Zamia Metals : ZGM Notice of Annual General Meeting 29 November 2016

Zamia Metals Limited‌ ACN120348683

Notice of Annual General Meeting and Explanatory Memorandum

Date: Tuesday 29 November 2016 Time: 3.00 pm (AEDT) Place: Hall Chadwick Level 40, 2 Park Street Sydney NSW 2000

THIS DOCUMENT IS IMPORTANT This Notice of Meeting and Explanatory Memorandum should be read in its entirety. If you do not understand this document or are in any doubt as to how to deal with it, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately.

Chairman's Letter to Shareholders

21 October 2016

Dear Shareholder

Suite 60, Level 6 Tower Building

Chatswood Village 47-53 Neridah Street

Chatswood NSW 2067

T: + 61 2 8223 3744

F: + 61 2 8223 3799

E: [e-mail]

www.zamia.com.au

I am pleased to enclose with this letter the Notice of Meeting for the tenth Annual General Meeting (AGM) of Zamia Metals Limited. The Notice of Meeting includes an Explanatory Memorandum.

The meeting will commence at 3.00pm (AEDT) on 29 November 2016 at the offices of Hall Chadwick, Level 40, 2 Park Street, Sydney.

The business of the meeting is to consider:

• the Company's Financial Statements and Reports for year ended 30 June 2016

• for approval, the Remuneration Report for the year ended 30 June 2016

• the re-election of Directors, Mr Andrew Skinner and Dr Ken Maiden

• ratification of prior issue of shares

I recommend that you read the attached documents in their entirety and record your vote in favour of all resolutions on which you are entitled to record a vote. Alternatively, we would welcome your attendance at the AGM to participate in the voting on the resolutions and to have the opportunity to raise questions at the meeting.

I also enclose with this Notice of Meeting a copy of our recent ASX Release, "Acquisition of Coal Mining Business & Capital Raising", (this can also be found on our website). A separate Notice of Meeting with a complete Explanatory Memorandum will be sent to all shareholders as soon as completed and all regulatory approvals obtained. The binding share sale and purchase agreement (subject to conditions) for all of the issued capital in Kirkham International Pte Limited (Kirkham), that owns, via subsidiaries, a mining permit for a coal mine on the island of Central Kalimantan, Indonesia, will allow the combined group to commence mining operations with the anticipation of positive cash flow in the first quarter of 2017.

The Company has also raised $250,000 in a debt facility which will be converted into ordinary shares (subject to various conditions) that will provide working capital to be used primarily to meet costs related to the transaction with Kirkham. The recent increase in the coking coal price reinforces the attraction of this transaction for all shareholders.

Please do not hesitate to contact our Company Secretary or me if you have any questions. Yours sincerely

Andrew Skinner

Chairman

Notice of Annual General Meeting Notice is given that an Annual General Meeting of the Shareholders of Zamia Metals Limited (Zamia or Company) will be held to conduct the business specified below: Location: Hall Chadwick, Level 40, 2 Park Street, Sydney NSW 2000 Date: Tuesday 29 November 2016 Time: 3.00 pm (AEDT)

The Explanatory Memorandum accompanying this Notice provides additional information on matters to be considered at the Annual General 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

1. Financial Statements and Reports

   To receive and consider the Financial Report, the Directors' Report and Auditor's Report for the year ended 30 June 2016.

   The Company's Financial Report, Directors' Report and Auditor's Report contained in the Report to Shareholders are placed before the Meeting, providing Shareholders an opportunity to discuss those documents and ask questions, though there is no requirement that Shareholders approve these reports. The auditor will be attending the Annual General Meeting and will be available to answer any questions relevant to the conduct of the audit and the preparation and content of the Auditor's Report.

2. Resolutions

   To consider, and if thought fit, to pass the following Resolutions as ordinary resolutions:

3. Adopt the Remuneration Report for the year ended 30 June 2016

   "That the Remuneration Report for the year ended 30 June 2016 be adopted."

   Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

   Voting Exclusion Statement

   The Company will disregard any votes cast on Resolution 1 by, or on behalf of:

   • a member of the KMP (Key Management Personnel); and

   • their Closely Related Parties, unless the vote is cast:

   • as a proxy for a person entitled to vote in accordance with a direction on the proxy form; or

   • by the person chairing the Meeting as proxy for a person who is entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

4. Re-election of Andrew Skinner as Director

   "That, for the purposes of clause 75.1(b) of the Constitution, Listing Rule 14.4 and for all other purposes, Andrew Skinner, a Director appointed on 1 August 2006, retires and, being eligible, is re-elected as a Director."

5. Re-election of Ken Maiden as a Director

   "That, for the purposes of clause 75.1(b) of the Constitution, Listing Rule 14.4 and for all other purposes, Ken Maiden, a Director appointed on 21 May 2007, retires and, being eligible, is re-elected as a Director."

6. Ratification of prior issue of Shares and Options

   To consider, and if thought fit, pass the following resolution as an ordinary resolution:

   "That for the purposes of Listing Rule 7.4 of the Listing Rules of the Australian Securities Exchange Limited and for all other purposes, approval is given for the issue of 42,100,000 fully paid ordinary shares and 21,050,000 options in the capital of the Company to Sophisticated Investors, made on 1 March 2016 and 17 March 2016."

   Voting Exclusion Statement

   The Company will disregard any votes cast on Resolution 4 by a person who participated in the issue.

   The Company will also disregard any votes cast on Resolution 4 by an associate of that person (or those persons).

   However, the Company need not disregard a vote 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 decides.

7. Dated:

   By order of the Board

   John Stone Company Secretary