Metallica Minerals : Annual General Meeting and Proxy Form

Notice of Annual General Meeting and Explanatory Memorandum

Metallica Minerals Limited ACN 076 696 092

Date of Meeting: 20 November 2017

Time of Meeting: 11.30 am (Brisbane time) Place of Meeting: HopgoodGanim Lawyers

Level 7

Waterfront Place 1 Eagle Street

Brisbane, Queensland

Notice is hereby given that the Annual General Meeting of shareholders of Metallica Minerals Limited ACN 076 696 092 (Metallica or Company) will be held at the offices of HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street, Brisbane on Monday 20 November 2017, commencing at 11.30 am (Brisbane time).

Terms used in this Notice of Meeting are defined in Section 11 of the accompanying Explanatory Memorandum.

Agenda

1. Ordinary business Audited Financial Statements

   For the purposes of section 317 of the Corporations Act and for all other purposes, to receive, consider and discuss the Company's 2017 Annual Report comprising the:

2. financial report;

3. Directors' report; and

4. auditors' report,

   for the financial year ended 30 June 2017, (Audited Financial Statements) which were released to the ASX on 22 September 2017.

   No voting is required for this item.

5. Resolution 1: Remuneration Report

   To consider and, if thought fit, pass the following advisory Resolution:

   "That the Company's remuneration report for the year ended 30 June 2017 (Remuneration Report) be adopted".

   The vote on this Resolution 1 is advisory only and does not bind the Directors of the Company.

   Voting Restriction pursuant to Section 250R(4) of the Corporations Act

   A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

6. a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report;

7. a Closely Related Party of such a member.

8. However, the above persons may cast a vote on Resolution 1 if:

9. the person does so as a proxy; and

10. the vote is not cast on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related

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    Party of such a member; and

    (c) either:

    the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

    the voter is the chair of the meeting and the appointment of the chair as proxy: does not specify the way the proxy is to vote on the resolution; and

    expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

    Voting Intention of Chair

    Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act.

12. Resolution 2: Re-election of Peter Turnbull as a director

    To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

    "That in accordance with article 15.3 of the current Constitution of the Company and for the purposes of Listing Rule 14.5 and for all other purposes, Mr Peter Turnbull, having been appointed as a Director to fill a casual vacancy holds office until the conclusion of the Company's next Annual General Meeting and being eligible offers himself for re-election, as a Director of the Company".

13. Resolution 3: Re-election of Steven Boulton as a director

    To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

    "That in accordance with article 15.3 of the current Constitution of the Company and for the purposes of Listing Rule 14.5 and for all other purposes, Mr Steven Boulton, having been appointed as a Director to fill a casual vacancy holds office until the conclusion of the Company's next Annual General Meeting and being eligible offers himself for re-election, as a Director of the Company".

14. Resolution 4: Re-election of Wang Roubing as a director

    To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

    "That in accordance with article 15.3 of the current Constitution of the Company and for the purposes of Listing Rule 14.5 and for all other purposes, Mr Wang Roubing, having been appointed as a Director to fill a casual vacancy holds office until the conclusion of the Company's next Annual General Meeting and being eligible offers himself for re-election, as a Director of the Company".

15. Resolution 5: Ratification of previous issue of Securities

    To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

    "That in accordance with the provisions of Listing Rule 7.4, and for all other purposes, the Shareholders ratify the previous issue of securities in the Company to the person(s) listed and on such terms set out in Section 5 of the Explanatory Memorandum accompanying this Notice of Meeting (Placee(s))."

    Voting exclusion statement

    The Company will disregard any votes cast on this Resolution by:

16. the Placee(s); and

17. any Associate of the Placee(s).

18. However, the Company need not disregard a vote if:

19. 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

20. it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

21. Special Business
22. Resolution 6: Approval for the Company to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

23. To consider and, if thought fit, to pass the following resolution with or without amendment, as a Special Resolution:

    "That, pursuant to and in accordance with Listing Rule 7.1A, and for all other purposes, the Shareholders approve the issue of Securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12 month period from the date of this Annual General Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Memorandum (10% Securities)."

    Voting exclusion statement

    The Company will disregard any votes cast on this Special Resolution by:

    (a) a person who may participate in the proposed issue of the 10% Securities and a person who might obtain a benefit, except a benefit solely in their capacity as a holder of Shares, if the resolution is passed; and

    (b)

    an Associate of those persons.

    However, the Company need not disregard a vote if:

    (a) 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

    (b)

    it is cast by the person chairing the Meeting as proxy for a person who is

    entitled to vote, in accordance with the direction on the proxy form to vote as