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ASX:BML

ABN:

96 122 995 073

Issued Capital:

1,824,315,814 ordinary shares

Directors:

Mr Patrick Volpe (Chairman) Mr Steve Groves (Director/Geologist) Mr Josh Letcher (Non-executive) Mr Ed Bulseco (Non-executive)

Registered Office:

Suite 506, Level 5

ASX ANNOUNCEMENT

27 OCTOBER 2017

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Botswana Metals Limited will be held at The Conference Room, Quality Suites Beaumont Kew, 7 Studley Park Road, Kew, Victoria 3101 on Monday 27 November 2017 at 9:00 AM (AEDT).

The Notice of Annual General Meeting, Explanatory Memorandum and Proxy Form have been dispatched to shareholders today. Copies of these documents are attached.

The Annual Report of the Company has also been sent to those shareholders who have elected to receive a copy.

Mr Patrick Volpe Chairman

1 Princess Street, Kew Victoria, Australia, 3101

Contact:

p: +61 (3) 9855 1885 e: [email protected]

About Botswana Metals

Botswana Metals is exploring for nickel, copper, cobalt, tantalum and lithium within its ~1,500 square kilometre exploration portfolio. These “new world” metals are becoming increasingly important as the world switches to cleaner sources of energy.

The company announced a maiden JORC Inferred Resource of 2.38Mt on 28[th] April 2015 from drilling within a small 185 square kilometre section of its exploration portfolio in which it had entered a joint venture with BCL. At the time cobalt was not included in the resource calculation.

Historical drilling outside of the joint venture ground has intercepted further nickel as well as significant intercepts of copper and cobalt.

A soil sampling program detected traces of lithium and tantalum which warrant further exploration.

Large tracts of BML’s exploration portfolio remain unexplored.

BOTSWANA METALS LIMITED A C N 1 2 2 9 9 5 0 7 3

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at The Conference Room, Quality Suites Beaumont Kew, 7 Studley Park Road, Kew, Victoria 3101 on Monday, 27 November 2017 at 9:00 AM (AEDT).

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 3 9855 1885.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

A C N 1 2 2 9 9 5 0 7 3

BOTSWANA METALS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Botswana Metals Limited ( Company ) will be held at The Conference Room, Quality Suites Beaumont Kew, 7 Studley Park Road, Kew, Victoria 3101 on Monday, 27 November 2017 at 9:00 AM (AEDT) ( Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Saturday, 25 November 2017 at 7:00 PM (AEDT).

Terms and abbreviations used in the Notice are defined in Schedule 1 to this Notice.

AGENDA

1. Financial Statements and Reports

To receive and consider the Financial Statements and the Reports of the Directors and Auditor for the year ended 30 June 2017 as required by the Corporations Act.

2. Resolution 1 – Approval to issue Corporate Advisory Options

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 75,000,000 Corporate Advisory Options to Foxfire Capital (or its nominees) on a pre-Consolidation basis and otherwise on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Foxfire Capital (and its nominees), and any associates of those persons.

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chair 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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3. Resolution 2 – Approval to issue Consultant Options

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 8,000,000 Consultant Options to Trayburn Pty Ltd (or its nominees) on a pre-Consolidation basis and otherwise on the terms and conditions in the Explanatory Memorandum and Schedule 2."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Trayburn (and its nominees) and any associates of those persons.

However, the Company need not disregard a vote if:

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

Voting Prohibition

As Resolution 2 relates directly or indirectly to the remuneration of a member of the Key Management Personnel, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the prohibition does not apply if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

4. Resolution 3 – Approval of issue of Trayburn Shares and Options

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 213,170,731 Shares and 71,056,910 Options to Trayburn Pty Ltd (or its nominee) each on a pre-Consolidation basis and otherwise on the terms and conditions set out in the Explanatory Memorandum and Schedule 2."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Trayburn (and its nominees) and any of their respective associates.

However, the Company need not disregard a vote if:

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

Voting Prohibition

As the Resolution 3 relates directly or indirectly to the remuneration of a member of the Key Management Personnel, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the prohibition does not apply if the proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

5. Resolution 4 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following as a non-binding resolution of the Company:

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report, as contained in the Company’s Annual Report for the financial year ended 30 June 2017”.

Note – Pursuant to section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition

A vote on Resolution 4 must not be cast (in any capacity) by or on behalf of:

(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 member of the Key Management Personnel or Closely Related Party of such member may cast a vote on Resolution 4 as a proxy provided the vote is not cast on behalf of a member of Key Management Personnel or a Closely Related Party of such member and either:

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(a) the voter is appointed as a proxy in writing that specifies the way the person is to vote on the resolution; or
(b) the voter is the Chair of the meeting and the appointment does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

6. Resolution 5 - Election of Directors

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

(a) “That Mr Joshua Alan Letcher, who was appointed as a Director of the Company on 21 August 2017, retires in accordance with the Company’s Constitution and Listing Rule 14.4, and having offered himself for re-election and being eligible, is hereby re-elected as a Director of the Company.”
(b) “That Mr Edwin Edward Bulseco, who was appointed as a Director of the Company on 21 August 2017, retires in accordance with the Company’s Constitution and Listing Rule 14.4, and having offered himself for re-election and being eligible, is hereby re-elected as a Director of the Company.”
(c) “That Mr Steven Russell Groves, who was appointed as a Director of the Company on 22 February 2017, retires in accordance with the Company’s Constitution and Listing Rule 14.4, and having offered himself for re-election and being eligible, is hereby re-elected as a Director of the Company.”

7. Resolution 6 – Ratification of issue of Previous Placement Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the following issues of Previous Placement Shares at $0.001 per Share on the terms and conditions set out in the Explanatory Memorandum:

(a) 219,347,372 Previous Placement Shares issued under Listing Rule 7.1; and
(b) 142,652,628 Previous Placement Shares issued under Listing Rule 7.1A."

Voting Exclusion

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

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chair 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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8. Resolution 7 – Approval to issue Placement Securities

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the following issues of securities, each on a pre-Consolidation basis:

(a) up to 1,524,390,243 Placement Shares under Listing Rule 7.1; and
(b) up to 508,130,081 Placement Options under Listing Rule 7.1,

on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and any 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 associates of those persons.

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chair 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.

9. Resolution 8 – Approval to issue SPP Options

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 182,431,581 SPP Options on a preConsolidation basis and otherwise on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company has applied for and expects to receive a waiver from ASX under Listing Rule 7.3.8 to permit any person who has an interest in this Resolution and ordinarily excluded from voting on this Resolution to vote, on condition that the Company excludes any votes cast on this Resolution by any proposed underwriter or subunderwriter of the SPP (which there is none).

In the event the Company is not granted the waiver, the Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and any 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 associates of those persons.

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chair 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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10. Resolution 9 – Approval to issue SPP Shortfall Shares

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 547,294,744 SPP Shortfall Shares on a preConsolidation basis and otherwise on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chair 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.

11. Resolution 10 – Approval to issue Lead Manager Options

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 165,000,000 Options (on a preConsolidation basis) to Xcel Capital (or its nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Xcel Capital (and its nominees), and any associates of those persons.

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chair 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.

12. Resolution 11 – Approval to issue Director Options

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

"That, pursuant to and in accordance with sections 195(4) and 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve:

(a) subject to and conditional upon the passing of Resolution 5(a), the issue of up to 8,000,000 Options to Mr Joshua Letcher (or his nominees);
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(b) subject to and conditional upon the passing of Resolution 5(b), the issue of up to 8,000,000 Options to Mr Edwin Bulseco (or his nominees); and
(c) subject to and conditional upon the passing of Resolution 5(c), the issue of up to 8,000,000 Options to Mr Steve Groves (or his nominees) ,

(together, Director Options ), each on a pre-Consolidation basis and otherwise on the terms and conditions set out in the Explanatory Memorandum and Schedule 2."

Voting Exclusion

The Company will disregard any votes cast on these Resolutions by Mr Joshua Letcher, Mr Edwin Bulseco and Mr Steve Groves and any of their respective nominees and associates.

However, the Company need not disregard a vote if:

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

Voting Prohibition

As Resolution 11 relates directly or indirectly to the remuneration of members of the Key Management Personnel, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on each of the resolutions in Resolution 11 if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

13. Resolution 12 – Approval to issue Contractor Options

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Contractor Options to the Contractor (or his nominees) on a pre-Consolidation basis and otherwise on the terms and conditions set out in the Explanatory Memorandum and Schedule 2."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the Contractor (and his nominees) 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 associates of those persons.

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chair 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.

14. Resolution 13 – Approval of issue of Creditor Shares and Options to Unrelated Creditors

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

" That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 9,390,244 Shares and 3,130,081 Options to Unrelated Creditors (or their nominees) each on a pre-Consolidation basis and otherwise on the terms and conditions set out in Explanatory Memorandum and Schedule 2."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue (and their nominees) 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 associates of those persons.

However, the Company need not disregard a vote if:

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

Voting Prohibition

As Resolution 13 relates directly or indirectly to the remuneration of a member of the Key Management Personnel, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such member; and
(c) the appointment does not specify the way the proxy is to vote on this Resolution.

15. Resolution 14 – Participation in Placement by related parties

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

"That, pursuant to and in accordance with section 195(4) and Listing Rule 10.11 and for all other purposes, subject to the passing of Resolution 7, Shareholders approve:

(a) subject to and conditional upon the passing of Resolution 5(a), the issue of up to 60,975,610 Placement Shares and 20,325,204 Placement Options to Mr Joshua Letcher (or his nominees);
(b) subject to and conditional upon the passing of Resolution 5(b), the issue of up to 60,975,610 Placement Shares and 20,325,204 Placement Options to Mr Edwin Bulseco (or his nominees);
(c) subject to and conditional upon the passing of Resolution 5(c), the issue of up to 60,975,610 Placement Shares and 20,325,204 Placement Options to Mr Steve Groves (or his nominees) ; and
(d) subject to and conditional upon the passing of Resolution 5(d), the issue of up to 60,975,610 Placement Shares and 20,325,204 Placement Options to Mr Patrick Volpe (or his nominees) ,

each on a pre-Consolidation basis and otherwise on the terms and conditions set out in the Explanatory Memorandum and Schedule 2."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the Directors (and their nominees) and any associates of those persons.

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chair 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.

16. Resolution 15 – Consolidation of capital

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

"That, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

(a) every 12 Shares be consolidated into 1 Share; and
(b) every 12 Options be consolidated into 1 Option,

( Consolidation ) and, where this Consolidation results in a fraction of a Share or an Option being held, the Company be authorised to round that fraction up to the nearest whole Share or Option (as the case may be)."

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17. Resolution 16 – Change of company name

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

"That, pursuant to section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to 'Six Sigma Metals Limited'.”

18. Resolution 17 – Approval of 10% Placement Facility

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

" That in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum. "

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and any associate of that person (or those persons).

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chairman 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.

BY ORDER OF THE BOARD

Ramon Jimenez

Company Secretary

Dated: 25 October 2017

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BOTSWANA METALS LIMITED A C N 1 2 2 9 9 5 0 7 3

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at The Conference Room, Quality Suites Beaumont Kew, 7 Studley Park Road, Kew, Victoria 3101 on Monday, 27 November 2017 at 9:00 AM (AEDT) ( Meeting ).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Background to Resolutions
Section 4	Financial Statements and Reports
Section 5	Resolution 1 – Approval to issue Corporate Advisory Options
Section 6	Resolution 2 – Approval to issue Consultant Options
Section 7	Resolution 3 – Approval of issue of Trayburn Shares and Options
Section 8	Resolution 4 – Adoption of Remuneration Report
Section 9	Resolution 5 - Election of Directors
Section 10	Resolution 6 – Ratification of issue of Previous Placement Shares
Section 11	Resolution 7 – Approval to issue Placement Securities
Section 12	Resolution 8 – Approval to issue SPP Options
Section 13	Resolution 9 – Approval to issue SPP Shortfall Shares
Section 14	Resolution 10 – Approval to issue Lead Manager Options
Section 15	Resolution 11 – Approval to issue Director Options
Section 16	Resolution 12 – Approval to issue Contractor Options

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Section 17	Resolution 13 – Approval of issue of Creditor Shares and Options to Unrelated Creditors
Section 18	Resolution 14 – Participation in Placement by related parties
Section 19	Resolution 15 – Consolidation of capital
Section 20	Resolution 16 – Change of company name
Section 21	Resolution 17 – Approval of 10% Placement Facility
Schedule 1	Definitions
Schedule 2	Terms and conditions of Options

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

2. Action to be taken by Shareholders

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

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b)
a proxy need not be a member of the Company; and
(c) a member of the Company 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.

The Chair intends to exercise all available proxies in favour of all Resolutions.

3. Background to Resolutions

3.1 Annual General Meeting

Section 250N of the Corporations Act requires the Company to hold an Annual General Meeting within five months of the end of each financial year.

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Items 1, 5 and 6 are part of the ordinary business of an annual general meeting. The remaining items on the agenda are special business.

3.2 Special Business

On 14 August 2017 the Company announced a placement of 362,000,000 Shares at an issue price of $0.001 each to raise $362,000 (before costs) to professional and sophisticated investors ( Previous Placement Subscribers ) ( Previous Placement ). The Company issued the 362,000,000 Shares under the Previous Placement using the Company's placement capacity under Listing Rules 7.1 and 7.1A.

On 8 September 2017, the Company announced a proposed consolidation of capital on a 12 for 1 basis, together with a capital raising comprising (on a preConsolidation basis):

(a) an offer to Eligible Shareholders under a share purchase plan ( SPP ) to raise up to approximately $448,782 before costs by the issue of up to 547,294,744 Shares at $0.00082 each ( SPP Shares ); and
(b) a placement to raise up to approximately $1.25 million before costs ( Placement ) by the issue of up to 1,524,390,243 Shares at an issue price of $0.00082 each ( Placement Shares ).

The SPP is not underwritten. Any SPP Shares not subscribed for by Eligible Shareholders under the SPP will comprise the shortfall and may be offered to sophisticated or professional investors as a separate placement at the discretion of the Directors ( SPP Shortfall Offer ).

Eligible Shareholders who subscribe for SPP Shares under the SPP, and sophisticated and professional investors who subscribe for Shares under the SPP Shortfall Offer (together, SPP Subscribers ), are also being offered one free-attaching Option exercisable at $0.00125 each on or before 1 July 2021, for every three SPP Shares subscribed for ( SPP Options ). Similarly, subscribers under the Placement will also be offered one free-attaching Option on the same terms as the SPP Options for every three Placement Shares subscribed for ( Placement Options ). The terms of the SPP Options and Placement Options are set out in Schedule 2.

The Company also proposes to issue:

(a) 165,000,000 Options to Xcel Capital (or its nominees) for lead manager services provided to the Company in relation to the SPP and Placement ( Lead Manager Options );
(b) 75,000,000 Options to Foxfire Capital (or its nominees) for services provided to the Company in relation to the Placement ( Corporate Advisory Options );
(c) 24,000,000 Options to Directors (or their nominees) ( Director Options
(d) 8,000,000 Options to a consultant ( Consultant Options );
(e) 10,000,000 Options to contractors ( Contractor Options ); and
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(f) Up to 222,560,975 Shares and 74,186,991 Options to related and unrelated party creditors ( Creditor Shares and Options ).

Xcel Capital is an entity associated with director Mr Edwin Bulseco, a Director of the Company. Foxfire Capital is an entity associated with Mr Patrick Volpe, a Director of the Company.

All Options that are proposed to be issued will have the terms set out in Schedule 2 .

The Company intends to lodge a prospectus with ASIC and ASX for the offers of the SPP Options, Placement Options, Lead Manager Options, Corporate Advisory Options, Contractor Options, Consultant Options, the Options to Trayburn (relating to the Options to be issued in respect of the Trayburn Shares and Options) ( Trayburn Options ) and Creditor Options (relating to the Options to be issued in respect of the Creditor Shares and Options), subject to receipt of Shareholder approval ( Prospectus ). The Company does not currently have sufficient capacity available under Listing Rules 7.1 and 7.1A to issue the SPP Options, Placement Options, Lead Manager Options, Corporate Advisory Options, Contractor Options, Consultant Options, Creditor Shares and Options and Shares under the SPP Shortfall Offer ( SPP Shortfall Shares ), and is therefore seeking Shareholder approval at the Meeting for the issue of those securities.

Directors who are Eligible Shareholders (and the entities controlled by them) have indicated they will not participate in the SPP. The Directors are not permitted to subscribe for SPP Shortfall.

4. Financial Statements and Reports

The Corporations Act requires the Annual Report (which includes the financial statements and Directors’ Declaration), the Directors’ Report and the Auditor’s Report in respect of the financial year ended 30 June 2017 to be laid before the 2017 Annual General Meeting. Shareholders will be given an opportunity at the meeting to ask question and make comments on the reports.

5. Resolution 1 – Approval to issue Corporate Advisory Options

5.1 General

Resolution 1 seeks Shareholder approval for the issue of up to 75,000,000 Options (on a pre-Consolidated basis) to Foxfire Capital (or its nominees) in consideration for services provided in relation to the Placement ( Corporate Advisory Options ).

The Board (other than Mr Volpe, who has a material personal interest in the Resolution) recommends that Shareholders vote in favour of Resolution 1.

Resolution 1 is an ordinary resolution.

5.2 Listing Rule 10.11

Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose

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relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in Listing Rule 10.12 applies.

As the issue of the Corporate Advisory Options involves the issue of Options to a related party of the Company (Foxfire Capital is an entity associated with Mr Volpe, a director of the Company), Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

5.3 Specific information required by Listing Rule 10.11

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the Consultant Options:

(a) the Corporate Advisory Options will be issued to Foxfire Capital (or its nominees);
(b) the maximum number of Corporate Advisory Options to be issued to Foxfire Capital (or its nominees) is 75,000,000 (on a pre-Consolidated basis);
(c) the Corporate Advisory Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(d) the Corporate Advisory Options will be issued for no cash consideration;
(e) the Corporate Advisory Options will be issued on the same terms and conditions as the Options issued under the SPP and Placement (refer to Schedule 2) and the Shares issued upon exercise of the Corporate Advisory Options be fully paid ordinary shares in the capital of the Company;
(f) there will be no funds raised from the issue of the Corporate Advisory Options as the Corporate Advisory Options will be issued in consideration for services provided to the Company; and
(g) a voting exclusion statement is included in the Notice.

5.4 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

Section 210 provides that member approval is not needed to give a financial benefit on terms that:

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(a) would be reasonable in circumstances if the public company and the related party were dealing at arm’s length; or
(b) are less favourable to the related party than the terms referred to in (a).

Foxfire Capital is an entity associated with Mr Volpe, a director of the Company.

The Company considers that the proposed issue of 75,000,000 Corporate Advisory Options to Foxfire Capital falls within the exception provided by Section 210 having regard to the arm’s length value of the services to be provided to the Company and accordingly member approval under Section 208 is not required.

6. Resolution 2 – Approval to issue Consultant Options

6.1 General

Resolution 2 seeks Shareholder approval for the issue of up to 8,000,000 Options (on a pre-Consolidated basis) to Trayburn (or its nominees) in part consideration for consultancy services to be provided to the Company ( Consultant Options ).

The Board (excluding Mr Patrick Volpe) recommends that Shareholders vote in favour of Resolution 2.

Resolution 2 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 2.

6.2 Listing Rule 10.11

A summary of Listing Rule 10.11 is contained in Section 5.2.

As the issue of the Consultant Options involves the issue of Options to a related party of the Company (Mr Volpe is a Director of the Company and he is a Director and substantial shareholder of Trayburn), Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

6.3 Specific information required by Listing Rule 10.11

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the Consultant Options:

(a) the Consultant Options will be issued to Trayburn (or its nominees);
(b) the maximum number of Consultant Options to be issued to Trayburn (or its nominees) is 8,000,000 Options (on a pre-Consolidated basis);
(c) the Consultant Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(d) the Consultant Options will be issued for no cash consideration;
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(e) the Consultant Options will be issued on the same terms and conditions as the Options issued under the SPP and Placement (refer to Schedule 2) and the Shares issued upon exercise of the Consultant Options will be fully paid ordinary shares in the capital of the Company;
(f) there will be no funds raised from the issue of the Consultant Options as the Consultant Options will be issued in part consideration for consultancy services provided to the Company; and
(g) a voting exclusion statement is included in the Notice.

6.4 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is contained in Section 5.4.

Trayburn is a related party of the Company as it is ultimately controlled by Mr P J Volpe (a Director of the Company) and his spouse.

The Company considers that the proposed issue of 8,000,000 Consultant Options to Trayburn falls within the exception provided by Section 210 having regard to the arm’s length value of the services to be provided to the Company and accordingly member approval under Section 208 is not required.

7. Resolution 3 – Approval of issue of Trayburn Shares and Options

7.1 General

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 10.11 to issue up to 213,170,731 Shares and 71,056,910 Options (on a pre-Consolidated basis) to Trayburn (or its nominees) in part satisfaction of outstanding fees for director, management and consulting services.

The Board (other than Mr Volpe) recommends that Shareholders vote in favour of Resolution 3.

Resolution 3 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 3.

7.2 Listing Rule 10.11

A summary of Listing Rule 10.11 is outlined in Section 5.2.

As the issue of the Trayburn Shares and Options involves the issue of Securities to a related party of the Company (Mr Volpe is a Director of the Company and he is a Director and substantial shareholder of Trayburn), Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

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7.3 Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the issue of the Trayburn Shares and Options:

(a) the Trayburn Shares and Options will be issued to Trayburn (Mr Volpe is a Director of the Company and he is a director and substantial shareholder of Trayburn),
(b) the number of Trayburn Shares and Options to be issued to Trayburn (or its nominees) is:
(i) 213,170,731 Shares; and
(ii) 71,056,910 Options;
(c) the Trayburn Shares and Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(d) the Trayburn Shares and Options will be issued for no cash consideration in satisfaction of outstanding fees of $174,800 for director, management and consulting services;
(e) the Shares issued in respect of the Trayburn Shares and Options will be fully paid ordinary shares in the capital of the Company and will rank equally in respect of the Company's existing Shares on issue;
(f) the Options issued in respect of the Trayburn Shares and Options will be issued on the terms and conditions outlined at Schedule 2;
(g) there will be no funds raised from the issue of the Trayburn Shares and Options as the Trayburn Shares and Options will be issued in satisfaction of outstanding fees of $174,800 for director, management and consulting services; and
(h) a voting exclusion statement is included in the Notice.

7.4 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is contained in Section 5.4.

Trayburn is a related party of the Company as it is ultimately controlled by Mr P J Volpe (a Director of the Company) and his spouse.

The Company considers that the proposed issue of 213,179,731 Shares and 71,056,910 Options to Trayburn falls within the exception provided by Section 210 as the deemed issue price of the Shares and Options is the same as the price at which the Shares and Options are being offered to unrelated creditors and accordingly member approval under Section 208 is not required.

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8. Resolution 4 – Adoption of Remuneration Report

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 4 is advisory only and does not bind the Directors. If Resolution 4 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2016 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2018 annual general meeting, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

Resolution 4 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 4.

If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 4, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

9. Resolution 5 - Election of Directors

9.1 General

In accordance with the Company’s Constitution and Listing Rule 14.4, Directors appointed to fill casual vacancies, or as additions to the Board of Directors, must retire from office at the next annual general meeting following their appointment.

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Mr Bulseco and Mr Letcher were appointed as Directors on 21 August 2017 pursuant to Article 3.1 of the Constitution. Mr Groves was appointed as a Director on 22 February 2017 pursuant to Article 3.1 of the Constitution.

Mr Groves, Mr Bulseco and Mr Letcher are eligible for re-election and will present themselves for re-election at the Meeting.

9.2 Board recommendation

The Board, other than Mr Letcher, recommends that Shareholders vote in favour of Resolution 5(a).

The Board, other than Mr Bulseco, recommends that Shareholders vote in favour of Resolution 5(b).

The Board, other than Mr Groves, recommends that Shareholders vote in favour of Resolution 5(c).

Resolutions 5(a)-(c) are ordinary resolutions.

The Chair intends to exercise all available proxies in favour of Resolutions 5(a)-(c).

10. Resolution 6 - Ratification of issue of Previous Placement Shares

10.1 General

Resolution 6 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of a total of 362,000,000 Previous Placement Shares.

Each of the resolutions which form part of Resolution 6 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of each of the resolutions which form part of Resolution 6.

10.2 Listing Rules 7.1 and 7.1A

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.

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 comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 30 November 2016.

10.3 Listing Rule 7.4

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 or 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 or 7.1A), those securities will be deemed to have been

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made with shareholder approval for the purpose of Listing Rules 7.1 or 7.1A, as applicable.

The effect of Resolution 6 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 and the additional 10% annual placement capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

10.4 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Previous Placement Shares:

(a) a total of 362,000,000 Previous Placement Shares were issued on 21 August 2017 as follows:
(i) 219,347,372 Placement Shares were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval; and
(ii) 142,652,628 Placement Shares were issued within the 10% limit permitted under Listing Rule 7.1A, without the need for Shareholder approval;
(b) the Previous Placement Shares were issued at $0.001 per Share raising $362,000 (before costs);
(c) the Previous Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(d) the Placement Shares were issued to sophisticated and professional investors, none of whom was a related party of the Company at the time the shares were issued;
(e) the proceeds from the issue of the Previous Placement Shares will be used for working capital for the operations in Australia and Botswana including exploration and administration costs; and
(f) a voting exclusion statement is included in the Notice.

11. Resolution 7 – Approval to issue Placement Securities

11.1 General

Resolution 7 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 1,524,390,243 Placement Shares and 508,130,081 Placement Options ( Placement Securities ) (on a pre-Consolidated basis).

Resolution 7 is an ordinary resolution.

The Placement Securities form part of the Placement and the Board strongly recommends that Shareholders vote in favour of Resolution 7. Shareholders should

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note that the members of the Board intend to vote their shareholdings in favour of Resolution 7.

11.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 10.2.

The effect of Resolution 7 will be to allow the Company to issue the Placement Securities during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

11.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Placement Securities:

(a) a maximum of 1,524,390,243 Placement Shares and 508,130,081 freeattaching Placement Options are to be issued under the Placement (on a pre-Consolidated basis);
(b) the Placement Securities will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);
(c) the Placement Shares will be issued at $0.00082 each to raise up to approximately $1.25 million (before costs);
(d) the Placement Options are free-attaching to the Placement Shares issued and, therefore, will be issued at an issue price of nil;
(e) the Placement Securities will be issued to the Placement Subscribers, who will principally be unrelated parties of the Company. The Company is separately seeking approval of shareholders to issue a small proportion of the Placement Shares and Placement Options to related parties of the Company.
(f) the Placement Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(g) the Placement Options are to be issued on the terms and conditions set out in Schedule 2;
(h) funds raised from the Placement will be used to:
(i) accelerate the Dibete and Airstrip Copper-Silver drilling program;
(ii) settle outstanding creditors (including Trayburn Pty Ltd a company of which Mr P J Volpe, a Director of the Company, is a director and substantial shareholder);
(iii) pay the costs of the SPP and Placement including fees to Xcel Capital Pty Ltd (a company of which Mr E Bulseco, a director of the Company, is a director and substantial shareholder) and Foxfire Capital Pty Ltd (a company of which Mr P J Volpe, a
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director of the Company, is a substantial shareholder and consultant);

(iv) search for other mineral exploration opportunities; and
(v) general working capital.
(i) it is intended that the Placement Securities will be issued on or about the date of the Meeting; and
(j) a voting exclusion statement is included in the Notice.

12. Resolution 8 – Approval to issue SPP Options

12.1 General

Resolution 8 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 182,431,581 SPP Options (on a pre-Consolidated basis) to the SPP Subscribers on the basis of one free-attaching SPP Option for every three SPP Shares subscribed for under the SPP or SPP Shortfall Offer.

Resolution 8 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 8.

12.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 10.2.

The effect of Resolution 8 will be to allow the Company to issue the SPP Options during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

12.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the SPP Options:

(a) a maximum of 182,431,581 SPP Options are to be issued (on a preConsolidated basis);
(b) the SPP Options will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);
(c) the SPP Options are free-attaching to the Shares issued under the SPP or the SPP Shortfall Offer and therefore will be issued at a price of nil;
(d) the SPP Options will be issued to the SPP Subscribers pursuant to an offer under the Prospectus;
(e) the SPP Options are to be issued on the terms and conditions set out in Schedule 2;
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(f) no funds will be raised from the issue of the SPP Options as are they are free-attaching to the Shares to be issued under the SPP and SPP Shortfall Offer, however funds raised from the SPP will be used in accordance with Section 11.3(h);
(g) it is intended that the SPP Options will be issued on or about the date of the Meeting; and
(h) the Company has applied for and expects to be granted a waiver by ASX under Listing Rule 7.3.8 to permit any person who has an interest in Resolution 8 and ordinarily excluded from voting on Resolution 8 to vote, on condition that the Company excludes any votes cast by any proposed underwriter or sub-underwriter of the SPP (which there is none) and any investor who receives shares under the SPP Shortfall.

13. Resolution 9 – Approval to issue SPP Shortfall Shares

13.1 General

Resolution 9 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 547,294,744 SPP Shortfall Shares (on a pre-Consolidated basis) to any sophisticated or professional investors who subscribe for Shares under the SPP Shortfall Offer.

Resolution 9 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 9.

13.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 10.2.

The effect of Resolution 9 will be to allow the Company to issue the SPP Shortfall Shares during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

13.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the SPP Shortfall Shares:

(a) a maximum of 547,294,744 Shares are to be issued as SPP Shortfall Shares (on a pre-Consolidated basis);
(b) any SPP Shortfall Shares will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);
(c) any SPP Shortfall Shares will be issued at $0.00082 per Share, with an entitlement to be issued one free attaching SPP Option for every three SPP Shortfall Shares subscribed for;
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(d) any SPP Shortfall Shares will be issued to sophisticated and professional investors, who are not related parties of the Company and are clients of Xcel Capital or Foxfire Capital;
(e) any SPP Shortfall Shares are to be issued as fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue;
(f) the proceeds from any issue of the SPP Shortfall Shares will be used in accordance with Section 11.3(h);
(g) it is intended that the SPP Shortfall Shares will be issued on or about the date of the Meeting; and
(h) a voting exclusion statement is included in the Notice.

14. Resolution 10 – Approval to issue Lead Manager Options

14.1 General

Resolution 10 seeks Shareholder approval for the issue of up to 165,000,000 Lead Manager Options (on a pre-Consolidated basis) to Xcel Capital (or its nominees) in consideration for lead manager services provided in relation to the Placement.

The Board (other than Mr Bulseco) recommends that Shareholders vote in favour of Resolution 10.

Resolution 10 is an ordinary resolution.

14.2 Listing Rule 10.11

A summary of Listing Rule 10.11 is contained in Section 5.2.

As the issue of the Lead Manager Options involves the issue of Options to a related party of the Company (Mr Bulseco, a Director of the Company, is a substantial shareholder of Xcel Capital), Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

14.3 Specific information required by Listing Rule 10.11

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the Lead Manager Options:

(a) the Lead Manager Options will be issued to Xcel Capital (or its nominees);
(b) the maximum number of Lead Manager Options to be issued to Xcel Capital (or its nominees) is 165,000,000 Lead Manager Options (on a preConsolidated basis);
(c) the Lead Manager Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
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(d) the Lead Manager Options will be issued for no cash consideration;
(e) the Lead Manager Options will be issued on the same terms and conditions as the Options issued under the SPP and Placement (refer to Schedule 2) and the Shares issued upon exercise of the Lead Manager Options will be fully paid ordinary shares in the capital of the Company;
(f) there will be no funds raised from the issue of the Lead Manager Options as the Lead Manager Options will be issued in consideration for lead manager services provided to the Company; and
(g) a voting exclusion statement is included in the Notice.

14.4 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is contained in Section 5.4.

Xcel Capital is a related party of the Company as it is controlled by Mr E Bulseco (a Director of the Company).

The Company considers that the proposed issue of 165,000,000 Lead Manager Options to Xcel Capital falls within the exception provided by Section 210 having regard to the arm’s length value of the services to be provided to the Company and accordingly member approval under Section 208 is not required.

15. Resolution 11 – Approval to issue Director Options

15.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 24,000,000 Director Options to the Directors (on a pre-Consolidated basis). The Director Options will be issued on the terms and conditions outlined at Schedule 2.

Resolution 11 seeks Shareholder approval for the issue of the Directors Options to the Directors. Shareholder approval is required under Listing Rule 10.11 where an entity issues, or agrees to issue, securities to a director (or associate of a director), being a related party of the entity.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Options as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of the Director Options to the Directors (or their nominees) will not be included in the use of the Company's 15% placement capacity pursuant to Listing Rule 7.1.

15.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is contained in Section 5.4.

The grant of Director Options constitutes giving a financial benefit and Messrs Letcher, Bulseco and Groves are related parties of the Company by virtue of being Directors.

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The Directors (other than each Director who has a material personal interest in the relevant sub-resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Director Options because the grant of the Director Options is considered reasonable remuneration.

15.3 Technical information required by Listing Rule 10.11

Pursuant to and in accordance with the requirements of Listing Rule 10.11, the following information is provided in relation to the proposed issue of the Director Options to the Directors:

(a) the Directors are Mr Joshua Letcher, Mr Edwin Bulseco and Mr Steve Groves;
(b) the maximum number of Director Options (on a pre-Consolidated basis) to be issued to the Directors (or their nominees) is 24,000,000 Director Options as follows:
(i) 8,000,000 Director Options to Mr Joshua Letcher;
(ii) 8,000,000 Director Options to Mr Edwin Bulseco; and
(iii) 8,000,000 Director Options to Mr Steve Groves;
(c) the Director Options are being issued to the Directors for nil cash consideration and otherwise on the terms and conditions set out in Schedule 2;
(d) the Director Options will be issued to the Directors no later than one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Director Options will be issued on one date; and
(e) a voting exclusion statement is included in the Notice.

16. Resolution 12 – Approval to issue Contractor Options

16.1 General

Resolution 12 seeks Shareholder approval for the issue of up to 10,000,000 Contractor Options (on a pre-Consolidated basis) to the Contractor for corporate advisory and marketing services to be provided to the Company.

The Board recommends that Shareholders vote in favour of Resolution 12.

Resolution 12 is an ordinary resolution.

16.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 10.2.

The effect of Resolution 12 will be to allow the Company to issue the Contractor Options 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.

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16.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the potential issue of the Contractor Options:

(a) the maximum number of Contractor Options (on a pre-Consolidated basis) that may be issued is 10,000,000;
(b) the Contractor Options 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 Listing Rules) and it is intended that issue of all the Contractor Options will occur on the same date;
(c) the Contractor Options will be issued for no cash consideration in satisfaction of services provided by the Contractor;
(d) the Contractor Options will be issued to the Contractor (or his nominees) pursuant to an offer under the Prospectus, none of whom will be related parties of the Company;
(e) the Contractor Options will be issued on the terms and conditions set out in Schedule 2;
(f) no funds will be raised from the issue of the Contractor Options as the Contractor Options will be issued in consideration for services provided to the Company;
(g) the Company intends to issue the Contractor Options on or about the date of the Meeting; and
(h) a voting exclusion statement is included in the Notice.

17. Resolution 13 – Approval of issue of Creditor Shares and Options to Unrelated Creditors

17.1 General

Resolution 13 seeks Shareholder approval for the issue of up to 9,390,244 Creditor Shares and 3,130,081 Creditor Options (on a pre-Consolidated basis) to Unrelated Creditors, being former Directors Massimo Livio Cellante and Paul Woolrich (or their nominees) in satisfaction of accrued and unpaid fees and remuneration owed by the Company to the Unsecured Creditors or their related entities.

The Board recommends that Shareholders vote in favour of Resolution 13.

Resolution 13 is an ordinary resolution.

17.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 10.2.

The effect of Resolution 13 will be to allow the Company to issue the Creditor Shares and Options during the period of 3 months after the Meeting (or a longer

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period, if allowed by ASX), without using the Company's 15% annual placement capacity.

17.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the potential issue of the 9,390,244 Creditor Shares and 3,130,081 Creditor Options:

(a) the maximum number of Creditor Shares and Options (on a preConsolidated basis) to be issued to Unrelated Creditors (or their nominees) is:
(i) up to 9,390,244 Shares; and
(ii) up to 3,130,081 Options.
(b) the Creditor Shares and Options 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 Listing Rules) and it is intended that issue of all the Creditor Shares and Options will occur on the same date;
(c) the Creditor Shares and Options will be issued for no cash consideration in satisfaction of accrued and unpaid fees and remuneration to former Directors of the Company (being former Directors Massimo Livio Cellante and Paul Woolrich) or their related entities;
(d) the Shares issued in respect of the Creditor Shares and Options will be fully paid ordinary shares in the capital of the Company and will rank equally in respect of the Company's existing Shares on issue;
(e) the Options issued in respect of the Creditor Shares and Options will be issued on the terms and conditions outlined at Schedule 2;
(f) the Creditor Shares and Options will be issued to the Unrelated Creditors being former Directors Massimo Livio Cellante and Paul Woolrich (or their nominees), none of whom are related parties of the Company;
(g) there will be no funds raised from the issue of the Creditor Shares and Options as the Creditor Shares and Options will be issued in satisfaction of accrued and unpaid fees and remuneration owed by the Company to the Unrelated Creditors or their related entities; and
(h) a voting exclusion statement is included in the Notice.

17.4 Chapter 2E of the Corporations Act

The Unrelated Creditors ceased to be Directors of the Company more than six months prior to the date of the meeting and accordingly they are no longer related parties of the Company for the purposes of Chapter 2E. Mr Paul Woolrich resigned on 23 January 2017 and Mr Massimo Livio Cellante resigned on 22 February 2017.

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18. Resolution 14 - Participation in Placement by related parties

18.1 General

Resolution 14 seeks Shareholder approval pursuant to Listing Rule 10.11 for Directors (or their nominees) to participate in the Placement.

Directors Joshua Letcher, Edwin Bulseco, Steve Groves and Patrick Volpe (together, the Related Party Participants ) each wish to participate in the Placement, subject to shareholder approval being obtained.

Resolution 14 seeks Shareholder approval for the issue of up to 60,975,610 Placement Shares and 20,325,204 Placement Options to the Related Party Participants (or their nominees) arising from the participation by the Related Party Participants in the Placement ( Participation ).

Resolution 14 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 14.

18.2 Listing Rule 10.11

A summary of Listing Rule 10.11 is contained in Section 5.2.

The Company is seeking approval to issue up to 60,975,610 of the Placement Shares and 20,325,204 of the Placement Options to the Related Party Participants.

Accordingly, Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

18.3 Section 195 of the Corporations Act

Section 195(1) of the Corporations Act prohibits a director of a public company who has a material personal interest in a matter that is being considered at a directors’ meeting from being present while the matter is being considered at the meeting or voting on the matter. If there is not a quorum of directors who are eligible to vote on a matter because of the operation of section 195(1) of the Corporations Act, one or more directors may call a general meeting and the general meeting may deal with the matter.

The Directors do not have a material personal interest in the issue of Placement Shares and Placement Options to a Director (or their nominee(s)) other than to himself. However, given that it is proposed that all Directors are issued Placement Shares and Placement Options pursuant to Resolution 14, they may be considered to have a material personal interest in the outcome of Resolution 14, in which case the Directors would be unable to form a quorum. Accordingly, the Board considers it prudent to exercise their right under section 195(4) of the Corporations Act and put the matter to Shareholders to resolve.

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18.4 Specific information required by Listing Rule 10.11

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the Consultant Options:

(a) the Placement Shares and Placement Options may be issued to Mr Letcher, Mr Bulseco, Mr Groves and Mr Volpe (or their nominees);
(b) the maximum number of securities to be issued is 60,975,610 Placement Shares and 20,325,204 Placement Options (on a pre-Consolidated basis) as follows:
(i) up to 60,975,610 Placement Shares and 20,325,204 Placement Options to Mr Letcher (or his nominees);
(ii) up to 60,975,610 Placement Shares and 20,325,204 Placement Options to Mr Bulseco (or his nominees);
(iii) up to 60,975,610 Placement Shares and 20,324,204 Placement Options to Mr Groves (or his nominees); and
(iv) up to 60,975,610 Placement Shares and 20,325,204 Placement Options to Mr Volpe (or his nominees);
(c) the Placement Shares and Placement Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(d) the Placement Shares will be issued on the same terms and conditions as the other Placement Shares issued to unrelated parties (refer to Resolution 7);
(e) the Placement Options will be issued on the same terms and conditions as the Placement Options issued to unrelated parties (refer to Schedule 2) and the Shares issued upon exercise of the Placement Options will be fully paid ordinary shares in the capital of the Company;
(f) funds raised from the Placement will be used in accordance with Section 11.3(h); and
(g) a voting exclusion statement is included in the Notice.

18.5 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is contained in Section 5.4.

The Participation will result in the issue of the Placement Shares and Placement Options to Directors which constitutes giving a financial benefit and the Related Party Participants are related parties of the Company by virtue of being Directors.

The Directors (other than Mr Letcher in relation to Resolution 14(a), Mr Bulseco in relation to Resolution 14(b), Mr Groves in relation to Resolution 14(c) and Mr Volpe in relation to Resolution 14(d), given their material personal interests in these respective Resolutions) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the

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Placement Shares and Placement Options will be issued to Related Party Participants on the same terms as the Placement Shares and Placement Options issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

19. Resolution 15 - Consolidation of capital

19.1 Background

If all Resolutions at the Meeting are passed, and the Company issues all Securities pursuant to the Resolutions, the capital structure of the Company (on a preConsolidated basis) will be as follows:

Description	Shares	Options	Options Exercise Price
On issue as at date of Notice	1,824,315,814	-
SPP	547,294,744	182,431,581	$0.00125
Related and unrelated creditor conversions	222,560,975	74,186,991	$0.00125
Placement	1,524,390,243	508,130,081	$0.00125
Lead Manager Options		165,000,000	$0.00125
Corporate Advisory Options		75,000,000	$0.00125
Contractor Options		10,000,000	$0.00125
Consultant Options		8,000,000	$0.00125
Director Options		24,000,000	$0.00125
TOTAL	4,118,561,776	1,046,748,653

The Company is proposing to undertake a consolidation of its issued share capital on a 12 for 1 basis.

19.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

19.3 Fractional entitlements

Not all Security Holders will hold that number of Shares or Options (as the case may be) which can be evenly divided by 12. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Security.

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19.4 Taxation

It is not considered that any taxation implications will exist for Security Holders arising from the Consolidation. However, Security Holders are advised to seek their own tax advice on the effect of the Consolidation and the Company does not accept any responsibility for the individual taxation implications arising from the Consolidation.

19.5 Holding statements

From the date of the Consolidation, all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities.

It is the responsibility of each Security Holder to check the number of Securities held prior to disposal or exercise (as the case may be).

19.6 Effect on capital structure

The effect which the Consolidation will have on the Company's capital structure is set out in the table below.

Post-Consolidated Structure	Shares	Options	Options Exercise Price
On issue as at date of Notice	152,026,317	-
SPP	45,607,895	15,202,631	$0.015
Related and unrelated creditor conversions	18,546,747	6,182,249	$0.015
Placement	127,032,520	42,344,173	$0.015
Lead Manager Options		13,750,000	$0.015
Corporate Advisory Options		6,250,000	$0.015
Contractor Options		833,333	$0.015
Consultant Options		666,666	$0.015
Director Options		2,000,000	$0.015
TOTAL	343,213,418	87,229,052

Note:

The terms of these Options are set out in Schedule 2.
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19.7 Indicative timetable*

If Resolution 15 is passed, the consolidation of shares will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 8) of the ASX Listing Rules):

Action	Date
Meeting – Shareholders approve Consolidation.	27 November 2017
Last day for trading on a pre-Consolidation basis.	28 November 2017
Post-Consolidation trading starts on a deferred settlement basis.	29 November 2017
Last day for Company to register transfers on a pre- Consolidation basis.	30 November 2017
First day for Company to send notice to each holder of the change in their details of holdings.	1 December 2017
First day for the Company to register Securities on a post- Consolidation basis and first day for issue of holding statements.
Change of details of holdings date. Deferred settlement market ends.	7 December 2017
Last day for Securities to be entered into holders' Security holdings.
Last day for the Company to send notice to each holder of the change in their details of holdings.

19.8 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 15.

Resolution 15 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 15.

20. Resolution 16 – Change of company name

20.1 General

In accordance with section 157(1)(a) of the Corporations Act, shareholders may pass a special resolution changing the name of a company. At least 75% of the votes validly cast on Resolution 16 by Shareholders must be in favour of the resolution for the change of name to be approved.

Resolution 16 seeks the approval of Shareholders for the Company to change its name to 'Six Sigma Metals Limited'. The Company has reserved the proposed new

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name with ASIC to ensure the name is available should Shareholders approve this resolution.

The change of name will take effect on the day that ASIC registers the change of name. The legal status of the Company will not be affected and the change of name will not affect the Company’s property, rights or obligations, nor any rights or entitlements of Shareholders.

If the new name is approved, the Company will also change its ASX ticker symbol from “BML” to “SI6”.

20.2 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 16.

Resolution 16 is a special resolution.

The Chair intends to exercise all available proxies in favour of Resolution 16.

21. Resolution 17 - Approval of 10% Placement Facility

21.1 General

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 after the 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 seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The 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 21.2(c) below).

The Board unanimously recommends that Shareholders vote in favour of Resolution 17.

Resolution 17 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairman intends to exercise all available proxies in favour of Resolution 17.

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21.2 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.

The Company, as at the date of the Notice, has on issue only one class of quoted Equity Securities, being its Shares.

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 Shareholder approval 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 in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

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 Shareholder approval under Listing Rule 7.1 or 7.4.

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(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 21.2(c)).

(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 on which trades in that class were recorded 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.
(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 Shareholder approval 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),

( 10% Placement Period ).

21.3 Listing Rule 7.1A

The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

21.4 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided 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 Trading Days on which trades in that class were recorded 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.
(b) If this Resolution 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 (in the case of Options, only if the Options are converted into Shares). 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 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.

(c) 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 the Notice and assuming any ratification resolutions in this Notice are approved by Shareholders.

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 100% as against the current market price.
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Variable 'A' in Listing Rule 7.1A.2			Dilution
		$0.0005 50% decrease in Issue Price	$0.001 Issue Price	$0.002 100% increase in Issue Price
Current Variable A 1,824,315,814 Shares	10% Voting Dilution	182,431,581 Shares	182,431,581 Shares	182,431,581 Shares
	Funds raised	$91,216	$182,432	$364,863
50% increase in current Variable A 2,736,473,721 Shares	10% Voting Dilution	273,647,372 Shares	273,647,372 Shares	273,647,372 Shares
	Funds raised	$136,824	$273,647	$547,295
100% increase in current Variable A 3,648,631,628 Shares	10% Voting Dilution	364,863,163 Shares	364,863,163 Shares	364,863,163 Shares
	Funds raised	$182,432	$364,863	$729,726

The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
No Options (including any Options issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.
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%.
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.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The issue price is $0.001, being the closing price of the Shares on ASX on 24 October 2017 being that last day that the Company’s Shares traded on the ASX before this Notice was printed.
(d) The Company will only issue the Equity Securities during the 10% Placement Period.
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(e) The Company may seek to issue the Equity Securities for the following purposes:
(i) as cash consideration, in which case the Company intends to use funds raised for exploration of its projects and potentially the funding for any suitable acquisition opportunities identified by the Board; or
(ii) as non-cash consideration for the acquisition of new resource assets and investments or for the provision of services to the Company. In such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.
(f) The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.
(g) 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 identity of the allottees of 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 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;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
(h) The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include service providers, existing Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.

Further, if the Company is successful in acquiring new resource assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

(i) The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its Annual General Meeting held on 30 November 2016. In the 12 months preceding the date of the 2017 Annual General Meeting and as at the date of this Notice, the Company has issued 665,970,011 Equity Securities. This represents 42% of the total number of Equity Securities on issue at the commencement of that 12 month period and an increase in total Equity Securities on issue of 142% during the 12 month period (taking into account conversion from one class of Equity Securities to another).
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Details of each issue of Equity Securities by the Company during the 12 months preceding the date of this Meeting are set out in the table below:

Date of Issue	Number of Securities	Type of Security	Recipient of Security	Issue Price and details of any discount to Market Price1 (if applicable)	Consideration & Use of Funds as at the date of this Notice
9 January 2017	20,011	Shares2	Option holders (Issued following the exercise of 20,011 quoted Options with an exercise price of $0.015)	At an exercise price of $0.015 per quoted Option3	Consideration: Cash ($300) Funds spent to date: $300 has been spent. Use of funds: The funds were used for general working capital.
22 February 2017	250,000,000	Shares2	Sophisticated and professional investors	At an issue price of $0.002 per Share. There was no discount as the closing market price on the day prior to the date of issue was $0.002.	Consideration: Cash ($500,000) Funds spent to date: $500,000 has been spent. Use of funds: The funds raised were used to pay the costs of the placement and for working capital for the operations in Australia and Botswana including exploration and administration costs.
11 April 2017	53,950,000	Shares2	Trayburn Pty Ltd (an entity of which Mr Patrick Volpe is a director and shareholder) in satisfaction of director, management and consulting services and issued pursuant to the Directors' Fee Plan, as approved by Shareholders at the annual general meeting on 30 November 2016)	At a deemed issue price of $0.002 per Share. There was no discount as the closing market price on the day prior to the date of issue was $0.002.	Consideration: Provision of director, management and consulting services to the Company. Non-cash value as at the date of issue: $107,900. The Shares were issued in consideration for director, management and consultant services and therefore no funds were raised as a result of the issue.

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Date of Issue	Number of Securities	Type of Security	Recipient of Security	Issue Price and details of any discount to Market Price1 (if applicable)	Consideration & Use of Funds as at the date of this Notice
21 August 2017	362,000,000	Shares2	Sophisticated and professional investors	At an issue price of $0.001 per Share. There was no discount as the closing market price on the day prior to the date of issue was $0.001.	Consideration: Cash ($362,000) Funds spent to date: ~$228,000 has been spent. Use of funds: The funds raised were and are being used to pay the costs of the placement and for working capital for the operations in Australia and Botswana including exploration and administration costs.

Notes:

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.
Fully paid ordinary shares in the capital of the Company, ASX Code: BML (terms are set out in the Company's Constitution).
(j) A voting exclusion statement is included in the Notice.
(k) 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 existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.
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Schedule 1 - Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

AEDT means Australian Eastern Daylight Time being the time in Melbourne, Victoria.

AEST means Australian Eastern Standard Time being the time in Melbourne, Victoria.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Closely Related Party means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.

Company means Botswana Metals Limited (ACN 122 995 073).

Consolidation means the proposed 12 for 1 consolidation of the Company's Securities as set out in Resolution 15.

Constitution means the constitution of the Company as at the date of the Meeting.

Consultant Options has the meaning given in Section 3.2.

Contractor Options has the meaning given in Section 3.2.

Contractor means Mr Steve Tomsic, a contractor providing corporate advisory and marketing services to the Company (or his nominees).

Corporations Act means the Corporations Act 2001 (Cth).

Creditor Options has the meaning given in Section 3.2.

Creditor Shares and Options means the issue of up to 9,390,244 Shares and up to 3,130,081 Options to creditors who are not a related party of the Company, in satisfaction of accrued and unpaid fees and remuneration to former Directors of the Company or their related entities.

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Eligible Shareholder means a person registered as the holder of Shares as at 7:00pm (AEST) on 7 September 2017 whose registered address is in Australia or New Zealand.

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Equity Security has the same meaning as in the Listing Rules and Equity Securities has the corresponding meaning.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Foxfire Capital means Foxfire Capital Pty Ltd (ACN 147 300 865).

Key Management Personnel means 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) of the Company.

Lead Manager Options has the meaning given in Section 3.2.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of General Meeting.

Option means an option to acquire a Share.

Participation has the meaning given in Section 18.1.

Placement has the meaning given in Section 3.2.

Placement Options has the meaning given in Section 3.2.

Placement Securities has the meaning given in Section 11.1.

Placement Shares has the meaning given in Section 3.2.

Placement Subscribers means clients of Xcel Capital and Foxfire Capital who are unrelated parties to the Company.

Previous Placement has the meaning given in Section 3.2.

Previous Placement Shares means the Shares issued under the Previous Placement.

Previous Placement Subscribers has the meaning given in Section 3.2.

Corporate Advisory Options has the meaning given in Section 3.2.

Prospectus has the meaning given in Section 3.2.

Proxy Form means the proxy form attached to the Notice.

Related Party Participants has the meaning given in Section 18.1.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

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Section means a section of the Explanatory Memorandum.

Security means a Share and/or Option.

Security Holder means the holder of Securities.

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

Shareholder means a shareholder of the Company.

SPP has the meaning given in Section 3.2.

SPP Options has the meaning given in Section 3.2.

SPP Shares has the meaning given in Section 3.2.

SPP Shortfall Offer has the meaning given in Section 3.2.

SPP Shortfall Shares has the meaning given in Section 3.2.

SPP Subscribers has the meaning given in Section 3.2.

Trayburn means Trayburn Pty Ltd (ACN 006 048 639).

Trayburn Options has the meaning given in Section 3.2.

Trayburn Shares and Options means the issue of 213,170,731 Shares and 71,056,910 Options to Trayburn in satisfaction of outstanding fees of $174,800.00 for director, management and consulting services.

Unrelated Creditors means Mr Massimo Livio Cellante and Mr Paul Woolrich who are unrelated parties and who may agree with the Company for Creditor Shares and Creditor Options to be issued to them or their nominee/s in satisfaction of accrued and unpaid fees and remuneration owed by the Company to the Unsecured Creditors or their related entities.

Xcel Capital means Xcel Capital Pty Ltd (ACN 617 047 319).

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Schedule 2 - Terms and conditions of Options

( Entitlement ): Each Option entitles the holder to subscribe for one fully paid ordinary Share.
( Exercise Price and Expiry Date ): The Options are exercisable at $0.00125 each on a pre-Consolidation basis ($0.015 on a post-Consolidation basis) at any time up to 5.00 pm (AEST) on or before 1 July 2021 ( Expiry Date ). Any Option not exercised by the Expiry Date will automatically expire.

( Exercise ): To exercise Options, the Option holder must give the Company:

(a) a written exercise notice (in the form approved by the Board from time to time) specifying the number of Options being exercised and Shares to be issued; and
(b) payment of the exercise price for the Shares, the subject of the exercise notice, by way of bank cheque or by other means of payment approved by the Company.

The Option holder may only exercise Options in multiples of 400,000 preConsolidation Options (33,334 post-Consolidation Options) unless the Option holder exercises all Options held by the Option holder. Options will be deemed to have been exercised on the date the exercise notice is lodged with the Directors.

( Timing of issue of Shares upon exercise ): Within 10 days after receiving an application for exercise of Options and payment by the Option holder of the exercise price, the Company must issue the Option holder the number of Shares specified in the application.
( Ranking of Shares ): Subject to the Constitution, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) equally with the existing ordinary shares of the Company at the date of issue.
( Transferability ): The Options are transferable.
( Quotation of Options ): The Company will apply to ASX for quotation of the Options.
( Quotation of Shares on exercise ): The Company will apply to ASX for Official Quotation of the Shares issued on exercise of Options.
( Participation rights ): The Option holder is not entitled to participate in any issue to existing Shareholders of Securities unless they have exercised their Options before the "record date" for determining entitlements to the issue of Securities and participate as a result of holding Shares. The Company must give the Option holder notice of the proposed terms of the issue or offer in accordance with the Listing Rules.
( Reorganisation ): If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option holder (including the number of Options to which the Option holder is entitled to and the exercise price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
47 -
( Amendments ): The number and exercise price of the Options remains the same regardless if the Company makes a bonus issue of Shares or other Securities to Shareholders.
( Adjustments ): Any calculations or adjustments which are required to be made will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option holder.
48 -

LODGE YOUR VOTE ONLINE

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ABN: 96 122 995 073

 ONLINE VOTE

www.advancedshare.com.au/investor-login

MOBILE DEVICE VOTE

Lodge your proxy by scanning the QR code below, and enter your registered postcode.

It is a fast, convenient and a secure way to lodge your vote.

VOTING/PROXY FORM-ANNUAL GENERAL MEETING

I/We being shareholder(s) of Botswana Metals Limited (ABN 96 122 995 073) and entitled to attend and vote hereby:

APPOINT A PROXY

The Chairman of  PLEASE NOTE: If you leave the section blank, the OR the meeting Chairman of the Meeting will be your proxy.

If no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at The Conference Room, Quality Suites Beaumont Kew, 7 Studley Park Road, Kew, Victoria 3101 on Monday, 27 November 2017 at 9:00 AM (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on each of Resolutions 2, 3, 4, 11(a), 11(b), 11(c) and 13 and any other Resolution/s (except where I/we have indicated a different voting intention below) even though the Resolution is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chairman. The Chairman of the Meeting intends to vote all undirected proxies available to them in favour of each Resolution.

	VOTING/PROXY FORM-ANNUAL GENERAL MEETING I/We being shareholder(s) of Botswana Metals Limited (ABN 96 122 995 073) and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chairman of the meeting OR PLEASE NOTE:If you leave the section blank, the Chairman of the Meeting will be your proxy. If no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held atThe Conference Room, Quality Suites Beaumont Kew, 7 Studley Park Road, Kew, Victoria 3101 on Monday, 27 November 2017 at 9:00 AM (AEDT)and at any adjournment or postponement of that Meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions:Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on each of Resolutions 2, 3, 4, 11(a), 11(b), 11(c) and 13 and any other Resolution/s (except where I/we have indicated a different voting intention below) even though the Resolution is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chairman. The Chairman of the Meeting intends to vote all undirected proxies available to them infavourof each Resolution.
	VOTING DIRECTIONS
	Resolutions For Against Abstain Resolutions For Against Abstain**
STEP 2	1 Approval to issue Corporate Advisory Options 11 (a)Approval to issue Director Options to Mr JoshuaLetcher
	2 Approval to issue Consultant Options 11 (b)Approval to issue Director Options to Mr Edwin Bulseco
	3 Approval of issue of Trayburn Shares and Options 11 (c)Approval to issue Director Options to Mr Steve Groves
	4Adoption of Remuneration Report 12Approval to issue Contractor Options
	5 (a)Election of Mr Joshua Alan Letcher as a Director 13Approval of issue of Creditor Shares and Options to Unrelated Creditors.
	5 (b)Election of Mr Edwin Edward Bulseco as a Director 14 (a)Approval of participation of Mr Joshua Letcher inplacement
	5 (c)Election of Mr Steven Russell Groves as aDirector 14 (b)Approval of participation of Mr Edwin Bulseco in placement
	6 (a)Ratification of issue of Previous Placement Shares- ASX LR 7.1 14 (c)Approval of participation of Mr Steve Groves inplacement
	6 (b)Ratification of issue of Previous Placement Shares - ASX LR 7.1A 14 (d)Approval of participation of Mr Patrick Volpe inplacement
	7Approval to issue Placement Securities 15 Consolidation of capital
	8Approval to Issue SPP Options 16 Change of company name
	9 Approval to issue SPP Shortfall Shares 17 Approval of 10% Placement Facility
	10 Approval to issue Lead Manager Options
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be 
	counted in computingthe required majorityon apoll.
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)


	Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
	This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of
	attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed
	in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

CHANGE OF ADDRESS

Your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chairman as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman will be your proxy.

DEFAULT TO THE CHAIRMAN OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not vote on a poll in accordance with your directions or does not attend the Meeting, then the proxy appointment will automatically default to the Chairman of the Meeting, who is required to vote the proxies as directed.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each Resolution. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on a Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as they choose to the extent they are able. If you mark more than one box on a Resolution, your vote on that Resolution will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chairman) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolutions 2, 3, 4, 11(a), 11(b), 11(c) and 13 and any other Resolution/s connected directly or indirectly with the remuneration of a member of the key management personnel, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for the Resolution.

PLEASE NOTE: If you appoint the Chairman as your proxy (or if they are appointed by default) but do not direct them how to vote on a Resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that Resolution), you will be expressly authorising the Chairman to vote as they see fit on that Resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

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

(b) Return both forms together.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

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

LODGE YOUR VOTE

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 9:00 AM (AEDT) on Saturday, 25 November 2017, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

ONLINE VOTE www.advancedshare.com.au/investor-login
BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909
BY FAX +61 8 9262 3723
BY EMAIL [email protected]
IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or
ALL ENQUIRIES TO Telephone: +61 8 9389 8033

AI assistant

VERITY RESOURCES LIMITED — Proxy Solicitation & Information Statement 2017

66020_rns_2017-10-26_46f11c8b-ece5-467c-8de2-b8ccf281d879.pdf

ASX:BML

ABN:

Issued Capital:

Directors:

Registered Office:

ASX ANNOUNCEMENT

27 OCTOBER 2017

NOTICE OF ANNUAL GENERAL MEETING

Contact:

About Botswana Metals

BOTSWANA METALS LIMITED A C N 1 2 2 9 9 5 0 7 3

NOTICE OF ANNUAL GENERAL MEETING

BOTSWANA METALS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

1. Financial Statements and Reports

2. Resolution 1 – Approval to issue Corporate Advisory Options

Voting Exclusion

3. Resolution 2 – Approval to issue Consultant Options

Voting Exclusion

Voting Prohibition

4. Resolution 3 – Approval of issue of Trayburn Shares and Options

Voting Exclusion

Voting Prohibition

5. Resolution 4 – Adoption of Remuneration Report

Voting Prohibition

6. Resolution 5 - Election of Directors

7. Resolution 6 – Ratification of issue of Previous Placement Shares

Voting Exclusion

8. Resolution 7 – Approval to issue Placement Securities

Voting Exclusion

9. Resolution 8 – Approval to issue SPP Options

Voting Exclusion

10. Resolution 9 – Approval to issue SPP Shortfall Shares

Voting Exclusion

11. Resolution 10 – Approval to issue Lead Manager Options

Voting Exclusion

12. Resolution 11 – Approval to issue Director Options

Voting Exclusion

Voting Prohibition

13. Resolution 12 – Approval to issue Contractor Options

Voting Exclusion

14. Resolution 13 – Approval of issue of Creditor Shares and Options to Unrelated Creditors

Voting Exclusion

Voting Prohibition

15. Resolution 14 – Participation in Placement by related parties

Voting Exclusion

16. Resolution 15 – Consolidation of capital

17. Resolution 16 – Change of company name

18. Resolution 17 – Approval of 10% Placement Facility

Voting Exclusion

BY ORDER OF THE BOARD

Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

3. Background to Resolutions

3.1 Annual General Meeting

3.2 Special Business

4. Financial Statements and Reports

5. Resolution 1 – Approval to issue Corporate Advisory Options

5.1 General

5.2

Listing Rule 10.11

5.3 Specific information required by Listing Rule 10.11

5.4 Chapter 2E of the Corporations Act

6. Resolution 2 – Approval to issue Consultant Options

6.1 General

6.2

Listing Rule 10.11

6.3 Specific information required by Listing Rule 10.11

6.4 Chapter 2E of the Corporations Act

7. Resolution 3 – Approval of issue of Trayburn Shares and Options

7.1 General

7.2

Listing Rule 10.11

7.3 Specific information required by Listing Rule 10.13

VERITY RESOURCES LIMITED Proxy Solicitation & Information Statement 2017