Metminco Regulatory News (MNC)

ABN 43 119 759 349

NOTICE OF EXTRAORDINARY GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

TO ASSIST SHAREHOLDERS IN THEIR CONSIDERATION OF RESOLUTIONS TO BE PUT AT THE

EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD AT

56 BERRY STREET, NORTH SYDNEY ON Tuesday, 24 March 2015 AT 10.00am

THIS DOCUMENT IS IMPORTANT

This Notice of Meeting and Explanatory Memorandum should be read in their entirety. If you do not understand these documents or are in any doubt as to how to deal with them, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately.

LEVEL 6, 122 WALKER ST, NORTH SYDNEY NSW 2060

Tel: +61 2 9460 1856

Fax: +61 2 9460 1857

Email: phil.killen@metminco.com.au

www.metminco.com.au

ABN 43 119 759 349

20 February 2015

Company Announcements Office

Australian Securities Exchange

20 Bridge Street

Sydney NSW 2000

Dear Sir

Please find enclosed the following documents in relation to an Extraordinary General Meeting of the Shareholders of Metminco Limited to be held at 10.00am on Tuesday, 24 March 2015.

(a) Notice of Extraordinary General Meeting (together with an Explanatory Memorandum); and

(b) Proxy Form (together with proxy instructions).

Yours sincerely

METMINCO LIMITED

Phil Killen

Company Secretary & Chief Financial Officer

Metminco Limited

ACN 119 759 349

(Company)

NOTICE OF EXTRAORDINARY GENERAL MEETING

and

Notice is hereby given that an Extraordinary General Meeting of the Shareholders of the Company will be held on Tuesday, 24 March 2015 at 10.00am AEDT.

An Explanatory Memorandum accompanies this Notice and provides additional information on the Resolutions proposed to be considered at the Meeting. The Explanatory Memorandum forms part of this Notice and should be read in conjunction with it. We refer Shareholders to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice and the Explanatory Memorandum.

AGENDA

To consider and, if thought fit, pass the following as ordinary resolutions of the Company:

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company determines that Shareholders recorded on the Company's register at 10:00 am (AEDT) on Sunday, 22 March 2015 (Record Date) will be entitled to attend and vote at the Meeting. If you are not a registered Shareholder at the Record Date, you will not be entitled to vote in respect of that Share.

If you cannot attend the Meeting in person, you are encouraged to sign and deliver the accompanying proxy form and return it in accordance with the instructions set out below.

APPOINTMENT OF PROXIES

A Shareholder entitled to attend and vote at the Annual General Meeting may appoint an individual or a body corporate as a proxy to attend the Meeting and, on a poll, vote on the Shareholder's behalf. A proxy need not be a Shareholder.

A Shareholder 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. The enclosed proxy form provides further details on proxies and lodging proxy forms.

Subject to the paragraphs above, if a Shareholder appoints the Chairman of the Meeting as the Shareholder's proxy and does not specify how the Chairman is to vote on a Resolution, the Chairman will vote, as proxy for that Shareholder, in favour of that Resolution on a poll.

For Shareholders registered on the Australian register, section 250B of the Corporations Act stipulates that the proxies must be delivered prior to 10:00 am (AEDT) on Sunday, 22 March 2015 to:

Metminco Limited

Link Market Services

Locked Bag A14

Sydney South NSW 1235

Australia

Voting Exclusions

Resolution 1: The Company will disregard any votes on Resolution 1 cast by or on behalf of any person who participated in the Bergen Placement or any associate of such a person.

Resolution 2: The Company will disregard any votes on Resolution 2 cast by or on behalf of any person who participated in the Firm Placement or any associate of such a person.

Resolution 3: The Company will disregard any votes on Resolution 3 cast by or on behalf of any person who is eligible to participate in the Conditional Placement or any person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, from the Conditional Placement if Resolution 3 is passed or any associate of such a person.

Resolution 4: The Company will disregard any votes on Resolution 4 cast by or on behalf of William Howe (or any associates of William Howe).

Resolution 5: The Company will disregard any votes on Resolution 5 cast by or on behalf of Timothy Read (or any associates of Timothy Read).

Resolution 6: The Company will disregard any votes on Resolution 6 cast by or on behalf of Francisco Vergara (or any associates of Francisco Vergara).

Resolution 7: The Company will disregard any votes on Resolution 7 cast by or on behalf of Phillip Wing (or any associates of Phillip Wing).

Resolution 8: The Company will disregard any votes on Resolution 8 cast by or on behalf of Roger Higgins (or any associates of Roger Higgins).

Resolution 9: The Company will disregard any votes on Resolution 9 cast by or on behalf of Stephen Tainton (or any associates of Stephen Tainton).

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or if 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.

QUESTIONS

If you have any questions about any matter contained in the Notice of Meeting, please contact the Company Secretary, Philip Killen, on 0408 609 916 or at phil.killen@metminco.com.au.

Dated: 20 February 2015

By order of the Board,

Philip Killen

Company Secretary

Metminco Limited

ACN 119 759 349

EXPLANATORY MEMORANDUM

IMPORTANT NOTICE

This Explanatory Memorandum is an explanation of, and contains information about, the Resolutions set out in the accompanying Notice, to assist Shareholders in determining how they wish to vote on the Resolutions.

This Explanatory Memorandum forms part of the accompanying Notice and should be read together with the Notice.

If you are in doubt about what to do in relation to the Resolutions, you should consult your financial or other professional advisor.

This Explanatory Memorandum is dated 20 February 2015.

Capitalised terms used in this Explanatory Memorandum have the meaning given to them in the Glossary attached to this Explanatory Memorandum.

FORWARD LOOKING STATEMENTS

All statements other than statements of historical fact included in this announcement including, without limitation, statements regarding future plans and objectives of Metminco are forward-looking statements. When used in this announcement, forward-looking statements can be identified by words such as ''anticipate", "believe", "could", "estimate", "expect", "future", "intend", "may", "opportunity", "plan", "potential", "project", "seek", "will" and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this announcement, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its directors and management of Metminco that could cause Metminco's actual results to differ materially from the results expressed or anticipated in these statements.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this announcement will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Metminco does not undertake to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this announcement, except where required by applicable law and stock exchange listing requirements.

PURPOSE OF THE MEETING

The Company is seeking Shareholder approval in accordance with applicable Listing Rules and the Corporations Act of the Resolutions as set out below.

Subject to approval by Shareholders of these Resolutions, the Company will raise funds to replenish its cash position as well as maintain its ability to issue up to its full placement capacity so that the Company retains financial flexibility to take advantage of commercial opportunities that may arise.

On 18 February 2015 the Company announced a non-renounceable pro-rata rights issue of one (1) new Share with attached Rights Issue Option for every 3.25 Shares held by Australian, United Kingdom and New Zealand Shareholders registered on the share register of Metminco ("Eligible Shareholders"), on the same terms as the Firm Placement, Conditional Placement and the Related Party Placement, to raise up to A$3million ("Rights Issue").

It is anticipated that the Rights Issue will be available to Eligible Shareholders on or about 4 March 2015 ("Rights Issue Record Date"). The Rights Issue Record Date is indicative only and the Company reserves the right, subject to the Corporations Act and the Listing Rules, to alter this date. A disclosure document for the Rights Issue will be lodged with ASIC and the ASX when the Rights Issue is offered.

The proceeds of the Firm Placement (Resolution 2), the Conditional Placement (Resolution 3) and the Related Party Placement (Resolutions 4 to 9) together with funds raised from the Rights Issue will be applied to expenditure related to the Company's objective of securing a near term cashflow asset, completion of the planned Preliminary Economic Assessment ("PEA") for a smaller, high grade starter operation at Los Calatos, securing mining access rights at Mollacas and working capital. The Company has been in advanced discussions with third parties in relation to a potential transaction for a near term cashflow asset. These discussions may or may not result in a transaction.

As previously announced, the Company has recently re-engaged with parties interested in the Los Calatos Project, but at this stage the likely outcome of these discussions is unknown.

The Company has recently implemented a major restructure which will reduce its overheads significantly, but retain its capacity to manage its key projects (Los Calatos and Mollacas) as well as to pursue merger and acquisition opportunities, particularly those located in South America in line with its stated objective of acquiring a near term cash flow asset.

ABOUT THE COMPANY

As at the date of this Notice of Meeting the Company has complied with the provisions of Chapter 2M Corporations Act as they apply to the Company and the Listing Rules, in particular its obligation with respect to continuous disclosure. A detailed overview of the Company and its projects is available on the Company's website .BUSINESS OF MEETING

RESOLUTION 1 - RATIFICATION OF THE BERGEN PLACEMENT

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 in respect of the Bergen Placement.

The Bergen Placement involved the issue of 105,973,000 new Shares ("Bergen Shares") and the issue of 5,000,000 Options ("Bergen Options") in accordance with a funding agreement entered into on 31 July 2014 between the Company and New York based Bergen Global Opportunity Fund, LP managed by Bergen Asset Management, LLC ("Bergen").

The Bergen Shares, which rank equally with existing Shares, were allotted and issued between 1 August 2014 and 8 December 2014 at an average subscription price of A$0.0132 per new Share to raise funds of approximately A$1.136 million in cash and in lieu of Bergen facility fees of approximately A$266,000. The Bergen Options, which were issued on 1 August 2014 in lieu of facility fees, are unlisted and exercisable at A$0.0302 per Share any time on or before 1 August 2017.

Listing Rule 7.1 prohibits (subject to certain exceptions) Metminco from issuing or agreeing to issue new securities representing more than 15% of issued Shares during any 12 month period following the issue of new securities, without Shareholder approval ("15% Restriction").

For the purposes of Listing Rule 7.1 the Bergen Shares and Bergen Options represent approximately 6.3%.

Listing Rule 7.4 provides that the Bergen Placement will be deemed to have been made with Shareholder approval as Listing Rule 7.1 was not breached at the time of the Bergen Placement if Shareholders subsequently approve the Bergen Placement.

By Shareholders ratifying the Bergen Placement, the Company is given flexibility to issue further securities up to the 15% limit over the next 12 month period. The Board believes that it is in the best interests of the Company to maintain the ability to issue up to its full placement capacity so that the Company retains financial flexibility and can take advantage of commercial opportunities that may arise.

Listing Rule 7.5 requires that the following information be provided to Shareholders in respect of Resolution 1 for the purposes of Listing Rule 7.4:

(a) The number of Bergen Shares: 105,973,000 new Shares

(b) Average Issue price: A$0.0132 per Bergen Share. Details of the issue are as follows.

(c) Terms of the Bergen Shares: The Bergen Shares rank equally with the existing Shares on issue;

(d) The number of Options : 5,000,000 Bergen Options 

(e) Option Exercise Price and Expiry Date: A$0.0302 per new Share on or before 1 August 2017;

(f) Terms of the Bergen Options: The Bergen Options are unlisted and have no voting rights;

(g) Allottees: The Bergen Shares and Bergen Options were issued to Bergen;

(h) Allotment date: The Bergen Shares were issued and allotted between 1 August 2014 and 8 December 2014 and the Bergen Options were issued on 1 August 2014;

(i) Use of funds raised: The proceeds from the Placement together with funds raised from the Rights Issue were applied to expenditure related to the Company's objective of securing a near term cashflow asset, re-logging work at Los Calatos in relation to identification of a high grade core, securing mining access rights at Mollacas, evaluation of near term cash opportunities and working capital; and

(j) Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 1 by any person who has participated in the Bergen Placement or any associate of such a person.

The Board unanimously recommends that eligible Shareholders vote in favour of Resolution 1.

RESOLUTION 2 - RATIFICATION OF THE FIRM PLACEMENT

The Firm Placement involved the issue of 75,335,7833 new Shares at an average issue price of A$0.006 (£0.003) per Share ("Firm Shares") and issue of 75,335,833 Firm Options to selected sophisticated and professional investors to raise approximately A$ 452,000 before costs.

The Firm Shares, which rank equally with existing Shares, were allotted and issued on 20 February 2015 together with the Firm Options.

Listing Rule 7.1 prohibits (subject to certain exceptions) Metminco from issuing or agreeing to issue new securities representing more than 15% of issued Shares during any 12 month period following the issue of new securities, without Shareholder approval (15% Restriction).

For the purposes of Listing Rule 7.1 the Firm Shares represent approximately 4.3% of the issued capital of the Company on an undiluted basis and together with the Firm Options represent approximately 8.6% on a fully diluted basis.

Listing Rule 7.4 provides that the Firm Placement will be deemed to have been made with Shareholder approval as Listing Rule 7.1 was not breached at the time of the Firm Placement if Shareholders subsequently approve the Firm Placement.

By Shareholders ratifying the Firm Placement, the Company is given flexibility to issue further securities up to the 15% limit over the next 12 month period. The Board believes that it is in the best interests of the Company to maintain the ability to issue up to its full placement capacity so that the Company retains financial flexibility and can take advantage of commercial opportunities that may arise.

Listing Rule 7.5 requires that the following information be provided to Shareholders in respect of Resolution 2 for the purposes of Listing Rule 7.4: 

(a) The number of Firm Shares: 75,335,833 new Shares;

(b) Average Issue price: A$0.006 (£0.003) per Share;

(c) Terms of the Firm Shares: The Firm Shares rank equally with the existing Shares on issue;

(d) Option Exercise Price and Expiry Date: A$0.006 (£0.003) per new Share expiring 20 May 2015;;

(e) Terms of the Firm Options: The Firm Options will be unlisted and have no voting rights;;

(f) Allottees: The Firm Shares and Firm Options were issued and allotted to selected sophisticated and professional investors who are not related parties of the Company; ;

(g) Allotment Date: The Firm Shares and the Firm Options were issued on 20 February 2015; ;

(h) Use of funds raised: The proceeds from the Placement together with funds raised from the Rights Issue will be applied to expenditure related to the Company's objective of securing a near term cashflow asset, completion of the planned Preliminary Economic Assessment ("PEA") for a smaller, high grade starter operation at Los Calatos, securing mining access rights at Mollacas and working capital; and,

(i) Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 2 by any person who has participated in the Firm Placement or any associate of such a person.

The Board unanimously recommends that eligible Shareholders vote in favour of Resolution 2.

RESOLUTION 3 - RATIFICATION OF THE CONDITIONAL PLACEMENT

Under Listing Rule 7.1, the prior approval of Shareholders is required in respect of the proposed Conditional Placement as the placement of the Conditional Shares and the Conditional Options will exceed the 15% Restriction.

Consequently, Resolution 3 seeks Shareholder approval for the proposed Conditional Placement. The Conditional Placement contemplates the allocation and issue of 49,480,318 new Shares at an issue price of A$0.006 (£0.003) per Share and 49,480,318 Conditional Options to selected sophisticated and professional investors to raise approximately A$250,000 before costs and in settlement of fees payable to RFC Ambrian in relation to the Placement of approximately A$47,000. Subject to Shareholder approval of this Resolution, RFC Ambrian will be issued 7,897,991 new Shares and 7,897,991 Conditional Options.

The Conditional Shares and Conditional Options will be allotted progressively and are anticipated to be issued by or before 27 March 2015, but in any event, no later than, 27 June 2015, and will rank equally with existing Shares. The Conditional Options will be issued progressively and are anticipated to be issued by or before 27 March 2015, but in any event, no later than 27 June 2015.

As Shareholder approval is only being sought under Listing Rule 7.1, the Conditional Shares and Conditional Options will not be issued to related parties of the Company (as defined in Listing Rule 10.11) including but not limited to Directorsand their spouses, entities controlled by Directors and controlling Shareholders of the Company.

For the purposes of Listing Rule 7.1 the Conditional Shares represent approximately 2.8% of the issued capital of the Company on an undiluted basis and together with the Conditional Options represent approximately 5.6% on a fully diluted basis.

Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 3 for the purposes of Listing Rule 7.1:

(a) The number of Conditional Shares: 49,480,318 new Shares;

(b) Issue price: A$0.006 (£0.003) per Share;

(c) Terms of the Conditional Shares: The Conditional Shares rank equally with the existing Shares on issue; 

(d)  Conditional Options: 49,480,318 new Options;

(e) Option Exercise Price and Expiry Date: A$0.006 (£0.003) per new Share expiring 3 calendar months after date of issue;

(f) Terms of the Conditional Options: The Conditional Options will be unlisted and have no voting rights; 

(g) Allottees: The Conditional Shares and Conditional Options will be issued and allotted to selected sophisticated and professional investors who are not related parties of the Company;

(h) Allotment Date: The Conditional Shares will be allotted progressively but, in any event, no later than 27 June 2015;

(i) Use or intended use of funds raised: The proceeds from the Placement together with funds raised from the Rights Issue will be applied to expenditure related to the Company's objective of securing a near term cashflow asset, completion of the planned Preliminary Economic Assessment ("PEA") for a smaller, high grade starter operation at Los Calatos, securing mining access rights at Mollacas and working capital; and,

(j) Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 3 by any person who is eligible to participate in the Conditional Placement or any person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder, from the Conditional Placement if Resolution 3 is passed or any associate of such a person. 

The Board unanimously recommends that eligible Shareholders vote in favour of Resolution 3.

RESOLUTION 4 to 9 - APPROVAL OF RELATED PARTY PLACEMENT

Resolutions 4 to 9 seek Shareholder approval for the issue of new Related Party Shares and Related Party Options to William Howe, Timothy Read, Francisco Vergara, Phillip Wing, Roger Higgins and Stephen Tainton on the same terms and conditions as the issue of Firm and Conditional Shares and Conditional Options, and the Rights Issue Offer announced 18 February 2015.

The relevant interest of each Director in the securities of the Company as at the date of this Explanatory Memorandum is detailed in the table below:

For the purposes of Listing Rule 7.1 the Related Party Shares represent approximately 3.1% of the issued capital of the Company on an undiluted basis and together with the Related Party Options represent approximately 6.2% on a fully diluted basis.

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 issue of the Related Party Shares and Related Party Options to the Related Parties will result in the issue of new Shares and new Options which constitutes giving a financial benefit to William Howe, Timothy Read, Francisco Vergara, Phillip Wing, Roger Higgins, Stephen Tainton and related parties of the Company by virtue of being a Director.

The Directors each consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Related Party Shares and Related Party Options because the Related Party Shares and Related Party Options will be issued on the same terms as the Firm Placement, the Conditional Placement and the Rights Issue as such the giving of the financial benefit is considered by each Director to be on arm's length terms.

Listing Rule 10.11 - Shareholder approval to issue securities

Listing Rule 10.11 requires Shareholder approval for the issue of the Related Party Shares and Related Party Options. Listing Rule 10.11 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company to a related party.

William Howe, Timothy Read, Francisco Vergara, Phillip Wing, Roger Higgins and Stephen Tainton, as Directors, are related parties of the Company and it is the view of the Directors that none of the exceptions contained in Listing Rule 10.12 apply. Therefore, Shareholder approval is required in accordance with Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of Related Party Shares and Related Party Options to William Howe, Timothy Read, Francisco Vergara, Phillip Wing, Roger Higgins and Stephen Tainton as approval is being obtained under ASX Listing Rule 10.11. Furthermore, Shareholder approval of the issue of Related Party Shares and Related Party Options means that this issue will not reduce the Company's 15% placement capacity pursuant to Listing Rule 7.1.

Specific Information Required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, information regarding Resolution 4 to 9 is provided as follows:

(a) Related Party Shares and Related Party Options will be issued to William Howe, Timothy Read, Francisco Vergara, Phillip Wing, Roger Higgins, Stephen Tainton and/or their respective nominees;

(b) Under Resolution 4 to 9 the Company seeks approval to issue 54,375,000 Related Party Shares and 54,375,000 Related Party Options;

(c) The Related Party Shares and Related Party Options will be issued no later than one month after the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

(d) The Related Party Shares to be issued under Resolution 4 to 9 will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

(e) The Related Party Shares will be issued at A$0.006 (£0.003) per Share (being the same as all new Shares issued under Resolution 2 and 3, and the Rights Issue announced 20 February 2015 and will raise approximately A$ 325,000 before costs; and

(f) The Option Exercise Price will be A$0.006 (£0.003) per new Share and exercisable on or before 3 calendar months following date of issue being the same terms as the Options issued under Resolution 2 and 3, and the Rights Issue announced 20 February 2015;

(g) The Related Party Options will be unlisted and have no voting rights; and,

(h) The proceeds from the Placement together with funds raised from the Rights Issue will be applied to expenditure related to the Company's objective of securing a near term cashflow asset, completion of the planned Preliminary Economic Assessment ("PEA") for a smaller, high grade starter operation at Los Calatos, securing mining access rights at Mollacas and working capital.

RESOLUTION 4 -RELATED PARTY PLACEMENT TO WILLIAM HOWE

Voting Exclusion

The Company will disregard any votes on Resolution 4 cast by or on behalf of William Howe (or any associates of William Howe). 

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.

The Board excluding William Howe unanimously recommends that eligible Shareholders vote in favour of Resolution 4.

RESOLUTION 5 -RELATED PARTY PLACEMENT TO TIMOTHY READ

Voting Exclusion

The Company will disregard any votes on Resolution 5 cast by or on behalf of Timothy Read (or any associates of Timothy Read).

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.

The Board excluding Timothy Read unanimously recommends that eligible Shareholders vote in favour of Resolution 5.

RESOLUTION 6 -RELATED PARTY PLACEMENT TO FRANCISCO VERGARA

Voting Exclusion

The Company will disregard any votes on Resolution 6 cast by or on behalf of Francisco Vergara (or any associates of Francisco Vergara).

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.

The Board excluding Francisco Vergara unanimously recommends that eligible Shareholders vote in favour of Resolution 6.

RESOLUTION 7 -RELATED PARTY PLACEMENT TO PHILLIP WING

Voting Exclusion

The Company will disregard any votes on Resolution 7 cast by or on behalf of Phillip Wing (or any associates of Phillip Wing). 

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.

The Board excluding Phillip Wing unanimously recommends that eligible Shareholders vote in favour of Resolution 7.

RESOLUTION 8 -RELATED PARTY PLACEMENT TO ROGER HIGGINS

Voting Exclusion

The Company will disregard any votes on Resolution 8 cast by or on behalf of Roger Higgins (or any associates of Roger Higgins).

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.

The Board excluding Roger Higgins unanimously recommends that eligible Shareholders vote in favour of Resolution 8.

RESOLUTION 9 -RELATED PARTY PLACEMENT TO STEPHEN TAINTON

Voting Exclusion

The Company will disregard any votes on Resolution 9 cast by or on behalf of Stephen Tainton (or any associates of Stephen Tainton).

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.

The Board excluding Stephen Tainton unanimously recommends that eligible Shareholders vote in favour of Resolution 9.

Dated: 20 February 2015

GLOSSARY

In this Explanatory Memorandum, the following terms have the following meanings unless the context requires otherwise: