WEEBIT NANO LTD — Proxy Solicitation & Information Statement 2015

Sep 24, 2015

Radar Iron Limited

ACN 146 455 576

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

28 October 2015

10 am Perth time (WST)

At the offices of Radar Iron Ltd Suite 8, 55 Hampden Road, Nedlands Western Australia

This Notice of Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9389 9919.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Radar Iron Limited will be held at the offices of Radar Iron Ltd, Suite 8, 55 Hampden Road, Nedlands WA on 28th October 2015, commencing at 10 am WST.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form forms part of this 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 the registered holders of Shares in the Company on 26[th] October at 5:00 pm WST.

Further terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

Resolution 1 – Issue of Shares to April Noteholders

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

“That, for the purposes of Listing Rules 7.1 and for all other purposes, approval is given for the Directors to issue up to a total of 123,000,000 Shares to the April Noteholders, at an issue price of $0.005 per Share on conversion of the outstanding amount owed by the Company under the April Convertible Notes, in the manner and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the April Noteholders and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 2 - Approval to issue Shares in lieu of Interest under the

April Convertible Notes

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to a total of 14,760,000 Shares in satisfaction of the Interest payable under the April Convertible Notes from time to time in the manner and on the terms and conditions as set out in the Explanatory Statement.”

Voting Exclusion :

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The Company will disregard any votes cast on this Resolution by the April Noteholders and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 3 – Ratification of Prior Issue of Shares pursuant to the

August Placement

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

• (a) 19,837,294 Shares issued pursuant to ASX Listing Rule 7.1; and

• (b) 13,224,860 Shares issued pursuant to ASX Listing Rule 7.1A,

on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion :

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 4 – Issue of Shares to August Noteholders

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

“That, for the purposes of Listing Rules 7.1 and for all other purposes, approval is given for the Directors to issue up to a total of 11,020,716 Shares to the August Noteholders on conversion of the outstanding amount owed by the Company under the August Convertible Notes, set out in and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the August Noteholders and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 5 - Approval to issue Shares in lieu of Interest under the

August Convertible Notes

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to 1,322,486 Shares in satisfaction of the Interest

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payable under the August Convertible Notes from time to time in the manner and on the terms and conditions as set out in the Explanatory Statement.”

Voting Exclusion :

The Company will disregard any votes cast on this Resolution by the August Noteholders and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 6 – Issue of Shares to Directors in lieu of Accrued Fees

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

“That, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue:

• (a) 2,500,000 Shares to Jonathan Lea (or his nominee(s));

• (b) 1,700,000 Shares to Alan Tough (or his nominee(s)); and

• (c) 2,000,000 Shares to David Sourbutts (or his nominee(s));

in lieu of the Accrued Fees on the terms set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the Directors (or their nominee(s)) and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 7 – Issue of Class B Options to Directors

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

“That, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue:

• (a) 2,000,000 Class B Options to Jonathan Lea (or his nominee(s));

• (b) 2,000,000 Class B Options to Alan Tough (or his nominee(s));

• (c) 2,000,000 Class B Options to David Sourbutts (or his nominee(s));

• (d) 2,000,000 Class B Options to Ananda Kathiravelu (or his nominee(s)),

on the terms set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by each of the Directors (or their nominee(s)) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast

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by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 8 - Approval to issue Class C Options to Corporate Advisor

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve the issue of 32.5 million Class C Options to ACL (or its nominees) in the manner and on the terms and conditions as set out in the Explanatory Statement.”

Voting Exclusion :

The Company will disregard any votes cast on this Resolution by ACL (or its nominee(s)) and any of its associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated 25 September 2015

BY ORDER OF THE BOARD

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Jonathan Lea

Director

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at the offices of Radar Iron Ltd, Suite 8, 55 Hampden Road, Nedlands WA on 28th October 2015, commencing at 10 am WST.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

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

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

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

Please note that:

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

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

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

3. Resolution 1 and 2 – Issue of Shares to April Noteholders on conversion of April Convertible Notes and in lieu of Interest

3.1 General

As announced by the Company on 24 April 2015, the Company issued convertible notes on the terms and conditions set out in Schedule 2 ( April Convertible Notes ) to unrelated sophisticated or professional investors ( April Noteholders ) to raise $615,000 to complete

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the Company’s acquisition of the Yerecoin iron ore project in the Central West of Western Australia.

Pursuant to the terms of the April Convertible Notes, each note had a value of $1.00, converted into 200 Shares and had an Interest rate of 1% per month which was payable by the Company in Shares quarterly in arrears.

Accordingly, the Company seeks Shareholder approval pursuant to:

• (a) Resolution 1 for the purpose of issuing the Shares to the April Noteholder’s upon their election to convert the April Convertible Note at a conversion price of $0.005 per Share; and

• (b) Resolution 2 for the purpose of issuing the Shares to the April Noteholder’s in lieu of the accrued Interest.

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of Shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolutions 1 and 2 will be to allow the Company to issue the Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

3.2 Technical Information Required by Listing Rule 7.3

The following information is provided in relation to Resolution 1 and 2 pursuant to and in accordance with Listing Rule 7.3:

• (a) the maximum number of Shares to be issued is 137,760,000, being:

• (i) 123,000,000 Shares on conversion of the April Convertible Notes under Resolution 1; and

• (ii) 14,760,000 Shares in lieu of the Interest that has accrued on the value of the April Convertible Notes under Resolution 2 assuming the latest date that Interest will accrue until and be paid in full will be 31 December 2015.

• (b) the issue of the Shares will occur:

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• (i) in respect of Resolution 1, progressively as and when the April Noteholders’ elect to convert all or any part of their respect April Convertible Note into Shares (in accordance with its terms set out in Schedule 2) and the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (ii) in respect of Resolution 2, either in full on the Redemption Date or progressively on the date(s) the Convertible Notes (or part thereof) are converted into Shares (and the Shares will be issued no later than 3 months after the date of the Meeting or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (c) there will be no further funds raised from the issue of the Shares under Resolutions 1 or 2, however the April Convertible Notes were issued in consideration for $615,000;

• (d) the Shares issued under Resolutions 1 and 2 will be issued to the April Noteholders who are sophisticated and professional investors that are unrelated parties of the Company;

• (e) the Shares issued under Resolutions 1 and 2 will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and

• (f) the Company used the funds raised from the issue of the April Convertible Notes (which are to be converted into the Shares the subject of Resolutions 1 and 2) to complete the acquisition of the Yerecoin iron ore project in the Central West of Western Australia.

4. Resolution 3 - Ratification of Prior Issue of Shares pursuant to the August Placement

4.1 General

On 26 August 2015 the Company announced that it had issued:

• (a) 33,062,154 Shares at an issue price of $0.01 ( Placement Shares ) to raise $330,621 (before costs); and

• (b) one (1) August Convertible Note at an issue price of $0.015 (on the terms and conditions set out in Schedule 2) for every three (3) new Placement Shares issued to raise approximately $165,310 (before costs),

with the total amount raised being $495,932 (before costs) ( August Placement ).

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those 33,062,154 Placement Shares ( Placement Share Ratification ).

Pursuant to the issue of the Placement Shares:

• (a) 19,837,294 Shares were issued pursuant to ASX Listing Rule 7.1; and

• (b) 13,224,860 Shares were issued pursuant to ASX Listing Rule 7.1A.

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

ASX Listing Rule 7.1A provides that an “Eligible Entity” may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting. This extra 10% capacity is in addition of the Company’s 15% capacity under ASX Listing Rule 7.1. The Company confirms that it is an “Eligible Entity” and that it obtained approval from Shareholders at its last annual general meeting for this placement capacity in accordance with the ASX Listing Rules.

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

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 25% annual placement capacity set out in ASX Listing Rule 7.1 and 7.1A without the requirement to obtain prior Shareholder approval.

4.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Placement Share Ratification:

• (a) a total of 33,062,154 Placement Shares were issued, with 19,837,294 Shares being issued pursuant to ASX Listing Rule 7.1 and 13,224,860 being issued under ASX Listing Rule 7.1A;

• (b) the issue price was $0.01 per Placement Share;

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

• (d) the allottees of the Placement Shares are parties that can be issued Shares without the requirement for a disclosure document under section 708 of the Corporations Act and are unrelated parties of the Company; and

• (e) the Company raised $330,621 (before costs) from the issue of the Placement Shares, and the Company intends to use the funds raised for working capital.

5. Resolution 4 and 5 – Issue of Shares to August Noteholders on conversion of August Convertible Notes and in lieu of Interest

5.1 General

As announced by the Company on 26 August 2015, the Company issued convertible notes on the terms and conditions set out in Schedule 3 (and as specified in Section 4.1 above) ( August Convertible Notes ) to unrelated sophisticated or professional investors ( August Noteholders ) as part of the August Placement. The August Convertible Notes have a value

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of $0.015 per note and convert into Shares at the election of the August Noteholder (subject to Shareholder approval) at the greater of $0.015 per Share or a 50% discount to the price per Share that the Company conducts its next capital raising (after the August Placement).

Pursuant to the terms of the August Convertible Notes, each note had a value of $0.015 and an interest rate of 1% per month which was payable by the Company in Shares in arrears.

Accordingly, the Company seeks Shareholder approval pursuant to:

• (a) Resolution 4 for the purpose of issuing the Shares to the August Noteholder’s upon their election to convert the August Convertible Note at a conversion price of not less than $0.015 per Share; and

• (b) Resolution 5 for the purpose of issuing the Shares to the August Noteholder’s in lieu of Interest payments.

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of Shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolutions 4 and 5 will be to allow the Company to issue the Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity. The Company intends to apply for a waiver of ASX of Listing Rules 7.3.2 to extend the usual 3 month period in which the Shares issued under Resolutions 4 and 5 must be issued, to the August Convertible Note repayment date.

5.2 Technical Information Required by Listing Rule 7.3

The following information is provided in relation to Resolutions 4 and 5 pursuant to and in accordance with Listing Rule 7.3:

• (a) the total number of Shares to be issued pursuant to Resolutions 4 and 5 will depend on the conversion price that is used (see sub-paragraph (c) below). The maximum number of Shares that may be issued under Resolution 4 and 5 is 12,343,202, being:

• (i) up to 11,020,716 Shares on conversion of the August Convertible Notes (based on a minimum issue price of $0.015 per Share); and

• (ii) 1,322,486 Shares on in lieu of the Interest that has accrued on the value of the August Convertible Notes under Resolution 5;

• (b) the issue of the Shares will occur:

• (i) in respect of Resolution 4, progressively as and when the August Noteholders’ elect to convert all or any part of their respect August Convertible Notes into Shares (in accordance with its terms set out in Schedule 3);

• (ii) in respect of Resolution 5, all at the same time either at the earlier of full conversion or the period ending on the August Convertible Note repayment date,

and the Company intends to apply for a waiver by ASX of Listing Rules 7.3.2 to extend the usual 3 month period in which the Shares must be issued until the August

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Convertible Note repayment date, being 22 August 2016. There is no guarantee that this waiver will be granted and the Company will keep shareholders updated in this regard;

• (c) the Shares issued in respect of Resolution 4 (upon conversion of the August Convertible Note) will be issued at the greater of:

• (i) $0.015 per Share; or

• (ii) a 50% discount to the price per Share that the Company conducts its next capital raising at (after the August Placement);

There will be no further funds raised from the issue of the Shares under Resolutions 4 or 5, however the August Convertible Notes were issued in consideration for approximately $165,310 (before costs);

• (d) the Shares will be issued to the August Noteholders who are parties that can be issued Shares without the requirement for a disclosure document under section 708 of the Corporations Act and are unrelated parties of the Company;

• (e) the Shares issued under Resolution 4 and 5 will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and

• (f) the Company will not raise any funds from the issue of the Shares to the August Noteholders pursuant to Resolution 4 and 5. The funds raised from the issue of the August Convertible Notes will be used for working capital.

6. Resolutions 6 – Issue of Shares to Director in lieu of Accrued Fees

6.1 General

The Company’s Directors’ fees and entitlements have been accrued and are unpaid for one Director since April 2014 and variable later dates for the other Directors. As at 31 August 2015, the total amount of unpaid Directors’ fees and entitlements was $145,394.

As announced by the Company on 6 August 2015, for the purpose of preserving the Company’s cash reserves and so that the Company could satisfy the going concern test for the half year account review (which enabled reinstatement to official ASX quotation later in August), the Board decided to, subject to Shareholder approval, convert $62,000 worth of Directors’ fees and entitlements into Shares at $0.01 per Share. The Board determined that the price of $0.01 per Share was reasonable given that:

• (a) the price determined for the Shares to be issued to the Directors was a 100% premium to the price per Share that the Company had conducted its most recent capital raising to unrelated parties at the time (being $0.005 per Share pursuant to the April Convertible Notes), and

• (b)

• the Company was still suspended from trading at the time;

Accordingly, Resolution 6 seeks Shareholder approval, to allot and issue a total of 6,200,000 Shares in the following manner:

• (a) 2,500,000 Shares to Jonathan Lea (or his nominee(s));

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• (b) 1,700,000 Shares to Alan Tough (or his nominee(s)); and

• (c) 2,000,000 Shares to David Sourbutts (or his nominee(s));

at an issue price of $0.01 per Share in lieu of payment of the Accrued Fees (being $62,000 worth of director entitlements) to the above named Directors ( Director Shares ).

As at the date of this Notice, if Shareholders approve the issue of the Director Shares pursuant to this Resolution, the total amount of unpaid and accrued Directors’ fees remaining will be $83,394.

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.

• (c) 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 the Director Shares constitutes giving a financial benefit and Messrs Lea, Tough and Sourbutts are related parties of the Company by virtue of being Directors.

In addition ASX Listing Rule 10.11 also 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 ASX Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Director Shares to the Related Parties.

6.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Director Shares:

• (a) the related parties are Jonathan Lea, Alan Tough and David Sourbutts (or their nominees) ( Related Parties ) and they are related parties by virtue of being Directors of the Company:

• (b) the maximum number of Director Shares (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

• (i) 2,500,000 Shares to Jonathan Lea (or his nominee(s));

• (ii) 1,700,000 Shares to Alan Tough (or his nominee(s)); and

• (iii) 2,000,000 Shares to David Sourbutts (or his nominee(s));

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• (c) the Director Shares will be issued to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Shares will be issued on one date;

• (d) the Director Shares are being issued in lieu of cash payment of the Accrued Fees, the Director Shares will be granted for nil cash consideration, accordingly no funds will be raised;

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

• (f) although the issue price of the Director Shares is $0.01 per Share (as announced by the Company on 6 August 2015), based on the closing Share price as at the date of this Notice, the value of the financial benefit is $143,600, as follows:

Related Party	Shares	Value of the Financial Benefit
Jonathan Lea	2,500,000	$57,000 in lieu of $25,000 owed by the Company in unpaid directors fees.
Alan Tough	1,700,000	$39,100 in lieu of $17,000 owed by the Company in unpaid directors fees.
David Sourbutts	2,000,000	$46,000 in lieu of $20,000 owed by the Company in unpaid directors fees.

• (g) assuming all of the Resolutions contained in this Notice are passed, the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Jonathan Lea	3,751,308	2,000,000
Alan Tough	2,431,771	2,000,000
David Sourbutts	2,000,000	2,000,000

• (h) the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Jonathan Lea	39,420	253,936
Alan Tough	39,420	72,141
David Sourbutts	36,000	35,167

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• (i) a total of 6,200,000 Shares will be issued under Resolution 6. Assuming all other Resolutions in this Notice are passed, and the securities under those resolutions are issued, the Shares issued under Resolution 6 will increase the number of Shares on issue from 310,408,531 to 316,608,531 (assuming that no Options are exercised and no Shares other than those contemplated by the Resolutions of this Notice are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 2.0%.

• (j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	4.6 cents	08/09/2015
Lowest	1.3 cents	26/08/2015
Last	3.3	15/09/2015

• (k) the primary purpose of the issue of the Director Shares to the Related Parties is in lieu of compensation for past services provided to the Company;

• (l) the Directors decline to make a recommendation to Shareholders in relation to Resolution 6 due to their material personal interest in the outcome of Resolution 6 on the basis that they are to be issued Shares should Resolution 6 be passed;

• (m) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 6.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Shares to the Related Parties will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

7. Resolutions 7 – Issue of B Class Options to Directors

7.1 General

The Board has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 8,000,000 Class B Options in the following manner:

• (a) 2,000,000 Class B Options to Jonathan Lea (or his nominee(s));

• (b) 2,000,000 Class B Options to Alan Tough (or his nominee(s));

• (c) 2,000,000 Class B Options to David Sourbutts (or his nominee(s)); and

• (d) 2,000,000 Class B Options to Ananda Kathiravelu (or his nominee(s)).

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on the terms and condition set out below ( Director Options ).

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 the Director Options constitutes giving a financial benefit and Messrs Lea, Tough, Sourbutts and Kathiravelu who are related parties of the Company by virtue of being Directors.

In addition ASX Listing Rule 10.11 also 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 ASX Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Director Options to the Related Parties.

7.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of the Director Options:

• (a) the related parties are Jonathan Lea, Alan Tough, Ananda Kathiravelu and David Sourbutts (or their nominees) ( Related Parties ) and they are related parties by virtue of being Directors of the Company:

• (b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

• (i) 2,000,000 Class B Options to Jonathan Lea (or his nominee(s));

• (ii) 2,000,000 Class B Options to Alan Tough (or his nominee(s));

• (iii) 2,000,000 Class B Options to David Sourbutts (or his nominee(s)); and

• (iv) 2,000,000 Class B Options to Ananda Kathiravelu (or his nominee(s));

• (c) the Director Options will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Options will be issued on one date;

• (d) the Director Options are being granted for nil cash consideration, accordingly no funds will be raised;

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• (e) the terms and conditions of the Director Options (being Class B Options) are set out in Schedule 4;

• (f) the total value of the Director Options being issued under this Resolution is $101,536 (with the value received by each Related Party being $25,380) and the pricing methodology is set out in Schedule 5;

• (g) assuming all of the Resolution contained in this Notice are passed, the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Jonathan Lea	3,751,308	2,000,000
Alan Tough	2,431,771	2,000,000
David Sourbutts	2,000,000	2,000,000
Ananda Kathiravelu	130,000	2,000,000

• (h) the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Jonathan Lea	39,420	253,936
Alan Tough	39,420	72,141
David Sourbutts	36,000	35,166
Ananda Kathiravelu	39,420	52,560

• (i) if the Director Options granted to the Related Parties are exercised, a total of 8,000,000 Shares would be allotted and issued. Assuming all other Resolutions in this Notice are passed, and the securities under those Resolutions are issued, the Shares issued under Resolution 7 will increase the number of Shares on issue from 316,608,531 to 324,608,531 (assuming that no Options that are currently issued are exercised and no Shares other than those contemplated by the Resolutions of this Notice are issued) with the effect that the share holding of existing Shareholders would be diluted by an aggregate of 2.5%.

The market price for Shares during the term of the Director Options would normally determine whether or not the Director Options are exercised. If at any time, any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company.

• (j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

Price Date

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Highest	4.6 cents	08/09/2015
Lowest	1.3 cents	26/08/2015
Last	3.3	15/09/2015

• (k) the primary purpose of the grant of the Director Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors;

• (l) the Directors decline to make a recommendation to Shareholders in relation to Resolution 7 due to their material personal interest in the outcome of Resolution 7 on the basis that they are to be granted Class B Options should Resolution 7 be passed;

• (m) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 7.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options to the Related Parties will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

8. Resolutions 8 – Issue of C Class Options to Advisor

8.1 General

On 30 March 2015 the Company entered into a mandate with Armada Capital Pty Ltd ( ACL ) whereby ACL agreed to place, on a best endeavours basis, up to $650,000 worth of April Convertible Notes ( Mandate ). As announced by the Company on 24 April 2015, ACL placed $615,000 worth of the April Convertible Notes which are the subject of Resolution 1 above.

In consideration for the services provided under the Mandate, the Company agreed to pay ACL the following fees:

• (a) a placement fee of 6% of all funds raised under the Mandate (being a total of $36,900 based on the final amount raised);

• (b) a management fee of $6,500; and

• (c) subject to shareholder approval, issue 32.5 million C Class Options to ACL (or its nominees) (exercisable at $0.01 on or before 30 September 2017 and otherwise on the terms contained in Schedule 6) ( Advisor Options ).

Mr Ananda Kathiravelu, who is a non-executive Director of the Company, is a managing director and shareholder of ACL. Accordingly, ACL is a related party of the Company pursuant to section 228(4) of the Corporations Act.

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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.

• (c) 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 the Advisor Options constitutes giving a financial benefit and ACL is determined by the Company to be a related party of the Company by virtue of its association with Mr Kathiravelu.

In addition ASX Listing Rule 10.11 also 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 ASX Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply to the issue of the Advisor Options in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Advisor Options to ACL (or its nominees).

It is the view of the Company that the payment of the Placement Fee and the Management Fee to ACL would be considered reasonable in the circumstances if the Company and ACL were dealing at arm’s length (if the Company was dealing with an unrelated party). Accordingly, the Board has determined (in the absence of Mr Kathiravelu) that the payment of the Placement Fee and the Management Fee is within the exception set out in Section 210 of the Corporations Act and does not require Shareholder approval in the current circumstances.

8.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of the Advisor Options:

• (a) the related parties are ACL (or its nominees) ( Related Party ) and they are related parties by virtue of Mr Kathiravelu, being a Director of the Company, being a Director of ACL;

• (b) the maximum number of Advisor Options (being the nature of the financial benefit being provided) to be granted to the Related Party is 32,500,000 Class C Options:

• (c) the Advisor Options will be granted to the Related Party no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Advisor Options will be issued on one date;

• (d) the Advisor Options are being granted as part consideration for services provided under the Mandate, accordingly no funds will be raised;

• (e) the terms and conditions of the Advisor Options (being Class C Options) are set out in Schedule 6;

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• (f) the total value of the Advisor Options being issued under this Resolution is $815,750 and the pricing methodology is set out in Schedule 7;

• (g) assuming all of the Resolutions contained in this Notice are passed, the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
ACL	0	32,500,000

*Please Note: On the assumption that all Resolutions contained in this Notice are approved by Shareholders, Mr Kathiravelu, being the common director of the Company and ACL, will hold an interest (both directly and indirectly) in 130,000 Shares and 34,500,000 Options.

• (h) the previous financial year and the proposed fees or remuneration for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
ACL	64,795	52,400

*Please note for details of Mr Kathiravelu previous remuneration with the Company please see Section 7.2(h) above.

• (i) if the Advisor Options granted to the Related Party are exercised, a total of 32,500,000 Shares would be allotted and issued. Assuming all other Resolutions in this Notice are passed, and the securities under those resolutions are issued, the Shares issued under Resolution 8 will increase the number of Shares on issue from 316,608,531 to 349,108,531 (assuming that no Options that are currently issued are exercised and no Shares other than those contemplated by the Resolutions of this Notice are issued) with the effect that the share holding of existing Shareholders would be diluted by an aggregate of 9.3%.

The market price for Shares during the term of the Advisor Options would normally determine whether or not the Advisor Options are exercised. If at any time any of the Advisor Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Advisor Options, there may be a perceived cost to the Company.

• (j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out in Section 7.2(j) above;

• (k) the primary purpose of the grant of the Advisor Options to the Related Party is as part consideration for the services provided under the Mandate;

• (l) Mr Kathiravelu declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of Resolution 8 on the basis that he will obtain an interest in Class C Options issued to ACL should Resolution 8 be passed. The remaining Directors Mr Jonathan Lea, Alan Tough and David Sourbutts recommend that Shareholders vote in favour of Resolution 8 for the following reasons:

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• (i) the grant of the Advisor Options is a reasonable and appropriate method to provide cost effective consideration to the Related Party and this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Party;

• (ii) the Board believes that are not any significant opportunity costs to the Company or opportunities foregone by the Company in granting the Advisor Options upon the terms proposed to ACL; and

• (iii) the number of Options were calculated approximately on a 1:4 basis (1 Option for every 4 Shares to be issued under the terms of the April Convertible Note) being consistent with similar industry fund raising activities for companies of similar size and nature as the Company, particularly at a time of a very low iron ore price.

• (m) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 8.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Advisor Options to the Related Party as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Advisor Options to the Related Party will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

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Schedule 1 – Definitions

In this Notice and the Explanatory Memorandum:

Accrued Fees means $62,000 worth of accrued and unpaid entitlements owed by the Company to Jonathan Lea, Alan Tough and David Sourbutts for services provided.

ACL means Armada Capital Pty Ltd (ACN 122 297 953).

Advisor Options means the Class C Options issued to ACL (or its nominee) pursuant to Resolution 7.

April Convertible Notes means the convertible notes issued to the April Noteholders on the terms specified in Schedule 2.

April Noteholders means a holder of April Convertible Notes.

August Convertible Notes means the convertible notes issued to the August Noteholders on the terms specified in Schedule 3.

August Noteholders means a holder of August Convertible Notes.

August Placement means the issue of Shares and August Convertible Notes specified in Section 4.1.

ASIC means the Australian Securities and Investments Commission.

Board means the board of Directors.

Business Day means:

• (a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

• (b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair or Chairman means the person appointed to chair the Meeting conveyed by this Notice.

Class B Options means the options issued to be issued by the Company on the terms set out in Schedule 4.

Class C Options means the options issued to be issued by the Company on the terms set out in Schedule 6.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; and

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(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Radar Iron Limited (ACN 146 455 576).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Options means the Class B Options issued pursuant to Resolution 7.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Interest means interest accrued on the amount owing under either the April Convertible Note or the August Convertible Note as relevant.

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.

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

Notice means this notice of general meeting.

Option means an option to acquire Shares.

Performance Securities means the Performance Shares and the Performance Options.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Securities means the securities of the Company.

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

Shareholder means a shareholder of ordinary fully paid shares in the Company.

VWAP means a volume weighted average price.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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Schedule 2 – Terms of April Convertible Notes

1) SUBSCRIPTION FOR CONVERTIBLE NOTES

1.1 Face Value

Each Convertible Note shall:

• (a) have a face value of $1.00; and

• (b) be paid for in the manner described in clause 2.

1.2 Acknowledgment of indebtedness

The Company acknowledges that on and from the Completion Date (being two business days after execution of the Convertible Note) and at all times before the Redemption Date, of 16 April 2016 or the Conversion Dates (being the dates of delivery of a Conversion Notice by a Noteholder to the Company in accordance with the terms of the agreement) as the case may be, of the Convertible Notes, it will be indebted to the Noteholder to the extent of the Monies Payable.

1.3 Note is unlisted

The Company does not intend to list the Convertible Notes for quotation on ASX and it is not obliged to do so.

1.4 Repayment of Convertible Notes

The Company shall be at liberty to repay the whole or any part of the Subscription Sum Outstanding before it is due to be repaid under clause 5

1.5 Voting Rights

The Convertible Notes shall not provide for any voting rights at shareholder meetings of the Company.

1.6 Transfer

The Noteholder shall be permitted to transfer all or a proportion of the Convertible Notes on the condition that the Noteholder procures that the assignee of the Convertible Notes agrees to be bound by the terms and conditions of the Convertible Note Deed.

2. INTEREST

2.1 Interest Rate

The Convertible Notes shall bear interest at the rate of 1% per month on the Monies Payable from the Completion Date until the earlier of:

• (a) the Redemption Date;

• (b) the date the Convertible Notes are converted into Shares in their entirety in accordance with clause 3; and

• (c) the date upon which the Subscription Sum Outstanding is repaid to the Noteholder in full in accordance with clause 1.4.

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2.2 Calculation of Interest

Interest on the Convertible Notes will accrue daily and will be calculated monthly as and from the Completion Date until the earlier of:

• (a) the Redemption Date;

• (b) the date the Convertible Notes are converted into Shares in their entirety in accordance with clause 3; and

• (c) the date upon which the Subscription Sum Outstanding is repaid to the Noteholder in full in accordance with clause 1.4

2.3 Payment of Interest

Subject to clause 3.4, the Company shall pay the Noteholder all accrued interest in respect of the Convertible Notes upon the earlier of:

• (a) the Redemption Date;

• (b) the date the Convertible Notes (or part thereof) are converted into Shares in accordance with clause 3; and

• (c) the date upon which the Subscription Sum is repaid to the Noteholder in full in accordance with clause 1.4

2.4 Method of Payment

Interest on the Convertible Notes shall be paid by the Company to the Noteholder in the following manner:

• (a) if the Subscription Sum is repaid in full prior to the Redemption Date in accordance with clause 1.4, then the interest, if any, on the Convertible Notes will be paid in cash to the Noteholder on the date of the repayment;

• (b) if the Subscription Sum is repaid in full on the Redemption Date, then the interest, if any, on the Convertible Notes will be paid in cash to the Noteholder on the Redemption Date as part of the Monies Payable in accordance with clause5.1; or

• (c) if the Convertible Notes are converted into Shares in accordance with clause 3 then, subject to the Corporations Act, the interest, if any, on the Convertible Notes shall be satisfied by the issue of that number of Shares at a price of $0.005 per Share which represents the interest payable by the Company to the Noteholder in respect of that portion of the Convertible Notes which are then converted, at the time of conversion.

2.5 Interest shall cease

For the avoidance of doubt, interest shall cease to be payable in respect of any Convertible Notes:

• (a) from the Allotment Date upon conversion of the Convertible Notes under clause3.2; or

• (b) the date of repayment of the Convertible Notes,

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in accordance with the Convertible Note Deed unless default is made by the Company in effecting such conversion or repayment in which case interest shall accrue until the conversion or repayment is actually effected or made by the Company.

3. CONVERSION OF CONVERTIBLE NOTES

3.1 Condition Precedent to conversion

Conversion of the Convertible Notes under this clause 3 is subject to and conditional upon the Company obtaining Shareholder approval for the issue of convertible securities to the Noteholder in accordance with ASX Listing Rule 7.1 and the conversion of the Convertible Notes into Shares in accordance with Item 7 of Section 611 of the Corporations Act (if required).

3.2 Election to convert

Subject to clause 3.3, the Convertible Notes shall be convertible into Shares in whole or in part (to the extent the Subscription Sum has not already been repaid by the Company pursuant to clause 1.4 or converted under this clause 3) at the sole election of the Noteholder at the Issue Price at any time on or before the Redemption Date.

3.3 Conversion Notice

If the Noteholder wishes to convert all or a proportion of the Convertible Notes into Shares under clause 3.2, the Noteholder must deliver to the Company a duly completed and executed Conversion Notice and the Note Certificate, or such other evidence of title as to ownership of the Convertible Notes as is acceptable to the Directors.

3.4 Conversion Notice cannot be withdrawn

A Conversion Notice once issued cannot be withdrawn without the consent in writing of the Company.

3.5 Satisfaction of Company’s obligations The conversion of all or a proportion of the Convertible Notes into Shares in accordance with clause 3.2 or 3.3, operates in satisfaction of the Company’s obligation to the Noteholder in respect of the Subscription Sum and accrued interest (or part thereof) on the Convertible Notes so converted.

4. ISSUE OF SHARES

4.1 Issue of Shares

The Company shall issue the Shares to which the Noteholder is entitled upon conversion of all or a proportion of the Convertible Notes on the Allotment Date.

4.2 Compliance with ASX Listing Rules

The Company must effect the issue to the Noteholder of the Shares to which the Noteholder is entitled upon conversion of the Convertible Notes as soon as practicable after a valid Conversion Notice is given to the Company by the Noteholder and, in any event, in a manner required or permitted by the ASX Listing Rules.

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5. REDEMPTION

5.1 Payment of Monies Payable

In the event that the Convertible Notes are not converted into Shares on or before the Redemption Date, the Company covenants with the Noteholder that it shall pay to the Noteholder the Monies Payable on the Redemption Date.

5.2 Satisfaction of Company’s obligations

The payment by the Company to the Noteholder under clause 5.1 operates in satisfaction of the Company’s obligation to the Noteholder in respect of the Monies Payable.

6. RECONSTRUCTION

• (a) In the event of a reconstruction of the capital of the Company prior to the Conversion Date by way of consolidation, subdivision, reduction, return, scheme of arrangement or otherwise (but other than by way of a bonus issue, rights issue or other security issue), a proportionate adjustment will be made to the number and issue price of Shares to which each Noteholder is entitled upon conversion of the Convertible Notes so that:

• (i) the value of the Convertible Notes are not adversely affected by the reconstruction;

• (ii) the Noteholder is not conferred with any additional benefits which are not also conferred on the holders of Shares (subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of holders of Shares approving the reconstruction of capital); and

• (iii) subject to paragraph (b), in all other respects the terms for the conversion of the Convertible Notes shall remain unchanged.

• (b) The Convertible Note Deed from time to time must be varied to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

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Schedule 3 – Terms of August Convertible Notes

1. Term of issue : The Convertible Notes shall:

2. (a) have an issue price of $0.015 each;

3. (b) be paid for in full on application;

4. (c) bear interest on the basis set out in Condition 5.

5. (d) subject to approval by the Company’s shareholders, be repaid through the issue of fully paid ordinary shares in the capital of the Company ( Share ) on the basis set out in conditions 6 and 7.

6. Agreement by Note Holders : Each Note Holder by accepting an issue of Convertible Notes:

7. (a) agrees to be bound by the conditions contained in the Deed; and

8. (b) acknowledges that it has contractual rights against the Company as set out in the conditions in the Deed but that the Convertible Notes do not (until repayment under condition 6) confer any right as a member of the Company.

9. Status : The Convertible Notes:

10. (a) constitute unsecured obligations of the Company;

11. (b) confer contractual rights on the Note Holders as set out in the conditions set out in the Deed;

12. (c) do not (until Repayment) confer on Note Holders any right as a member or shareholder of the Company, including voting rights; and

13. (d) confer on Note Holders a right to be given copies of all documents sent by the Company to shareholders (whether in connection with a general meeting of Shareholders or otherwise).

14. Term : The Convertible Notes have a term of one year. Any part of the face value of a Placement Note which is not repaid by the end of the term is payable by the Company (together with any accrued interest) within 5 Business Days.

15. Interest : Interest will accrue on the face value of a Convertible Note at the rate of 1% per month, calculated monthly and payable at term.

16. Repayment through the issue of Shares : Conditional upon the prior approval by the Company’s shareholders, the Company may at any time repay an aggregate number of Convertible Notes through the issue of that number of Shares that in aggregate when multiplied by the Conversion Price are of equal value ( Repayment Right ).

17. Conversion Price: means a price equal to the greater of $0.015 or a 50% discount to the price at which Shares are issued in connection with any acquisition involving re-compliance of the Company with Chapters 1 and 2 of the ASX Listing Rules as a condition to settlement of that acquisition.

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1. Shares issued on repayment : Shares issued on repayment of a Convertible Note shall be fully paid ordinary shares in the capital of the Company and otherwise rank equally in all respects with all other Shares on issue from the allotment date, and each Note Holder acknowledges that upon repayment of the Convertible Notes through the issue of Shares, the Note Holder will be bound by the Constitution of the Company in so far as it relates to those Shares.

2. No voting rights : Convertible Notes do not provide for any voting rights at Shareholder meetings of the Company.

3. Unsecured : Convertible Notes are unsecured and each Note Holder will rank equally with all other unsecured creditors of the Company.

4. Transfer : Convertible Notes are not transferable.

5. Quotation : The Company has not applied for, and does not intend to apply for quotation of Convertible Notes on ASX. The Company intends to apply for ASX quotation of Shares issued upon repayment of a Convertible Note.

Reorganisation : If the Company reorganises its capital, the number of Shares to be issued in repayment of a Convertible Note ( Repayment Rate ) will be adjusted in accordance with the Listing Rules applicable at the time of the reorganisation, and so that Note Holders will not receive a benefit that holders of Shares do not receive.

1. Events of default : If any of the following events of default occur, any money owing by the Company under the Agreement must be paid to the Note Holder within 10 Business Days of the Note Holder issuing a written notice to the Company requiring repayment:

2. (a) a receiver, manager, administrator, controller, liquidator or similar officer is appointed in respect of the Company;

3. (b) any investigation into the affairs or particular affairs of the Company is directed or commenced under the Corporations Act;

4. (c) if the Company defaults under the Agreement and does not remedy the default within 10 Business Days of its occurrence;

5. (d) the Agreement is or becomes void, voidable or unenforceable in whole or in part; and

6. (e) it becomes unlawful for the Company to perform any of its obligations under the Agreement.

7. On-sale : The Company will issue take reasonable steps to ensure that Shares issued upon repayment of Convertible Notes can be freely offered for sale without disclosure.

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Schedule 4 – Class B Options

The Class B options are offered, subject to obtaining Shareholder approval to allot and issue a total of 8,000,000 Class B Options in the following manner:

• (a) 2,000,000 Class B Options to Jonathan Lea (or his nominee(s));

• (b) 2,000,000 Class B Options to Alan Tough (or his nominee(s));

• (c) 2,000,000 Class B Options to David Sourbutts (or his nominee(s)); and

• (d) 2,000,000 Class B Options to Ananda Kathiravelu (or his nominee(s)).

on the terms and condition set out below ( Class B Options ).

• (a) the Options are unlisted will be exercisable on 10 business days’ notice prior to 5.00pm EST on 31 October 2017 ( Option Expiry Date ). Options not exercised on or before the Option Expiry Date will automatically lapse;

• (b) the exercise price of each Option will be 5.0 cents;

• (c) subject to the Company obtaining any necessary regulatory or shareholders (if required), the Options may be exercised wholly or in part by completing an application form for RAD Shares ( Notice of Exercise ) delivered to RAD’s share registry and received by it any time prior to the Option Expiry Date;

• (d) upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be issued a RAD Share ranking pari passu with the then issued RAD Shares. RAD will apply to ASX to have the RAD Shares granted official quotation;

• (e) the Company must do all things which are necessary or desirable to ensure that each Options issued to the optionholder (and the Shares issued on the conversion of any Options) will be freely tradeable without restriction, including by providing to ASX a notice in accordance with section 708A(6) of the Corporations Act ( Cleansing Statement ). If the Company can not issue a Cleansing Statement or that Cleansing Statement for any reason is not effective, then the Company will not be obligated to issue a cleaning prospectus under 708A(11) of the Corporations Act ( Cleansing Prospectus ). In the event that the Company does not issue a Cleansing Statement or Cleansing Prospectus, then the Options (and their underlying Shares) must not be transferred to another person within 12 months following their issue (other than to another exempt investor pursuant to section 708A of the Corporations Act) and the optionholder undertakes to enter into a restriction agreement on terms required by the Company and agrees to the Options (and their underlying Shares) being placed under a holding lock by the Company’s share registry;

• (f) any Notice of Exercise received by RAD’s share registry on or prior to the Option Expiry Date will be deemed to be a Notice of Exercise as at the last business day of the month in which such notice is received;

• (g) there will be no participating entitlements inherent in the Options to participate in new issues of capital which may be offered to RAD shareholders during the currency of the Options. Prior to any new pro rata issue of securities to RAD shareholders, holders of Options will be notified by RAD and will be afforded 6 business days before the record date (to determine entitlements to the issue), to exercise the Options;

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• (h) in the event RAD proceeds with a pro rata issue (except a bonus issue) of securities to the holders of RAD Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2;

• (i) in the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of RAD prior to the Option Expiry Date, all rights of an optionholder are to be changed in a manner consistent with the ASX Listing Rules;

• (j) RAD Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the date of the Notice of Exercise.

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Schedule 5 – Valuation of Director Options issued pursuant to Resolution 7

Using the Black & Scholes option model and based on the assumptions set out below, the Director Options were ascribed the following value:

Optionswere ascribed thefollowingvalue:
Assumptions:
Valuation date	15 September 2015
Market price of Shares	$0.033
Exercise price	$0.05
Expiry date (length of time from issue)	2 years (31 October 2017)
Risk free interest rate	1.85%
Volatility (discount)	91.45%
Indicative value per Director Option	$0.01269
Total value of Director Options	$101,536

Note: The valuation noted above is not necessarily the market price that the Director Options could be traded at and is not automatically the market price for taxation purposes.

Accordingly, the value that each Director will receive if Shareholders vote in favour of Resolution 7 is as follows:

• (a) 2,000,000 Class B Options to Jonathan Lea (or his nominee(s)) valued at $25,380;

• (b) 2,000,000 Class B Options to Alan Tough (or his nominee(s)) valued at $25,380;

• (c) 2,000,000 Class B Options to David Sourbutts (or his nominee(s)) valued at $25,380; and

• (d) 2,000,000 Class B Options to Ananda Kathiravelu (or his nominee(s)) valued at $25,380.

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Schedule 6 – Class C Options

The terms and conditions of the Class C Options (or Advisor Options) are as follows:

• (a) the Options are unlisted and will be exercisable on 10 business days’ notice prior to 5.00pm EST on 30 June 2017 ( Option Expiry Date ). Options not exercised on or before the Option Expiry Date will automatically lapse;

• (b) the exercise price of each Option will be 1.0 cents;

• (c) subject to the Company obtaining any necessary regulatory or shareholders (if required), the Options may be exercised wholly or in part by completing an application form for RAD Shares ( Notice of Exercise ) delivered to RAD’s share registry and received by it any time prior to the Option Expiry Date;

• (d) upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be issued a RAD Share ranking pari passu with the then issued RAD Shares. RAD will apply to ASX to have the RAD Shares granted official quotation;

• (e) the Company must do all things which are necessary or desirable to ensure that each Options issued to the optionholder (and the Shares issued on the conversion of any Options) will be freely tradeable without restriction, including by providing to ASX a notice in accordance with section 708A(6) of the Corporations Act ( Cleansing Statement ). If the Company can not issue a Cleansing Statement or that Cleansing Statement for any reason is not effective, then the Company will not be obligated to issue a cleaning prospectus under 708A(11) of the Corporations Act ( Cleansing Prospectus ). In the event that the Company does not issue a Cleansing Statement or Cleansing Prospectus, then the Options (and their underlying Shares) must not be transferred to another person within 12 months following their issue (other than to another exempt investor pursuant to section 708A of the Corporations Act) and the optionholder undertakes to enter into a restriction agreement on terms required by the Company and agrees to the Options (and their underlying Shares) being placed under a holding lock by the Company’s share registry;

• (f) any Notice of Exercise received by RAD’s share registry on or prior to the Option Expiry Date will be deemed to be a Notice of Exercise as at the last business day of the month in which such notice is received;

• (g) there will be no participating entitlements inherent in the Options to participate in new issues of capital which may be offered to RAD shareholders during the currency of the Options. Prior to any new pro rata issue of securities to RAD shareholders, holders of Options will be notified by RAD and will be afforded 6 business days before the record date (to determine entitlements to the issue), to exercise the Options;

• (h) in the event RAD proceeds with a pro rata issue (except a bonus issue) of securities to the holders of RAD Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2;

• (i) in the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of RAD prior to the Option Expiry Date, all rights of an optionholder are to be changed in a manner consistent with the ASX Listing Rules;

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• (j) RAD Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the date of the Notice of Exercise.

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Schedule 7 – Valuation of Advisor Options issued pursuant to Resolution 8

Using the Black & Scholes option model and based on the assumptions set out below, the Advisor Options were ascribed the following value:

Options were ascribed the following value:
Assumptions:
Valuation date	15 September 2015
Market price of Shares	0.033
Exercise price	$0.01
Expiry date (length of time from issue)	23 months (30 September 2017)
Risk free interest rate	1.85%
Volatility (discount)	91.45%
Indicative value per Advisor Option	$0.0251
Total value of Advisor Options	$815,750

Note: The valuation noted above is not necessarily the market price that the Advisor Options could be traded at and is not automatically the market price for taxation purposes.

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PROXY FORM

The Secretary Radar Iron Limited By Post: PO Box 994, Subiaco, 6904

By facsimile:+61 8 6389 0576

Name of Shareholder:

Address of Shareholder:

Number of Shares entitled to vote:

Please mark  to indicate your directions. Further instructions are provided overleaf.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

Step 1 – Appoint a Proxy to Vote on Your Behalf

The Chairman of the OR if you are NOT appointing the Chairman of the Meeting (mark box) meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, and subject to the relevant laws as the proxy sees fit at the General Meeting to be held at the offices of Radar Iron Ltd, Suite 8, 55 Hampden Road Street, Nedlands, on 28 October 2015, commencing at 10 am WST and at any adjournment thereof.

Chair authorised to exercise undirected proxies on remuneration related resolutions: The Chair of the Meeting intends to vote all available proxies in favour of Resolutions 1-7. If the Chair of the Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the ‘for’, ‘against’ or ‘abstain’ box in relation to Resolutions 1-7, you will be authorising the Chair to vote in accordance with the Chair’s voting intentions on Resolutions 1-7 even if Resolutions 1-7 are connected directly or indirectly with the remuneration of a member of Key Management Personnel.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Step 2 – Instruction as to Voting on Resolution

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

	FOR	AGAINST	ABSTAIN
Resolution 1: Issue of Shares to April Noteholders			
Resolution 2: Issue of Shares to April Noteholders in lieu of Interest under the April			
Convertible Notes
Resolution 3: Ratification of Prior Issue of Shares pursuant to the August Placement
(a) Issue of Shares pursuant to Listing Rule 7.1			
(b) Issue of Shares pursuant to Listing Rule 7.1A			
Resolution 4: Issue of Shares to August Noteholders			
Resolution 5: Approval to issue Shares in lieu of Interest under the August Convertible Notes			
Resolution 6: Issue of Shares to Directors in lieu of Accrued Fees
(a) Jonathan Lea (or his nominee(s))			
(b) Alan Tough (or his nominee(s))			
(c) David Sourbutts (or his nominees(s))			
Resolution 7: Issue of Class B Options to Directors
(a) Jonathan Lea (or his nominee(s))			
(b) Alan Tough (or his nominee(s))			
(c) David Sourbutts (or his nominee(s))			
(d) Ananda Kathiravelu (or his nominee(s))			
Resolution 8: Issue of Class C Options to Advisor			

Authorised signature/s

This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented. Individual or Shareholder 1 Shareholder 2 Shareholder 3

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Sole Director and Sole Company Secretary Contact Name 1Insert name and address of Shareholder	Director Contac t Daytime Telephone	Director/Company Secretary
		Date *Omit if not applicable
	2Insert name and address of proxy

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Proxy Notes:

Voting Restrictions applying to Key Management Personnel : If you appoint a member of the Key Management Personnel of the Company or one of their closely related parties as your proxy, that person will not be able to cast your votes on the Resolutions unless you direct them how to vote, or the Chair of the Meeting is your proxy. “Key Management Personnel” is defined in the Explanatory Memorandum and includes each of the Directors of the Company, all those executives named in the Remuneration Report, and any other persons who are the Company’s Key Management Personnel at the date of the Meeting.

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder’s votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate or Appointment of Representative prior admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy, of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicated the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received at the Perth office of the Company at Suite 8, 55 Hampden Road, Nedlands WA 6009 or by facsimile +61 8 6389 0576 not less than 48 hours prior to the time of commencement of the Meeting (WST).

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