TRITON MINERALS LTD - Proxy Solicitation & Information Statement 2014

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TRITON
MINERALS LTD
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TRITON MINERALS LIMITED ACN 126 042 215

NOTICE OF GENERAL MEETING

TIME : 10:30am (WST) DATE : Friday, 21 March 2014 PLACE : 278 Barker Road Subiaco, WA 6008

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 6489 2555.

CONTENTS PAGE

CONTENTS PAGE
Notice of General Meeting (setting out the proposed resolutions)	2-4
Explanatory Statement (explaining the proposed resolutions)	5-8
Appendix A	9-10
Proxy Form	11-12

TIME AND PLACE OF ME ETING AND HOW TO VOT E

VENUE

The General Meeting of the Shareholders of Triton Minerals Limited (the “Company”) to which this Notice of Meeting relates will be held at 10:30am (WST) on Friday, 21 March 2014 at:

278 Barker Road, Subiaco, Western Australia, 6008

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:

(a) by post to Triton Minerals Limited, P.O. Box 1518, West Perth, WA 6872; or

(b) by facsimile to the Company on facsimile number (08) 9388 1252,

so that it is received not later than 10:30am(WST) on Wednesday, 19 March 2014.

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETI NG

Notice is given that the General Meeting of Shareholders of Triton Minerals Limited (the “Company”) will be held at 10.30am (WST) on Friday, 21 March 2014 at 278 Barker Road, Subiaco, Western Australia 6008.

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

The Directors have determined pursuant to the Company’s Constitution and the Corporations Act that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at the close of business on Wednesday, 19 February 2014.

AGENDA

RESOLUTION 1 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES - PLACEMENT

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

“That for the purposes of ASX Limited (“ASX”) Listing Rule 7.4 and for all other purposes that the Company approves and ratifies the prior issue of 28,571,426 ordinary fully paid shares at an issue price of $0.056 as specified in, and on such terms and conditions referred to in, the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolutions 1, if:

(a) 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

(b) 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.

RESOLUTION 2 – APPROVAL OF PRIOR ISSUE OF OPTIONS - PLACEMENT

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

“That for the purposes of ASX Limited (“ASX”) Listing Rule 7.4 and for all other purposes that the Company approves and ratifies the prior issue of 14,285,713 unlisted options with an exercise price of $0.10 and expiry date of 31 December 2016 as specified in, and on such terms and conditions referred to in, the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolutions 2, if:

(a) 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

(b) 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.

RESOLUTION 3 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – GRAFEX

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

“That for the purposes of ASX Limited (“ASX”) Listing Rule 7.4 and for all other purposes that the Company approves and ratifies the prior issue of 2,000,000 ordinary fully paid shares at an average deemed issue price of $0.075 as specified in, and on such terms and conditions referred to in, the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote on Resolutions 3, if:

(a) 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

(b) 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.

DATED: 24 January 2014

BY ORDER OF THE BOARD

TRITON MINERALS LIMITED BRADLEY BOYLE COMPANY SECRETARY

EXPLANATORY MEMORANDUM

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at 278 Barker Road, Subiaco, Western Australia at 10.30am (WST) on Friday, 21 March 2014.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

Voting Exclusion Statement:

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

RESOLUTION 1 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – PLACEMENT

On 6 December 2013, the Company advised the market of its intent to complete a capital raising where the Company was to issue up 28,571,426 ordinary fully paid Shares and 14,285,713 unlisted options, to raise a total of $1,600,000. The money raised is to be used by the Company to advance the exploration and development of the Company’s Balama North graphite project in Mozambique and to provide general working capital for the Company ( Placement ).

Settlement of the Placement was announced on 7 January 2014 and the Shares began trading the next day.

ASX Listing Rule 7.1 provides that without shareholder approval, a company must not issue or agree to issue new “equity securities” constituting more than 15% of its total ordinary shares on issue within a twelve (12) month period, excluding any issue of shares approved by shareholders.

However ASX Listing Rule 7.4 allows an issue of securities made without the approval of shareholders to be treated as having been made with approval for the purposes of ASX Listing Rule 7.1 provided the issue did not breach ASX Listing Rule 7.1 and shareholders subsequently approve the issue.

Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to approve the prior issue so that the Company retains its capacity to issue up to a full 15% of its issued capital, if required, in the next twelve (12) months without shareholder approval.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

(i) the total number of ordinary fully paid shares issued is 28,571,426;
(ii) the issue price of the ordinary shares is an issue price A$0.056 per share;
(iii) the ordinary fully paid shares issued rank equally with the Company’s existing ordinary shares on issue;

(iv) the Shares were issued to sophisticated investors, who are not a related party to the Company;
(v) the funds raised from this issue were used for the exploration and development of the Balama North project and general working capital requirements;
(vi) no related parties participated in the above equity security issues; and
(vii) the issue of the above equity securities when made did not breach Listing Rule 7.1.

The Board, unanimously recommends that members vote in favour to approve the prior issue of ordinary shares.

A voting exclusion statement has been included with Resolution 1.

RESOLUTION 2 – APPROVAL OF PRIOR ISSUE OF OPTIONS

Settlement of the Placement was announced on 7 January 2014 and the Shares began trading the next day.

Resolution 2 is in respect of the issue of 14,285,713 unlisted options, exercise price of $0.10 and expiry date of 31 December 2016.

Details of the key terms of the Options are set out in Appendix 1 to this Explanatory Memorandum.

ASX Listing Rule 7.1 provides that without shareholder approval, a company must not issue or agree to issue new “equity securities” constituting more than 15% of its total ordinary shares on issue within a 12 month period, excluding any issue of shares approved by shareholders.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

(i) the total number of unlisted options issued or to be issued is 14,285,713;
(ii) the exercise price of the unlisted option is A$0.10 per share and expiry on 31 December 2016;
(iii) if the options are exercised by the holder, they will receive one ordinary fully paid share for every option, such shares will rank equally with the Company’s existing ordinary shares on issue;
(iv) the Shares were issued to sophisticated investors, who are not a related party to the Company;

(v) Issuance of Options were a free attaching option under the Placement on the basis for every two shares acquired by the participant, they were entitled to one unlisted option for nil consideration. No additional funds were raised with the issuance of the options under the Placement;
(vi) no related parties participated in the above equity security issues; and
(vii) the issue of the above equity securities when made did not breach Listing Rule 7.1.

The Board, unanimously recommends that members vote in favour to approve the prior issue of unlisted options.

A voting exclusion statement has been included with Resolution 2.

RESOLUTION 3 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – GRAFEX

In December 2012, the Company executed a Joint Venture Agreement with Grafex Ltd in relation to the six (6) exploration licenses in the Cabo Delgado Province of Mozambique, with a key focus on Graphite.

As consideration for the Company earning a 60% interest in the joint venture 2,000,000 ordinary fully paid shares were issued to Grafex Ltd, as outlined below.

Resolution 3 is in respect of the issue of 2,000,000 ordinary fully paid shares issued to Grafex on 9 January 2014.

ASX Listing Rule 7.1A provides that an Eligible Entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities constituting no more than 10% of its total ordinary shares on issue within a the prescribed twelve (12) month period ( 10% Placement Capacity ).

The Company is an Eligible Entity and the Company obtained approval to issue the additional 10% at the Company’s last AGM held on 28 May 2013.

However ASX Listing Rule 7.4 sets out an exception to the ASX Listing Rule 7.1A. It provides that where a company in a general meeting of shareholders ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1A (and provided that the previous issue did not breach ASX Listing Rule 7.1A) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1A.

By ratifying the issue under ASX Listing Rule 7.1A, the Company will retain the flexibility to count those Shares issued under the 10% Placement Capacity when calculating the Company’s 15% annual placement capacity set out in ASX Listing Rule 7.1, thereby increasing the of securities it may prospectively issue without shareholder approval under Listing Rule 7.1.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

(i) the total number of ordinary fully paid shares issued is 2,000,000;
(ii) the issue price of the ordinary shares is an average deemed issue price A$0.075 per share;

(iii) the ordinary fully paid shares issued rank equally with the Company’s existing ordinary shares on issue;
(iv) the receiptant is Grafex Limited (“Grafex”) and the issue of shares was part consideration pursuant to the terms of the joint venture agreement and subsequent amended joint venture agreement executed with Grafex during 2013 and funds were raised as a result of this issue;
(v) the issuance of Shares was in lieu of cash payment to acquire a major interest in Mozambique graphite project;
(vi) no related parties participated in the above equity security issues; and
(vii) the issue of the above equity securities when made did not breach Listing Rules 7.1 or 7.1A.

The Board, unanimously recommends that members vote in favour to approve the prior issue of ordinary shares.

A voting exclusion statement has been included with Resolution 3.

“APPENDIX 1”

GENERAL TERMS AND CONDITIONS OF UNLISTED OPTIONS

Each option ( 'Option' ) shall entitle the holder of the Option ( 'Option Holder' ) to subscribe for and be issued one fully paid ordinary share ( 'Share' ) in Triton Gold Limited ACN 126 042 215 (the 'Company' ) on the terms and conditions set out below:

Each Option is exercisable at any time after the date of granting of the Option to a date up to and including 31 December 2016 (' Option Period ') and if the Option is not exercised on or prior to the expiry of the Option Period, the Option shall lapse and any consideration payable shall be forfeited.
The Options may be exercised wholly or in part by giving notice in writing ( 'Notice of Exercise' ) to the board at any time during the Option Period.
Options shall only be exercisable in multiples of 100. Within 10 business days of the exercise of the Option the Company shall apply for the shares to be admitted for quotation on the Official List of Australian Securities Exchange Limited.
The exercise price for each Option, being AUD $0.10 ( 'Exercise Price' ) is payable immediately on exercise.
On receipt by the Company of the Notice of Exercise and payment of the relevant Exercise Price, the Company must, within 14 days, issue to the Option Holder the number of Shares in respect of which the Option is exercised and dispatch the relevant share certificate or other appropriate acknowledgment as soon as reasonably practicable thereafter.
Shares issued on the exercise of any Options will rank equally in all respects with the then existing issued ordinary fully paid shares in the Company and will be subject to the provisions of the Constitution of the Company.
An Option does not confer rights to participate in new issues of securities of the Company, unless the Option Holder has first exercised the Option.
Adjustments to the number of shares over which Options are exercisable and/or the Exercise Price will be made to take account of changes to the capital structure of the Company by way of pro rata bonus and cash issues as follows:

(a) Pro-Rata Cash issues

Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the Exercise Price of an option may be reduced according to the following formula:

O' = O - E[P-(S+D)] N + 1
where: O' = the new exercise price of the option. O = the old exercise price of the option. E = the number of underlying securities into which one option is Exercisable. P = the average market Price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the Subscription price for a security under the pro rata issue.
D = the Dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).
N = the Number of securities with rights or entitlements that must be held to receive a right to one new security.

(b) Pro-Rata Bonus Issues

If there is a bonus issue to the holders of the underlying securities, on the exercise of any options, the number of shares received will include the number of bonus shares that would

have been issued if the options had been exercised prior to the record date for bonus issues. The Exercise Price will not change.

In the event of any reorganisation (including consolidation, sub-division, reduction or return) of the issued capital of the Company the rights of an option holder will be changed to the extent necessary to comply with the listing rules applying to a reorganisation of capital at the time of the reorganisation, in a manner which will not result in any benefits being conferred on Option Holders which are not conferred on shareholders.
If during the currency of any Options and prior to their exercise a takeover offer or a takeover announcement (within the meaning of the Corporations Act 2001, as amended ) is made to holders of shares then within 10 Business Days after the Company becomes aware of the offer, the Company must forward a notice notifying the Option Holder of the offer and from the date of such notification the Option Holder has 60 days within which to exercise the Options notwithstanding any other terms and conditions applicable to the Options of arrangement. If the Options are not exercised within 60 days after the notification of the offer, the Options may be exercised at any other time according to their terms of issue. If an offer for the shares is made to shareholders of the Company pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act 2001, as amended , the Option Holder will be entitled to exercise Options held by them within the period notified by the Company.
Notices may be given by the Company to the Option Holder in the manner prescribed by the Constitution of the Company for the giving of notices to the Shareholders of the Company and the relevant provisions of the Constitution of the Company will apply with all necessary modification to notices to be given to the Option Holder.
The Option Holder will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meeting of Shareholders, but will not have any right to attend or vote at these meetings.

PROXY FORM

APPOINTMENT OF PROXY TRITON MINERALS LIMITED ACN 126 042 215

GENERAL MEETING

I/We

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being a Member of Triton Minerals Limited entitled to attend and vote at the Meeting, hereby

Appoint

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Name of proxy

Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 10.30am (WST), on, Friday, 21 March 2014 at 278 Barker Road, Subiaco, Western Australia, 6008 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all the resolutions.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Approval of Prior Issue of Ordinary Shares – Placement Resolution 2 – Approval of Prior Issue of Options – Placement Resolution 3 – Approval of Prior Issue of Ordinary Shares – Grafex

OR

In relation to these Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on these Resolutions, please place a mark in this box

However, by marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 3 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 3 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 3. The Chairperson of the Meeting intends to vote undirected proxies in favour of the Resolutions 1 to 3.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 3 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1 TO 3 WILL BE DISREGARDED.

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

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

Signed this day of 2014

By:

Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

TRITON MINERALS LIMITED ACN 126 042 215

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A shareholder entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2.

( Joint Holding ): A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.

( Companies ): Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

2 x directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

4.

( Attending the Meeting ): Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

( Power of Attorney ): Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) Post to Triton Minerals Limited, PO Box 1518, West Perth WA 6872; or
(b) facsimile to the Company on facsimile number (+61 8) 9388 1252; or
(c) email to the Company at [email protected]

So that it is received not later than 10:30am (WST) on Wednesday, 19 March 2014.

AI assistant

TRITON MINERALS LTD — Proxy Solicitation & Information Statement 2014

65939_rns_2014-02-13_bf1e1579-3bf2-42bc-b2a6-ebd1a3ee230b.pdf

TRITON MINERALS LIMITED ACN 126 042 215

NOTICE OF GENERAL MEETING

CONTENTS PAGE

TIME AND PLACE OF ME ETING AND HOW TO VOT E

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETI NG

AGENDA

RESOLUTION 1 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES - PLACEMENT

Voting Exclusion Statement:

RESOLUTION 2 – APPROVAL OF PRIOR ISSUE OF OPTIONS - PLACEMENT

Voting Exclusion Statement:

RESOLUTION 3 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – GRAFEX

Voting Exclusion Statement:

DATED: 24 January 2014

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

Voting Exclusion Statement:

RESOLUTION 1 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – PLACEMENT

RESOLUTION 2 – APPROVAL OF PRIOR ISSUE OF OPTIONS

RESOLUTION 3 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – GRAFEX

“APPENDIX 1”

GENERAL TERMS AND CONDITIONS OF UNLISTED OPTIONS

(a) Pro-Rata Cash issues

(b) Pro-Rata Bonus Issues

PROXY FORM

APPOINTMENT OF PROXY TRITON MINERALS LIMITED ACN 126 042 215

GENERAL MEETING

Voting on Business of the General Meeting

OR

By:

TRITON MINERALS LIMITED ACN 126 042 215

Instructions for Completing ‘Appointment of Proxy’ Form

1.

2.

4.

Proxy form received later than this time will be invalid.

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TRITON MINERALS LTD Proxy Solicitation & Information Statement 2014