VERITY RESOURCES LIMITED — Proxy Solicitation & Information Statement 2018

Feb 6, 2018

SIX SIGMA METALS LIMITED ACN 122 995 073

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at Suite 2, Level 1, 1 Altona Street West Perth on Friday, 16 March 2018 at 11:00am (WST).

The Notice of 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 8 6559 1792.

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

SIX SIGMA METALS LIMITED

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Six Sigma Metals Limited ( Company ) will be held at Suite 2, Level 1, 1 Altona Street West Perth on Friday, 16 March 2018 at 11:00am (WST) ( 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 of the Company on Wednesday, 14 March 2018 at 5:00pm (WST).

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

AGENDA

1. Resolution 1 – Ratification of prior issue of 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 7.4 and for all other purposes, Shareholders ratify the following issues of Securities on the terms and conditions set out in the Explanatory Memorandum:

• (a) 7,621,954 Previous Placement Shares issued under Listing Rule 7.1;

• (b) 2,540,652 Previous Placement Options issued under Listing Rule 7.1;

• (c) 34,013,760 Shares issued under the Tranche 1 Placement under Listing Rule 7.1A; and

• (d) 41,319,573 Shares issued under the Tranche 1 Placement under Listing Rule 7.1."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by, or on behalf of, any person who participated in the issue or an associate 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.

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2. Resolution 2 – Approval to issue Securities under the Current Placement

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 issue of Securities on the terms and conditions set out in the Explanatory Memorandum:

• (a) 31,333,333 Shares under the Tranche 2 Placement; and

• (b) an aggregate of 42,666,667 Options under the Tranche 1 Placement and the Tranche 2 Placement."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by, or on behalf of, any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate 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.

3. Resolution 3 – Approval of participation in the Tranche 2 Placement by a related party

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

"That, subject to Resolutions 2(a) and 2(b) being passed and pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 3,333,333 Shares and up to 1,333,334 Options under the Tranche 2 Placement to Mr Edwin Bulseco (or his nominees) on the terms and conditions set out in the Explanatory Memorandum ."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by Mr Edwin Bulseco (or his nominees) or any of their 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) 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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4. Resolution 4 – Adoption of Employee Incentive Securities Plan

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 Listing Rule 7.2 exception 9(b) and for all other purposes, Shareholders approve the adoption of the employee incentive scheme of the Company known as the "Six Sigma Metals Employee Incentive Securities Plan" and the issue of Securities under that plan on the terms and conditions set out in the Explanatory Memorandum. "

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by any Director (other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company) or any associates of those Directors.

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

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 a member of the Key Management Personnel or a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution. In exceptional circumstances, the Chair may change his voting intention on this Resolution, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chair to vote against this Resolution or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

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5. Resolution 5 – Approval to issue Director Options

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

"That, subject to Resolution 4 being passed and pursuant to and in accordance with section 195(4) of the Corporations Act, Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of Options to Directors (or their nominees) as follows:

• (a) up to 6,000,000 Options to Mr Edwin Bulseco;

• (b) up to 6,000,000 Options to Mr Steven Groves; and

• (c) up to 6,000,000 Options to Mr Joshua Letcher,

(together, Director Options ) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by the Directors who are eligible to participate in the Incentive Plan or any associates of those Directors:

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

• (a) 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:

• (i) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and

• (ii) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution. In exceptional circumstances, the Chair may change his voting intention on this Resolution, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chair to vote against this Resolution or to abstain from voting.

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If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on this Resolution.

6. Resolution 6 – Approval of potential termination benefits under the Incentive Plan

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

"That, subject to Resolution 4 being passed, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued under the Incentive Plan, approval be given for all purposes of Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Memorandum."

Voting Prohibitions

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 a member of the Key Management Personnel or 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 above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution. In exceptional circumstances, the Chair may change his voting intention on this Resolution, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chair to vote against this Resolution or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

In accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution must not be cast by any participants or potential participants in the Incentive Plan or their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person's future retirement. However, a vote may be cast by such a person if:

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• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and

• (b) it is not cast on behalf of the person or an associate of the person.

7. Resolution 7 – Approval to issue 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 12,500,000 Options to Xcel Capital Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Memorandum ."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by Xcel Capital Pty Ltd (or its nominees) or any of their 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) 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.

BY ORDER OF THE BOARD

Mauro Piccini Company Secretary Dated: 7 February 2018

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

SIX SIGMA METALS LIMITED

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 Meeting to be held at Suite 2, Level 1, 1 Altona Street West Perth on Friday, 16 March 2018 at 11:00am (WST).

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	Resolution 1 – Ratification of prior issue of Securities
Section 5	Resolution 2 – Approval to issue Securities under the Current Placement
Section 6	Resolution 3 – Approval of Participation in the Tranche 2 Placement by a related party
Section 7	Resolution 4 – Adoption of Employee Incentive Securities Plan
Section 8	Resolution 5 – Approval to issue Director Options
Section 9	Resolution 6 – Approval of potential termination benefits under the Incentive Plan
Section 10	Resolution 7 – Approval to issue Advisory Options
Schedule 1	Definitions
Schedule 2	Terms and conditions of the Options
Schedule 3	Summary of Incentive Plan

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.

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2.1 Voting in person

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

2.2 Proxies

• (a) Voting by proxy

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:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

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

• (iii) 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.

• (b) Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• (c) Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (ii) the appointed proxy is not the chair of the meeting;

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• (iii) at the meeting, a poll is duly demanded on the resolution; and

• (iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

2.3 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

In accordance with section 250BD of the Corporations Act, a vote on Resolutions 4, 5 and 6 must not be cast (in any capacity) by, or on behalf of:

==> picture [13 x 12] intentionally omitted <==

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

==> picture [14 x 12] intentionally omitted <==

a Closely Related Party of such member.

However, a person described above may cast a vote on Resolutions 4, 5 and 6 if the vote is not cast on behalf of a person who is excluded from voting on Resolutions 4, 5 and 6:

==> picture [13 x 12] intentionally omitted <==

• the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or

==> picture [14 x 12] intentionally omitted <==

• the person is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution, but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

The Chair intends to exercise all available proxies in favour of Resolutions 4 , 5 and 6.

3. Background to Resolutions

3.1 Previous Placement

On 5 December 2017 the Company issued a total of 134,654,529 Shares at $0.0098 each to sophisticated and professional investors pursuant to a placement to raise approximately $1.3 million ( Previous Placement Shares ). Subscribers for the Previous Placement Shares also received one free-attaching quoted Option for every three Shares subscribed for under that placement ( Previous Placement Options ).

A prospectus in respect to the offer of the Previous Placement Options was lodged with ASIC on 20 November 2017 and the Previous Placement Options were issued on 11 December 2017.

Shareholders at the Company's annual general meeting on the 27 November 2017 approved the issue of:

• (a) 127,032,520 of the 134,654,429 Previous Placement Shares; and

• (b) 42,344,173 of the 44,884,843 Previous Placement Options.

The remaining 7,621,954 Previous Placement Shares and 2,540,652 Previous Placement Options were issued using the Company's placement capacity under Listing Rule 7.1.

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The Company is seeking the ratification of Shareholders pursuant to Listing Rule 7.4 under Resolutions 1(a) and (b) for the issue of the Previous Placement Shares and Previous Placement Options respectively.

3.2 Current Placement

On 21 December 2017, the Company announced that binding commitments for a further $1,600,000 had been received for a placement of Shares at $0.015 each to sophisticated and professional investors, with 2 free attaching quoted Options for every five Shares subscribed for under the placement ( Current Placement ). The Current Placement is being undertaken in two tranches as follows:

• (a) the first tranche of 75,333,333 Shares was issued on 3 January 2018 and was issued using the Company's available placement capacity under Listing Rules 7.1 and 7.1A ( Tranche 1 Placement ); and

• (b) the second tranche of 31,333,333 Shares will be issued following Shareholder approval of Resolution 2(a) ( Tranche 2 Placement ).

The Company is seeking the ratification of Shareholders pursuant to Listing Rule 7.4 under Resolutions 1(c) and (d) for the issue of Shares under the Tranche 1 Placement.

The issue of the free-attaching Options under the Tranche 1 Placement and Tranche 2 Placement is the subject of Shareholder approval under Resolution 2(b) and is proposed to occur at the same time the Tranche 2 Placement Shares are issued.

The funds raised from the Current Placement will be used for exploration on the Company's existing tenement portfolio, potential new ventures, working capital and expenses of the Current Placement.

3.3

Xcel Capital

Xcel Capital, a related party of the Company, acted as Lead Manager to the Current Placement. Mr Ed Bulseco is a director and substantial shareholder of Xcel Capital and a Director of the Company. Subject to Shareholder approval of Resolution 3, Mr Bulseco (or his nominees) will subscribe for up to 3,333,333 Shares and up to 1,333,334 Options in the Tranche 2 Placement.

The Company has also entered into a mandate with Xcel Capital for the provision of market advisory services ( Xcel Mandate ). Subject to Shareholder approval of Resolution 7, Xcel Capital will be issued up to 12,500,000 unquoted Options at an issue price of$0.00001 per Option, exercisable at $0.022 each and expiring 3 years from the date of issue as part consideration for its services pursuant to the Xcel Mandate ( Advisory Options ).

3.4

Incentive Plan and Director Options

Subject to Shareholder approval of Resolution 4, the Company will implement an employee securities incentive plan ( Incentive Plan ). Shareholder approval is also sought under Resolution 6 pursuant to Part 2D.2 of the Corporations Act for potential termination benefits under the Incentive Plan.

The Company is seeking Shareholder approval under Resolution 5 to issue a maximum of 6,000,000 unquoted Options under the Incentive Plan to each Director at an exercise price of $0.022 and expiry of 3 years from the date of issue ( Director Options ).

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4. Resolution 1 – Ratification of prior issue of Securities

4.1 General

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of Previous Placement Shares, Previous Placement Options and Shares under the Tranche 1 Placement, which the Company issued within the last 12 months without obtaining prior Shareholder approval.

Each of the Resolutions which form part of Resolution 1 is a separate ordinary resolution.

The Board recommends that Shareholders vote in favour of each of the Resolutions which form part of Resolution 1.

The Chair intends to exercise all available proxies in favour of each of the Resolutions which form part of Resolution 1.

4.2

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 27 November 2017.

4.3

Listing Rule 7.4

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

The effect of Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% of its 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.

4.4 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, Previous Placement Options and Shares under the Tranche 1 Placement under Resolution 1:

(a) Previous Placement Shares and Previous Placement Options

• (i) a total of 7,621,954 Previous Placement Shares were issued on 5 December 2017 and 2,540,652 Previous Placement Options were issued on 11 December 2017;

• (ii) the Previous Placement Shares were issued for $0.0098 per Share;

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• (iii) the Previous Placement Options were issued for nil cash consideration as free-attaching Options to the Previous Placement Shares, with an exercise price of $0.015 each and an expiry date of 1 July 2021, and otherwise on the terms and conditions set out in Schedule 2;

• (iv) the Previous Placement Shares were issued as fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (v) the Previous Placement Shares and Previous Placement Options were issued to sophisticated and professional investors, none of whom is a related party of the Company;

• (vi) the proceeds raised from the issue of the Previous Placement Shares will be used for existing exploration, settling outstanding creditors and future exploration activities. No funds were raised from the issue of the Previous Placement Options; and

• (vii) a voting exclusion statement is included in the Notice.

(b) Tranche 1 Placement Shares

• (i) a total of 75,333,333 Shares were issued as part of the Tranche 1 Placement on 3 January 2018, of which:

• (A) 34,013,760 Shares were issued within the 10% limit permitted under Listing Rule 7.1A without the need for Shareholder approval; and

• (B) 41,319,573 Shares were issued within the 15% annual limit permitted under Listing Rule 7.1 without the need for Shareholder approval;

• (ii) Shares under the Tranche 1 Placement were issued at $0.015 per Share;

• (iii) Shares under the Tranche 1 Placement were issued as fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (iv) Shares under the Tranche 1 Placement were issued to sophisticated and professional investors who are clients of Xcel Capital, none of whom is a related party of the Company;

• (v) the proceeds from the Shares under the Tranche 1 Placement will be used to fund exploration on the existing tenement portfolio, potential new ventures and for the expenses of the Current Placement; and

• (vi) a voting exclusion statement is included in the Notice.

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5. Resolution 2 – Approval to issue Securities under the Current Placement

5.1 General

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 31,3333,333 Shares under the Tranche 2 Placement and up to 42,666,667 Options under the Tranche 1 Placement and Tranche 2 Placement.

Each of the Resolutions which form part of Resolution 2 is a separate ordinary resolution.

The Board recommends that Shareholders vote in favour of each of the Resolutions which form part of Resolution 2.

The Chair intends to exercise all available proxies in favour of each of the Resolutions which form part of Resolution 2.

5.2

Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 4.2.

The effect of Resolution 2 will be to allow the Company to issue Shares and Options under the Current Placement 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.

5.3 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 Shares and Options under the Current Placement:

• (a) a maximum of 31,333,333 Shares are to be issued under the Tranche 2 Placement and a maximum of 42,666,667 Options are to be issued under the Tranche 1 Placement and Tranche 2 Placement;

• (b) Shares under the Tranche 2 Placement and Options under the Tranche 1 Placement and Tranche 2 Placement 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) Shares under the Tranche 2 Placement will be issued at $0.015 per Share;

• (d) Options under the Tranche 1 Placement and Tranche 2 Placement are freeattaching to Shares issued under the Current Placement and, therefore, will be issued at an issue price of nil, with an exercise price of $0.015 and an expiry date of 1 July 2021, and otherwise on the terms and conditions set out in Schedule 2;

• (e) the Shares and Options will principally be issued to sophisticated and professional investors, who are unrelated parties of the Company. The Company is separately seeking separate approval of Shareholders under Resolution 3 to issue a small proportion of Shares and Options under the Tranche 2 Placement to a related party of the Company;

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• (f) the Shares under the Tranche 2 Placement will be 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;

• (g) proceeds from the Shares under the Tranche 2 Placement will be used for the same purposes as outlined in Section 4.4(b)(v). No funds will be raised from the issue of the Options under the Tranche 1 Placement and Tranche 2 Placement as they are issued as free-attaching to the Shares;

• (h) it is intended that the Shares under the Tranche 2 Placement and Options under the Tranche 1 Placement and Tranche 2 Placement will be issued on or about the date of the Meeting; and

• (i) a voting exclusion statement is included in the Notice.

6. Resolution 3 – Approval of Participation in the Tranche 2 Placement by a related party

6.1 General

Subject to Shareholder approval of Resolution 2, Resolution 3 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 3,333,333 Shares and 1,333,334 Options to Mr Bulseco (or his nominees) arising from Mr Bulseco's participation in the Tranche 2 Placement.

Resolution 3 is an ordinary resolution.

If Resolution 2 is not approved at the Meeting, Resolution 3 will not be put to the Meeting.

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

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

6.2 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 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.

Mr Bulseco is a related party of the Company by virtue of his position as a Director.

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.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the issue of Shares and Options to Mr Bulseco (or his nominee) under the Tranche 2 Placement will not be included in the issue of the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

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6.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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.

The issue of Shares and Options under the Tranche 2 Placement constitutes a financial benefit and Mr Bulseco is a related party of the Company by virtue of his position.

The Board (other than Mr Bulseco) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue Shares and Options under the Tranche 2 Placement as the Shares and Options will be issued to Mr Bulseco on the same terms as the Shares and Options issued to non-related party participants in the Tranche 2 Placement and as such the giving of the financial benefit is on arm's length terms.

6.4 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 Shares and Options to be issued to Mr Bulseco under the Tranche 2 Placement:

• (a) a maximum of up to 3,333,333 Shares and 1,333,334 Options will be issued to Mr Bulseco (or his nominees);

• (b) the Shares and Options under the Tranche 2 Placement 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);

• (c) Shares under the Tranche 2 Placement will be issued at $0.015 per Share;

• (d) the Shares will 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;

• (e) the Options will be issued on the same terms and conditions as the other Options issued to parties unrelated to the Company under the Current Placement (see Resolution 2(b) and Schedule 2);

• (f) proceeds from the Shares issued to Mr Bulseco under the Tranche 2 Placement will be used for the same purposes as outlined in Section 4.4(b)(v);

• (g) the Options issued to Mr Bulseco under the Tranche 2 Placement are freeattaching to Shares and, therefore, will be issued at an issue price of nil; and

• (h) a voting exclusion statement is included in the Notice.

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7. Resolution 4 – Adoption of Employee Incentive Securities Plan

7.1 General

Resolution 4 seeks Shareholder approval for the adoption of the Incentive Plan in accordance with Listing Rule 7.2 exception 9(b).

The Incentive Plan will ensure that the Company has appropriate mechanisms to continue to attract, motivate and retain the services of Directors and employees of a high calibre.

Under the Incentive Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Securities in the Company as the Board may decide and on the terms set out in the rules of the Incentive Plan, a summary of which is set out at Schedule 3.

In addition, a copy of the Incentive Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Incentive Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

Resolution 4 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 4.

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

7.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 4.2.

7.3 Listing Rule 7.2, Exception 9(b)

Listing Rule 7.2, exception 9(b) provides an exception to Listing Rule 7.1 by which Securities issued under an employee incentive scheme are exempt for a period of 3 years from the date on which Shareholders approve the issue of Securities under the scheme as an exception to Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to issue Securities under the Incentive Plan to eligible participants over a period of 3 years without impacting on the Company's ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

No Securities have been issued under the Incentive Plan as it is a new employee incentive scheme and has not previously been approved by Shareholders.

Prior Shareholder approval will be required under Listing Rule 10.14 before any Director or related party of the Company can participate in the Incentive Plan (refer to Resolution 5).

Pursuant to the Listing Rules, Shareholders must re-approve the Incentive Plan and all unissued Securities issuable pursuant thereto every 3 years.

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8. Resolution 5 – Approval to issue Director Options

8.1 General

Subject to Shareholder approval of Resolution 4, Resolution 5 seeks Shareholder approval pursuant to Listing Rule 10.14 for the issue of up to 18,000,000 Director Options under the Incentive Plan.

The Director Options are being issued as part of the Directors' remuneration packages and to provide a performance linked incentive.

The Director Options will be issued for nil cash consideration, exercisable at $0.022 each and expiring 3 years from the date of issue. The terms and conditions of the Director Options are set out in Schedule 2.

Each of the resolutions which form part of Resolution 5 is an ordinary resolution.

If Resolution 4 is not approved at the Meeting, Resolution 5 will not be put to the Meeting.

The Chair intends to exercise all available proxies in favour of each of the Resolutions which forms part of Resolution 5.

8.2

Listing Rule 10.14

Listing Rule 10.14 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive plan to a director of the Company, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX's opinion, such that approval should be obtained.

The effect of passing Resolution 5 will be to allow the Company to issue up to 18,000,000 Options to Directors within 12 months after the Meeting (or a longer period, if permitted by ASX) without breaching Listing Rule 10.14.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required. Accordingly, the issue of Director Options will not be included in the issue of the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

8.3

Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is contained in Section 6.3.

The issue of Director Options constitutes the giving of a financial benefit and the Directors are all related parties of the Company by virtue of their position as Directors.

The Board (other than Mr Bulseco in relation to Resolution 5(a), Mr Groves in relation to Resolution 5(b) and Mr Letcher in relation to Resolution 5(c)) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Options as the Director Options are considered reasonable remuneration.

8.4 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of Director Options:

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• (a) a maximum of 6,000,000 Options will be issued to each Director, being Messrs Edwin Bulseco, Steven Groves and Joshua Letcher (or their respective nominees);

• (b) the Director Options will be issued for nil cash consideration and otherwise on the terms and conditions set out in Schedule 2;

• (c) no Securities have previously been issued under the Incentive Plan nor has the Incentive Plan previously been adopted by Shareholders. All Directors are eligible to participate in the Incentive Plan;

• (d) no loans will be made in relation to, and no funds will be raised from the issue of the Director Options;

• (e) the Director Options will be issued no later than 12 months after the date of the Meeting (or such later date as permitted by an ASX waiver or modification of the Listing Rules); and

• (f) a voting exclusion statement is included in the Notice.

9. Resolution 6 – Approval of potential termination benefits under the Incentive Plan

9.1 General

Subject to Shareholder approval of Resolution 4, Shareholder approval is sought for the purposes of Part 2D.2 of the Corporations Act to approve the giving of benefits under the Incentive Plan to a person by the Company in connection with that person ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company (or subsidiary of the Company) on the terms and conditions in this Explanatory Memorandum.

If Resolution 4 is not approved at the Meeting, Resolution 6 will not be put to the Meeting.

Under the terms of the Incentive Plan, where a participant ceases employment or office before the vesting of their convertible Securities, the Board possesses the discretion to determine, that some or all of their convertible Securities will not lapse. The Board's current intention is to only exercise this discretion:

• (a) where the person leaves employment or office without fault on their part; and (b) so as only to preserve that number of unvested convertible Securities as are pro rated to the date of leaving.

The exercise of this discretion by the Board may constitute a "benefit" for the purposes of section 200B of the Corporations Act. The Company is therefore seeking Shareholder approval for the exercise of the Board's discretion in respect of any current or future participant in the Incentive Plan who holds:

• (a) a managerial or executive office in, or is an officer of, the Company (or subsidiary of the Company) at the time of their leaving or at any time in the three years prior to their leaving; and

• (b) Securities under the Incentive Plan at the time of their leaving.

Resolution 6 is an ordinary resolution.

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The Board recommends that Shareholders vote in favour of Resolution 6.

The Chair intends to exercise all available proxies in favour of Resolution 6.

9.2 Value of the termination benefits

The value of the termination benefits that the Board may give under the Incentive Plan cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of a particular benefit will depend on factors such as the Company's Share price at the time of vesting and the number of Securities that will vest. The following additional factors may also affect the benefit's value:

• (a) the participant's length of service and the status of the vesting conditions attaching to the relevant Securities at the time the participant's employment or office ceases; and

• (b) the number of unvested Securities that the participant holds at the time they cease employment or office.

9.3 Part 2D.2 of the Corporations Act

Part 2D.2 of the Corporations Act restricts the benefits that can be given to persons who hold a "managerial or executive office" (as defined in the Corporations Act) on leaving their employment with the Company or any of its related bodies corporate, unless an exception applies.

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a managerial or executive office if the benefit is approved by shareholders or an exemption applies. Provided Shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

10. Resolution 7 – Approval to issue Advisory Options

10.1 General

Resolution 7 seeks Shareholder approval for the issue of up to 12,500,000 unquoted Options to Xcel Capital (or its nominees) as part of the Xcel Mandate for the provision of market advisory services.

The Advisory Options will be issued at $0.00001 per Option, exercisable at $0.022 each and expiring 3 years from the date of issue. The terms and conditions of the Advisory Options are set out in Schedule 2.

The Board (other than Mr Bulseco) recommends that Shareholders vote in favour of Resolution 7.

Resolution 7 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 7.

10.2 Listing Rule 10.11

A summary of Listing Rule 10.11 is contained in Section 6.2.

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Xcel Capital is a related party of the Company by virtue of Mr Bulseco, a Director of the Company, being a substantial shareholder and director of Xcel Capital.

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

10.3 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is contained in Section 6.3.

The issue of Advisory Options constitutes the giving of a financial benefit and Xcel Capital is a related party of the Company by virtue of the fact that it is controlled by Mr Bulseco, a Director of the Company.

The Board (other than Mr Bulseco) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Advisory Options as they are issued pursuant to the Xcel Mandate which was negotiated on arm's length terms.

10.4 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 proposed issue of Advisory Options:

• (a) a maximum of 12,500,000 Advisory Options will be issued to Xcel Capital (or its nominees) as part consideration for market advisory services provided pursuant to the Xcel Mandate;

• (b) the 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);

• (c) the Advisory Options will be issued to Xcel Capital (or its nominees), a related party of the Company by virtue of Director Mr Bulseco, being a director and substantial shareholder of Xcel Capital;

• (d) the Advisory Options will be issued at an issue price of $0.00001 per Option and a maximum of $125 will be raised as a result of the issue;

• (e) the Advisory Options will be issued with an exercise price of $0.022 each and will expire 3 years from the date of issue, and otherwise on the terms and conditions set out in Schedule 2;

• (f) as only nominal funds will be raised from the issue of Advisory Options, the funds will be used for working capital; and

• (g) a voting exclusion statement is included in the Notice.

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Schedule 1 – Definitions

$ means Australian Dollars.

Advisory Options has the meaning given in Section 3.3.

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

ASIC means Australian Securities and Investments Commission.

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 of the Company.

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

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company means Six Sigma Metals Limited ACN 122 995 073.

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

Corporations Act means the Corporations Act 2001 (Cth).

Current Placement has the meaning given in Section 3.2.

Director means a director of the Company.

Director Options has the meaning given in Section 3.4 .

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.

Incentive Plan means the Six Sigma Metals Employee Incentive Securities Plan.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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.

Previous Placement Options has the meaning given in Section 3.1.

Previous Placement Shares has the meaning given in Section 3.1.

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Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

Securities means all Equity Securities of the Company, including Shares and Options.

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

Shareholder means a holder of a Share.

Tranche 1 Placement has the meaning given in Section 3.2. Tranche 2 Placement has the meaning given in Section 3.2.

WST means Western Standard Time being the time in Perth, Western Australia. Xcel Capital means Xcel Capital Pty Ltd (ACN 617 047 319).

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Schedule 2 - Terms and conditions of Options

1. ( Entitlement ): Each Option entitles the holder to subscribe for one fully paid ordinary Share.

( Issue Price ):

• (a) The Options under the Previous Placement have been issued for nil consideration.

• (b) The Options under the Tranche 1 Placement, the Tranche 2 Placement and the Director Options will be issued for nil consideration.

• (c) The Advisory Options will be issued at $0.00001 per Option.

• ( Exercise Price and Expiry Date ):

• (a) The Options under the Previous Placement, the Tranche 1 Placement and Tranche 2 Placement are exercisable at $0.015 each at any time up to 5.00pm (AEDT) on or before 1 July 2021. Any Option not exercised by 1 July 2021 will automatically expire.

• (b) The Director Options and Advisory Options are exercisable at $0.022 each and expire 3 years from the date of issue. Any Option not exercised within 3 years from the date of issue will automatically lapse.

• ( 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.

Options will be deemed to have been exercised on the date the exercise notice is lodged with the Directors.

1. ( 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.

2. ( 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.

4. ( Transferability ): The Options are transferable.

( Quotation of Options ):

• (a) The Company has applied to the ASX for quotation of the Options issued under the Previous Placement.

• (b) The Company will apply to the ASX for quotation of the Options issued under the Tranche 1 Placement and Tranche 2 Placement.

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• (c) The Company will not apply to ASX for quotation of the Director Options and Advisory 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.

• ( 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.

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Schedule 3 –- Summary of Incentive Plan

A summary of the terms of the Incentive Plan is set out below:

1. Eligible Participant

Eligible Participant means a person that:

• (a) is an "eligible participant" (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and

• (b) has been determined by the Board to be eligible to participate in the Incentive Plan from time to time.

2. Purpose

The purpose of the Incentive Plan is to:

• (a) assist in the reward, retention and motivation of Eligible Participants;

• (b) link the reward of Eligible Participants to Shareholder value creation; and

• (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

3. Incentive Plan administration

The Incentive Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Incentive Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

4.

Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Incentive Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

5.

Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Incentive Plan rules and any ancillary documentation required.

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6. Terms of Convertible Securities

Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Incentive Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

7. Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

8. Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Incentive Plan rules, or such earlier date as set out in the Incentive Plan rules.

9. Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Incentive Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

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10. Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Incentive Plan rules:

• (a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

11. Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

12. Rights attaching to Incentive Plan Shares

All Shares issued under the Incentive Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Incentive Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Incentive Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Incentive Plan Shares. A Participant may exercise any voting rights attaching to Incentive Plan Shares.

13. Disposal restrictions on Incentive Plan Shares

If the invitation provides that any Incentive Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Incentive Plan Share is subject to any disposal restrictions under the Incentive Plan, the Participant will not:

• (a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Incentive Plan Share; or

• (b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

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14. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

15. Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

16. Amendment of Incentive Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Incentive Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Incentive Plan and determine that any amendments to the Incentive Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Incentive Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

17. Incentive Plan duration

The Incentive Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Incentive Plan for a fixed period or indefinitely, and may end any suspension. If the Incentive Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

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LODGE YOUR VOTE ONLINE

 ONLINE VOTE

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ACN: 122 995 073

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.

2018 GENERAL MEETING - VOTING/PROXY FORM

I/We being shareholder(s) of Six Sigma Metals Limited and entitled to attend and vote hereby: APPOINT A PROXY

The Chairman of  PLEASE NOTE: If you leave the section blank, OR the meeting 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 General Meeting of the Company to be held at Suite 2, Level 1, 1 Altona Street, West Perth , Western Australia on Friday, 16 March 2018 at 11.00am (WST) and at any adjournment or postponement of that Meeting.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change. IMPORTANT FOR RESOLUTIONS 4 , 5 AND 6 :

If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chair to exercise the proxy in respect of Resolutions 4, 5 and 6, even though the Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel.

VOTING DIRECTIONS

	2018 GENERAL MEETING - VOTING/PROXY FORM I/We being shareholder(s) of Six Sigma Metals Limited 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 General Meeting of the Company to be held at Suite 2, Level 1, 1 Altona Street, West Perth, Western Australia on Friday, 16 March 2018 at 11.00am (WST)and at any adjournment or postponement of that Meeting. CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES: The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change. IMPORTANT FOR RESOLUTIONS 4 , 5 AND 6 : If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chair to exercise the proxy in respect of Resolutions 4, 5 and 6, even though the Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel.
	VOTING DIRECTIONS
STEP 2	Agenda Items For Against Abstain*
	1(a)Ratification of prior issue of Previous Placement Shares ~~~~ ~~~~ ~~~~
	1(b)Ratification of prior issue of Previous Placement Options ~~~~ ~~~~ ~~~~
	1(c)Ratification of prior issue of Shares issued under the Tranche 1 Placement under Listing Rule 7.1 A ~~~~ ~~~~ ~~~~
	1(d) Ratification of prior issue of Shares issued under the Tranche 1 Placement under Listing Rule 7.1 ~~~~ ~~~~ ~~~~
	2(a)Approval to issue Shares under the Tranche 2 Placement ~~~~ ~~~~ ~~~~
	2(b)Approval to issue Options under the Tranche 1 and Tranche 2 Placement ~~~~ ~~~~ ~~~~
	3 Approval of participation in the Tranche 2 Placement by a related Party ~~~~ ~~~~ ~~~~
	4 Adoption of Employee Incentive Securities Plan ~~~~ ~~~~ ~~~~
	5(a)Approval to issue Director Options – Mr Edwin Bulseco ~~~~ ~~~~ ~~~~
	5(b)Approval to issue Director Options – Mr Steven Groves ~~~~ ~~~~ ~~~~
	5(c)Approval to issue Director Options – Mr Joshua Letcher ~~~~ ~~~~ ~~~~
	6 Approval of potential termination benefits under the Incentive Plan ~~~~ ~~~~ ~~~~
	7 Approval to issue Advisory Options ~~~~ ~~~~ ~~~~
	* If you mark the Abstain box for a particular Item, 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 computing the required majority on a poll.
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
	Sole Director and Sole CompanySecretary Director/CompanySecretary (Delete one) Director
	This form should be signed by the shareholder. If a joint holding, all the shareholder 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

CORPORATE REPRESENTATIVES

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.

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.

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 item of business. 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 any item 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 item, your proxy may vote as they choose to the extent they are able. If you mark more than one box on an item, your vote on that item will be invalid.

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

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.

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 11.00 am (WST) on Wednesday, 14 March 2018, 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

admin@advancedshare.com.au

• IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or

• ALL ENQUIRIES TO Telephone: +61 8 9389 8033