Consolidated Zinc : Notice of General Meeting/Proxy Form

Microsoft Word - Notice of meeting 19 05 16 (ASX version) CONSOLIDATED ZINC LIMITED

ACN 118 554 359

NOTICE OF GENERAL MEETING The General Meeting of the Company will be held at Level 1, 35 Havelock Street, West Perth, Western Australia on Monday 27 June 2016 at 9.00 am (WST).

This Notice of 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 GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Consolidated Zinc Limited (Company) will be held at Level 1, 35 Havelock Street, West Perth, Western Australia on Monday 27 June at

9.00 am (WST) (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 Saturday 25 June at 9.00 am (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 15.

AGENDA

1. Resolution 1 - Ratification of March Placement

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

   "That, for the purposes of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 1,000,000 Shares (March Placement Shares) each at an issue price of $0.045 and 500,000 Placement Options (March Placement Options) each exercisable at $0.06 on or before 31 December 2018 on the terms and conditions set out in the Explanatory Memorandum."

   Voting Exclusion

   The Company will disregard any votes cast on this Resolution by Shayden Nominees and any of its associates.

   However, the Company will not disregard a vote if:

2. 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

3. 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.

4. Resolution 2 - Ratification of Tranche 1 Placement

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

   "That, for the purposes of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 35,000,000 Shares (Tranche 1 Placement Shares)

   each at an issue price of $0.04 on the terms and conditions set out in the Explanatory Memorandum."

   Voting Exclusion

   The Company will disregard any votes cast on this Resolution by a person who participated in the Tranche 1 Placement and any of their associates.

   However, the Company will not disregard a vote if:

5. 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

6. 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 3 - Authority to grant Placement Options to Tranche 1 Placement Participants

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

   "That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 17,500,000 Placement Options (Tranche 1 Placement Options) each exercisable at $0.06 on or before 31 December 2018 on the terms and conditions set out 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 the Tranche 1 Placement Options and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons.

   However, the Company will not disregard a vote if:

8. 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

9. 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 4 - Authority to issue Tranche 2 Placement Securities

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

    "That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 127,500,000 Shares (Tranche 2 Placement Shares) each at an issue price of $0.04 and 63,750,000 Placement Options (Tranche 2 Placement Options) each exercisable at $0.06 on or before 31 December 2018 on the terms and conditions set out in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by a person who may participate in the Tranche 2 Placement and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons.

    However, the Company will not disregard a vote if:

11. 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

12. 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.

13. Resolution 5 - Authority for Mr Stephen Copulos to participate in Tranche 2 Placement

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

    "That, subject to Resolution 2 being passed, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise Mr Stephen Copulos (and/or his nominees) to participate in the Tranche 2 Placement by subscribing for up to 24,450,000 Tranche 2 Placement Shares (Copulos Tranche 2 Placement Shares) each at an issue price of

    $0.04 and 12,225,000 Placement Options (Copulos Tranche 2 Placement Options) each exercisable at $0.06 on or before 31 December 2018 on the terms and conditions set out in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by Mr Stephen Copulos and his nominees and any associates of those persons.

    However, the Company will not disregard a vote if:

14. 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

15. 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.

16. Resolution 6 - Authority to grant Adviser Options

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to grant up to 36,000,000 Placement Options (Adviser Options) to the Advisors (or their nominees) on the terms and conditions set out in the Explanatory Memorandum."