WEEBIT NANO LTD — Proxy Solicitation & Information Statement 2014

Sep 22, 2014

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Notice of General Meeting

A General Meeting of Radar Iron Limited (ACN 146 455 576) will be held at the Company’s offices in Suite 7, Level 1, 55 Hampden Rd, Nedlands Western Australia 6009 on Thursday, 23 October at 10:00a.m. (WST).

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

Please contact the Company Secretary on +61 8 9389 9919 or info@radariron.com.au if you wish to discuss any matter concerning the Meeting.

Radar Iron Limited ABN 15 146 455 576

Notice of General Meeting

Notice is hereby given that a General Meeting of the Shareholders of Radar Iron Limited will be held at 10:00 a.m (Western Standard Time) on Thursday, 23 October 2014 at the Company’s offices in Suite 7, Level 1, 55 Hampden Rd, Nedlands WA 6009. ( Meeting ).

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

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

Proxy Forms must be received by no later than 10am (WST) on Tuesday, 21 October 2014.

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

Agenda

1 RESOLUTION 1 – ISSUE OF SECURITIES TO VICTORY MINING PTY LIMITED

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

“That for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 26,100,000 fully paid ordinary shares at an issue price of $0.035 per share to Victory Mining Pty Limited and otherwise on the terms set out in the Explanatory Memorandum.”

A voting exclusion statement is set out below.

2 RESOLUTION 2 – RATIFICATION OF PRIOR SECURITY ISSUE

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

“That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue 17,200,000 fully paid ordinary shares to Lightshare Investments Pty Ltd on the terms set out in the Explanatory Memorandum.”

A voting exclusion statement is set out below.

3 RESOLUTION 3 – RATIFICATION OF PRIOR SECURITY ISSUE

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

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“That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 280,000 fully paid ordinary shares on the terms set out in the Explanatory Memorandum.”

A voting exclusion statement is set out below.

4 RESOLUTION 4 – CHANGE OF OPTION TERMS

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

“That for the purpose of Listing Rule 6.23.4 and for all other purposes, Shareholders approve the change of the terms of 5,000,000 Options held by Mandelbrot Pty Limited as set out in the Explanatory Memorandum.”

A voting exclusion statement is set out below.

5 VOTING PROHIBITION AND EXCLUSION STATEMENTS

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

Resolution	Persons excluded from voting
Resolution 1 – Issue of	Victory Mining Pty Limited andanyassociate of
securities	that person, and any person whom might obtain a
	benefit, except solely in the capacity of a holder
	of ordinary securities, if the resolution is passed.
Resolution 2 – Ratification	Persons who participated in the issue and any
of prior security issue	associate of those persons.
Resolution 3 – Ratification	Persons who participated in the issue and any
of prior security issue	associate of those persons.
Resolution 4 – Variation of	A person who holds the Option and any associate
Option terms	of those persons

However, the Company need not disregard a vote if:

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

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

By order of the Board of Directors

Damon Sweeny Radar Iron Limited 22 September 2014

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Radar Iron Limited

ABN 15 146 455 576

Explanatory Memorandum

1 INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 10:00 a.m. (WST) on Thursday, 23 October 2014 at the Company’s offices in Suite 7, Level 1, 55 Hampden Rd, Nedlands Western Australia 6009. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding how to vote on the Resolutions set out in the Notice.

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

• 1 INTRODUCTION ............................................................................ 3 2 ACTION TO BE TAKEN BY SHAREHOLDERS ............................................. 3 3 RESOLUTION 1 – APPROVAL OF PLACEMENT .......................................... 4 4 RESOLUTIONS 2 AND 3 – RATIFICATION OF PRIOR SECURITIES ISSUE ............. 7

• 5 RESOLUTION 4 – CHANGE OF OPTION VESTING CONDITIONS ....................... 8

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

Please contact the Company Secretary on +61 8 9389 9919 or info@radariron.com.au if you wish to discuss any matter concerning the Meeting.

2 ACTION TO BE TAKEN BY SHAREHOLDERS

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

2.1 Proxies

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

The Proxy Form must be received no later than 48 hours before the commencement of the Meeting, i.e. by no later than 10am (WST) on 21 October 2014. Any Proxy Form received after that time will not be valid for the Meeting.

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A Proxy Form may be lodged in the following ways:

By Mail Radar Iron Ltd, PO Box 994, Subiaco, WA 6904 By Facsimile +61 8 6389 0576 By Hand Suite 7, Level 1, 55 Hampden Rd, Nedlands Western Australia 6009. By Email info@radariron.com.au

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

2.2 Corporate representatives

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

An appointment of corporate representative form is available from the website of the Company’s share registry (Security Transfer Registrars Pty Limited).

2.3 Eligibility to vote

The Directors have determined that, for the purposes of voting at the Meeting, Shareholders are those persons who are the registered holders of Shares at 4.00pm (WST) on 21 October 2014.

3 RESOLUTION 1 – APPROVAL OF PLACEMENT

3.1 Introduction

On 22 September 2014 the Company announced a transaction with Victory Mining Pty Limited ( Victory Mining ), a private investor in the resources sector based in Sydney backed by high net worth shareholders, under which Victory Mining would:

• (a) subscribe for 26.1m Shares at an issue price of $0.035 per Share to raise approximately $915,000 ( Placement ); and

• (b) fully underwrite a non-renounceable entitlement offer at a minimum issue price of $0.035 per New Share to raise approximately $4.6m ( Entitlement Offer ).

The Placement and Entitlement Offer will allow the Company to pay the outstanding purchase price for the Yerecoin Magnetite Project (refer to ASX

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announcement 1 May 2014) and provide sufficient working capital to advance project studies for production at Yerecoin.

Listing Rule 7.1 limits the number of securities a company can issue in a 12 month period to 15% of its issued share capital, except for certain issues, including where first approved by Shareholders. The effect of passing Resolution 1 is to allow the Company to issue Shares in accordance with the Resolution without those securities being included in the 15% limit, and allow the Company to complete the Placement.

Shareholder approval to approve the underwriting of the Entitlement Offer will be sought at the Company’s annual general meeting, to be held on or about 7 November 2014.

3.2 Material terms of the Placement and Entitlement Offer

On 19 September 2014 the Company and Victory Mining signed a binding term sheet ( Term Sheet) , under which:

• (a) Victory Mining will subscribe for and the Company agrees to issue 26.1m fully paid ordinary shares at an issue price of $0.035 per share to raise $913,500, subject to the satisfaction of the following conditions by no later than the Placement End Date:

• (i) the Company obtaining all necessary ASX approvals;

• (ii) there being no material adverse change to the Company or its assets;

• (iii) there being no material breach of any warranty given by the Company; and

• (iv) if required, Victory Mining obtaining FIRB approval.

• (b) Victory Mining will fully underwrite the Entitlement Offer to raise $4.6m (or such other amount as the parties agree) subject to the satisfaction of the following conditions by no later than the Entitlement Offer End Date:

• (i) the Company lodging a prospectus for the Entitlement Offer;

• (ii) the Company obtaining all necessary approvals under the Corporations Act;

• (iii) there being no material adverse change to the Company or its assets;

• (iv) there being no material breach of any warranty given by the Company;

• (v) if required, Victory Mining obtaining FIRB approval;

• (vi) the All Ordinaries Index remains at all times at least 90% or more than at the close of business on the business day prior to the date of the term sheet; and

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• (vii) the Platts daily Iron Ore 62% Fe, North China price assessment remains at all times at least 90% or more than at the business day prior to the date of the term sheet.

The issue price under the Entitlement Offer will be the greater of 80% of the volume weighted average closing price for Shares over the last 20 days on which sales took place before the Rights Issue prospectus is lodged and $0.035.

It is expected the placement funds will be received by mid-October 2014 and the rights issue finalised around the end of November 2014. The Term Sheet contains usual representations and warranties for a transaction of this nature.

3.3 Timetable

The proposed timetable for the Placement and Entitlement Offer is as follows:

Event	Date
Send notice of meeting to approve Underwriting	10 October 2014
Shareholder meeting to approve Placement	17 October 2014
Issue of Placement Shares (Placement End Date)	20 October 2014
Shareholder meeting to approve Underwriting (to be held	7 November 2014
with AGM)
Lodge Rights Issue prospectus
Ex date	12 November 2014
Record Date for Rights Issue	14 November 2014
Closing date of Rights Issue	28 November 2014
Issue of Shares and Shortfall Shares under the Rights Issue	5 December 2014

( Entitlement Offer End Date )

The above timetable is indicative, and may change, subject to the Corporations Act and Listing Rules.

3.4 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, the following information is provided:

• (a) The number of securities to be issued is 26,100,000.

• (b) The securities 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 will occur on the same date.

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• (c) The issue price of the securities is $0.035.

• (d) The securities will be issued to Victory Mining Pty Limited.

• (e) The securities to be issued are fully paid ordinary shares.

• (f) The use (or intended use) of the funds raised is to part pay the outstanding purchase price for the Yerecoin Project and for working capital.

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

3.5 Directors’ recommendation

The Board recommends that Shareholders vote in favour of Resolution 1. This will allow the Company to issue Shares under the Placement and allow the Company to issue further securities without Shareholder approval.

4 RESOLUTIONS 2 AND 3 – RATIFICATION OF PRIOR SECURITIES ISSUE

4.1 Introduction

On 6 May 2014, the Company issued 17,200,000 Shares to Lightshare Investments Pty Ltd. These Shares were issued to raise funds to pay the first tranche of the purchase price for the Yerecoin Project

On 22 September 2014, the Company issued 280,000 Shares to Mr Bradley George in consideration for consulting services received.

These securities were issued to unrelated parties of the Company and within the 15% annual limit permitted by Listing Rule 7.1; and therefore without the need for Shareholder approval. The effect of Shareholders passing Resolutions 2 and 3, and ratifying the issue will be to restore the Company’s ability to issue further capital to the maximum 15% limit during the next 12 months.

4.2 Information required by Listing Rule 7.5

For the purposes of Listing Rule 7.5, the following information is provided about the issue:

		Resolution 2	Resolution 3
(a)	The number of securities	17,200,000	280,000
	issued by the Company.
(b)	The price at which the	$0.05	$0.05
	securities were issued was.
(c)	The securities issued were Shares.

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(d) The securities were issued Lightshare Mr Bradley George, to: Investments Pty Ltd, an unrelated party. an unrelated party. (e) The issue was to: Raise funds to pay In consideration of the first tranche of consultancy services the purchase price for the Yerecoin acquisition (f) A voting exclusion statement is included in the Notice.

4.3 Directors’ recommendation

The Board recommends that Shareholders vote in favour of Resolutions 2 and 3. This will restore the 15% annual limit permitted by Listing Rule 7.1 and allow the Company to issue further securities without Shareholder approval.

5 RESOLUTION 4 – CHANGE OF OPTION VESTING CONDITIONS

As announced on 4 October 2013, the Company has appointed Mandelbrot Pty Limited (trading as Lusona Capital) to assist it with identifying specific opportunities in iron ore, particularly in Latin America. On 28 November 2013 the Company’s shareholders ratified the issue of 5m Options to Mandelbrot Pty Limited. The Options vested as follows:

• (a) 2.5m Options upon completion of a transaction, as contemplated in the Engagement Agreement between the Company and Lusona Capital dated 3 September 2013; and

• (b) 2.5m Options upon shipment of first product from the assets the subject of the transaction, as contemplated in the Engagement Agreement between the Company and Lusona Capital dated 3 September 2013.

The Company and Mandelbrot Pty Limited have agreed to vary the conditions upon which the Options will vest, so that now 5 Options will vest for each $1 raised by the Company with Mandelbrot’s assistance.

Listing Rule 6.23.4 provides that a change which is not prohibited under Listing Rule 6.23.3 (being a reduction in exercise price, or an increase the term or number of shares issued on exercise of each option) can only be made with shareholder approval. Resolution 3 seeks that approval.

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1 DEFINITIONS

In this Notice and Explanatory Memorandum:

ASX means ASX Limited or the Australian Securities Exchange operated by ASX Limited, as the context requires. ASIC means the Australian Securities & Investments Commission. Board means the board of Directors. Company means Radar Iron Limited (ACN 146 455 576). Constitution means the constitution of the Company as amended. Corporations Act means the Corporations Act 2001 (Cth) as amended. Director means a director of the Company. Entitlement Offer has the meaning given in section 3.1 of the Explanatory Memorandum. Explanatory means this explanatory memorandum. Memorandum Listing Rules means the listing rules of the ASX. Meeting or General means the meeting convened by this Notice (as adjourned Meeting from time to time). Notice means this notice of meeting. Option means an option to be issued a Share. Placement has the meaning given in section 3.1 of the Explanatory Memorandum. Proxy Form means the proxy form attached to this Notice. Resolution means a resolution set out in the Notice. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share. WST means Western Standard Time.

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Radar Iron Limited ACN 146 455 576

FOR ALL ENQUIRIES CALL: +61 8 9389 9919

ALL CORRESPONDENCE TO: Company Secretary

Your Address

[Name and Address]

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

YOUR VOTE IS IMPORTANT. FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10:00am (WST), 21 October 2014

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

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

Proxy which is a Body Corporate

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

Appointment of a Second Proxy

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

To appoint a second proxy you must:

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

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote.

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

STEP 3 Sign the Form

The form must be signed as follows:

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

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

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

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

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting ( 10:00am (WST) on 27 April 2014 ). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - PO Box 994, Subiaco, WA 6904

BY EMAIL - info@radariron.com.au

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

Attending the Meeting

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

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Shareholder Details

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

STEP 1 - Appointment of Proxy

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

the Chairman of the OR If you are not appointing the Chairman of the Meeting as your proxy Meeting (mark with please write here the full name of the individual or body corporate an ‘X’) (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the General Meeting of Radar Iron Limited to be held at Suite 7, Level 1, 55 Hampden Rd Nedlands WA on 23 October 2014 at 10:00am ( WST ) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. The Chairman

will vote all undirected proxies in favour of all Resolutions.

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

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

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

Ordinary Business		For	Against	Abstain
Resolution 1	Issue of securities to Victory Mining Pty Ltd
Resolution 2	Ratification of prior securities issue
Resolution 3	Ratification of prior securities issue
Resolution 4	Variation of Option terms

STEP 3 - Please sign here

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

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

Contact Name ................................................. Contact Daytime Telephone ............................................

Date / / 2014

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