ZEUS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2017

Jan 8, 2017

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ZEUS RESOURCES LIMITED ACN 139 183 190

NOTICE OF EXTRAORDINARY GENERAL MEETING

EXPLANATORY STATEMENT PROXY FORM

TIME: 1:00pm (AEDT) DATE: Wednesday 8 February 2017 PLACE: Azure Group Pty Ltd Level 10, 171 Clarence Street Sydney NSW 2000

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This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 2) 9238 1123.

CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	6
Glossary	8
Proxy Form	Attached
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 1pm (AEDT) on 8 February 2017 at:

Azure Group Pty Ltd Level 10, 171 Clarence Street, Sydney NSW 2000

YOUR VOTE IS IMPORTANT

The business of the Extraordinary General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

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

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VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and either:

1. deliver the Proxy Form:

2. (a) by hand to:

   • LINK Market Services 1A Homebush Bay Drive, Rhodes NSW 2138; or

3. (b) by post to:

Zeus Resources Limited c/LINK Market Services Ltd Locked Bag A14, Sydney South NSW 1235; or

1. by facsimile to +61 2 9287 0309; or

2. lodge online at www.linkmarketservices.com.au, instructions as follows:

3. (a) Select ‘Investor & Employee Login’ and enter Zeus Resources Limited or the ASX code ZEU in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy form), postcode and security code which is shown on the screen and click ‘Login’. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website;

so that it is received not later than 48 hours before the commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Zeus Resources Limited (ACN 139 183 190) will be held at 1pm (AEDT) on 8 February 2017 at Azure Group Pty Ltd, Level 10, 171 Clarence Street, Sydney NSW 2000.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 7:00pm (AEDT) on 6 February 2017. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

BUSINESS OF THE EXTRAORDINARY GENERAL MEETING

RESOLUTIONS

1. RESOLUTION 1 – RE-ELECTION OF ZHANG YONG AS DIRECTOR

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

“That, Zhang Yong being a Director the Company who will cease to hold office immediately before the end of this extraordinary general meeting in accordance with section 250V(b) of the Corporations Act and, being eligible, is re-elected as a Director of the Company”

Voting Exclusion Statement: There is no voting exclusion’s on this resolution.

2. RESOLUTION 2 – RE-ELECTION OF SHOUYIN WANG AS DIRECTOR

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

“That, Shouyin Wang being a Director the Company who will cease to hold office immediately before the end of this extraordinary general meeting in accordance with section 250V(b) of the Corporations Act and, being eligible, is re-elected as a Director of the Company”

Voting Exclusion Statement: There is no voting exclusion’s on this resolution.

3. RESOLUTION 3 – RE-ELECTION OF GREGORY CLIFTON HALL AS DIRECTOR

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

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“That, Gregory Clifton Hall being a Director the Company who will cease to hold office immediately before the end of this extraordinary general meeting in accordance with section 250V(b) of the Corporations Act and, being eligible, is re-elected as a Director of the Company”

Voting Exclusion Statement: There is no voting exclusion’s on this resolution.

Dated : 22 December 2016

BY ORDER OF THE BOARD

Shelley Peters Company Secretary

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at 1pm (AEDT) on 8 February 2017 at Azure Group Pty Ltd, Level 10, 171 Clarence Street, Sydney NSW 2000.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Extraordinary General Meeting are set out below.

BACKGROUND

At the 2016 Annual General Meeting (AGM) more than 25% of votes cast were against the adoption of the Remuneration Report for the 2016 financial year (a second strike). As a result, shareholders were required to vote on a resolution (spill resolution) on whether an extraordinary general meeting of the Company should be held (spill meeting) at which all of the Company’s Directors (other than the Managing Director who may continue to hold office without re-election under the ASX Listing Rules) must stand for re-election, should they wish to continue as Directors. These requirements are as prescribed in section 250V of the Corporations Act.

The spill resolution (which is an ordinary resolution) was passed at the 2016 AGM. As such section 250V of the Corporations Act requires the Company to hold a spill meeting within 90 days after the spill resolution was passed. This is intended to serve as notice for that meeting.

At the Spill Meeting, all of the Company’s Directors who were in office when the Board Resolution to approve the Directors Report was passed will cease to hold office immediately before the end of the Spill Meeting. Those Directors elected or re-elected at the Spill Meeting will commence to hold office at the end of the Spill Meeting. Mr Hall, Mr Wang and Mr Yong were Directors of the Company when the Board Resolution to approve the Directors’ report was passed.

Notwithstanding the results of the Spill Meeting, the Company may retain three Directors (or two plus the Non-Executive Chairman), being the minimum number of Directors required for a Public Company under the Corporations Act. If no person receives sufficient votes to be elected as Director by way or ordinary resolution, then the Directors that are retained to maintain the statutory minimum will be those candidates for election with the most votes in favour of their appointment. If two or more persons have the same percentage of votes in favour of their appointment, the other Directors will choose one of those persons as the appointed Director.

For the purpose of determining the length of time in office for future retirements by rotation, each Director who is re-elected at a Spill Meeting is considered to have been in office from the time of their previous election (i.e. their term of office runs as if the cessation and appointment at the Spill Meeting had not happened).

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RESOLUTIONS

1. RESOLUTION 1 – RE-ELECTION OF MR ZHANG YONG AS DIRECTOR

Mr Zhang Yong being a Director of the Company, who will cease to hold office immediately before the end of the Spill Meeting, and being eligible, offers himself for re-election as a Director of the Company.

Mr Zhang Yong prior to ceasing office immediately before the end of the Spill Meeting served as a Non-Executive Director.

Background details for Mr Zhang Yong are set out below:

Mr Yong Zhang has had an extensive career in property development, real estate sales and investment. Mr Zhang has extensive property interests in China with over 1,600 employees. Mr Zhang was instrumental in securing the cornerstone investment in Zeus by China Metallurgical Geological Bureau, via its subsidiary Zhengyuan International Mining Company Limited.

Directors’ recommendation

The Directors (with Mr Yong abstaining) unanimously recommend that Shareholders vote in favour of this Resolution.

2. RESOLUTION 2 – RE-ELECTION OF SHOUYIN WANG AS DIRECTOR

Mr Shouyin Wang being a Director of the Company, who will cease to hold office immediately before the end of the Spill Meeting, and being eligible, offers himself for re-election as a Director of the Company.

Mr Shouyin Wang prior to ceasing office immediately before the end of the Spill Meeting served as Chairman of the Company.

Background details for Mr Zhao are set out below:

From 1987-1997, Mr Wang worked at the Shandong Office of the China Metallurgical Geological Bureau and from 1997- 2012, he worked for Xinjiang Geological Prospecting Institute as Dean and President. He also acted as a Director, Deputy Manager and as CFO of ZIMC during this period. From 2012 to current, Mr

Wang is acting as the director of Mining Development Department of the China Metallurgical Geological

Bureau and has been the General Manager of ZIMC since May 2015.

Directors’ recommendation

The Directors (with Mr Wang abstaining) unanimously recommend that Shareholders vote in favour of this Resolution.

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3. RESOLUTION 3 – RE-ELECTION OF GREGORY CLIFFTON HALL AS DIRECTOR

Mr Gregory Hall being a Director of the Company, who will cease to hold office immediately before the end of the Spill Meeting, and being eligible, offers himself for re-election as a Director of the Company.

Mr Gregory Hall prior to ceasing office immediately before the end of the Spill Meeting served as Non-Executive Director

Background details for Mr Hall are set out below:

Mr Greg Hall is a seasoned geologist with over 35 years of international experience. From 1988-2005, he was employed by the Placer Dome group of companies, serving as Chief Geologist -World Wide during the last five years he was there. Placer Dome was acquired by Barrick Gold Corporation in early 2006. Over the course of his illustrious career, Mr Hall had a senior role in the discoveries of both Barrick Gold's Granny Smith mine and Rio Tinto's Yandi iron ore mine. In addition, he took part in the discoveries of Keringal and Wallaby in Australia's Eastern Goldfields, as well as the definition of AngloGold Ashanti's Sunrise gold mine.

Directors’ recommendation

The Directors (with Mr Hall abstaining) unanimously recommend that Shareholders vote in favour of this Resolution.

CHAIRMAN’S UNDIRECTED PROXIES

The Chairman of the meeting will vote undirected proxies on, and in favour of all the proposed Resolutions.

ENQUIRIES

Shareholders are asked to contact Ms Shelley Peters, Company Secretary, on (+61 2) 9238 1123 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Annual Financial Report means the 2016 Annual Report to Shareholders for the period ended 30 June 2016 as lodged by the Company with ASX on 29 September 2016.

Annual General Meeting or AGM or Meeting means the Annual General Meeting of the Company held on 17[th] November 2016.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of William Buck dated 29 September 2015 as included in the Annual Financial Report.

Board or Board of Directors means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair or Chairman means the person chairing the Meeting.

Company means Zeus Resources Limited (ACN 139 183 190) care of Level 11, 175 Castlereagh Street SYDNEY NSW 2000

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

EGM, Extraordinary General Meeting or Meeting means the extraordinary general meeting of Shareholders convened for the purpose of considering the Resolutions

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Managing Director means the Managing Director / CEO of the Company.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 06 October 2016 including the Explanatory Statement.

Notice means this notice of meeting.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report which is also available on the Company’s website at www.zeusresources.com.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s key management personnel (including the Directors) details of whose remuneration are included in the Remuneration Report and any of that person’s Closely Related Parties or Associates (such as close family members and any controlled companies of those persons).

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Spill Resolution means the resolution that was put to Shareholders at the 2016 AGM where the threshold of votes were cast against the adoption of the Remuneration Report at the 2016 AGM.

VWAP means the volume weighted average price, with respects to the price of Shares.

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LODGE YOUR VOTE

ACN 139 183 190

• ONLINE

• �

www.linkmarketservices.com.au

• BY MAIL

• � Zeus Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

� BY FAX +61 2 9287 0309

• BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

• ALL ENQUIRIES TO Telephone: +61 1300 554 47 4

PROXY FORM I/We being a member(s) of Zeus Resources Limited and entitled to attend a nd vo te here by appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairm an of the Meeting as your proxy, please w rite t he na me of the person or Meeting (mark box) body corporate you ar e app ointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accord ance with the following directions or, if no directio ns have been given and to the extent permitted by the law, as the proxy sees fit) at th e Extraordinary General Meeting of the Company to b e held at 1:00pm (AEDT) on Wednesday, 8 February 2017 at Azure Group Pty Ltd, Level 10, 171 Clarence Street, Sydney NSW 200 0 (the Meeting) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting inte nds to vote undirected proxies in favour of each item of business. VOTING DIRE CTIO NS Proxies will o nly be valid and accepted by the Company if the y are signed and received no later than 48 hours before the Meeting. Please re ad the voting instructions overleaf before marki ng any boxes with an � Res olut ions For Again st Abstain**

VOTING DIRE CTIO NS Proxies will o nly be valid and accepted by the Company if the y are signed and received no later than 48 hours before the Meeting. Please re ad the voting instructions overleaf before marki ng any boxes with an � Res olut ions For Again st Abstain 1 Re-election of Zhang Yong as** Director

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• 2 Re-election of Shouyin Wang as Director

• 3 R e-election of Gregory Clifto n Hall as Dire ctor

� * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

ZEU PRX1601A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 1:00pm (AEDT) on Monday, 6 February 2017, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

ONLINE �

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online l odgement facility, shareholders will need their “ Holder Identife r” (Securityholder Reference Number (SRN) or Holder Identifcation Number (HIN) as shown on the front of th e Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

BY MAIL � Zeus Resourc es Li mited

C/- Link M arke t Servic es Limited Locke d Bag A14 Sy dney South NSW 1235

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT C/- Link M arke t Servic es Limited You may direct your proxy how to vote by placing a mark in one of the Locke d Bag A14 boxes opposite each item of business. All your shares will be voted in Sy dney South NSW 1235 accordance with such a direction unless you indicate only a portion of Aus tralia voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you � BY FA X do not mark any of the boxes on the items of business, your proxy may +6 1 2 9287 0309 vote as he or she chooses. If you mark more than one box on an item your BY HAND vote on that item will be invalid. � delivering it to Link Market Serv APPOINTMENT OF A SECOND PROXY 1A Homebush Ba y Drivee You are entitled to appoint up to two persons as proxies to atte nd the Rhodes NSW 2138 Meeting and vote on a poll. If you wish to appoint a se cond proxy, an additional Proxy Form may be obtained by telephoni ng th e Com pany’s share registry or you may copy this form and retur n the m both together. * Dur ing busi ness To appoint a second proxy you must: (a) on each of the first Proxy Form and the seco nd Pro xy Form state the percentage of your voting rights or n umbe r of sh ares applicable to that form. If the appointments do not spec ify the percentage or number of votes that each proxy may exe rcise , each proxy may exercise half your votes. Fractions of votes will be disreg arded; and (b) return both forms toge ther . SIGNING INSTRUC TIO NS You must sign thi s for m as f ollows in the spaces provid ed: Individual: where the holding is in one name, the holder must sign. Joint H oldin g: where the hold ing is in more than one n ame, either share holde r may sign. Pow er of Attorney: to sign under Power of Atto rney , you must lodge the Powe r of Attorney with the registry. If you have no t previously lodged this docume nt for notation, please attach a certife d photocopy of the Power of Attorney to this form when you return it .

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

� BY HAND delivering it to Link Market Serv ices Limited 1A Homebush Ba* y Drivee

Meeting and vote on a poll. If you wish to appoint a se cond proxy, an additional Proxy Form may be obtained by telephoni ng th e Com pany’s share registry or you may copy this form and retur n the m both together. * Dur ing busi ness hours (Monday to Friday, 9:00am–5:00pm)

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the seco nd Pro xy Form state the percentage of your voting rights or n umbe r of sh ares applicable to that form. If the appointments do not spec ify the percentage or number of votes that each proxy may exe rcise , each proxy may exercise half your votes. Fractions of votes will be disreg arded; and

Companies: w here the company has a Sole Director who is also the Sole Company Secreta ry, this form mu st be signed by that person. If the company (pursuant t o section 2 04A of the Corporations Act 2001) does not have a Company S ecret ary, 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.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

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