CONSOLIDATED ZINC LIMITED ACN 118 554 359

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Deloitte Melbourne Office, 550 Bourke Street, Melbourne, Victoria, 3000 on 30 November 2016 at 12.00pm (AEDT).

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

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9322 3406.

CONSOLIDATED ZINC LIMITED

ACN 118 554 359

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting of Shareholders of Consolidated Zinc Limited ( Company ) will be held at Deloitte Melbourne Office, 550 Bourke Street, Melbourne, Victoria, 3000 on 30 November 2016 at 12.00pm (AEDT) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form 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 those who are registered as Shareholders on 28 November 2016 at 4.00pm ( AWST ).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 12.

AGENDA

Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2016, which includes the Financial Report, the Directors' Report and the Auditor's Report.

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of:

(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
(b) a Closely Related Party of such member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

(a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on this Resolution; or

Notice of Meeting

(b) the person is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of the Key Management Personnel.

2. Resolution 2 – Re-election of Mr Luis Rogelio Martinez Valles

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

“That Mr Luis Rogelio Martinez Valles, who retires in accordance with clause 13.2 of the Constitution, being eligible and offering himself for re-election, be re-elected as a director of the Company with immediate effect.”

3. Resolution 3 – Approval of 10% Placement Facility

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

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

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if this Resolution is passed, and any associates of those persons.

However, the Company will not disregard a vote if:

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

4. Resolution 4 – Adoption of Consolidated Zinc Performance Rights Plan

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

“That, subject to each of the other Acquisition Resolutions being passed, for the purposes of Listing Rule 7.2 Exception 9(b), as an exception to Listing Rule 7.1, and for all other purposes, approval is given for the establishment of the “Consolidated Zinc Performance Rights Plan” and the issue of Performance Rights and Shares on exercise of Performance Rights, thereunder, on the terms and conditions summarised in the Explanatory Memorandum.”

Notice of Meeting

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any Director who is eligible to participate in the Performance Rights Plan and any of their associates.

However, the Company will not disregard a vote if:

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

5. Resolution 5 – Authority to grant Performance Rights to Mr William Dix

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

"That, subject to Resolution 4 being passed, for the purposes of Listing Rule 10.14, and for all other purposes, approval is given for the Company to grant 2,000,000 Performance Rights to Mr William Dix (or his nominees) under the Performance Rights Plan on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any Director who is eligible to participate in the Performance Rights Plan and any of their associates.

However, the Company will not disregard a vote if:

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

6. Resolution 6 – Authority to grant Performance Rights to Mr Stephen Copulos

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

"That, subject to Resolution 4 being passed, for the purposes of Listing Rule 10.14, and for all other purposes, approval is given for the Company to grant 1,500,000 Performance Rights to Mr Stephen Copulos (or his nominees) under the Performance Rights Plan on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any Director who is eligible to participate in the Performance Rights Plan and any of their associates.

Notice of Meeting

However, the Company will not disregard a vote if:

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

7. Resolution 7 – Authority to grant Performance Rights to Mr Andrew Richards

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

"That, subject to Resolution 4 being passed, for the purposes of Listing Rule 10.14, and for all other purposes, approval is given for the Company to grant 1,500,000 Performance Rights to Mr Andrew Richards (or his nominees) under the Performance Rights Plan on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any Director who is eligible to participate in the Performance Rights Plan and any of their associates.

However, the Company will not disregard a vote if:

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

8. Resolution 8 – Section 195 Approval

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

“That, subject to and conditional on Resolutions 5 to 7 being passed, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions as contemplated in Resolutions 5 to 7.”

9. Resolution 9 – Increase in maximum aggregate cap of nonexecutive Directors’ remuneration

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

“ That for the purpose of clause 13.7 of the Company’s Constitution and Listing Rule 10.17, and for all other purposes, the maximum aggregate amount of remuneration which may be provided by the Company to all non-executive directors for their services as directors be increased to a maximum amount of $250,000 per annum. ”

Notice of Meeting

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the Directors and/or any of their nominees, and any of their associates.

However, the Company will not disregard a vote if:

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

10. Resolution 10 – Approval of Proportional Takeover Provisions

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

“That proportional takeover provisions in the form of clause 36 of the Constitution (as last approved by Shareholders) be included in the Constitution for a further period of three years, commencing from the date of this Meeting.”

Dated 28 October 2016

BY ORDER OF THE BOARD

Andrew Beigel Company Secretary

Notice of Meeting

CONSOLIDATED ZINC LIMITED ACN 118 554 359

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 on 30 November 2016 at 12.00pm (AEDT).

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 set out in the Notice.

Proxy Forms have been sent out with this Notice.

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. Lodgment 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 Annual General 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.

2.2 Voting Prohibition by Proxy Holders

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

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

Notice of Meeting

(b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

(a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution1; or
(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on Resolutions 1 and 4 to 9 if:

(a) the person is either:
(i) a member of the Key Management Personnel of the Company; or
(ii) a Closely Related Party of such a member, and
(b) the appointment does not specify the way the proxy is to vote on Resolutions 1 and 4 to 9.

However, the prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if Resolutions 1 and 4 to 9 are connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

3. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. Copies of the report can be found on the Company’s website www.consolidatedzinc.com.au or by contacting the Company on (08) 9322 3406.

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

Shareholders will be offered the following opportunities:

(a) discuss the Annual Report for the financial year ended 30 June 2016;
(b) ask questions or make comment on the management of the Company;
(c) ask questions about, or make comment on, the Remuneration Report;
(d) ask the auditor questions about:
(i) the conduct of the audit;
(ii) the preparation and content of the Auditor's Report;
(iii) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

Notice of Meeting

(iv) the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

(a) the content of the Auditor's Report; or
(b) the conduct of the audit of the Financial Report,

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

4. Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.

Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, the Corporations Act has been amended by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act ( Director and Executive Remuneration Act ) which received the Royal Assent on 27 June 2011 and came into effect on 1 July 2011.

The Director and Executive Remuneration Act introduced new sections 250U and 250Y, among others, into the Corporations Act, giving Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting, a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

At the Company’s 2015 Annual General Meeting the remuneration report was approved by over 75% of Shareholders.

In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the Managing Director) may be up for re-election.

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

The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the

Notice of Meeting

Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention.

5. Resolution 2 – Re-election of Mr Luis Rogelio Martinez Valles

Resolution 2 seeks approval for the re-election of Mr Luis Rogelio Martinez Valles.

Clause 13.2 of the Company's Constitution provides that, at every Annual General Meeting, one third of the Directors for the time being (rounded up to the nearest whole number but not exceeding one third of the Directors) must retire from office and are eligible for re-election. Accordingly, Mr Martinez retires and being eligible for re-election, offers himself for re-election at the Meeting.

Mr Martinez is a mining entrepreneur with 40 years’ experience in industrial minerals, base and precious metals. He holds an Industrial Engineer qualification from Chihuahuas Tech, with a Masters in Business Administration from Nuevo León University, and a Member of the Mining Association of Chihuahua.

The Board unanimously supports the re-election of Mr Martinez.

6. Resolution 3 – Approval of 10% Placement Facility

6.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below).

The Company intends to continue to expand and accelerate the Company’s existing business activities (including expenses associated with further tests in relation to the Company’s existing projects) and to pursue other acquisitions that have a strategic fit or will otherwise add value to Shareholders (including expenses associated with such acquisitions). The Company may use the 10% Placement Facility for these purposes and for general working capital.

The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

Notice of Meeting

6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

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

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of shares on issue 12 months before the date of issue or agreement:
(A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the 12 months;
(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
(D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.
(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

Notice of Meeting

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(f)
10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

6.3 Listing Rule 7.1A

The effect of Resolution 3 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

6.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

Notice of Meeting

(b) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A2			Dilution
		$0.0165 50% decrease in Issue Price	$0.033 Issue Price	$0.066 100% increase in Issue Price
Current Variable A 429,824,687 Shares	10% voting dilution	42,982,468	42,982,468	42,982,468
	Funds raised	$709,211	$1,418,421	$2,836,843
50% increase in current Variable A 644,737,030 Shares	10% voting dilution	64,473,703	64,473,703	64,473,703
	Funds raised	$1,063,816	$2,127,632	$4,255,264

Notice of Meeting

Variable ‘A’ in Listing Rule 7.1A2			Dilution
		$0.0165 50% decrease in Issue Price	$0.033 Issue Price	$0.066 100% increase in Issue Price
100% increase in current Variable A 859,649,374 Shares	10% voting dilution	85,964,937	85,964,937	85,964,937
	Funds raised	$1,418,421	$2,836,843	$5,673,686

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.
(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.
(v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes listed Options, it is assumed that those listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(vii) As at the date of this Notice, there are currently 429,824,687 Shares on issue.
(viii) The issue price is $0.033, being the closing price of the Shares on ASX on 28 October 2016.
(c) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of Equity Securities pursuant to the 10% Placement Facility will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).
(d) The Company may seek to issue the Equity Securities for the following purposes:
(i) as cash consideration to fund exploration programs associated with its current projects including the Plomosas Project in Chihuahua, Mexico;

Notice of Meeting

(ii) as cash consideration to undertake due diligence as required and to potentially fund the acquisition of new assets that may be considered complimentary in nature to those assets currently held by the Company and for additional working capital purposes; or
(iii) as non-cash consideration for the acquisition of assets that are complimentary in nature to those assets currently held by the Company (in such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3).

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

(e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the recipients of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the purpose of the issue;
(ii) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the financial situation and solvency of the Company; and
(v) advice from corporate, financial and broking advisers (if applicable).

The recipients under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

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

(f) The Company previously obtained Shareholder approval under Listing Rule 7.1A at the Company’s 2015 AGM held on 25 November 2015.
(g) In the 12 months preceding the date of the Meeting the Company issued a total of 336,339,557 Equity Securities which represents 91.5% of the total number of Equity Securities on issue at 30 November 2015. The Equity Securities issued in the preceding 12 months are set out in Schedule 3.
(h) The Company’s cash balance on 30 November 2015 was approximately $700,000. Cash raised from issued in the previous 12 months totals $7,916,750 (before costs). The Company’s cash balance at the date of this Notice is approximately $2,400,000. Funds raised have been used in relation to drilling and development of the Plomosas Zinc project. The remaining funds of $2,400,000 are intended to applied to drilling and development of the Plomosas Zinc project and general working capital.

Notice of Meeting

(i) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

7. Resolution 4 – Adoption of Consolidated Zinc Performance Rights Plan

7.1 General

Resolution 4 seeks Shareholder approval for the establishment of the Consolidated Zinc Performance Rights Plan ( Plan ).

The Company wishes to exempt issues of securities under the Plan from contributing towards the rolling annual limit of 15% of issued Shares prescribed by Listing Rule 7.1. This limit otherwise applies to all new issues of equity securities made without Shareholder approval. Shareholder approval of the Plan is therefore sought under Listing Rule 7.2, Exception 9, whereby the Shareholders may approve in advance the issue of securities made under the Plan as an exception to the limit under Listing Rule 7.1.

Resolution 4 is an ordinary resolution.

The Plan provides for the issuance of Performance Rights which, upon a determination by the Board that the performance conditions attached to the Performance Rights have been met, will result in the issue of one ordinary Share in the Company for each Performance Right.

To achieve its corporate objectives, the Company needs to attract and retain its key staff. The Board believes that grants made to eligible participants under the Plan will provide a powerful tool to underpin the Company's employment and engagement strategy, and that the implementation of the Plan will:

(a) enable the Company to recruit, incentivise and retain Key Management Personnel and other eligible Employees needed to achieve the Company's business objectives;
(b) link the reward of key staff with the achievements of strategic goals and the long term performance of the Company;
(c) align the financial interest of participants of the Plan with those of Shareholders; and
(d) provide incentives to participants of the Plan to focus on superior performance that creates Shareholder value.

This is the first approval sought under Listing Rule 7.2 Exception 9(b) with respect to the Plan. No Performance Rights have previously been issued under the Plan and the Plan has not previously been approved by Shareholders.

Pursuant to the Listing Rules, Shareholders must re-approve the Performance Rights Plan and all unallocated Performance Rights issuable pursuant to it every three years.

Notice of Meeting

The key features of the Plan are as follows:

(a) The Board will determine the number of Performance Rights to be granted to Eligible Employees (or their nominees) and the vesting conditions, expiry date of the Performance Rights in its sole discretion.
(b) The Performance Rights are not transferable unless the Board determines otherwise or the transfer is required by law and provided that the transfer complies with the Corporations Act.
(c) Subject to the Corporations Act and the Listing Rules and restrictions on reducing the rights of a holder of Performance Rights, the Board will have the power to amend the Plan as it sees fit.

A detailed overview of the terms of the Plan is attached in Schedule 2. A copy of the Plan can be obtained by contacting the Company.

7.2 Specific Information Required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2 Exception 9(b) the following information is provided:

(a) The material terms of the Performance Rights Plan are summarised above.
(b) This is the first approval sought under Listing Rule 7.2 Exception 9 with respect to the Performance Rights Plan.
(c) No securities have been issued under the Performance Rights Plan.
(d) A voting exclusion statement has been included for the purposes of Resolution 4.

8. Resolutions 5 to 7 – Authority to grant Performance Rights to Related Parties

8.1 General

The Company is proposing to issue the following Performance Rights, subject to obtaining Shareholder approval:

(a) 2,000,000 Performance Rights (comprising 666,667 Class A Performance Rights, 666,667 Class B Performance Rights and 666,666 Class C Performance Rights) to Mr William Dix;
(b) 1,500,000 Performance Rights (comprising 500,000 Class A Performance Rights, 500,000 Class B Performance Rights and 500,000 Class C Performance Rights) to Mr Stephen Copulos; and
(c) 1,500,000 Performance Rights (comprising 500,000 Class A Performance Rights, 500,000 Class B Performance Rights and 500,000 Class C Performance Rights) to Mr Andrew Richards,

under the Performance Rights Plan as a long term incentive in connection with their role as Directors. The principal terms of the Plan are summarised in Schedule 2.

Notice of Meeting

The Performance Rights will be granted for nil cash consideration. It is proposed that the Performance Rights will have the following performance based milestones:

Class of Performance Right	Performance Condition	Expiry Date
Class A Performance Rights	Upon the Company announcing a JORC Code 2012 compliant reserve of containing not less than 1,200,000 tonnes of mineralisation at a combinedgrade of at least 17%(Zn+Pb).	30 September 2019
Class B Performance Rights	Upon the commencement of construction of a mine at the Company's Plomosas Project.	30 September 2019
Class C Performance Rights	Upon the Company's Shares achieving a 10 day VWAP of $0.15 or more for a period of 10 consecutive TradingDays.	30 September 2019

On achievement of the applicable Performance Condition, each Performance Right will convert into a Share.

If a Performance Condition of a Performance Right is not achieved by the end date of the specified period, then the Performance Right will lapse.

If a Takeover Event (as described in Schedule 1) occurs prior to the expiry or conversion of a Performance Right, then the Performance Right will convert.

See Schedule 1 for the full terms and conditions of the Performance Rights.

The Company has considered the remuneration structures of several of its ASX listed peer companies to determine a suitable quantum and structure of an incentive based remuneration plan for management and executive and non-executive members of the Board. As a result of this review the Company believes that the issue of the Performance Rights is a fair and reasonable incentive based remuneration package. In considering the above remuneration package, the Company has researched and considered recent incentive plans implemented by the Company’s peers.

8.2 Chapter 2E of the Corporations Act

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

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

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

The grant of Performance Rights constitutes giving a financial benefit and Mr William Dix, Mr Stephen Copulos and Mr Andrew Richards are related parties of the Company by virtue of being Directors.

Notice of Meeting

After a review of publicly available information relating to the remuneration structures of several of its ASX listed peer companies, the Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Performance Rights because the grant of the Performance Rights is considered reasonable remuneration in the circumstances.

8.3 ASX Listing Rule 10.14

Shareholder approval is required for the grant of the Performance Rights to the proposed recipients under Listing Rule 10.14 because each of the proposed recipients of the Performance Rights is a Director of the Company.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required. Accordingly, the issue of Performance Rights to the Proposed Directors will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

Resolutions 5 to 7 seek Shareholder approval for the grant of the Performance Rights to Directors Mr William Dix, Mr Stephen Copulos and Mr Andrew Richards (or their nominees).

Resolutions 5 to 7 are ordinary resolutions.

8.4 Specific Information required by ASX Listing Rule 10.15

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to Resolutions 5 to 7:

(a) The maximum number of securities to be issued is:
(i) 2,000,000 Performance Rights (comprising 666,667 Class A Performance Rights, 666,667 Class B Performance Rights and 666,666 Class C Performance Rights) to Mr William Dix;
(ii) 1,500,000 Performance Rights (comprising 500,000 Class A Performance Rights, 500,000 Class B Performance Rights and 500,000 Class C Performance Rights) to Mr Stephen Copulos; and
(iii) 1,500,000 Performance Rights (comprising 500,000 Class A Performance Rights, 500,000 Class B Performance Rights and 500,000 Class C Performance Rights) to Mr Andrew Richards.
(b) The terms and conditions of the Performance Rights are set out in Schedule 1. Further terms and conditions of the Performance Rights are set out in the summary of the Performance Rights Plan in Schedule 2.
(c) The Performance Rights will be issued for nil cash consideration as they are being issued as incentive based remuneration. Accordingly, no funds will be raised from the issue of the Performance Rights. Upon conversion of the Performance Rights, Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.
(d) There have not been any Performance Rights granted under the Performance Rights Plan to date.
(e) Under the Performance Rights Plan, only Eligible Employees or their nominees (subject to Board approval), are entitled to participate in the Performance Rights

Notice of Meeting

Plan. Each of the proposed recipients of the performance rights is an Eligible Employee for the purposes of the Plan.

(f) Each of the proposed recipients of the Performance Rights is a related party of the Company by virtue of being a Director.
(g) Voting exclusion statements are included in the Notice.
(h) The Company will grant the Performance Rights no later than 12 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).

9. Resolution 8 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

Some of the Directors may have a material personal interest in the outcome of Resolutions 5 to 7. In the absence of this Resolution 8, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 5 to 7.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve upon.

Resolution 8 is an ordinary resolution and is subject to Resolutions 5 to 7 being passed.

10. Resolution 9 – Increase in maximum aggregate cap of nonexecutive Director fees

10.1 General

Pursuant to and in accordance with ASX Listing Rule 10.17, the information below is provided in relation to this Resolution 9:

In accordance with Clause 13.7 of the Company’s Constitution and ASX Listing Rule 10.17, the Company is seeking approval from shareholders to increase the maximum aggregate amount available for non-executive directors’ fees from $150,000 to $250,000 per annum. This amount includes statutory superannuation contributions but does not include other payments that may be payable to the non-executive directors as provided for in the Constitution.

The Company undertakes regular reviews of fees paid to non-executive directors to ensure that they are competitive, in line with market and enable the Company to attract and retain high calibre Directors. This review includes consideration of fees paid to non-executive directors of comparable Australian listed companies. The Board’s performance, duties and responsibilities, the market comparison and independent advice are all considered part of the review process.

The remuneration provided to each non-executive director for the year ended 30 June 2016 is detailed in the Remuneration Report as set out in the Annual Report. The total value of remuneration paid to all non-executive directors during the last financial year was $89,409.

Accordingly, it is not the Company’s intention to use the whole of the new maximum aggregate immediately .

Notice of Meeting

The proposed increase in the maximum aggregate amount will provide flexibility to:

(a) allow for payment of appropriate fees over time, and taking into account the increasing time and responsibilities required of non-executive directors generally and in particular with regard to:
(i) increasing corporate governance complexity and other regulatory requirements; and
(ii) the growth in the size, scope and diversity of the Company’s businesses as it continues to expand into new markets and new regions, particularly with reference to its growing business;
(b) continue to attract and retain directors of the highest calibre to oversee the strategic and operational challenges of the Company as it continues its growth strategy;
(c)
allow for future adjustments in line with market conditions; and
(d) increase the number of future Board members and allow for transition periods, as part of an active Board renewal and succession planning process. This will ensure that the Company’s interests are best served in its next period for growth and development.

Details of securities issued by the Company to non-executive directors over the past 3 years (since re-compliance with Chapters 1 and 2 of the Listing Rules) under Listing Rule 10.11 or 10.14 are set out in the table below:

Director	Securities
Mr Stephen Copulos	24,450,000 Shares and 12,225,000 attaching Options subscribed for in a capital raising (approved by Shareholders under Listing Rule 10.11 on 27 June 2016) 400,000 Shares issued as interest on certain convertible loans made available to the Company by entities controlled by Mr Copulos (approved by Shareholders under Listing Rule 10.11 on 27 June 2016) 3,000,000 Shares issued in lieu of fees and interest on certain convertible loans made available to the Company by entities controlled by Mr Copulos (approved by Shareholders under Listing Rule 10.11 on 29 March 2016) 1,500,000 performance rights issued as a key component of the incentive portion of the Director's remuneration (approved by Shareholders under Listing Rule 10.11 on 25 November 2015)

Director

Securities

Mr Stephen Copulos

24,450,000 Shares and 12,225,000 attaching Options
subscribed for in a capital raising (approved by
Shareholders under Listing Rule 10.11 on 27 June
2016)
400,000 Shares issued as interest on certain
convertible loans made available to the Company by
entities controlled by Mr Copulos (approved by
Shareholders under Listing Rule 10.11 on 27 June
2016)
3,000,000 Shares issued in lieu of fees and interest
on certain convertible loans made available to the
Company by entities controlled by Mr Copulos
(approved by Shareholders under Listing Rule 10.11
on 29 March 2016)
1,500,000 performance rights issued as a key
component of the incentive portion of the Director's
remuneration (approved by Shareholders under
Listing Rule 10.11 on 25 November 2015)

All securities above were either acquired on market at market prices or via share placement or rights issue approved by shareholders.

Notice of Meeting

Shareholders should note that the proposed increase in non-executive directors’ remuneration does not relate to salaries paid to Executive Directors in their capacity as executives of the Company. Executive Directors do not receive remuneration in the form of the Directors’ fees in addition to their salaries.

Resolution 9 is an ordinary resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

A voting exclusion statement is included in the Notice.

With non-executive directors noting their interest in the matter, the Board unanimously recommends that shareholders approve the increase in the maximum aggregate amount of nonexecutive directors fees.

11. Resolution 10 – Approval of Proportional Takeover Provisions

Clause 36 of the Constitution contains provisions dealing with proportional takeover bids for the Shares in accordance with the Corporations Act.

A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of that Shareholder's Shares. The provisions are designed to assist Shareholders to receive proper value for their Shares if a proportional takeover bid is made for the Company.

Under the Corporations Act, the provisions must be renewed every three years or they will cease to have effect and as such, the current provisions had automatically ceased to have effect. If the proposed resolution is approved by Shareholders, the proportional takeover provisions will be in exactly the same terms as the existing provisions and will have effect until 30 November 2019.

Information required by section 648G of the Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed by Shareholders.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. The proposed provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Notice of Meeting

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked in as a minority;
(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a premium; and
(c) the likelihood of a proportional takeover bid succeeding may be reduced.

Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of renewing the proportional takeover provisions and as a result consider that the renewal of the proportional takeover provisions in the Constitution is in the interests of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution.

Notice of Meeting

12. Definitions

In this Notice, Explanatory Memorandum and Proxy Form:

$ means Australian Dollars.

10% Placement Facility has the meaning given in Section 6.1.

10% Placement Period has the meaning given in Section 6.2(f)

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2016.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auditor's Report means the auditor's report on the Financial report.

Board means the board of Directors.

Chair means the person appointed to chair the Meeting.

Closely Related Party means:

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

(b) has the meaning given in section 9 of the Corporations Act.

Company or CZL means Consolidated Zinc Limited ACN 118 554 359.

Company Group means the Company and its ‘related bodies corporate’ (as that term is defined in the Corporations Act).

Constitution means the current constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

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

Eligible Employee has the meaning in Schedule 2.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

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

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Notice of Meeting

Listing Rules means the listing rules of ASX.

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

Notice means this notice of meeting.

Option means an option to acquire a Share.

Performance Right means a performance right on the terms and conditions in Schedule 1.

Proxy Form means the proxy form attached to the Notice.

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

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Securities means Shares, Options and/or Performance Rights.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means volume weighted average price.

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

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

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

Notice of Meeting

Schedule 1 – Terms and Conditions of Performance Rights

The Performance Rights will be granted in three milestone based classes as follows:

Class of Performance Rights	Performance Condition	Expiry Date
Class A Performance Rights	(a) Upon the Company announcing a JORC Code 2012 compliant reserve of containing not less than 1,200,000 tonnes of mineralisation at a combined grade of at least 17% (Zn+Pb); or (b) a Takeover Event occurs.	30 September 2019
Class B Performance Rights	(a) Upon the commencement of construction of a mine at the Company's Plomosas Project; or (b) a Takeover Event occurs.	30 September 2019
Class C Performance Rights	(c) Upon the Company's Shares achieving a 10 day VWAP of $0.15 or more for a period of 10 consecutive Trading Days; or (d) a Takeover Event occurs.	30 September 2019

On achievement of the applicable Performance Condition, each Performance Right will convert into a Share.

If a Performance Condition of a Performance Right is not achieved by the specified Expiry Date, then the Performance Right will lapse.

The achievement of a Performance Condition is to be determined by the Board. Performance Rights will convert as soon as the achievement of a relevant performance condition has been determined. For the avoidance of doubt, this may occur before the specified Expiry Date.

"Takeover Event" means a takeover bid for the Company pursuant to Chapter 6 of the Corporations Act where at least 50% of the holders of ordinary shareholders accept the bid and such bid is free of conditions or an Australian court grants orders approving a compromise or scheme of arrangement where the Shares are either cancelled or transferred to a third party (not a scheme of arrangement simply for the purposes of a corporate restructure).

Other terms

( No Voting rights ) A Performance Right does not entitle a Holder to vote on any resolutions proposed at a general meeting of shareholders of the Company.

( No dividend rights ) A Performance Right does not entitle a Holder to any dividends.

( Rights on winding up ) A Performance Right does not entitle the Holder to participate in the surplus profits or assets of the Company upon winding up of the Company.

( Not transferable ) A Performance Right is not transferable.

( Reorganisation of capital ) If there is a reorganisation (including, without limitation, consolidation, sub-division, reduction or return) of the issued capital of the Company, the rights of a Holder will be varied (as appropriate) in accordance with the Listing Rules which apply to reorganisation of capital at the time of the reorganisation.

( Quotation of shares on conversion ) An application will be made by the Company to ASX for official quotation of the Shares issued upon the conversion of each Performance Right within the time period required by the Listing Rules.

( Participation in entitlements and bonus issues ) A Performance Right does not entitle a Holder to participate in new issues of capital offered to holders of Shares, such as bonus issues and entitlement issues.

( No other rights ) A Performance Right does not give a Holder any other rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Notice of Meeting

Schedule 2 – Summary of the Consolidated Zinc Performance Rights Plan

Summary of the Plan and terms on which offers may be made:

(a) The Directors, at their discretion, may at any time invite Eligible Employees to participate in the grant of Performance Rights.
(b) The eligible participants under the Plan are full time and part time Employees (including Directors and officers) of the Company and its related bodies corporate or any other person who is declared by the Board to be eligible to receive a grant of Performance Rights under the Plan ( Eligible Employees ). Subject to the Board approval an Eligible Employee may nominate a nominee to receive the Performance Rights to be granted to the Eligible Employee.

The Company will seek Shareholder approval for Director and related party participation in accordance with Listing Rule 10.14.

(c) The Plan is administered by the Directors of the Company, who have the power to:
(i) determine appropriate procedures for administration of the Plan consistent with its terms;
(ii) resolve conclusively all questions of fact or interpretation in connection with the Plan;
(iii) delegate the exercise of any of its powers or discretions arising under the Plan to any one or more persons for such period and on such conditions as the Board may determine; and
(iv) suspend, amend or terminate the Plan (subject to restrictions on amendments to the Plan which reduce the rights of the Participant in respect of any Performance Rights or Shares already granted).
(d) Performance Rights will be granted for nil cash consideration, unless the Board determines otherwise (which will be no more than a nominal amount).
(e) No amount will be payable on the exercise of Performance Rights under the Plan.
(f) The Plan does not set out a maximum number of Shares that may be made issuable to any one person or company.
(g) The Company must have reasonable grounds to believe that the number of Shares to be issued on exercise of the Performance Rights when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three years under:
(i) an employee incentive plan of the Company covered by ASIC Class Order 14/1000; or
(ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

does not exceed 5% of the total number of issued Shares at the time the invitation to acquire Performance Rights is made (but disregarding any securities issued as the result of an offer that can be disregarded in accordance with ASIC Class Order 14/1000).

(h) The Shares to be issued following the Performance Rights vesting conditions being satisfied, will be issued on the same terms as the fully paid, ordinary shares of the Company and will rank equally with all of the Company’s then existing Shares.
(i) The Performance Rights granted under the Plan will be subject to vesting conditions determined by the Board from time to time and expressed in a written offer made by the Company to the Eligible Employee which is subject to acceptance by the Eligible Employee within a specified period. The vesting conditions may include one or more of (i) service to the Company of a minimum period of time (ii) achievement of specific performance conditions by the Participant and/or by the Company or (iii) such other performance conditions as the Board may determine and set out in the offer. The Board determines whether vesting conditions have been met.

(j) Performance Rights will have an expiry date as the Board may determine in its absolute discretion and specify in the offer to the Eligible Employee.

(k) The vesting conditions of Performance Rights will have a milestone date as determined by the Board in its absolute discretion and will be specified in the offer to the Eligible Employee. The Board shall have discretion to extend a milestone date. Performance Rights will not be listed for quotation. However, the Company will make application to ASX for official quotation of all Shares issued on vesting of the Performance Rights within the period required by the Listing Rules.

Notice of Meeting

(l) The Performance Rights are not transferable unless the Board determines otherwise or the transfer is required by law and provided that the transfer complies with the Corporations Act.
(m) If a vesting condition of a Performance Right is not achieved by the earlier of the milestone date or the expiry date then the Performance Right will lapse. An unvested Performance Right will also lapse if the Participant ceases to be an Eligible Employee for the purposes of the Plan by reason of resignation, termination for poor performance or termination for cause (unless the Board determines otherwise).
(n) Under the Plan, if the Participant ceases to be an employee of the Company Group for any reason other than those reasons set out in (m), including (but not limited to) upon the retirement, total and permanent disability, redundancy, death of a Participant or termination by agreement then in respect of those Performance Rights which have not satisfied the vesting condition but have not lapsed, then the Participant shall be permitted to continue to hold those Performance Rights as if the Participant was still an Eligible Employee except that any continuous service condition will be deemed to have been waived (unless the Board determines otherwise).
(o) If a Participant acts fraudulently or dishonestly, is in breach of his or her obligations to the Company and its related bodies corporate or has done an act which has brought the Company or any of its related bodies corporate into disrepute, or the Company becomes aware of a material misstatement or omission in the financial statements in relation to the Company Group, a Participant is convicted of an offence in connection with the affairs of the Company Group or a Participant has judgment entered against him in any civil proceedings in respect of the contravention of his duties at law in his capacity as an employee or officer of the Company Group, the Board will have the discretion to deem any Performance Rights to have lapsed.
(p) If in the opinion of the Board, Performance Rights vested as a result of the fraud, dishonesty or breach of obligations of either the Participant or any other person and in the opinion of the Board, the Performance Rights would not have otherwise vested; or the Company is required by, or entitled under, law to reclaim an overpaid bonus or other amount from a Participant, then the Board may determine (subject to applicable law) any treatment in relation to the Performance Rights or Shares to comply with the law or to ensure no unfair benefit is obtained by the Participant.
(q) Where there is an event that the Board considers may result in a change of control of the Company ( Change of Control Event ), the Board may in its discretion determine that all or a specified number of the Participant’s Performance Rights vest or cease to be subject to restrictions (as applicable) although the Board may specify in an offer to a Participant that a different treatment will apply if a Change of Control Event occurs.
Unless the Board determines otherwise, if a Change of Control Event occurs, any restrictions on dealing imposed on vested Performance Rights will cease to have effect.
(r) There are no participating rights or entitlements inherent in the Performance Rights and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.
(s) If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment to the number of Shares which must be allocated on the exercise of a Performance Right.
(t) If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares which must be allocated on the exercise of a Performance Right will be increased by the number of Shares which the Participant would have received if the Performance Right had vested before the record date for the bonus issue.
(u) If there is any reorganisation of the issued share capital of the Company, the rights of the Performance Rights holder may be varied to comply with the Listing Rules which apply to a reorganisation of capital at the time of the reorganisation.

Notice of Meeting

Schedule 3 – Equity Securities issued in the preceding 12 months

Date of Appendix 3B	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price1 on the trading day prior to the issue	If issued for cash– the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-cash consideration– a description of the consideration and the current value of the consideration
4 January 2016	14,083,334 7,041,668	Shares –Note 2 Options –Note 3	Sophisticated and professional Investors	Shares - $0.045 per share (13.5% discount) Options – nil cash consideration (free attaching to shares on a 1 for 2 basis)	Shares:the total amount raised ($633,750) was spent on drilling and development of the Plomosas Zinc project. Options:free attaching options issued on 1 for 2 basis. Current valuation:$116,188(see Note 4)
4 January 2016	3,000,000	Note 2	Copulos group of companies	Nil cash consideration. Fees for providing convertible loan facilities. Approved by shareholders on 25 November 2015.	Shares issued for fees on convertible loan facilities. Current valuation: $102,000 (see Note 4)
4 January 2016	555,555	Note 2	DJ Carmichael	Nil cash consideration. Issued as fees for lead manager and corporate advisory services in relation to capital raising completed in December 2015 (approved by shareholders on 25 November 2015).	Issued as fees for lead manager and corporate advisory services in relation to capital raising completed in December 2015. Current valuation: $18,889 (see Note 4).
4 January 2016	750,000	Note 2	S3 Consortium share	Nil cash consideration. Issues as fees for marketing and advisory services (approved byshareholders on 25 November 2015).	Issued as fees for marketing and advisory services. Current valuation: $25,500 (see Note 4).
8 February 2016 (amended 16 February 2016)	16,444,444 8,222,223	Shares –Note 2 Options –Note 3	Sophisticated and professional Investors	Shares - $0.045 per share (13.5% discount) Options – nil cash consideration (free attaching to shares on a 1 for 2 basis)	Shares:Total amount raised ($740,000) was spent on drilling and development of the Plomosas Zinc project. Options:free attaching options issued on 1 for 2 basis. Current valuation: $135,667 (see Note 4).
5 April 2016	1,000,000 500,000	Shares – see Note 2 Unquoted Options – see Note 3	Shayden Nominee Pty Ltd	Shares - $0.045 per share (12.5% premium) Options – nil cash consideration (free attaching to shares on a 1 for 2 basis)	Shares:Total amount raised ($45,000) was spent on drilling and development of the Plomosas Zinc project. Options:free attaching to shares issued on 1 for 2 basis. Current valuation:$8,250(see Note 4).
13 May 2016	35,000,000	Note 2	Sophisticated and professional Investors	Shares - $0.040 per share (9.1% discount)	Total amount raised ($1,400,000) was spent on drilling and development of the Plomosas Zincproject.

Notice of Meeting

Date of Appendix 3B	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price1 on the trading day prior to the issue	If issued for cash– the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-cash consideration– a description of the consideration and the current value of the consideration
1 July 2016	120,150,000 77,575,000	Shares –Note 2 Options –Note 3	Sophisticated and professional Investors	Shares - $0.040 per share (11.1% discount) Options – nil cash consideration (free attaching to shares on a 1 for 2 basis)	Shares:Total amount raised ($4,806,000) to be spent on drilling and development of the Plomosas Zinc project. $2,100,000 of the total amount raised remains unspent. Options:free attaching options issued on a 1 for 2 basis. Current valuation:$1,279,988(see Note 4).
27 July 2016	7,300,000 3,650,000	Shares –Note 2 Options –Note 3	Sophisticated and professional Investors	Shares - $0.040 per share (4.8% discount) Options – nil cash consideration (free attaching to Shares on a 1 for 2 basis)	Shares:Total amount raised ($292,000) to be spent on drilling and development of the Plomosas Zinc project. These funds remain unspent. Options:free attaching options issued on a 1 for 2 basis. Current valuation:$60,225(see Note 4).
27 July 2016	23,572,000	Note 3	DJ Carmichael, Hartleys Limited, Morgans Financial Limited, and Blue Ocean Equities	Nil cash consideration. Issued as fees for advisory and professional services in relation to capital raising completed in May 2016 (approved byshareholders on 27 June 2016).	Issued as fees for advisory and professional services in relation to capital raising completed in May 2016. Current valuation:$388,938 (see Note 4).
27 July 2016	11,222,222 5,611,111	Shares –Note 2 Options –Note 3	Copulos Group of companies, and the Retzos Group	Nil cash consideration. Issued on conversion of convertible loans. Approved by shareholders on 27 June 2016.	Shares and Options issued on conversion of convertible loans. Current valuation: Shares = $381,556, Options = $92,583(see Note 4).
27 July 2016	662,000	Note 2	Copulos group of companies, and the Retzos Group	Nil cash consideration. Fees for providing convertible loan facilities. Approved by shareholders on 27 June 2016.	Shares issued for fees on convertible loan facilities. Current valuation: $22,508 (see Note 4).

Notes:

Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises).
Fully paid ordinary shares in the capital of the Company, ASX Code: CZL (terms are set out in the Constitution).
Unquoted Options, exercisable at $0.06 each, on or before 31 December 2018
In respect of quoted Equity Securities the value is based on the closing price of Shares ($0.034) being the closing price on the ASX trading day prior to finalizing this Notice of Meeting being 20 October 2016. Unquoted Options have been valued using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the Option. No account is taken of any performance conditions included in the terms of the Option other than market based performance conditions (i.e. conditions linked to the price of the Shares).

Notice of Meeting

Consolidated Zinc Limited ACN 118 554 359 PROXY FORM Shareholder Details

Name:

Address:

……………………………………………………………………………………………………………………………………………….

…………………………………………………………………………………………………………………………………………….

Contact Telephone No: …………………………………………………………………………………………………………………………….

Contact Name (if different from above): …………………………………………………………………………………………………………..

Appointment of Proxy

I/We being a shareholder/s of Consolidated Zinc Limited and entitled to attend and vote hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the General Meeting of Consolidated Zinc Limited to be held at Deloitte Melbourne, 550 Bourke Street, Melbourne, Victoria, 3000 on 30 November 2016 commencing at 12.00pm (AEDT) and at any adjournment of that meeting. The Chairman IMPORTANT:

of the meeting

If the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him/her how to vote on any of these resolutions, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on those resolutions (for which you have not given a direction) even if he/she has an interest in the outcome of the resolution and that votes cast by him/her, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote on any of these resolutions, the Chairman of the meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of each resolution.

(mark with an ‘X’)

If the person you are appointing as your proxy is someone other than the Chairman of the meeting: Write the name of that person in the box below.

You must specify the % of your votes that you authorise % your proxy to exercise if: (a) you have only appointed 1 proxy and do not want him/her to exercise all of your votes; or (b) if you have appointed 2 proxies under this proxy form. %

If you hold 2 or more Shares in Consolidated Zinc Limited, you may appoint a second proxy: Write the name of your second proxy in the box below.

(b) if you have appointed 2 proxies under this proxy form.

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the General Meeting of Consolidated Zinc Limited to be held at Deloitte Melbourne, 550 Bourke Street, Melbourne, Victoria, 3000 on 30 November 2016 commencing at 12.00pm (AEDT) and at any adjournment of that meeting.

Voting directions to your proxy - Please mark only one of the boxes with an “X” for each resolution to indicate your directions.

General Business For Against Abstain

Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Mr Luis Rogelio Martinez Valles
Resolution	3	Approval of 10% Placement Facility
Resolution	4	Adoption of Consolidated Zinc Performance Rights Plan
Resolution	5	Authority to grant Performance Rights to Mr William Dix
Resolution	6	Authority to grant Performance Rights to Mr Stephen Copulos
Resolution	7	Authority to grant Performance Rights to Mr Andrew Richards
Resolution	8	Section 195 Approval
Resolution	9	Increase in maximum aggregate cap of non-executive Directors’ remuneration
Resolution	10	Approval of Proportional Takeover Provisions

1 If you mark the “Abstain” box with an “x” for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.

PLEASE SIGN HERE

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

implemented

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

How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. 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 shareholder of the Company.

3 Votes on Resolutions

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

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy please write the name of that person.

To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5 Signing Instructions

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

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 48 hours before the commencement of the meeting i.e. no later than 12pm AEDT on Monday 28 November 2016. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand Deliveries:

Level 1 Postal address : PO Box 692 35 Havelock Street WEST PERTH WA 6872 WEST PERTH WA 6005

Facsimile: (08) 9320 7501 if faxed from within Australia or +61 8 9320 7501 if faxed from outside Australia

AI assistant

YARI MINERALS LIMITED — Regulatory Filings 2016

66109_rns_2016-10-30_ff4516a3-4f27-4429-abad-c45387ade201.pdf

CONSOLIDATED ZINC LIMITED ACN 118 554 359

NOTICE OF ANNUAL GENERAL MEETING

CONSOLIDATED ZINC LIMITED

ACN 118 554 359

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Annual Report

1. Resolution 1 – Adoption of Remuneration Report

Voting Exclusion

2. Resolution 2 – Re-election of Mr Luis Rogelio Martinez Valles

3. Resolution 3 – Approval of 10% Placement Facility

Voting Exclusion

4. Resolution 4 – Adoption of Consolidated Zinc Performance Rights Plan

Voting Exclusion

5. Resolution 5 – Authority to grant Performance Rights to Mr William Dix

Voting Exclusion

6. Resolution 6 – Authority to grant Performance Rights to Mr Stephen Copulos

Voting Exclusion

7. Resolution 7 – Authority to grant Performance Rights to Mr Andrew Richards

Voting Exclusion

8. Resolution 8 – Section 195 Approval

9. Resolution 9 – Increase in maximum aggregate cap of nonexecutive Directors’ remuneration

Voting Exclusion

10. Resolution 10 – Approval of Proportional Takeover Provisions

BY ORDER OF THE BOARD

Andrew Beigel Company Secretary

CONSOLIDATED ZINC LIMITED ACN 118 554 359

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

2.2 Voting Prohibition by Proxy Holders

3. Annual Report

4. Resolution 1 – Adoption of Remuneration Report

5. Resolution 2 – Re-election of Mr Luis Rogelio Martinez Valles

6. Resolution 3 – Approval of 10% Placement Facility

6.1 General

6.2 Description of Listing Rule 7.1A

( 10% Placement Period ).

6.3

Listing Rule 7.1A

6.4

Specific information required by Listing Rule 7.3A

7. Resolution 4 – Adoption of Consolidated Zinc Performance Rights Plan

7.1 General

7.2 Specific Information Required by Listing Rule 7.2

8. Resolutions 5 to 7 – Authority to grant Performance Rights to Related Parties

8.1 General

8.2 Chapter 2E of the Corporations Act

8.3 ASX Listing Rule 10.14

8.4 Specific Information required by ASX Listing Rule 10.15

9. Resolution 8 – Section 195 Approval

10. Resolution 9 – Increase in maximum aggregate cap of nonexecutive Director fees

10.1 General

11. Resolution 10 – Approval of Proportional Takeover Provisions

Information required by section 648G of the Act

Effect of proposed proportional takeover provisions

Knowledge of any acquisition proposals

Potential advantages and disadvantages of proportional takeover provisions

Recommendation of the Board

12. Definitions

Closely Related Party means:

Schedule 1 – Terms and Conditions of Performance Rights

Other terms

Schedule 2 – Summary of the Consolidated Zinc Performance Rights Plan

Schedule 3 – Equity Securities issued in the preceding 12 months

Appointment of Proxy

PLEASE SIGN HERE

How to complete this Proxy Form

1 Your Name and Address

2 Appointment of a Proxy

3 Votes on Resolutions

4 Appointment of a Second Proxy

5 Signing Instructions

6

Lodgment of a Proxy

More from YARI MINERALS LIMITED

YARI MINERALS LIMITED Regulatory Filings 2016