UNION STAR METALS LTD — Proxy Solicitation & Information Statement 2014

Oct 29, 2014

PROMESA LIMITED

ACN 124 541 466

NOTICE OF GENERAL MEETING

TIME : 11:30am (WST) DATE : 28 November 2014 PLACE : Suite 7, Level 1, 55 Hampden Rd, Nedlands WA.

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9389 8884.

C O N T E N T S

Business of the Meeting (setting out the proposed Resolutions)	2
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	13
Schedule 1 – Issues of Equity Securities	14

I M P O R T A N T I N F O R M A T I O N

Time and place of Meeting

Notice is given that the Meeting will be held at 11:30am (WST) on 28 November 2014 at: Suite 7,Level 1, 55 Hampden Rd Nedlands WA

Your vote is important

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

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

Shareholders are urged to vote by attending the Meeting in person or by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Memorandum.

Proxy Forms must be received by no later than 11:30 am (WST) on 26 November 2014.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum.

B U S I N E S S O F T H E M E E T I N G

AGENDA

ANNUAL REPORT

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2014, which includes the Financial Report, the Directors’ Report and the Auditor’s Report.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of s250R(2) of the Corporations Act and for all other purposes, the Remuneration Report be adopted by the Shareholder on the terms and conditions in the Explanatory Memorandum.”

A voting exclusion statement is set out below.

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Notice of Meeting

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR MICHAEL SEBBAG

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

“That Mr Michael Sebbag, who retires in accordance with section 13.2 of the Company’s Constitution and, offers himself for re-election, be re-elected as a Director.”

A voting exclusion statement is set out below.

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR TIMOTHY WISE

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

“That Mr Timothy Wise, who retires in accordance with section 13.4 of the Company’s Constitution and, offers himself for re-election, be re-elected as a Director.”

A voting exclusion statement is set out below.

RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 454,545 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement

A voting exclusion statement is set out below.

RESOLUTION 6 – APPROVAL OF THE FUTURE PLACEMENT OF SHARES

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given to issue up to 100,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

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Notice of Meeting

VOTING PROHIBITION AND EXCLUSION STATEMENTS

Corporations Act

The Corporations Act prohibits votes being cast (in any capacity) on the following resolutions by any of the following persons:

Resolution 1 – Remuneration Report (Non-Binding)

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

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

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

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

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

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

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

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

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast on the following Resolutions by the following persons:

Resolution 4 – Ratification of Prior Issue of Shares

Persons Excluded from Voting : A person who participated in the issue and any associate of that person.

Resolution 5 – Approval of 10% Placement Capacity; and

Resolution 6 – Approval of the Future Placement of Shares

Persons Excluded from Voting : A person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed and any associate of that person.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for the person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 29 October 2014

By order of the Board MR DAMON SWEENY COMPANY SECRETARY

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Notice of Meeting

E X P L A N A T O R Y S T A T E M E N T

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

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 7, Level 1, 55 Hampden Rd Nedlands WA on 28 November 2014 at 11:30 am (WST). The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding how to vote on the Resolutions set out in the Notice.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice, and includes the following:

1	INTRODUCTION	5
2	ACTION TO BE TAKEN BY SHAREHOLDERS	5
3	ANNUAL REPORT	6
4	RESOLUTION 1 – REMUNERATION REPORT	6
5	RESOLUTIONS 2 AND 3– RE-ELECTION OF DIRECTORS	7
6	RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES	7
6	RESOLUTION 5 – APPROVAL OF 10% PLACEMENT FACILITY	8
7	RESOLUTION 6 – ACQUISITION OF RELEVANT INTEREST BY VICTORY MINING	12

A Proxy Form is located at the end of Explanatory Memorandum.

Please contact the Company Secretary on +61 8 9389 8884 if you wish to discuss any matter concerning the Meeting.

2.

ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

1.1 Proxies

All Shareholders are invited and encouraged to attend the Meeting. If a Shareholder is unable to attend in person, they can appoint a proxy to attend on their behalf by signing and returning the Proxy Form (attached to the Notice) to the Company in accordance with the instructions on the Proxy Form. The Company encourages Shareholders completing a Proxy Form to direct the proxy how to vote on each Resolution.

The Proxy Form must be received no later than 48 hours before the commencement of the Meeting, i.e. by no later than 11:30 am (WST) on 26 November 2014. Any Proxy Form received after that time will not be valid for the Meeting.

A Proxy Form may be lodged in the following ways:

By Mail PO Box 994, Subiaco, WA 6904 By Facsimile +61 8 6389 0576 By Hand 7 / 55 Hampden Rd, Nedlands WA 6009

Shareholders lodging a Proxy Form are not precluded from attending and voting in person at the Meeting.

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1.2 Corporate representatives

Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

An appointment of corporate representative form is available from the website of the Company’s share registry (www.securitytransfer.com.au).

1.3 Eligibility to vote

The Directors have determined that, for the purposes of voting at the Meeting, Shareholders are those persons who are the registered holders of Shares at 5pm (WST) on 26 November 2014.

3.

ANNUAL REPORT

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report for the financial year ended 30 June 2014 which is available on the ASX platform at www.asx.com.au; and

• (b) ask questions about or make comment on the management of the Company.

The chair of the Meeting will allow reasonable opportunity for the Shareholders as a whole at the Meeting to ask the auditor or the auditor’s representative questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the auditor’s report;

• (c) 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.

In addition to taking questions at the Meeting, written questions to the Company’s auditor about:

• (e) the content of the auditor’s report to be considered at the Meeting; and

• (f) the conduct of the audit of the annual financial report to be considered at the Meeting,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company’s registered office.

4.

RESOLUTION 1 – REMUNERATION REPORT

As part of the Capital Raising the Company issued 29,729,731 Shares at an issue price of $0.019 per

Share to raise $564,864.88. This issue was made pursuant to the Company’s placement capacity under Listing Rule 7.1.

The Remuneration Report is in the Directors’ Report section of the Company's Annual Report.

By way of summary, the Remuneration Report:

• (a) explains the Company's remuneration policy and the process for determining the remuneration of its Directors and executive officers;

• (b) addresses the relationship between the Company's remuneration policy and the Company's performance; and

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(c) sets out remuneration details for each Director and each of the Company's executives and group executives named in the Remuneration Report for the financial year ended 30 June 2014. Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or the Company. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

The Chairman will give Shareholders a reasonable opportunity to ask questions about or to make comments on the Remuneration Report.

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 resolution that a further meeting is held at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

Voting on Resolution 1 will be determined by a poll at the Meeting rather than a show of hands.

5.

RESOLUTIONS 2 AND 3– RE-ELECTION OF DIRECTORS

The Company’s Constitution requires that one-third of the Directors retire by rotation at each annual general meeting and that Directors appointed by the Board hold office until the next annual general meeting.

Mr Michael Sebbag retires by rotation from office at this Meeting. Mr Timothy Wise was appointed by the Board as an additional Director on 18 March 2014 and holds office until this Meeting. Messrs Sebbag and Wise offer themselves for re-election.

Details of the qualifications and experience of Messrs Sebbag and Wise are set out in the Company's 2014 Annual Report.

6.

RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

6.1 General

On 29 August 2014 the Company issued ordinary shares in consideration for geotechnical services provided. This issue was made pursuant to the Company’s placement capacity under Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

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

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

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

6.2

Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 4:

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7.

• (a) 454,545 Shares were issued;

• (b) the issue price was $0.022 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued pursuant to a personal offer to a consultant of the company, who is not a related party of the Company; and

• (e) no funds were raised from this issue as the shares were issued as non-cash consideration for services to the Company .

RESOLUTION 5 – APPROVAL OF 10% PLACEMENT FACILITY

7.1 General

The Company seeks Shareholder approval to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period following shareholder approval ( 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 (refer to section 6.3(a) below). The issue price is yet to be determined, but will be no less than 75% of the price of the Equity Securities at the time of any issue.

Any funds raised will be used for general working capital..

7.2 Listing Rule 7.1A

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period following shareholder approval by way of a special resolution. 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 7.1.A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalization of $300 million or less. The Company is an eligible entity.

• (a) Maximum number of Equity Securities which may be issued

The number of Equity Securities which may be issued, or agreed to be issued, under the 10% Placement Facility is prescribed in Listing Rule 7.1A.2 and is calculated as follows:

Number of Equity Securities = (A x D) - E

• “A” 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 become 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.

• “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 issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

The actual number of Equity Securities that may be issued under Listing Rule 7.1A is calculated at the date of issue of the Equity Securities in accordance with the above formula.

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

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As the date of this Notice, the Company has on issue only one class of quoted securities, being 307,762,465 Shares. (with).

the Company has a capacity to issue:

• (i) 80,000,000 ordinary shares remaining capacity pursuant to approval gained at the Shareholder meeting held on 13 August 2014

• (ii) 45,641,643 Equity Securities under Listing Rule 7.1; and

• (iii) 30,730,792 Equity Securities under Listing Rule 7.1A.

• (b) 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

• (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.

1.4 Specific information by Listing Rule 7.3A

For the purposes of Listing Rule 7.3A, the following information is provided about the proposed issue:

• (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 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 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) There is a risk of economic and voting dilution to existing Shareholders in approving the 10% Placement Facility, including the risks that:

• (i) the market price for the Company’s Equity Securities may be significantly lower of the date of the issue of the Equity Securities than when Shareholders approval the 10% Placement Facility; 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 issued for noncash consideration for the acquisition of a new asset.

Following is a table that sets out the potential dilution of existing Shareholders if Equity Securities are issued under the 10% Placement Facility:

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Variable “A” in Listing Rule 7.1A.2	Variable “A” in Listing Rule 7.1A.2		Dilution
		$0.0085 50% decrease in Issue Price	$0.017 Issue Price	$0.034 100% increase in Issue Price
Current Variable A 307,762,465	10% Voting Dilution	30,776,247	30,776,247	30,776,247
	Funds Raised	$261,598	$523,196	$1,046,392
50% increase in current Variable A	10% Voting Dilution	46,164,370	46,164,370	46,164,370
	Funds Raised	$392,397	$784,794	$1,569,589
100% increase in current Variable A	10% Voting Dilution	61,552,493	61,552,493	61,552,493
	Funds Raised	$523,196	$1,046,392	$2,092,785

The table has been prepared on the following assumptions:

• (i) The Company issues, or agrees to issue, the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

• (iii) 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%.

• (iv) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes listed Options, it is assumed that those listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (v) The issue price is $0.017 being the closing price of the Shares on ASX on 23 October 2014.

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 Meeting.

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.

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• (c) The latest date by which Equity Securities may be issued is 12 months after the Meeting. Approval for the issue of Equity Securities under the 10% Placement Facility 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).

• (d) The Equity Securities may be issued for the following purposes:

• (i) to raise funds, in which case the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital; or

• (ii) in consideration of the acquisition of new resources assets and investments, in which case the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

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

• (e) The Company is yet to identify the persons to whom Equity Securities will be issued to under the 10% Placement Facility. The Company’s policy for allocating Equity Securities issued under the 10% Placement Facility will be determined on a case-by-case basis depending upon the purpose, and prevailing market conditions at the time, of any issue and having regard to factors including but not limited to the following:

• (i) The fundraising methods available to the Company, including but not limited to, rights issue or other issue which may minimise dilution to Shareholders.

• (ii) In the case of an asset or investment acquisition, the nature and circumstances of the acquisition.

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

The subscribers may include vendors (in the case of any issue for non-cash consideration), existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

The total number of Equity Securities issued in the 12 months preceding the date of the Meeting is 196,737,429, representing approximately 88% of the total number of Equity Securities on issue at the commencement of that 12 month period (being 165,191,703 Shares and 58,815,000 Options).

The details of all issues of Equity Securities by the Company during the 12 months preceding the date of the Meeting is set out in schedule 1 to this Explanatory Memorandum.

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• (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, and no existing Shareholder’s votes will be excluded under the voting exclusion in the Notice.

8. RESOLUTION 6 – APPROVAL OF THE FUTURE PLACEMENT OF SHARES

8.1 General

Resolution 4 seeks Shareholder approval for the allotment and issue of up to 100,000,000 Shares under Future Share Placements, the terms and conditions of which are yet to be confirmed (Future Share Placements).

A summary of ASX Listing Rule 7.4 is set out in section 2.1 of this Explanatory Statement above.

The effect of Resolution 4 will be to allow the Company to issue the Shares pursuant to the Future Share Placements during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

8.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Future Share Placements:

• (a) the maximum number of Shares to be issued is 100,000,000;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made;

• (d) the Shares will be allotted and issued to professional and sophisticated investors, the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised from the Future Share Placements towards the exploration program at the Company’s projects in Peru and general working capital.

• (g) The Shares will be issued progressively.

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G L O S S A R Y

$ means Australian dollars.

10% Placement Capacity has the meaning given in section 7.1 of the Explanatory Memorandum.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Company means Promesa Limited (ACN 124 541 466).

Constitution means the Company’s constitution. Corporations

Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Future Share Placements has the meaning given to that term in section 8.1 of the Explanatory Statement.

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

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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

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

Shareholder means a registered holder of a Share.

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

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SCHEDULE 1 – ISSUES OF EQUITY SECURITIES SINCE 22 NOVEMBER 2013

Date	Quantity	Class	Recipients	Issue price and	Formofconsideration
				discount to Market
				Price (if applicable)1
Issue – 10 December 2013 Appendix 3B –10 December 2013	35,714,285 20,000,000	Shares2 Options3 $0.05, expiry 10/12/15	Sophisticated and professional investors, (unrelated parties)	$0.035 (no discount) NIL	Cash: Amount raised: $1,250,000 The funds raised were used for the exploration program at Alumbre in Peru and administration expenses Free attaching options to the above shares for which no additional cash consideration is payable
Issue – 27 Feb 2014 Appendix 3B –27 Feb 2014	5,952,381 34,166,667	Shares2 Options $0.05, expiry 27/02/16	Sophisticated and professional investors, (unrelated parties)	$0.035 (no discount) NIL	Cash: Amount raised: $ 208,333 The funds raised were used for the exploration program at Alumbre in Peru and administration expenses Free attaching options to the above shares for which no additional cash consideration is payable
Issue – 11 June 2014 Appendix 3B – 11 Jun 2014	29,729,731 19,819,820	Shares2 Shares2	Sophisticated and professional investors, (unrelated parties)	$0.022 (21.4% discount from 15 day VWAP) $0.027 (3.6% discount from 15 day VWAP)	Cash: Amount raised: $ 1,100,000 The funds raised were used for the exploration program at Alumbre in Peru and administration expenses
Issue – 29 August 2014 Appendix 3B – 29 August 2014	27,400,000 3,500,000 454,545	Shares2 Shares2 Shares2	Rights issue to all shareholders in Australia and NZ Consultants to the Company (unrelated parties) Consultant to the Company (unrelated party)	$0.025 (14% discount) $0.022 (24% discount) $0.022 (24% discount)	Cash: Amount raised: $ 685,000 The funds raised were used for the exploration program at Alumbre in Peru Non-cash consideration – the Shares were issued in consideration for consulting services pursuant to Res3 of general meeting held on 13 August 2014. The current value4 of the consideration is: $52,500 Non-cash consideration – the Shares were issued in consideration for consulting services. The current value4of the consideration is: $6,818
Issue – 8 October 2014 Appendix 3B – 9 October 2014	20,000,000	Shares2	Sophisticated and professional investors, (unrelated parties)	Issue price – $0.025 (no discount)	Cash: Amount raised: $ 500,000 The Company intends to use the funds raised towards the exploration program at the Company’s projects in Peru.

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: PRA (terms are set out in the Constitution).

3. Unquoted Options – exercise price and expiry date as stated, and otherwise on the terms and conditions as disclosed in Schedule 2 to the Notice of Meeting dated 23 October 2013.

Based on a closing price of $0.015 per Share as at 27 October 2014.

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Promesa Limited ACN 124 541 466

FOR ALL ENQUIRIES CALL: +61 8 9389 8884

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Your Address

[Name and Address]

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an ‘X’ and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT. FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE [11:30]am (WST), 26 NOVEMBER 2014

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an ‘Appointment of Corporate Representative’ prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote.

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

STEP 3 Sign the Form

The form must be signed as follows:

Individual : This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney : to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies : this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place .

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting ( 11:30 am (WST) on 26 November 2014 ). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged:

BY MAIL - PO Box 994, Subiaco, WA 6904 BY FAX - +61 8 6389 0576

IN PERSON - 7 / 55 Hampden Rd, Nedlands WA 6009.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

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Shareholder Details

Name: ................................................................................................................................ Address: .............................................................................................................................. Contact Telephone No: ............................................................................................................ Contact Name (if different from above): ........................................................................................

STEP 1 - Appointment of Proxy

I/We being a member/s of Promesa Limited and entitled to attend and vote hereby appoint

the Chairman of the OR Meeting (mark with an ‘X’)

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Promesa Limited to be held at the Company’s offices at Suite 7 55 Hampden Rd, Nedlands WA 6009 on 28 November 2014 at 11:30 am ( WST ) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. The Chairman will vote all undirected proxies in favour of all Resolutions.

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 ____%

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions

Ordinary Business		For	Against	Abstain
Resolution 1	Remuneration Report (Non-Binding)
Resolution 2	Re-election of Director – Mr Michael Sebbag
Resolution 3	Re-election of Director – Mr Timothy Wise
Resolution 4	Ratify Prior Issue of Shares
Resolution 5	Approval of 10% Placement Capacity
Resolution 6	Approval of Future Issue of Shares

STEP 3 - Please sign here

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Sole Director and Sole Company Secretary	Securityholder 2 Director	Securityholder 3 Director/Company Secretary

Contact Name__________

Contact Daytime Telephone ____

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