TITANIUM SANDS LIMITED — AGM Information 2014

Oct 22, 2014

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Windimurra Vanadium Limited ACN 009 131 533

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Annual General Meeting to be held at the offices of Trident Capital, Level 24, 44 St George’s Terrace, Perth, Western Australia on 26 November 2014 commencing at 10.00am (WST)

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Windimurra Vanadium Limited (ACN 118 159 881) ( Company ) will be held at the offices of Trident Capital, Level 24, 44 St George’s Terrace, Perth, Western Australia on 26 November 2014 commencing at 10.00am (WST).

ORDINARY BUSINESS

The business to be transacted at the Annual General Meeting is the consideration of Items 1 to 6 (inclusive) and proposal of Resolutions 1 to 11 (inclusive) as set out below.

Item 1 - Financial Statement and Reports – 2009 Annual Report

To receive and consider the annual financial report, together with the Director’s and auditor’s reports for the year ending 30 June 2009.

Item 2 - Financial Statement and Reports – 2010 Annual Report

To receive and consider the annual financial report, together with the Director’s and auditor’s reports for the year ending 30 June 2010.

Item 3 - Financial Statement and Reports – 2011 Annual Report

To receive and consider the annual financial report, together with the Director’s and auditor’s reports for the year ending 30 June 2011.

Item 4 - Financial Statement and Reports – 2012 Annual Report

To receive and consider the annual financial report, together with the Director’s and auditor’s reports for the year ending 30 June 2012.

Item 5 - Financial Statement and Reports – 2013 Annual Report

To receive and consider the annual financial report, together with the Director’s and auditor’s reports for the year ending 30 June 2013.

Item 6 - Financial Statement and Reports – 2014 Annual Report

To receive and consider the annual financial report, together with the Director’s and auditor’s reports for the year ending 30 June 2014.

Resolution 1 – Approval of Remuneration Report – 2009 Annual Report

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

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2009 be adopted.”

Resolution 2 – Approval of Remuneration Report – 2010 Annual Report

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

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2010 be adopted.”

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Resolution 3 – Approval of Remuneration Report – 2011 Annual Report

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

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2011 be adopted.”

Resolution 4 – Approval of Remuneration Report – 2012 Annual Report

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

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2012 be adopted.”

Resolution 5 – Approval of Remuneration Report – 2013 Annual Report

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

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2013 be adopted.”

Resolution 6 – Approval of Remuneration Report – 2014 Annual Report

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

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2014 be adopted.”

Resolution 7 – Re-election of Directors

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

• (a) “That, for all purposes, Mr Paul Price, who was appointed as a Director by the Board pursuant to Rule 9.2 of the Constitution, and being eligible, offers himself for re-election, is re-elected as a Director in accordance with the Constitution.”

• (b) “That, for all purposes, Mr KC Ong, who was appointed as a Director by the Board pursuant to Rule 9.2 of the Constitution, and being eligible, offers himself for re-election, is re-elected as a Director in accordance with the Constitution.”

• (c) “That, for all purposes, Mr Jason Ferris, who was appointed as a Director by the Board pursuant to Rule 9.2 of the Constitution, and being eligible, offers himself for re-election, is re-elected as a Director in accordance with the Constitution.”

Resolution 8 – Issue of Shares on the conversion of the Convertible Notes

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

“That, in accordance with Listing Rule 7.1 and for all other purposes, approval be and is hereby given to the issue of:

• (a) 10,000,000 Shares to Adam Sierakowski (and/or its nominee) (as an Exempt Investor); and

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• (b) 10,000,000 Shares to Mr Jason Peterson & Mrs Lisa Peterson (and/or its nominee) (as an Exempt Investor);

on the conversion of the Convertible Notes in whole or in part, in the manner, in the amount and on the terms and conditions set out in the accompanying Explanatory Statement.”

Resolution 9 – Issue of Shares on the conversion of the Willis Convertible Note

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

“That, in accordance with Listing Rule 7.1 and for all other purposes, approval be and is hereby given to the issue of 29,895,000 Shares to Willis Holdings Limited (and/or its nominee) on the conversion of the Willis Convertible Note, in the manner, in the amount and on the terms and conditions set out in the accompanying Explanatory Statement.”

Resolution 10 – Approval of 10% Placement Facility

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

Resolution 11 – Appointment of Auditor

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

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, BDO Audit (WA) Pty Ltd, having been nominated and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company.”

Other business

In accordance with section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Annual General Meeting.

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Voting exclusion statement

The following voting exclusion statement applies to the Resolutions under the Listing Rules in relation to the following persons ( Excluded Persons ). The Company will disregard any votes on the following Resolutions cast by the following Excluded Persons:

Resolution Number	Title	Excluded Persons
1 - 6	Approval of Remuneration Reports	• a member of Key Management Personnel as disclosed in the Remuneration Report; • a Closely Related Party of a member of Key Management Personnel; and • as a proxy by a member of Key Management Personnel or a Closely Related Party.
8	Issue of Shares on the conversion of the Convertible Notes	• The Convertible Noteholders referred to in Resolution 8 and any of their Associates. • A person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 8 is passed, and any of their Associates.
9	Issue of Shares on the conversion of the Willis Convertible Note	• Willis Holdings Limited and any of their Associates. • A person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 9 is passed, and any of their Associates.
10	Approval of 10% Placement Capacity	• Any person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares.

However, in respect of Resolutions 1 to 6 (inclusive), the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form, or by the Chairman pursuant to an express authorisation to exercise the proxy.

In respect of Resolution 8 to 10 (inclusive) the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it. Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.

Proxies

Please note that:

• (a) Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company;

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Members of Key Management Personnel and their Closely Related Parties will not be able to vote as proxy on Resolutions 1 to 6 (inclusive) unless the Shareholder directs them how to vote or, in the case of the Chairman, unless the Shareholder expressly authorises him to do so. If a Shareholder intends to appoint a member of Key Management Personnel or their Closely Related Parties (other than the Chairman) as its proxy, the Shareholder should ensure that it directs the proxy how to vote on Resolutions 1 to 6 (inclusive).

If a Shareholder intends to appoint the Chairman as its proxy on Resolutions 1 to 6 (inclusive) Shareholders can direct the Chairman how to vote by marking one of the boxes for Resolutions 1 to 6 (inclusive) (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If a Shareholder does not direct the Chairman how to vote, the Shareholder is deemed to expressly authorise the Chairman to vote as he sees fit on Resolutions 1 to 6 (inclusive) even though Resolutions 1 to 6 (inclusive) are connected to the remuneration of members of Key Management Personnel and even if the Chairman has an interest in the outcome of the Resolutions.

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

• (a) send the Proxy Form by post to Windimurra Vanadium Limited, PO Box Z5183, Perth WA 6831; or

• (b) send the Proxy Form by facsimile to the Company on (08) 9218 8875.

so that it is received not later than 10.00am WST on 24 November 2014.

Proxy forms received later than this time will be invalid.

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Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on 24 November 2014. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

By Order of the Board of Directors

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---------------------------------------------- Paul Price Chairman Windimurra Vanadium Limited 14 October 2014

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolution in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1. Items 1 to 6 – Financial Statements and Reports

The 2009 Annual Report, 2010 Annual Report, 2011 Annual Report, 2012 Annual Report, 2013 Annual Report, 2014 Annual Report and the Directors’ reports and auditor’ reports for the Company for the years ended 30 June 2009, 30 June 2010, 30 June 2011, 30 June 2012, 30 June 2013 and 30 June 2014 will be laid before the Annual General Meeting.

There is no requirement for Shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments about these reports and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions about the:

• conduct of the audit;

• preparation and content of the auditor’s report;

• accounting policies adopted by the Company in relation to the preparation of the financial statements; or

• independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about the content of the auditor’s reports of the conduct of the audit may be submitted no later than 5 Business Days before the Annual General Meeting date to the Company Secretary at c/o Trident Capital Level 24, 44 St George’s Terrace Perth WA 6000, or by facsimile on (08) 9218 8875.

The Company’s 2009 Annual Report, 2010 Annual Report, 2011 Annual Report, 2012 Annual Report, 2013 Annual Report and 2014 Annual Report are available on the Company’s website www.windimurravanadium.com.au

2. Resolutions 1 to 6 – Approval of Remuneration Reports

The Remuneration Reports of the Company for the financial years ended 30 June 2009, 30 June 2010, 30 June 2011, 30 June 2012, 30 June 2013 and 30 June 2014 are included in the Directors’ report in the 2009 Annual Report, 2010 Annual Report, 2011 Annual Report, 2012 Annual Report, 2013 Annual Report, and 2014 Annual Report. The Remuneration Reports set out the Company’s remuneration arrangements for the Directors and executive employees of the Company.

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Section 249L(2) of the Corporations Act requires a company to inform Shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a resolution that the Remuneration Report be adopted must be put to the vote. Resolutions 1 to 6 (inclusive) seeks this approval.

In accordance with section 250R(3) of the Corporations Act, Shareholders should note that Resolutions 1 to 6 (inclusive) are “advisory only” resolutions which do not bind the Directors of the Company.

Following consideration of the Remuneration Reports, the Chairman, in accordance with section 250SA of the Corporations Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Reports.

If at least 25% of the votes on Resolution 6 are voted against adoption of the 2014 Remuneration Report at the Annual General Meeting, and then again at the Company’s 2015 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of the Directors ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company’s 2015 annual general meeting. All of the Directors who are in office when the Company’s 2015 Directors’ Report is approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election is approved will be the directors of the Company.

3. Resolution 7 – Re-election of Directors

Rule 9.2 of the Constitution requires that any Director appointed by the Board, either to fill a casual vacancy or as an addition to the Board, must retire at the next meeting following his or her appointment, but is eligible for re-election at that meeting. Accordingly, as Mr Paul Price, Mr KC Ong and Mr Jason Ferris have each been appointed by the Board to fill a casual vacancy, they each now retire, but being eligible, offer themselves for election as a Director.

Details of the Directors are as follows:

Mr Paul Price

Mr Price was appointed as a Director of the Company on 30 July 2012. Mr Price has extensive experience in corporate and commercial matters and has advised national and international clients on capital raising and structuring issues including Corporations Act and ASX Listing Rule compliance and governance issues. Mr Price’s clients span numerous industry sectors, including resources and energy, manufacturing, professional services, industrial and technology. Mr Price has served as a director of a number of ASX listed companies and is a cofounder of corporate advisory firm Trident Capital. Mr Price is a member of the Australian Institute of Company Directors, AMPLA (the Resources and Energy Law Association) and the Association of Mining and Exploration Companies. Paul has a Bachelor of Jurisprudence, a Bachelor of Laws and a Masters of Business Administration, all from the University of Western Australia. Mr Price is a director of Cell Aquaculture Ltd and Oz Brewing Limited.

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Mr KC Ong

Mr Ong was appointed as a Director of the Company on 30 July 2012. Mr. Ong has over 25 years of extensive and diverse experience in corporate finance and business advisory to corporations in Australia and South-East Asia. Mr. Ong is a Director of Trident Management Services. He is an alumni from Deakin University, Victoria, holding a Bachelor of Commerce degree and is a Certified Practicing Accountant. Mr Ong is a director of Reclaim Industries Limited, My ATM Limited, and Cell Aquaculture Limited.

Mr Jason Ferris

Mr Ferris was appointed as a Director of the Company on 31 July 2014. Mr Ferris holds an AFSL and an Australian Credit License. He is a Fellow of the Australian Institute of Management (FAIM) and is a Member of the Australian Institute of Company Directors (MAICD). Mr Ferris has held board positions in both Australia and South Africa, and has held executive roles in the United Kingdom. Mr Ferris is currently the sole director of both Woodchester Capital and Woodchester Finance and was previously an executive director of the company responsible for establishing and building the Western Australian arm of ASX listed residential mortgage broker Mortgage Choice prior to its listing. This company is now capitalised at circa AUD$150m. Mr Ferris has been involved in excess of $3b in property finance transactions since late 2005 in the commercial property finance sector including senior development debt, investment term debt and mezzanine finance. He has also facilitated many joint venture opportunities in both property and mining sectors.

4. Resolution 8 – Issue of Shares on the conversion of the Convertible Notes

The Company entered into Convertible Note Agreements with each of the Convertible Noteholders to procure the advance of $40,000 to pay for costs associated with the Recapitalisation Proposal.

The material terms of the Convertible Note Agreements are as follows:

• (a) Subject to the Company obtaining all necessary Shareholder approvals under the Corporations Act and the Listing Rules, the Convertible Notes will be redeemed by conversion into Shares.

• (b) Each Convertible Note will convert into Shares at the rate of one Share for every $0.002 advanced.

• (c) The Shares issued on conversion will rank equally in all respects with other Shares on issue at that time.

• (d) No interest is payable on the Convertible Notes.

• (e) If the condition in (a) above is not satisfied, the Convertible Notes will be repayable by paying to each Convertible Noteholder the amount advanced less the total costs incurred by the Company in respect of the Recapitalisation Proposal on a pro rata basis.

• (f) The Convertible Notes are unsecured.

The Convertible Note Agreements otherwise contain provisions considered standard for agreements of this nature.

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Resolution 8 is an ordinary resolution and seeks Shareholder approval under Listing Rule 7.1 for the issue of 10,000,000 Shares to each of the Convertible Noteholders (and/or their nominees).

Listing Rule 7.1 provides that a company must not, without shareholder approval and subject to certain exceptions, issue any equity security (including options and convertible notes) during any 12 month period if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Listing Rule 7.3 requires the following information to be provided to Shareholders:

• (i) The maximum number of securities to be issued to non-Related Parties under Resolution 8 is 20,000,000 Shares.

• (ii) The Shares will be allotted and issued under Resolution 8 within 3 months of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). Allotment will occur on the same date as the persons to be issued shares have already been identified.

• (iii) The issue price payable for the Shares under Resolution 8 is $0.002 per Share.

• (iv) The Shares under Resolution 8 are to be issued to:

• (A) 10,000,000 Shares to Adam Sierakowski (and/or its nominee); and

• (B) 10,000,000 Shares to Jason Peterson and Lisa Peterson (and/or its nominee);

• (v) None of the Shares under Resolution 8 are to be issued to related parties of the Company.

• (vi) The Shares to be issued under Resolution 8 are ordinary fully paid shares which, upon being issued, will rank equally with the Existing Shares in the Company.

• (vii) No funds will be raised from the issue of Shares under Resolution 8. Funds raised on the issue of the Convertible Notes were used to pay for costs associated with the Recapitalisation Proposal.

5. Resolution 9 – Issue of Shares on the conversion of the Willis Convertible Note

The Company has entered into an option agreement ( Option Agreement ) with Cuprum Holdings Limited ( Cuprum ) under which Cuprum has granted the Company the sole and exclusive option to acquire 100% of the issued capital of Srinel Holdings Limited ( Srinel ). Srinel owns 13 exploration licenses prospective for heavy mineral sands in Sri Lanka.

Under the terms of the Option Agreement, the Company agreed to pay US$500,000 ( Option Fee ) to Cuprum in consideration for Cuprum granting the Company the sole and exclusive option to acquire the Srinel Shares.

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To fund the payment of the Option Fee to Cuprum, the Company entered into a convertible note agreement with Willis Holdings (a company registered in Mauritius) who is associated with Cuprum.

The material terms of the Willis Convertible Note Agreement are as follows:

• (a) Willis Holdings will advance AU$555,000 to the Company in consideration of the Company issuing the Willis Convertible Note.

• (b) The Willis Convertible Note is unsecured and no interest is payable on the note.

• (c) The maturity date ( Maturity Date ) of the Willis Convertible Note is the earlier of 28 days from the date that completion successfully occurs under the Option Agreement and 125 days from the date that the Company receives the advance (i.e. 23 July 2014).

• (d) On or before the Maturity Date, the Willis Holdings may elect to convert the Convertible Note into Shares at a conversion rate of $0.01 each. Conversion will be subject to any necessary Shareholder approvals.

• (e) If the Willis Convertible Note is not converted by the Maturity Date, then the Willis Convertible Note will be redeemed by the Company by way of cash payment in the amount of $250,000 and the issue of Shares for the balance at a conversion rate of $0.01 each.

In March 2014, Willis Holdings advanced USD $500,000 which amounted to AUD $548,950 after taking into account the foreign exchange effect. On 23 September 2014, AUD $250,000 was repaid pursuant to the terms of the Willis Convertible Note. The balance will be converted into shares at a conversion rate of $0.01 per shares and is subject to Shareholder approval pursuant to Resolution 9.

Accordingly, Resolution 9 is an ordinary resolution and seeks Shareholder approval under Listing Rule 7.1 for the issue of 29,895,000 Shares to Willis Holdings (and/or nominees).

Listing Rule 7.1 provides that a company must not, without shareholder approval and subject to certain exceptions, issue any equity security during any 12 month period if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Listing Rule 7.3 requires the following information to be provided to Shareholders:

• (i) The maximum number of securities to be issued to Willis Holdings (and/or nominees) under Resolution 9 is 29,895,000 Shares.

• (ii) The Shares will be allotted and issued under Resolution 9 within 3 months of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (iii) The issue price payable for the Shares under Resolution 9 is $0.01 per Share.

• (iv) The Shares under Resolution 9 are to be issued to Willis Holdings (and/or nominees).

• (v) The Shares under Resolution 9 will not be issued to a related party of the Company.

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• (vi) The Shares to be issued under Resolution 9 are ordinary fully paid shares which, upon being issued, will rank equally with the existing Shares in the Company.

• (vii) No funds will be raised from the issue of Shares under Resolution 9. Funds raised on the issue of the Willis Convertible Notes were used to pay the Option Fee to Cuprum under the Option Agreement.

6. Resolution 10 - Approval of 10% Placement Facility

6.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities totalling up to 10% of its issued share capital through placements over a 12 month period after the entity’s annual general meeting (“ 10% Placement Facility ”). The 10% Placement Facility is in addition to the Company's 15% placement 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.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 as set out below.

The Board believes that Resolution 10 is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution.

6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of this Notice of Annual General Meeting, the only Equity Securities that the Company has on issue are its 399,284,366 Shares.

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(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A is the number of shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

Note that “A” has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

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

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

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

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

or such longer period if allowed by ASX (“ 10% Placement Period ”).

6.3 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 ASX trading days immediately before:

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

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

• (b) If Resolution 10 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

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

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

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The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable A in Listing Rule 7.1A.2			Dilution
		$0.005 50% decrease in Market Price	$0.01 Current Market Price	$0.02 100% increase in Market Price
Current Variable A 399,284,366	10% Voting Dilution	39,928,436 Shares	39,928,436 Shares	39,928,436 Shares
	Funds raised	$199,642.18	$399,284.36	$798,568.72
50% increase in current Variable A 598,926,549	10% Voting Dilution	59,892,654 Shares	59,892,654 Shares	59,892,654 Shares
	Funds raised	$299,463.27	$598,926.54	$1,197,853.08
100% increase in current Variable A 798,568,732	10% Voting Dilution	79,856,873 Shares	79,856,873 Shares	79,856,873 Shares
	Funds raised	$399,284.36	$798,568.73	$1,597,137.46

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

2. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

3. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

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

5. The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

6. The issue price is $0.01, being the closing price of the Shares on ASX on 13 October 2014.

7. (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 10 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve 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).

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

• (i) non-cash consideration for the acquisition of new resource assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards general working capital and for acquisition of new assets or investments (including expenses associated with such acquisition).

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The persons to be issued Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the purpose of the issue;

• (ii) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which existing security holders can participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

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

• (v) prevailing market conditions; and

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

The persons issued securities under the 10% Placement Facility have not been determined as at the date of this Notice of Annual General Meeting but are likely to be investors which are sophisticated or professional investors (or both) for the purposes of section 708 of the Corporations Act.

If the Company is successful in acquiring new resources assets or investments, it is likely that the persons issued securities under the 10% Placement Facility will be the vendors of the new resources assets or investments.

• (e) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• (f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No

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existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

• (g) During the 12 months preceding the date of the meeting the Company issued a total of 380,000,000 Shares, representing 1,970% of the shares on issue at the commencement of that 12 month period.

Date of issue	26 May 2014
Number issued	(i) 250,000,000 Shares (ii) 100,000,000 Shares (iii) 30,000,000 Shares
Class of Security	Ordinaryfully paid shares
Persons who received securities	(i) Investors pursuant to the Public Offer under the Prospectus dated 4 April 2014; (ii) Convertible Noteholders on conversion of convertible notes pursuant to the Conversion Offer under the Prospectus; (iii) Strategic Investors pursuant to the Strategic OfferundertheProspectus.
Price (per Share)	(i) Public Offer - $0.01 (ii) Conversion Offer - nil (iii) Strategic Offer - nil
Discount to market	(i)Public Offer –0%
Non cash consideration	(ii) Conversion Offer – shares issued on conversion of convertible notes (iii) Strategic Offer – shares issued for facilitating completion of the recapitalisationproposal.
Current value	N/A
Total cash consideration	$2,500,000
Amount of cash spent	Approximately 78% of the total capital raising of$2.5m has beenspent.
Use of cash	The funds raised under the Public Offer were used to facilitate the Company’s reinstatement on the official list of the ASX, pay various costs of the Offers, pay consideration to Claimant Group, pay amounts payable to the Deed Administrators under the DOCA and implement the Company’s expenditure plans.

7. Resolution 11 – Appointment of Auditors

KPMG have given notice of their intention to resign as auditor of the Company under section 329(5) of the Corporations Act. This is subject to receipt of the consent of the Australian Securities & Investments Commission ( ASIC ) and shareholder approval of Resolution 11 for the appointment of BDO Audit (WA) Pty Ltd ( BDO ) as auditor.

Subject to ASIC consenting to the resignation of KPMG and KPMG submitting a resignation to the Company, it is proposed that the Company appoint BDO as auditor of the Company.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for BDO to be appointed as the Company’s auditor. A copy of this nomination is attached to the Explanatory Statement as Annexure A.

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BDO has given its written consent to act as the Company’s auditor subject to shareholder approval pursuant to Resolution 11.

If Resolution 11 is passed, the appointment of BDO as the Company’s auditor will take effect at the close of the AGM.

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Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

2009 Annual Report	the Company’s annual report including the reports of the
	Directors and auditor and the financial statements of the
	Company for the year ended 30 June 2009.
2010 Annual Report	the Company’s annual report including the reports of the
	Directors and auditor and the financial statements of the
	Company for the year ended 30 June 2010.
2011 Annual Report	the Company’s annual report including the reports of the
	Directors and auditor and the financial statements of the
	Company for the year ended 30 June 2011.
2012 Annual Report	the Company’s annual report including the reports of the
	Directors and auditor and the financial statements of the
	Company for the year ended 30 June 2012.
2013 Annual Report	the Company’s annual report including the reports of the
	Directors and auditor and the financial statements of the
	Company for the year ended 30 June 2013.
2014 Annual Report	the Company’s annual report including the reports of the
	Directors and auditor and the financial statements of the
	Company for the year ended 30 June 2014.
ASX	ASX Limited (ACN 008 624 691) trading as the Australian
	Securities Exchange.
BDO	BDO Audit (WA) Pty Ltd (ACN112 284 787).
Board	the board of Directors.
Chairman	Mr Paul Price.
Closely Related Party	means a closely related party of a member of Key
	Management Personnel as defined in Section 9 of the
	Corporations Act, being:
	(a) a spouse or child of the member;
	(b) a child of that member’s spouse;
	(c) a dependant of that member or of that member’s
	spouse;
	(d) anyone else who is one of that member’s family and
	may be expected to influence that member, or be
	influenced by that member, in that member’s dealings
	with the Company;
	(e) a company that is controlled by that member; or
	(f) any other person prescribed by the regulations.
Constitution	the constitution of the Company.
Company	Windimurra Vanadium Limited ACN 009 131 533.
Convertible Noteholders	means the holder of a Convertible Note being:
	(a) Adam Sierakowski
	(and/or nominee); and
	(b) Jason Peterson and Lisa Peterson <J&L Peterson S/F
	A/C> (and/or their nominee).
Convertible Notes	means $40,000 worth of convertible notes issued to the
	Convertible Noteholders which are convertible into 20 million
	shares as described in Section 4 of the Explanatory Statement.
Corporations Act	Corporations Act 2001 (Cth).
Director	a director of the Company.
Explanatory Statement	the explanatory statement accompanying the Notice of Annual
	General Meeting.

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Key Management Personnel	means the key management personnel of the Company as
	defined in Section 9 of the Corporations Act and Australian
	Accounting Standards Board accounting standard 124, being
	those persons having authority and responsibility for planning,
	directing and controlling the activities of the Company, directly
	or indirectly, including any Director (whether executive or
	otherwise).
Listing Rules	the listing rules of ASX.
Notice of Annual General Meeting	the notice of annual general meeting accompanying the
	Explanatory Statement.
Remuneration Report	the section of the Director’s report entitled “remuneration
	report”.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a holder of Shares.
Willis Holdings	Willis Holdings Limited (a company registered in Mauritius).
Willis Convertible Note	means the convertible note issued to Willis Holdings as
	described in Section 5 of the Explanatory Statement.
WST	Western Standard Time in Australia.

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ANNEXURE A

Nomination for the appointment of BDO Audit (WA) Pty Ltd as Auditor

14 October 2014

The Board of Directors Windimurra Vanadium Limited Level 24, 44 St Georges Terrace PERTH WA 6000

Dear Sirs

Nomination of BDO Audit (WA) Pty Ltd as Auditor of Windimurra Vanadium Limited

I, Sean McCormick being a shareholder of Windimurra Vanadium Limited, hereby nominate BDO Audit (WA) Pty Ltd of 38 Station Street, Subiaco, WA for the appointment as auditor of Windimurra Vanadium Limited ACN 009 131 533 at its Annual General Meeting to be held on 26 November 2014.

I consent to the distribution of a copy of this nomination as an annexure to the Notice of Annual General Meeting of Windimurra Vanadium Limited as required by section 328B(3) of the Corporations Act 2001 (Cth).

Yours faithfully

==> picture [87 x 30] intentionally omitted <==

Sean McCormick

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WINDIMURRA VANADIUM LIMITED ACN 009 131 533

PROXY FORM

I/We

of

being a member of Windimurra Vanadium Limited ACN 009 131 533 entitled to attend and vote at the General Meeting, hereby

appoint

Name of proxy

OR the Chairman of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting, or the Chairman’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10.00am (WST) on 26 November 2014 at the offices of Trident Capital of Level 24, 44 St Georges Terrace, Perth, Western Australia, and at any adjournment thereof.

Important for Resolutions 1 to 6 (inclusive) if the Chairman is your proxy or is appointed as your proxy by default

If I/we have appointed the Chairman of the meeting as my/our proxy (or the Chairman of the meeting becomes my/our proxy by default) I/we expressly authorise the Chairman of the meeting (to extent permitted by law) to exercise my/our proxy in respect of Resolutions 1 to 6 (inclusive) even though the Resolutions are connected directly or indirectly with the remuneration of a member of key management personnel of Windimurra Vanadium Limited, which includes the Chairman of the Meeting. If you appoint the Chairman as your proxy you can direct the Chairman how to vote by either marking the boxes in the section.

I/We acknowledge that the Chairman intends to vote undirected proxies in favour of each Resolution, to the extent permitted by law.

OR

Voting on Business of the Annual General Meeting	Voting on Business of the Annual General Meeting	For	Against	Against	Against	Abstain	Abstain	Abstain
Resolution 1	Approval of Remuneration Report - 2009
Resolution 2	Approval of Remuneration Report - 2010
Resolution 3	Approval of Remuneration Report - 2011
Resolution 4	Approval of Remuneration Report - 2012
Resolution 5	Approval of Remuneration Report - 2013
Resolution 6	Approval of Remuneration Report - 2014
Resolution 7(a)	Re-election of Mr Paul Price
Resolution 7(b)	Re-election of Mr KC Ong
Resolution 7(c)	Re-election of Mr Jason Ferris
Resolution 8	Issue of Shares on Conversion of Convertible Notes
Resolution 9	Issue of Shares on Conversion of Willis Convertible Notes
Resolution 10	Approval of 10% Placement Capacity
Resolution 11	Appointment of Auditor

Note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority.

If two proxies are being appointed, the proportion of voting rights this proxy represents is ___%

Signature of Member(s):

Individual or Member 1 Sole Director/Company Secretary	Member 2 Director	Member 3
		Director/Company Secretary

Contact Name: _______ Contact Number: ________

Instructions for Proxy Form

1 Your name and address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

2 Appointment of a proxy

You are entitled to appoint no more than two proxies to attend and vote on a poll on your behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of your voting rights. If you appoint two proxies and the appointment does not specify this proportion, each proxy may exercise half of your votes.

If you wish to appoint the Chairman of the Annual General Meeting as your proxy, please mark the box. If you leave this section blank or your named proxy does not attend the Annual General Meeting, the Chairman will be your proxy. A proxy need not be a Shareholder.

3 Voting on Resolutions

You may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item your vote will be invalid on that item.

4 Signing instructions

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

• (a) ( Individual ) Where the holding is in one name, the holder must sign.

• (b) ( Joint holding ) Where the holding is in more than one name, all of the shareholders should sign.

• (c) ( Power of Attorney ) If you have not already lodged the Power of Attorney with the Company’s share registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• (d) ( 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) does not have a company secretary, as 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.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

5 Return of a Proxy Form

To vote by proxy, please complete and sign the enclosed Proxy Form (and any Power of Attorney and/or second Proxy Form) and return by:

• (a) post to the Company at PO Box Z5183, Perth, Western Australia 6831; or

• (b) facsimile to the Company on (+61 8) 9218 8875,

so that it is received by no later than 10.00am (WST) on Monday 24 November 2014.

Proxy Forms received later than this time will be invalid.