Notice of General Meeting

and Explanatory Memorandum

Condor Metals Limited

ACN 128 512 907

Date: Friday, 25th May, 2012

Time: 10:00 am (Perth Time) Venue: Hyatt Regency

99 Adelaide Terrace

Perth, WA 6000

In this document you will find: Page No

A letter from the Chairman outlining the items of business at the General Meeting 2

A Notice of General Meeting 3

An Explanatory Memorandum containing an explanation of and information about 6 the proposed Resolutions

A Proxy Form Attached

IMPORTANT NOTICE: You need to complete and return the attached proxy form before 10am (Perth

Time) on Wednesday, 23rd May, 2012.

Condor Metals Limited

ACN 128 512 907

Dear Shareholder,
I am pleased to invite you to attend a General Meeting of Condor Metals Limited (Company) to be held at
10:00 am (Perth Time) on Friday, 25th May, 2012. The meeting will be held at the Hyatt Regency Hotel,
99 Adelaide Terrace, Perth, WA.
I enclose your Notice of Meeting, Explanatory Memorandum and Proxy Form.
The Notice of Meeting (including the Explanatory Memorandum) sets out the items of business for the
General Meeting. Please take the time to carefully read the whole document.
To help you understand what the Notice of Meeting contains, below is an outline of the items of business which are proposed for the General Meeting.
1 Ratification of placement of 24,500,000 CNK Shares to Sophisticated Investors
On 5thApril, 2012, the Company announced that it had completed a share placement to raise
$980,000 through the issue of 24.5 million shares at 4.0 cents per share to sophisticated investors. The Company wishes to ratify that placement and to retain the flexibility permitted by the ASX Listing Rules to issue up to 15% of its capital without the need to obtain prior Shareholder approval.
2. Change of Company Name
The Company recently acquired 97.37% of Inca Minerals Limited and its highly prospective Chanape and Moquegua projects in Peru, and is currently compulsorily acquiring the remaining 2.63%.
We have recently become aware of confusion amongst investors between your company, Condor Metals Limited (ASX: CNK) and Condor Blanco Mines Limited (ASX: CDB), a company with exploration projects in Chile. Previously, Condor Metals Limited only had Western Australian projects. In order to resolve the confusion that now exists, it is recommended that Condor Metals Limited change its name to Inca Minerals Limited.
For fuller information, please study the attached Explanatory Memorandum.
If you prefer to vote in person on the above items of business, you are invited to attend the General Meeting in person or, if you choose not to attend, you can appoint a proxy to vote on your behalf. If appointing a proxy, the enclosed Proxy Form needs to be completed and returned to the Company (see
Proxy Form for details), no later than 10.00am (Perth time) on Wednesday, 23rd May, 2012. You may
choose to direct your proxy how to vote on each item of business, or appoint the Chairman to vote on your behalf.
If you have any queries in relation to the items of business, please contact the Managing Director, Ross
Brown, on (08) 9225 5544.
Yours sincerely,
Laurence Freedman AM Chairman
20th April, 2012

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Notice of General Meeting

NOTICE IS GIVEN that a General Meeting of Shareholders of Condor Metals Limited ACN 128 512 907 (Company) will be held at 10:00 am on Friday, 25th May 2012 at the Hyatt Regency, 99 Adelaide Terrace, Perth, WA.
The Explanatory Memorandum accompanying this Notice of Meeting is incorporated in and forms part of this Notice of Meeting.

Agenda

Business
Item 1. Ratification of placement of 24,500,000 CNK Shares to Sophisticated Investors
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 24,500,000 CNK Shares, details of which are set out in the Explanatory Memorandum accompanying this Notice of Meeting."
Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any associate of that person.
However, the Company need not disregard a vote on Resolution 1 if:
• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy details.
Item 2. Approval of Change of Name
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That the name of the Company be changed to INCA MINERALS LIMITED."
All Shareholders are entitled to vote on Resolution 2.
By Order of the Board
Robert Schuitema
Company Secretary
20th April, 2012

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Voting and Proxies

1. Determination of Shareholding and Voting Entitlement
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the CNK Shares will be taken, for the purpose of determining those persons entitled to attend and vote at the General Meeting, to be held by the persons who are registered as holding them as
at 7.00 pm (Perth time) on Wednesday, 23rd May, 2012.
Accordingly, transactions registered after that time will be disregarded when determining entitlements to attend and vote at the General Meeting.
2. Votes of Members
On a show of hands, each Shareholder present in person or by proxy or attorney or, in the case of a body corporate, by a representative at the General Meeting will have one vote. On a poll, every Shareholder present in person or by proxy or attorney or, in the case of a body corporate, by a representative will have one vote for each CNK Share held by him or her.
3. Important voting information
The Company encourages all Shareholders who submit proxies to direct their proxy how to vote on the
Resolutions.
The Chairman of the General Meeting intends to vote all undirected proxies in favour of each Resolution.
4. Proxies
A Shareholder who is entitled to attend and vote at the General Meeting is entitled to appoint a proxy to attend and vote on behalf of the Shareholder.
Where the Shareholder is entitled to cast 2 or more votes, the Shareholder may appoint 2 proxies and may specify the proportion or the number of votes each proxy is appointed to exercise.
If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions).
A proxy need not be a Shareholder of the Company.
A Proxy Form accompanies this Notice of Meeting. The Proxy Form contains important information and other instructions which you should read carefully.
Any instrument of proxy deposited or received by the Company in which the name of the appointee is not filled in will be deemed to be given in favour of the Chairman of the meeting to which it relates.
Proxies given by corporate Shareholders must be executed in accordance with their constitutions or signed by a duly authorised officer or attorney.
To be effective, the instrument appointing a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of the power or authority) must be received by the Company not less than 48 hours prior to the General Meeting, that is, by 10:00 am (Perth time) on Wednesday, 23rd May
2012:
• by mail to the Company's mailing address: PO Box 2567, Perth, WA, 6001;
• by delivery to the Company's registered office, being Ground Floor, 12 St Georges Terrace, Perth, WA, 6000; or
• by facsimile on (08) 9225 5533.

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4. Bodies Corporate
A Shareholder which is a body corporate and which is entitled to attend and vote at a meeting of Shareholders of the Company may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at the meeting or in the capacity of the Shareholder's proxy. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on that body corporate's behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution. The representative must present satisfactory evidence that he or she is authorised to act as the company's representative prior to admission to the meeting.

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Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders of Condor Metals Limited ACN 128 512 907 (Company) in connection with the business to be considered at the General Meeting to be held at 10:00 am (Perth time) on Friday, 25th May 2012 at the Hyatt Regency, 99 Adelaide Terrace, Perth, WA.
This Explanatory Memorandum is incorporated in, and forms part of, the accompanying Notice of
Meeting.
The purpose of this Explanatory Memorandum is to provide Shareholders with information relevant to the
Resolutions to be put to Shareholders at the General Meeting.
Terms and expressions used in this Explanatory Memorandum, the Notice of Meeting and the Proxy Form have the meaning given to them in the 'Definitions' section located at the end of this Explanatory Memorandum.
Details of the items of business to be considered at the General Meeting are set out below.
Your Directors recommend that Shareholders carefully read this Explanatory Memorandum in full before making any decision in relation to the Resolutions. If Shareholders are in any doubt about what to do, they should consult their legal, financial or other professional adviser.
Resolution 1: Ratification of placement of CNK Shares to Sophisticated Investors
1. ASX Listing Rules 7.1 and 7.4
Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities that a listed company may issue or agree to issue without shareholder approval in any 12 month period to 15% of its issued ordinary shares.
ASX Listing Rule 7.4 effectively sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting approves the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1. Consequently, issues of shares subsequently ratified by shareholders in general meeting under ASX Listing Rule 7.4 are not included in the 15% limit on the number of shares which can be issued by a listed company without shareholder approval in any 12 month period.
2. Issue of CNK Shares
As previously announced to ASX, on 5th April, 2012, the Company successfully completed a share placement to sophisticated investors to raise $980,000 through the issue of 24.5 million CNK Shares of 4.0 cents per share.
The funds raised through that share placement are intended to be utilised towards the forward exploration program at the Company's newly acquired Peruvian projects.
The CNK Shares, the subject of the share placement were issued on 11th April, 2012.
At the time of their issue, the CNK Shares placed by the Company represented approximately 14.9% of the issued capital of the Company. Prior Shareholder approval was not required for the issue of those shares.

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3. Resolution 1
Resolution 1 requests Shareholders to approve, for the purposes of ASX Listing Rule 7.4, the placement of 24.5 million CNK Shares.
By approving that share placement pursuant to ASX Listing Rule 7.4, the Company will retain the flexibility to issue new CNK Shares and other securities in the future up to the 15% annual limit set out in ASX Listing Rule 7.1 (without the need to obtain prior shareholder approval).
Resolution 1 is proposed as an ordinary resolution and will be passed if more than 50% of the votes cast by Shareholders are in favour of that Resolution.
4. Information required for shareholder ratification
Under ASX Listing Rule 7.5, the Company is required to provide the following information in relation to Resolution 1:
(1) The total number of securities issued was 24.5 million CNK Shares. (2) Those CNK Shares were issued at 4.0 cents per share.
(3) The CNK Shares issued are fully paid and rank equally with existing CNK Shares on issue. The
CNK Shares were payable in full on allotment.
(4) The allottees of those CNK Shares were sophisticated investors nominated by Element Capital, a Perth based capital markets advisory company. Element Capital and the Company made presentations during the period 26th March to 3rd April 2012 to brokers, fund managers and
sophisticated investors in Perth and Sydney
(5) The Company intends to use the funds as part of the Company's forward exploration program at the Company's Peruvian projects.
5. What will happen if Resolution 1 is not approved?
If Resolution 1 is not approved by Shareholders, the Company will lose the flexibility to make further placements of its securities without Shareholder approval in the next 12 months up to the 15% limit set out in ASX Listing Rule 7.1.
Your Directors consider that this would impinge upon the ability of the Company to expeditiously take advantage of future investment or project opportunities, should they emerge or raise additional working capital, should it be required.
6. Board's recommendation
Your Directors unanimously recommend that Shareholders vote in favour of Resolution 1.
Resolution 2: Change of Name
1. Resolution 2
Your Directors propose that the Company change its name to Inca Minerals Limited.
In order to resolve confusion on the ASX with the name of your Company and Condor Blanco Mines Limited, both companies having projects in South America, your Directors propose a change of company name to Inca Minerals Limited. Your Directors believe that this new name, following the Company's acquisition of the Chanape and Moquegua projects in Peru more accurately reflects the focus of the Company's future diversified operations. While the Company will retain its most promising Western Australian projects, a significant part of its future exploration and mining operations will now be directed towards the newly acquired Peruvian projects.

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The likelihood of confusion by investors between the two companies has been raised by a number of investors. Fears are held that orders to buy or sell shares in one company could be confused with the other. This could lead to potential losses and legal actions. Your Directors consider that these concerns are well founded and recommend that you vote in favour of the name change.
If Resolution 2 is not approved by Shareholders, the Company will retain its current name.
2. Special Resolution
Section 157(1) of the Corporations Act requires a company to pass a special resolution at a general meeting of shareholders to adopt a new name. A special resolution is a resolution that must be passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution.
All Shareholders are entitled to vote on Resolution 2.
3. Board's recommendation
Your Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

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Definitions

Unless the context requires otherwise, the following terms and expressions shall have the following meanings in this Explanatory Memorandum, the Notice of Meeting and the Proxy Form:

(1) ASX means ASX Limited ACN 008 624 691 or, as the context requires, the market operated by it.

(2) ASX Listing Rules means the listing rules of ASX as amended or waived.

(3) Board means the board of Directors of the Company.

(4) CNK Shares means fully paid ordinary shares in the capital of the Company quoted on the ASX

under the code "CNK".

(5) Company means Condor Metals Limited ACN 128 512 907.

(6) Corporations Act means Corporations Act 2001 (Cth).

(7) Directors means the directors of the Company from time to time.

(8) Element Capital means Element Capital Pty Limited ACN 123 870 762

(9) Explanatory Memorandum means this Explanatory Memorandum which accompanies, and is part of, the Notice of Meeting.

(10) General Meeting means the General Meeting of the Company convened by the Notice of

Meeting.
(11) Notice of Meeting means the Notice of General Meeting dated 23rd April, 2012 accompanying this Explanatory Memorandum.

(12) Proxy Form means the proxy form accompanying this Explanatory Memorandum.

(13) Resolutions means the resolutions set out in the Notice of Meeting.

(14) Shareholder means a person or entity entered in the Company's register of members from time to time as the holder of CNK Shares.

All references to time in the Notice of Meeting are to Perth time.
Words importing the singular include the plural and vice versa. A reference to gender is a reference to all genders.

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Shareholder Proxy Form

Condor Metals Limited, 12 St Georges Terrace, Perth, WA, 6000

Please post all Proxies to PO Box 2567, Perth, WA 6001.

I/We ............................................................................................................................................................................................... of ................................................................................................................................................................................................... appoint ................................................................................................................................................................................................ or in his/her absence ...................................................................................................................................................................... of ...................................................................................................................................................................................................

or, if no person is named above or is absent, the Chairman of the meeting, as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at 10:00 am (Perth Time) on Friday, 25th May 2012 and at any adjournment of that meeting.

Important Notes: If you appoint a proxy, we encourage you to direct your proxy how to vote on each Resolution. The Chairman of the meeting intends to vote all undirected proxies in favour of each Resolution.

Note: If appointing a second proxy please state the number of CNK Shares or the percentage of voting rights applicable to this

Proxy Form.

Number of shares OR %

I/We direct my/our proxy to vote in respect of the Resolutions to be considered as indicated with an "X" below, and to vote or abstain in respect of any procedural resolution as my/our proxy thinks fit.

FOR AGAINST ABSTAIN*

Resolution 1: Ratification of placement

Resolution 2: Change of name

If no direction is given above, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of the Resolution to be considered by the meeting and any adjournment of the meeting.

*If you mark the Abstain box for a particular Resolution, 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.

Individual or Shareholder 1 Shareholder 2 Shareholder 3

Individual/Sole Director or Sole

Company Secretary Director Director/Company Secretary

Date:

This form should be signed by the Shareholder. If a joint holding, all Shareholders must sign. If signed by the Shareholder's attorney, the power of attorney must have been previously lodged with the Company 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.

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Instructions for completing this Proxy Form

Appointment of proxy
Insert the name of your proxy, if your proxy is someone other than the Chairman of the General Meeting. If you leave the appointment section of this Proxy Form blank or your named proxy is unable to attend, the Chairman of the General Meeting for the time being will be your proxy to vote your CNK Shares. Your proxy need not be a Shareholder of the Company.
You may appoint one or 2 proxies to attend and vote at the General Meeting on your behalf. If you appoint 2 proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes in which case any fraction of votes will be disregarded. Where a Shareholder appoints more than one proxy, neither proxy is entitled to vote on a show of hands. If you require an additional Proxy Form, the Company will supply it on request.
Voting directions to your proxy
You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your CNK 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 (subject to any voting exclusion) 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.
Signature(s)
You must sign this form in the spaces provided as follows:

• Individual Holding: The Shareholder must sign in the box.

• Joint Holding: If CNK Shares are held in joint names, all Shareholders must sign in the boxes.

• Attorney: If you are signing as an Attorney, the Power of Attorney must have already been lodged with the Company or, alternatively, a certified copy of it must accompany this Proxy Form.

• Companies: Only duly authorised officer(s) can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory, i.e. Director and Director, or Company Secretary and Director, or Sole Director

and Sole Company Secretary.
Lodgement of Proxy
The Proxy Form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company not less than 48 hours before the time for holding the General Meeting that is, by 10:00 am (Perth Time) on Wednesday, 23rd May 2012. Proxy Forms and
accompanying documents may be sent to the Company by:

• Delivery to Ground Floor, 12 St Georges Terrace, Perth, WA 6000;

• Mail to PO Box 2567, Perth, WA 6001; or

• Facsimile to (08) 9225 5533.

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