1A (Additional 10% Placement Capacity). Resolution 12 is a special resolution and requires approval of 75% of the votes cast by shareholders present and eligible to vote.

Eligibility criteria

Under Listing Rule 7.1A, an eligible listed entity may, subject to shareholder approval by way of special resolution, issue ordinary fully paid Shares comprising up to 10% of its issued share capital in addition to the normal 15% new issue capacity under Listing Rule 7.1. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

Placement capacity under Listing Rule 7.1 and 7.1A

The Additional 10% Placement Capacity is in addition to the Company's usual 15% placement capacity under Listing Rule 7.1. Only fully paid ordinary Shares can be issued under the Additional 10% Placement Capacity.

As at the date of this Notice of Annual General Meeting, the Company has 409,147,659 Shares on issue and therefore, in addition to any other Shares which it can issue under the permitted exceptions to Listing Rules 7.1 and 7.1A, it has the capacity to issue:

• 61,372,149 Shares under Listing Rule 7.1; and

• subject to shareholder approval being obtained under Resolution 8, an additional 40,914,766 Shares under the Additional 10% Placement Capacity under Listing Rule 7.1A.

The actual number of Shares that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Shares in accordance with the formula in Listing Rule 7.1A.2.

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Minimum issue price

In accordance with Listing Rule 7.1A, Shares issued by the Company under the Additional 10% Placement Capacity can only be issued at a price that is not less than 75% of the VWAP (volume weighted average price) of the shares calculated over the 15 trading days on which trades in its Shares were recorded immediately before:

• the date on which the issue price of the Shares is agreed; or

• the issue date (if the Shares are not issued within five trading days of the date on which the issue price is agreed).

Placement period

Shareholder approval under Listing Rule 7.1A is valid from the date of this Annual General Meeting until the earlier to occur of:

• 12 months after the date of the Annual General Meeting; and

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

or such longer period if allowed by ASX.

Shareholder approval under Listing Rule 7.1A does not lapse if the Company’s market capitalisation subsequently exceeds $300 million or if it is included in the S&P/ASX 300 Index at some time during that period provided that the Company meets those criteria on the date of the Annual General Meeting.

Dilution to existing shareholdings

If Resolution 12 is approved by shareholders and the Company issues Shares under the Additional 10% Placement Capacity, there is a risk of economic and voting dilution to existing shareholders as a result. Further, as the market price of the Company's Shares may be significantly lower on the issue date than on the date of Annual General Meeting approval, and because the Shares may be issued at a price that is at a discount to the market price on the issue date, there is a risk that the Additional 10% Placement Capacity may raise less funding than it would based on current market prices.

As required by Listing Rule 7.3A.2, the table below shows a number of hypothetical scenarios regarding the effect of the Additional 10% Placement Capacity where Variable A in the formula in Listing Rule 7.1A.2 (representing the Company's share capital) has increased by either 50% or 100%, and the Share price has decreased by 50% or increased by 100% from the approximate Share price as at the date of this Notice of Annual General Meeting.

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Dilution table

			Dilution table
Share Capital (Variable 'A' in Listing Rule 7.1A.2)		$0.025	$0.05	$0.10 100% increase in Issue Price
		50% decrease in	Issue Price
		Issue Price
Current 409,147,659 Shares	Number of Shares (10%)	40,914,766	40,914,766	40,914,766
	Funds raised	$1,022,869	$2,045,738	$4,091,476
50% increase 613,721,489 Shares	Number of Shares (10%)	61,372,149	61,372,149	61,372,149
	Funds raised	$1,534,304	$3,068,607	$6,137,215
100% increase 818,295,318 Shares	Number of Shares (10%)	81,829,532	81,829,532	81,829,532
	Funds raised	$2,045,738	$4,091,477	$8,182,953

The dilution table has been prepared on the following hypothetical assumptions:

• the current share price is assumed to be $0.06, being the share price on 18 October 2013.

• the Company issues the maximum number of shares available under the Additional 10% Placement Capacity;

• any increase in Variable A (being the issued share capital at the time of issue) is due to an issue of Shares which is an exception in Listing Rule 7.2, for example a pro-rata rights issue. However, a 15% placement under Listing Rule 7.1 does not increase Variable A for the purposes of calculating the placement capacity under Listing Rule 7.1A;

• the table shows only the effect of issues of Shares under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1;

• the table does not show the dilution that may be caused to any particular shareholder by reason of placements under Listing Rule 7.1A, based on that shareholder’s holding at the date of the Annual General Meeting. For instance, shareholders will have different outcomes depending on whether or not they participate in a pro-rata issue which has the effect of increasing Variable A; and

The Company does not represent that these assumptions will necessarily occur.

Purpose of the 10% Placement

The Company may seek to issue Shares under the Additional 10% Placement Capacity for either:

• a cash issue price, in which case, the Company intends to use the funds to fund its Ponto Verde iron ore project in Brazil, or for working capital or for other corporate purposes; or

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• non-cash consideration, such as for the acquisition of new assets or investments, subject to any applicable ASX requirements.

In either case, the cash issue price or the value of the non-cash consideration must comply with the minimum issue price noted above.

Allocation policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue under the Additional 10% Placement Capacity. The identity of the allottees under the Additional 10% Placement Capacity will be determined on a case by case basis having regard to the factors including the following:

• the methods of raising funds that are available to the Company, including a rights issue or other issue in which existing shareholders can participate;

• the effect of the issue of the shares on the control of the Company;

• the financial situation and solvency of the Company; and

• advice from corporate, financial and broking advisors (if applicable).

The allottees under the Additional 10% Placement Capacity have not been determined as at the date of finalisation of this Notice of Annual General Meeting and may include existing substantial shareholders and/or new shareholders, but the allottees cannot include any directors, related parties or associates of a related party of the Company without a further specific shareholder approval.

Previous approval

The Company has previously obtained shareholder approval under Listing Rule 7.1A at its last Annual General Meeting on 16 November 2012, but the Company has not previously used any of the additional placement capacity approved at that time.

Details of equity securities issued during last 12 months

As required by ASX Listing Rule 7.3A6, set out below are details of all equity securities issued in the 12 months preceding the date of issue of this Notice of General Meeting.

During the 12 months prior to the date of this Notice of Annual General Meeting, the Company issued a total of:

• (a) 20,457,383 Warrants, within the 15% placement capacity under ASX Listing Rule 7.1; and

• (b) 19,000,000 Options under the Scheme under an exception in ASX Listing Rule 7.2 for employee incentive schemes.

These equity securities total 39,457,383 and represent about 9.64% of the total shares on issue 12 months prior to the date of this Notice of Annual General Meeting.

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Warrants
Date of issue	25 July 2013
Number issues	20,457,383
Summary of terms	Warrants convertible into Shares at an exercise price of 7.3 cents per Share on the terms summarised in the explanatory statement for Resolution 7.
Name of persons who received securities	Deutsche Bank AG
Options
Date of issue	20 December 2012
Number issued	12,500,000
Summary of terms	The Options were issued under the Company's Incentive Option Scheme on similar terms to those for the Options summarised in the explanatory statement for Resolutions 5, and the following specific terms: Exercise Price: 12 cents per Share Expiry Date: 15 November 2017 First Exercise Date: The Options are exercisable in three equal tranches, the tranches becoming exercisable on the fulfilment of the vesting conditions and exercise conditions set out below or where a special circumstance arises giving rise to an earlier exercise.  one third of the options will vest if employed by the Company on 31 December 2013;  one third of the options will vest if employed by the Company on 31 December 2014; and  one third of the options will vest if employed by the Company on 31 December 2015. Exercise Condition: In addition to the Vesting Conditions set out above, the further Exercise Condition that must be satisfied before Options can be exercised is that the volume weighted average price of the Company's Shares traded on the ASX during the five days prior to exercise of the Options, must be at least $0.50 per Share.

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Name of persons who received securities	Mining Investments Australia Pty Ltd associated with Wayne Kernaghan	2,500,000 Options
	DMC Family Trust, a family trust associated with Dion Cohen	2,500,000 Options
	Alan Doyle	2,500,000 Options
	Patermat Pty Ltd associated with Terence Willsteed	5,000,000 Options
Options
Date issue	24 October 2013
Number issued	6,500,000
Summary of terms	The Options were issued under the Company's Incentive Option Scheme on similar terms to those for the Options summarised in the explanatory statement for Resolutions 5, and the following specific terms: Exercise Price: $0.07 cents per Share Expiry Date: 23 October 2018 First Exercise Date: The Options are exercisable in three equal tranches, the tranches becoming exercisable on the fulfilment of the vesting conditions and automatic exercise trigger set out below or where a special circumstance arises giving rise to an earlier exercise. Options issued to Mr Paixao and Mr Freitas:  one third of the options will vest if employed by the Company on 31 December 2013;  one third of the options will vest if employed by the Company on 31 December 2014; and  one third of the options will vest if employed by the Company on 31 December 2015. Options issued to Mr Leal:  one third of the options will vest if employed by the Company on 31 December 2014;

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	 one third of the options will vest if employed by the Company on 31 December 2015; and  one third of the options will vest if employed by the Company on 31 December 2016. Automatic exercise trigger: The options are automatically exercisable if the volume weighted average price of the Company's Shares traded on the ASX during the five days prior to exercise of the Options, is equal to or greater than $0.50 per share.	 one third of the options will vest if employed by the Company on 31 December 2015; and  one third of the options will vest if employed by the Company on 31 December 2016. Automatic exercise trigger: The options are automatically exercisable if the volume weighted average price of the Company's Shares traded on the ASX during the five days prior to exercise of the Options, is equal to or greater than $0.50 per share.
Names of persons who received securities	Zeca Paixao Eduardo Freitas Jairo Leal	2,500,000 Options 1,500,000 Options 2,500,000 Options

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary Shares, and any associate of such person. However, the Company need not disregard a vote if it is cast:

• as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the form to vote as the proxy decides.

At the date of this Notice of Annual General Meeting, the Company has not approached any particular existing shareholder or an identifiable class of existing shareholders to participate in the issue of the Shares. No existing shareholder's vote will therefore be excluded under the voting exclusion in the Notice of Annual General Meeting.

Board Recommendation:

The Directors believe that Resolution 12 will provide the Company with flexibility to raise capital quickly if advantageous terms are available, and is in the best interests of the Company. The Directors unanimously recommend that shareholders vote in favour of this Resolution 12.

Enquiries

Shareholders are required to contact Mr Dion Cohen (Company Secretary) on +61 2 8298 2008 if they have any queries in respect of the matters set out in these documents.

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South American Ferro Metals Limited

(ACN 128806977)

Appointment of Proxy

I/We ....................................................................................................................................................................................................... of ............................................................................................................................................................................................................

being a member/members of South American Ferro Metals Limited ("Company") hereby appoint

The Chairman of the Meeting (mark with an ‘X’) OR		Write the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named attending the Meeting, or if no person is named, the Chairman of the Meeting as my/our proxy to act generally at the Meeting on my/our behalf and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 27 November 2013 at 10:00am (Sydney time) and at any adjournment of that meeting.

The Company encourages you to direct your proxy on how to vote on each resolution. The Chairman of the Meeting intends to vote all undirected proxies that he holds in favour of all resolutions.

IMPORTANT FOR RESOLUTION 1:

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with his voting intentions on Resolutions 1, 5, 6, 7, 8, 9 and 10 as set out above and in the Notice of Meeting. If you appoint the Chairman of the Meeting as your proxy you can direct him how to vote by either marking the boxes on any of the items below (for example if you wish to vote "for", "against" or "abstain" from voting) or by marking this box (in which case the Chairman will vote in favour of Resolutions 1, 5, 6, 7, 8, 9 and 10 ). If you are do not mark this box, and you have not directed your proxy how to vote on Resolutions 1, 5, 6, 7, 8, 9 and 10, the Chairman of the Meeting will vote in accordance with his stated voting intention, which is to vote in favour of Resolution 1, 5, 6, 7, 8, 9 and 10 . The Chairman intends to vote undirected proxies in favour of each resolution (including Resolutions 1, 5, 6, 7, 8, 9 and 10 ).

I/we direct the Chairman of the Meeting to vote in accordance with his voting intentions on Resolutions 1, 5, 6, 7, 8, 9 and 10 (except where I/we have indicated a different voting intention above) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 1, 5, 6, 7, 8, 9 and 10 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel and even if the Chairman of the Meeting has an interest in the outcome of those Resolutions and that votes cast by him, other than as proxy holder, would be disregarded because of that interest.

Voting directions to your proxy – please mark an ‘X’ to indicate your directions.

Resolution	For	Against	Abstain
1. Adoption of the Remuneration Report			
2. Re-Election of Mr T Willsteed			
3. Re-Election of Mr A Doyle			
4. Re-Election of Mr R Caporali			
5. Approval of Incentive Option Scheme			
6. Issue of options to Mr T Willsteed			
7. Issue of options to Mr S Turner			
8. Issue of options to Mr A Doyle			
9. Issue of options to Mr S Fabian			
10. Issue of options to Mr R Caporali			

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1. Ratification of previous Issue of    Warrants 12. Additional 10% Placement Capacity   

2. Additional 10% Placement Capacity

Signed this ……………………………………………… Individual Shareholder 1 Individual/Sole Director	……. day of ……………………….………………… 2013. Shareholder 2 Shareholder 3 Director Director/Company Secretary	……. day of ……………………….………………… 2013. Shareholder 2 Shareholder 3 Director Director/Company Secretary
		Director/Company Secretary

This form must be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’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 shareholder’s constitution and the Corporations Act 2001 (Cth).

Instructions for Completion of Proxy Form

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights.

3. Appointment of a proxy by a member who is a corporation must be given in accordance with the Corporations Act 2001 (Cth) or signed on its behalf by an authorised attorney.

4. If this proxy is executed under a Power of Attorney, the instrument appointing the attorney must accompany the form of proxy.

5. Any instrument of proxy in which the name of the appointee is not filled in shall be deemed to be given in favour of the Chairman of the Meeting.

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

7. To be effective, the proxy form must be received by the Company at its registered office, Level 11, 151 Macquarie Street, Sydney NSW 2000, or received by facsimile on (02) 8298 2028 not less than forty-eight (48) hours before the time for holding the meeting.

8. For the purposes of section 1109N of the Corporations Act 2001 (Cth), the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the meeting. The snapshot date and time has been set at 7pm (Sydney time) on 25 November 2013.

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Anexure 1

Terence Willsteed

Non-executive Chairman

Mr Willsteed holds a Bachelor of Engineering (Mining) with Honours and a Bachelor of Arts. He is a Fellow of the Australasian Institute of Mining and Metallurgy, a Registered Member of the Society of Mining Engineers and a Member of the Australian Institute of Company Directors. Since 1973 he has been the principal of consulting mining engineers, Terence Willsteed & Associates.

Mr Willsteed’s 50 year career in the mining industry has included senior operational and engineering management positions with Zinc Corporation, Mt Isa Mines Limited and Consolidated Goldfields Australia Limited. His recent public directorships include Niuminco Group Limited, International Ferro Metals Limited, Takoradi Limited, Vantage Goldfields Limited and Goldsearch Limited. In his consulting experience, Mr Willsteed has been involved in the assessment and development of a wide range of mineral, coal and oil shale projects, and has participated in the management of developing and operating mineral projects both in Australia and internationally.

Alan Doyle

Executive Director

Mr Doyle graduated as a geologist in 1979 and worked as a field geologist before entering the financial services industry in 1984. In the early 1990’s, Mr Doyle founded Turnbull Doyle Resources, a private equity and investment banking company that took positions in emerging resource companies. During his time at Turnbull Doyle Resources, Mr Doyle identified and managed these assets prior to either a trade sale or float on international stock exchanges. Several of these early assets in West Africa, Australia and Russia have become significant mines and projects. More recently, Mr Doyle’s company, Africa Pacific Capital, has founded and funded a number of early stage mining ventures principally in South Africa and South America which have also grown into significant mining companies.

Rogério Caporali

Non-executive Director

Mr Caporali is a Graduate in Physics and Mining Engineering from the Universidade Federal de Minas Gerais (“UFMG”). He has completed graduate specialization studies for Technical and Economic Assessment for Mineral Projects as well as graduating from Executive Development Program at Fundação Dom Cabral in Belo Horizonte. Mr Caporali completed a Columbia Business Executive Program in the United States in 2002.

Mr Caporali has extensive experience in the management of large mines in Brazil, and has held numerous senior management positions with Vale Group. In 2004, Mr Caporali was invited by Companhia Siderúrgica Nacional (“CSN”) to join its mining expansion team, where he held the position of Director of CSN mines, CEO at Companhia de Fomento Mineral e Participações (“CFM”) and COO at Nacional Minérios (“NAMISA”).

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