MINERAL DEPOSITS LIMITED 
By Mineral Deposits
Notice of General Meeting
Notice is hereby given that a general meeting ("General Meeting") of shareholders ("Shareholders") of Mineral Deposits Limited ("MDL" or the "Company") will be held on Tuesday, 28 January 2014 at 10.30am (Melbourne time) at the office of Minter Ellison, Level 23,
525 Collins Street, Melbourne, Victoria, Australia.
The explanatory notes ("Explanatory Notes") that accompany and form part of this Notice of General Meeting
("Notice") describe the various matters to be considered.
Business
Resolution 1: Ratification of Issue of Shares - Tranche 1 of Placement
To consider and, if thought fit, pass the following ordinary resolution:
'THAT, pursuant to and for the purposes of ASX listing Rule 7.4 and for all other purposes, the issue of 12,500,000 fully paid ordinary shares ("Shares") in MDL at an issue price of $2.00 per Share, as more fully described in the Explanatory Notes, be approved.'
Voting Exclusion Statement
Voting exclusions apply to Resolution 1. Please see paragraph 6.1 of the Explanatory Notes.
Resolution 2: Approval for Completion of Issue of Shares - Tranche 2 of Placement
To consider and, if thought fit, pass the following ordinary resolution:
'THAT, pursuant to and for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue of up to 7,500,000
Shares at an issue price of $2.00 per Share, as more fully described in the Explanatory Notes, be approved.'
Voting exclusion statement
Voting exclusions apply to Resolution 2. Please see paragraph 6.2 of the Explanatory Notes.
Resolution 3: Approval of Director Participation in Tranche 2 of Placement
To consider and, if thought fit, pass the following ordinary resolution:
'THAT, conditional on Resolution 2 being passed, pursuant to and for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of up to 100,000 Shares at an issue price of $2.00 per Share to Mr Nicholas Limb (or his nominee), as part of the Tranche 2 Placement, as more fully described in the Explanatory Notes, be approved.'
Voting exclusion statement
Voting exclusions apply to Resolution 3. Please see paragraph 6.3 of the Explanatory Notes.
By order of the board of directors ("Directors")
24 December 2013
Michaela Evans
Company Secretary
Mineral Deposits Limited ABN 19 064 377 420 Page 1
Mineral Deposits
Explanatory Notes
1. Introduction
These Explanatory Notes have been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting of the Company to be held at 10.30am (Melbourne time) on Tuesday,
28 January 2014 at Minter Ellison, Level 23, 525 Collins Street, Melbourne, Victoria, Australia. These Explanatory
Notes form part of the Notice and should be read together with that Notice.
2. Background
On 13 December 2013 the Company announced that it was undertaking an equity placement of 20 million fully paid ordinary shares ("Shares") at $2.00 per Share to raise $40 million ("Placement").
The Placement was offered primarily to existing institutional Shareholders of the Company. The Placement is being undertaken in two tranches:
• Tranche 1: comprising 12.5 million Shares issued on 20 December 2013 under the Company's 15% placement
capacity pursuant to ASX Listing Rule 7.1, raising $25 million ("Tranche 1 Placement"); and
• Tranche 2: comprising 7.5 million Shares subject to Shareholder approval being obtained at this General Meeting under ASX Listing Rule 7.1 to raise $15 million ("Tranche 2 Placement").
Proceeds from the Placement will be used to fund MDL's share of potential equity contributions to TiZir Limited ("TiZir") to assist with construction completion of the Grande Côte Mineral Sands Project ("Grande Côte") and, more particularly, operational working capital requirements of Grande Côte.
The purpose of Resolution 1, being the ratification of the Shares issued under the Tranche 1 Placement, is to refresh the ability of the Company to issue up to 15% of the Company's issued capital in the next 12 month period without seeking further Shareholder approval. Whilst no decision has been made to undertake any further issue of securities, the Directors believe it prudent to retain the flexibility to make an issue should they consider it to be in the best interests of the Company to do so.
As the number of Shares to be issued under the Tranche 2 Placement exceeds the 15% limit set out under ASX Listing
Rule 7.1, the issue of these Shares is subject to Shareholder approval. Resolution 2 seeks this approval.
Settlement of the Tranche 2 Placement is expected to occur as soon as practicable, and no later than one month from the date of the General Meeting should Resolution 2 be approved.
Resolution 3 is to approve the issue of 100,000 Shares as part of the Tranche 2 Placement to Nicholas Limb (and/or his nominee) as, being Executive Chairman, Nicholas Limb (and/or his nominee) is a related party of the Company.
Further information in relation to the Placement is provided with the relevant Resolution in these Explanatory Notes.
3. Resolution 1: Ratification of Issue of Shares - Tranche 1 Placement
ASX Listing Rule 7.1 imposes a limit on the number of equity securities (including fully paid ordinary shares) that a company can issue or agree to issue without shareholder approval. Generally, a company may not, without shareholder approval, issue in any 12 month period a number of equity securities which is more than 15% of the number of fully paid ordinary shares on issue 12 months before the issue.
The Tranche 1 Placement was issued within MDL's available placement capacity under ASX Listing Rule 7.1 and, as such, was conducted without Shareholder approval.
The number of equity securities that may be issued by a company under ASX Listing Rule 7.1 without shareholder approval is not impacted by equity securities which are issued under an exception contained in ASX Listing Rule 7.2 or which have received shareholder approval.
Mineral Deposits Limited ABN 19 064 377 420 Page 2
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Explanatory Notes
Listing Rule 7.4 has the effect that an issue by the Company of Shares made without Shareholder approval under ASX Listing Rule 7.1 is treated as having been made with approval, if the issue did not breach ASX Listing Rule 7.1 when made and Shareholders subsequently ratify the previous issue of Shares.
The approval of Shareholders is being sought to provide the Company with the maximum flexibility to undertake equity raisings without the need for further Shareholder approval. The requirement to obtain Shareholder approval
for an issue, at the time of issue, could limit the Company's ability to take advantage of opportunities that may arise to raise equity capital. It should be noted that, notwithstanding an approval by Shareholders of the proposed
Resolution 1, any future equity raisings will remain subject to the 15% limit set out in ASX Listing Rule 7.1.
No decision has been made by the Directors to undertake any further issue of equity securities in the event that approval of Resolution 1 is received from Shareholders. The Directors will only decide to issue further equity
securities if they consider it is in the best interests of the Company to do so. This may depend on, among other things,
the capital position of the Company and relevant market conditions.
ASX Listing Rule 7.5 requires the following information to be provided to Shareholders for the purpose of seeking approval under ASX Listing Rule 7.4:
(a) Resolution 1 has been included so that Shareholders may approve and ratify pursuant to ASX Listing Rule 7.4 the issue of a total of 12,500,000 Shares;
(b) the Shares were issued at $2.00 per Share;
(c) the Shares issued rank equally in all respects with the Company's existing Shares;
(d) the Tranche 1 Placement Shares were issued to certain institutional Shareholders and other sophisticated and professional investors who are clients of Euroz Securities Limited and GMP Securities Europe LLP (and its affiliates), the joint lead managers ("Joint Lead Managers") of the Placement;
(e) a voting exclusion statement is included in the Notice;
(f) the proceeds raised by reason of the issue will be used to fund MDL's share of potential equity contributions to TiZir for Grande Côte's construction completion and, more particularly, operational working capital requirements; and
(g) the Company confirms that the issue of the Shares under the Tranche 1 Placement, at the relevant time, did not breach ASX Listing Rule 7.1.
Further details of the Placement are included in information lodged by the Company with ASX and available at www.asx.com.au.
Director Recommendation
The Directors consider that the approval of the issue of 12,500,000 Shares issued pursuant to the Tranche 1 Placement is beneficial for the Company as it provides the Company with the flexibility to issue up to the maximum number of equity securities permitted under ASX Listing Rule 7.1 in the next 12 months (without further Shareholder approval), should it be required. Accordingly, the Directors unanimously recommend that Shareholders eligible to do so vote in
favour of Resolution 1. All of the Directors entitled to vote on Resolution 1 intend to vote in favour of the Resolution.
Mineral Deposits Limited ABN 19 064 377 420 Page 3
Mineral Deposits
Explanatory Notes
4. Resolution 2: Approval for Completion of Issue of Shares - Tranche 2 Placement
As noted above, the Company has announced its intention to place a total of 7,500,000 new Shares to certain institutional Shareholders and other sophisticated and professional investors who are clients of the Joint Lead Managers of the Placement.
Under the Tranche 2 Placement, the Company will (if Resolution 2 is passed) issue 7,500,000 Shares, at a price of
$2.00 per Share, to institutional investors who (with the exception of, if Resolution 3 is approved by Shareholders, Nicholas Limb) are not related parties or associates of related parties of the Company, to raise $15 million.
Shareholder approval under ASX Listing Rule 7.1 is sought to ensure that the proposed issue of Shares by the Company pursuant to Resolution 2 does not result in the Company being in breach of ASX Listing Rule 7.1, and to provide the Company with flexibility to make future issues of securities during the next 12 month period without first having to obtain the approval of Shareholders.
ASX Listing Rule 7.3 requires the following information be given to Shareholders:
(a) up to 7,500,000 Shares are proposed to be issued as soon as practicable, and no later than one month from the date of the General Meeting should Resolution 2 be approved (unless otherwise extended by way of ASX granting a waiver to the relevant ASX Listing Rule(s));
(b) the Tranche 2 Placement Shares will be issued at $2.00 per Share;
(c) it is expected that the date of issue of the Tranche 2 Placement Shares will be the next business day after the General Meeting, assuming Resolution 2 is passed. No Shares will be issued more than three months after the date of the General Meeting;
(d) the Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares;
(e) the Tranche 2 Placement Shares will be issued to certain institutional Shareholders and other sophisticated and professional investors who (with the exception of Nicholas Limb, the Executive Chairman of the Company (and/or his nominee), but subject to Shareholder approval of Resolution 3) are not related parties or associates of related parties of the Company, and are clients of the Joint Lead Managers of the Placement. Subject to Shareholder approval of Resolution 3, it is proposed that up to 100,000 Tranche 2 Placement
Shares be issued to Nicholas Limb (the Executive Chairman of the Company) and/or his nominee; (f) a voting exclusion statement is included in the Notice; and
(g) the proceeds raised by the issue of the Tranche 2 Placement Shares will be used to fund the Company's share
of potential equity contributions to TiZir for Grande Côte's construction completion and, more particularly, operational working capital requirements.
Director Recommendation
The Directors, with the exception of Nicholas Limb (who will have an interest in Resolution 2 if Shareholders approve Resolution 3 and so makes no recommendation), recommend that you vote in favour of Resolution 2. All of the Directors entitled to vote on Resolution 2 intend to vote in favour of the Resolution.
5. Resolution 3: Approval of Director Participation in Tranche 2 Placement
The purpose of Resolution 3 is to seek Shareholder approval for the issue of up to and including 100,000 Shares to Nicholas Limb (and/or his nominee) as part of the Tranche 2 Placement (and for the avoidance of doubt, forming part of the 7,500,000 Tranche 2 Placement Shares). Resolution 3 is an ordinary resolution and will not take effect unless
Resolution 2 is also passed.
Mineral Deposits Limited ABN 19 064 377 420 Page 4
Mineral Deposits
Explanatory Notes
ASX Listing Rule 10.11 requires the Company to obtain Shareholder approval prior to the issue of securities to a
related party of the Company. Shareholder approval is required under ASX Listing Rule 10.11 because Nicholas Limb is the Executive Chairman of MDL and therefore he (and/or his nominee) is a related party of the Company. Accordingly, Shareholder approval of the issue of Shares to Nicholas Limb (and/or his nominee) is required.
Pursuant to ASX Listing Rule 7.2, exception 14, approval under ASX Listing Rule 7.1 is not required where approval is obtained under Listing Rule 10.11. However, in the interests of good corporate governance, and to enable the full amount of 7,500,000 Shares to be issued pursuant to the Tranche 2 Placement if Resolution 2 is approved and Resolution 3 is not approved, the proposed issue of the 100,000 Shares to Nicholas Limb (and/or his nominee) as part of the Tranche 2 Placement is included as part of the Tranche 2 Placement Shares in Resolution 2. Accordingly, if Shareholders approve Resolution 2 but do not approve Resolution 3, Nicholas Limb (or his nominee) will not be issued any Shares under the Tranche 2 Placement, but the Company will be permitted to issue the full amount of the
7,500,000 Tranche 2 Placement Shares to the relevant person(s) as more fully described in Resolution 2 (for the avoidance of doubt, excluding Nicholas Limb and/or his nominee).
ASX Listing Rule 10.13 requires the following information to be provided to Shareholders for the purpose of seeking
Shareholder approval under ASX Listing Rule 10.11:
(a) the maximum number of Shares proposed to be issued by the Company to Nicholas Limb (and/or his nominee) is 100,000 Shares;
(b) these Shares will be issued at $2.00 per Share;
(c) it is expected that these Shares will be issued the next business day after the General Meeting, assuming Resolution 2 and Resolution 3 are passed. These Shares will not be issued more than one month after the date of the General Meeting;
(d) these Shares issued will rank equally in all respects with the Company's existing Shares; and
(e) a voting exclusion statement is included in the Notice.
The proceeds raised by the issue of the Tranche 2 Placement Shares, of which the 100,000 Shares proposed to be issued to Nicholas Limb (and/or his nominee) form a part, will be used to fund the Company's share of potential equity contributions to TiZir for Grande Côte's construction completion and, more particularly, operational working capital requirements.
Each of the non-interested Directors have carefully considered the proposed issue of the 100,000 Shares to Nicholas Limb (and/or his nominee), as part of the Tranche 2 Placement, and consider that this proposed issue (which is subject to Shareholder Approval) is on arm's-length terms and on the same terms to the issue to investors under the
Tranche 2 Placement.
Director Recommendation
The Directors, with the exception of Nicholas Limb (who has an interest in Resolution 3 and accordingly is not entitled
to offer a recommendation), recommend that you vote in favour of Resolution 3. All of the Directors entitled to vote on
Resolution 3 (for the avoidance of doubt, being all of the Directors who are Shareholders, excluding Nicholas Limb)
intend to vote in favour of the Resolution.
Mineral Deposits Limited ABN 19 064 377 420 Page 5
Mineral Deposits
Explanatory Notes
6. Voting and Proxies
6.1 Voting Exclusion Statement - Resolution 1
The Company will disregard any votes cast on Resolution 1 by any person who participated in the Tranche 1
Placement and any associate of such person(s). However, the Company need not disregard any votes 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 a person chairing the General 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.
6.2 Voting Exclusion Statement - Resolution 2
The Company will disregard any votes cast on Resolution 2 by:
• any person who will participate in the Tranche 2 Placement and any person who might obtain a benefit if
Resolution 2 is passed, except a benefit solely in the capacity of a holder of Shares; and
• any associate of such person.
However, the Company need not disregard any votes if:
• it is cast by the person chairing the General 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 directs; or
• it is cast by the person chairing the General 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 directs.
6.3 Voting Exclusion Statement - Resolution 3
The Company will disregard any votes cast on Resolution 3 by:
• Nicholas Limb (the Executive Chairman of the Company) and any person who might obtain a benefit if the resolution is passed, except a benefit to that person (for the avoidance of doubt, other than Nicholas Limb) solely in the capacity of a holder of Shares; and
• any associate of Nicholas Limb.
However, the Company need not disregard any votes if:
• it is cast by the person chairing the General 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 directs; or
• it is cast by the person chairing the General 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 directs.
6.4 Voting
The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Company's Shares quoted on ASX at 7.00pm (Melbourne time) on Sunday, 26 January 2014 are taken, for the purposes of the General Meeting, to be held by the persons who held them at that time.
Accordingly, those persons are entitled to attend and vote (if not excluded) at the General Meeting.
Mineral Deposits Limited ABN 19 064 377 420 Page 6
Mineral Deposits
Explanatory Notes
6.5 Appointment of proxies
A form of proxy for use at the meeting is enclosed with this Notice.
A Shareholder submitting a proxy may appoint one proxy if the Shareholder is only entitled to one vote; or one or two proxies if the Shareholder is entitled to more than one vote. A proxy need not be a Shareholder. A proxy may be an individual or a body corporate. A Shareholder may appoint a proxy other than the person designated by default in the enclosed form of proxy by inserting the full name of the desired person in the blank space provided for that purpose on the form of proxy.
If a Shareholder appoints one proxy, that proxy may vote on a show of hands. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands. Where the Shareholder appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not do so, each proxy may exercise one-half of the votes, and any fraction of votes will be disregarded.
A proxy will not be valid for the General Meeting unless it is signed by the Shareholder or the Shareholder's attorney duly authorised in writing or, if the Shareholder is a corporation, executed by a duly authorised officer or officers in accordance with the instructions on the enclosed form of proxy. The proxy to be acted upon and completed in accordance with the instructions on the form must be delivered, together with the power of attorney or other authority (if any) under which it is signed or authenticated (or a certified copy thereof) prior to 10.30am (Melbourne time) on Sunday, 26 January 2014 by:
• Online:www.investorvote.com.au
•Custodian voting - for Intermediary Online subscribers only: www.intermediaryonline.com
•hand delivery to: Computershare Investor Services Pty Limited, Yarra Falls,
452 Johnston Street, Abbotsford, Victoria 3067, Australia
•fax: c/- Computershare Investor Services Pty Limited (within Australia) 1800 783 447 (outside Australia)
+61 3 9473 2555
•post in the reply paid envelope enclosed
6.6 Revocation of proxies
A Shareholder executing and delivering a proxy has the power to revoke it. However, such revocation will not be effective unless an instrument in writing evidencing the revocation, and executed by the Shareholder or by his or her attorney authorised in writing, is received by the Company before the start or resumption of the meeting at which the proxy votes.
6.7 Voting of proxies
A proxy may decide whether to vote on any motion, except where the proxy is required by law or under the Company's constitution to vote, or abstain from voting, in his or her capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, a proxy may vote as he or she thinks fit.
If a Shareholder appoints the chairman of the General Meeting ("Chairman") as the Shareholder's proxy and does not specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that Shareholder, in favour of the item on a show of hands or a poll, unless the Chairman is prohibited from doing so under the Corporations Act.
The Chairman, the Company Secretary and any Directors of the Company intend to vote all undirected proxies from Shareholders (who are eligible to vote in favour of the Resolutions) IN FAVOUR OF the
Resolutions to be voted on at the General Meeting.
Mineral Deposits Limited ABN 19 064 377 420 Page 7
Mineral Deposits
Explanatory Notes
6.8 Voting by corporate representative
Corporate Shareholders or proxies wishing to vote by corporate representative should obtain an appointment of corporate representative form from the Share Registry and complete and sign the form in accordance with the corporate Shareholder's constitution or by a duly authorised attorney.
The corporate representative form and the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) must be received by the Company before the start or resumption of the meeting at which the representative is to vote, by:
•fax to: Mineral Deposits Limited C/- Computershare Investor Services Pty Limited on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)
•post in the reply paid envelope provided
•hand delivery to: Mineral Deposits Limited C/- Computershare Investor Services Pty Limited, Yarra Falls,
452 Johnston Street, Abbotsford, Victoria 3067, Australia
7. Definitions
ASX means ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange.
ASX Listing Rules means the Official Listing Rules of the ASX.
Corporations Act means the Corporations Act 2001 (Cth).
If you require an additional proxy form, Computershare will supply it on request.
Mineral Deposits Limited ABN 19 064 377 420 Page 8
ABN 19 064 377 420
T 000001 000 MDL
MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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