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FERRUM CRESCENT LIMITED - NOTICE OF MEETING

Release Date: 07/04/2017 10:25
Code(s): FCR     PDF:  
Wrap Text
NOTICE OF MEETING

FERRUM CRESCENT LIMITED
(Incorporated and registered in Australia and registered as an external company
in the Republic of
South Africa)
(Registration number A.C.N. 097 532 137)
(External company registration number 2011/116305/10)
Share code on the ASX: FCR
Share code on AIM: FCR
Share code on the JSE: FCR
Australian ISIN: AU000000WRL8
South African ISIN: AU000000FCR2

NOTICE OF GENERAL MEETING

Ferrum Crescent, the ASX, AIM and JSE quoted metals project developer, announces
that a formal notice (the “Notice”) and proxy form in respect of a general meeting
of shareholders of Ferrum Crescent to be held at 11.00 a.m. (Perth time) on 11
May 2017 at The Hovia Room, Metro Hotel Perth, 61 Canning Highway, South Perth,
Western Australia 6151, have today been released to the Australian Securities
Exchange and dispatched to shareholders.

The resolutions set out in the Notice seek shareholder approval for: (i) the
ratification of the 275,218,025 shares issued in connection with the Company’s
fundraising announced on 12 December 2016 and (ii) the adoption of a new equity
incentive plan, the Ferrum Crescent Limited Director and Employee Incentive Plan,
in place of the existing equity incentive arrangements and issue of securities
under the terms of such plan from time to time.

Copies of the Notice and the proxy form are available on the Company’s website
at www.ferrumcrescent.com and the full text of the Notice and accompanying
explanatory statement is also set out below.

7 April 2017

For further information on the Company, please visit www.ferrumcrescent.com or
contact:

Ferrum Crescent Limited
Justin Tooth, Executive Chairman
Grant Button, Director and Company Secretary      T: +61 8 9474 2995

UK enquiries:
Laurence Read (UK representative)                 T: +44 7557 672 432

Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler                      T: +44 (0)20 7409 3494

Beaufort Securities Limited (Broker)
Elliot Hance                                      T: +44 (0)20 7382 8300

Bravura Capital (Pty) Ltd (JSE Sponsor)
Doné Hattingh                                     T: +27 11 459 5037

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014.
                            Ferrum Crescent Limited
                                ACN 097 532 137

                           NOTICE OF GENERAL MEETING

                                        AND

                             EXPLANATORY STATEMENT
                                TO SHAREHOLDERS



FOR A GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON Thursday 11 May 2017 at The
Hovia Room, Metro Hotel Perth, 61 Canning Highway, South Perth, Western Australia
6151 at 11:00 am (Perth time).



You are encouraged to attend the meeting but, if you cannot, you are requested
to complete and return the enclosed Proxy Form without delay (and no later than
48 hours before the meeting) to Computershare Investor Services Pty Limited at
GPO Box 242, Melbourne, Victoria 3001, Australia, or by facsimile on facsimile
number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

NOTICE IS HEREBY GIVEN that a General Meeting of the members of FERRUM CRESCENT
LIMITED (Ferrum or the Company) will be held on the date and at the location and
time specified below:



DATE:           Thursday 11 May 2017

LOCATION:       The Hovia Room, Metro Hotel Perth, 61 Canning Highway, South
                Perth, Western Australia 6151

TIME:           11:00 am (Perth time)

BUSINESS:       The business to be transacted at the General Meeting is the
                proposal of the Resolutions set out below.
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

A General Meeting of Shareholders of Ferrum Crescent Limited will be held at The
Hovia Room, Metro Hotel Perth, 61 Canning Highway, South Perth, Western Australia
6151 on Thursday 11 May 2017 at 11:00 am (Perth time).

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is
important.

VOTING IN PERSON

Shareholders may attend the General Meeting on the date and at the place set out
above and vote in person.

Holders of Depositary Interests (DI Holders) may attend the General Meeting but
will not be permitted to vote at the Meeting. For their votes to be counted, DI
Holders must submit their CREST Voting Instruction to the Company’s agent by the
required cut-off time set out below. Alternatively, DI Holders can vote using
the enclosed Form of Instruction as per the instructions set out below.

VOTING BY PROXY

Please note that:

a.      a Shareholder entitled to attend and vote at the General Meeting is entitled
        to appoint a proxy;

b.      a proxy need not be a member of the Company;

c.      a Shareholder may appoint a body corporate or an individual as its proxy;

d.      a body corporate appointed as a Shareholder’s proxy may appoint an
        individual as its representative to exercise any of the powers that the
        body may exercise as the Shareholder’s proxy; and

e.      a Shareholder entitled to cast two or more votes may appoint two proxies
        and may specify the proportion or number of votes each proxy is appointed
        to exercise, but where the proportion or number is not specified, each
        proxy may exercise half of the total votes.

Australia (Proxy Forms)

The enclosed Proxy Form provides further details on voting entitlement,
appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body
corporate as its proxy and the body corporate wishes to appoint an individual as
its representative, the body corporate should provide that person with a
certificate or letter executed in accordance with the Corporations Act
authorising him or her to act as that company’s representative. The authority
may be sent to the Company or its share registry in advance of the General Meeting
or handed in at the General Meeting when registering as a corporate
representative.

To vote by proxy, please complete and sign the Proxy Form enclosed and either:

a.      deliver the Proxy Form by post to Computershare Investor Services Pty
        Limited, GPO Box 242, Melbourne Victoria 3001, Australia; or
b.   fax the form to Computershare Investor Services Pty Limited on facsimile
     number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside
     Australia),

so that it is received not later than 11:00 am (Perth time) on Tuesday 9 May
2017. Proxy forms received later than this time will be invalid.

South Africa (Proxy Forms)

The enclosed Proxy Form provides further details on voting entitlement,
appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body
corporate as its proxy and the body corporate wishes to appoint an individual as
its representative, the body corporate should provide that person with a
certificate or letter executed in accordance with the Corporations Act
authorising him or her to act as that company’s representative. The authority
may be sent to the Company or its share registry in advance of the General Meeting
or handed in at the General Meeting when registering as a corporate
representative.

To vote by proxy, please complete and sign the Proxy Form enclosed and deliver
the proxy form to:

Computershare Investor Services (Proprietary) Ltd, Rosebank Towers, 15 Biermann
Avenue, Rosebank, 2196 South Africa (PO Box 61051, Marshalltown, 2107) to reach
them by no later than 5:00 am (SA time) on Tuesday 9 May 2017.

United Kingdom (CREST Voting Instruction)

Holders of Depositary Interests in CREST may transmit voting instructions by
utilising the CREST voting service in accordance with the procedures described
in the CREST Manual. CREST personal members or other CREST sponsored members,
and those CREST members who have appointed a voting service provider, should
refer to their CREST sponsor or voting service provider, who will be able to take
appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the
appropriate CREST message (a “CREST Voting Instruction”) must be properly
authenticated in accordance with Euroclear’s specifications and must contain the
information required for such instructions, as described in the CREST Manual
(available via www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be
received by the Company’s agent (3RA50) no later than 4:00 pm (UK time) on Friday
5 May 2017. For this purpose, the time of receipt will be taken to be the time
(as determined by the timestamp applied to the CREST Voting Instruction by the
CREST applications host) from which the Company’s agent is able to retrieve the
CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.
Holders of depositary interests in CREST and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear does not make
available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the transmission of
CREST Voting Instructions. It is the responsibility of the DI Holder concerned
to take (or, if the Depositary Interest holder is a CREST personal member or
sponsored member or has appointed a voting service provider, to procure that the
CREST sponsor or voting service provider takes) such action as shall be necessary
to ensure that a CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time. In this connection, DI Holders and, where
applicable, their CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.

United Kingdom (Form of Instruction)
Alternatively, DI Holders can vote by completing, signing and returning the
enclosed Form of Instruction to the Company’s agent (3RA50) no later than 4:00
pm (UK time) on Friday 5 May 2017.

CUSTODIAN VOTING

For   Intermediary   Online  subscribers   only   (custodians),   please   visit
www.intermediaryonline.com to submit your voting intentions.
                            Ferrum Crescent Limited

                                ACN 097 532 137

                           NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Ferrum Crescent Limited
will be held at 11:00 am (Perth time) on Thursday 11 May 2017 at The Hovia Room,
Metro Hotel Perth, 61 Canning Highway, South Perth, Western Australia 6151.

The Explanatory Statement to this Notice of Meeting provides additional
information on the matters to be considered at the General Meeting and a glossary
of defined terms not defined in full in this Notice. The Explanatory Statement
and the enclosed Proxy Form, or Form of Instruction if you are a DI Holder, form
part of this Notice of Meeting. Terms and abbreviations used in this Notice of
Meeting and Explanatory Statement are defined in the Glossary.

The Directors have determined, pursuant to Regulations 7.11.37 and 7.11.38 of
the Corporations Regulations, that the persons eligible to vote at the General
Meeting are those who are registered Shareholders of the Company at 5:00 pm
(Perth time) on 9 May 2017. Accordingly, transactions registered after that time
will be disregarded in determining entitlements to attend and vote at the General
Meeting.

                                     AGENDA

RESOLUTIONS

1.   Ratification of prior issue of Shares

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

     “That, pursuant to and in accordance with ASX Listing Rule 7.4 and for all
     other purposes, Shareholders ratify the issue of 275,218,025 Shares at an
     issue price of 0.2 pence per Share on the terms and conditions set out in
     the Explanatory Statement”.

     Voting Exclusion: The Company will disregard any votes cast on this
     Resolution by a person who participated in the issue and any associates of
     those persons. However, the Company need not disregard a vote if it is cast
     by:

     -     a person identified as proxy for a person who is entitled to vote on
           the Resolution and the vote is cast in accordance with the directions
           on the proxy form; or

     -     the person chairing the meeting as proxy for a person who is entitled
           to vote on the Resolution and the vote is cast in accordance with the
           directions on the proxy form to vote as the proxy decides.

     The Chairman intends to exercise all undirected proxies IN FAVOUR of
     Resolution 1.

2.   Approval of the Director and Employee Incentive Plan

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

     “That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for
     all other purposes, Shareholders approve the Ferrum Crescent Limited
     Director and Employee Incentive Plan (the Incentive Plan), the terms of
     which are summarised in the Explanatory Statement, and authorise the issue
     of securities under the Incentive Plan from time to time (including the
     grant of Awards and issue of Shares pursuant to the terms of those Awards)”.

     Voting Prohibition and Exclusion: The Company will disregard any votes cast
     on this Resolution by, or on behalf of, the Directors and any associate of
     the Directors. However, the Company need not disregard a vote on this
     Resolution if it is cast by:

     -    a person identified as proxy for a person who is entitled to vote on
          the Resolution and the vote is cast in accordance with the directions
          on the proxy form; or

     -    the person chairing the meeting as proxy for a person who is entitled
          to vote on the Resolution and the vote is cast in accordance with the
          directions on the proxy form to vote as the proxy decides.

     Further, a vote on this Resolution must not be cast by a person appointed
     as a proxy if:

     -    the proxy is either:

          o     a member of Key Management Personnel; or

          o     a Closely Related Party of a member of Key Management Personnel;
                and

     -    the appointment does not specify the way the proxy is to vote on this
          Resolution.

     However, the Company need not disregard a vote on this Resolution if it is
     cast by the Chairman (who may be a member of Key Management Personnel) as
     proxy for a person who is entitled to vote and the proxy appointment
     expressly authorises the Chairman to exercise the proxy even though the
     Resolution is connected, directly or indirectly, with the remuneration of
     a member of Key Management Personnel.

     The Chairman intends to exercise all undirected proxies IN FAVOUR of
     Resolution 2.

3.   Grant of Performance Rights to Justin Tooth under the Incentive Plan

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

     “That, subject to the passing of Resolution 2, for the purposes of Chapter
     2E of the Corporations Act, ASX Listing Rule 10.14 and for all other
     purposes, Shareholders approve and authorise the grant of up to 28,000,000
     Performance Rights to Mr Justin Tooth, the Company’s Executive Chairman (or
     his nominee) under the Incentive Plan and the issue of Shares on the vesting
     of those Performance Rights, on the terms and conditions set out in the
     Explanatory Statement”.

     Voting Prohibition and Exclusion: The Company will disregard any votes cast
     on this Resolution by, or on behalf of, the Directors and any associate of
     the Directors. However, the Company will not disregard a vote on this
     Resolution if it is cast by:
     -    a person identified as proxy for a person who is entitled to vote on
          the Resolution and the vote is cast in accordance with the directions
          on the proxy form; or

     -    the person chairing the meeting as proxy for a person who is entitled
          to vote on the Resolution and the vote is cast in accordance with the
          directions on the proxy form to vote as the proxy decides.

     Further, a vote on this Resolution must not be cast by a person appointed
     as a proxy if:

     -    the proxy is either:

          o     a member of Key Management Personnel; or

          o     a Closely Related Party of a member of Key Management Personnel;
                and

     -    the appointment does not specify the way the proxy is to vote on this
          Resolution.

     However, the Company need not disregard a vote on this Resolution if it is
     cast by the Chairman (who may be a member of Key Management Personnel) as
     proxy for a person who is entitled to vote and the proxy appointment
     expressly authorises the Chairman to exercise the proxy even though the
     Resolution is connected, directly or indirectly, with the remuneration of
     a member of Key Management Personnel.

     The Chairman intends to exercise all undirected proxies IN FAVOUR of
     Resolution 3.

4.   Grant of Performance Rights to Evan Kirby under the Incentive Plan

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

     “That, subject to the passing of Resolution 2, for the purposes of Chapter
     2E of the Corporations Act, ASX Listing Rule 10.14 and for all other
     purposes, Shareholders approve and authorise the grant of up to 5,600,000
     Performance Rights to Dr Evan Kirby (or his nominee) and the issue of Shares
     on the valid exercise of those Performance Rights in accordance with the
     terms of the Performance Rights and otherwise on the terms and conditions
     set out in the Explanatory Statement”.

     Voting Prohibition and Exclusion: The Company will disregard any votes cast
     on this Resolution by, or on behalf of, the Directors and any associate of
     the Directors. However, the Company will not disregard a vote on this
     Resolution if it is cast by:

     -    a person identified as proxy for a person who is entitled to vote on
          the Resolution and the vote is cast in accordance with the directions
          on the proxy form; or

     -    the person chairing the meeting as proxy for a person who is entitled
          to vote on the Resolution and the vote is cast in accordance with the
          directions on the proxy form to vote as the proxy decides.

     Further, a vote on this Resolution must not be cast by a person appointed
     as a proxy if:

     -    the proxy is either:
          o     a member of Key Management Personnel; or

          o     a Closely Related Party of a member of Key Management Personnel;
                and

     -    the appointment does not specify the way the proxy is to vote on this
          Resolution.

     However, the Company need not disregard a vote on this Resolution if it is
     cast by the Chairman (who may be a member of Key Management Personnel) as
     proxy for a person who is entitled to vote and the proxy appointment
     expressly authorises the Chairman to exercise the proxy even though the
     Resolution is connected, directly or indirectly, with the remuneration of
     a member of Key Management Personnel.

     The Chairman intends to exercise all undirected proxies IN FAVOUR of
     Resolution 4.

5.   Grant of Performance Rights to Laurence Read under the Incentive Plan

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

     “That, subject to the passing of Resolution 2, for the purposes of Chapter
     2E of the Corporations Act, ASX Listing Rule 10.14 and for all other
     purposes, Shareholders approve and authorise the grant of up to 5,600,000
     Performance Rights to Mr Laurence Read (or his nominee) and the issue of
     Shares on the valid exercise of those Performance Rights in accordance with
     the terms of the Performance Rights and otherwise on the terms and
     conditions set out in the Explanatory Statement”.

     Voting Prohibition and Exclusion: The Company will disregard any votes cast
     on this Resolution by, or on behalf of, the Directors and any associate of
     the Directors. However, the Company will not disregard a vote on this
     Resolution if it is cast by:

     -    a person identified as proxy for a person who is entitled to vote on
          the Resolution and the vote is cast in accordance with the directions
          on the proxy form; or

     -    the person chairing the meeting as proxy for a person who is entitled
          to vote on the Resolution and the vote is cast in accordance with the
          directions on the proxy form to vote as the proxy decides.

     Further, a vote on this Resolution must not be cast by a person appointed
     as a proxy if:

     -    the proxy is either:

          o     a member of Key Management Personnel; or

          o     a Closely Related Party of a member of Key Management Personnel;
                and

     -    the appointment does not specify the way the proxy is to vote on this
          Resolution.

     However, the Company   need not disregard a vote on this Resolution if it is
     cast by the Chairman   (who may be a member of Key Management Personnel) as
     proxy for a person     who is entitled to vote and the proxy appointment
     expressly authorises    the Chairman to exercise the proxy even though the
     Resolution is connected, directly or indirectly, with the remuneration of
     a member of Key Management Personnel.

     The Chairman intends to exercise all undirected proxies IN FAVOUR of
     Resolution 5.

6.   Grant of Performance Rights to Grant Button under the Incentive Plan

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

     “That, subject to the passing of Resolution 2, for the purposes of Chapter
     2E of the Corporations Act, ASX Listing Rule 10.14 and for all other
     purposes, Shareholders approve and authorise the grant of up to 10,000,000
     Performance Rights to Mr Grant Button (or his nominee) and the issue of
     Shares on the valid exercise of those Performance Rights in accordance with
     the terms of the Performance Rights and otherwise on the terms and
     conditions set out in the Explanatory Statement”.

     Voting Prohibition and Exclusion: The Company will disregard any votes cast
     on this Resolution by, or on behalf of, the Directors and any associate of
     the Directors. However, the Company will not disregard a vote on this
     Resolution if it is cast by:

     -    a person identified as proxy for a person who is entitled to vote on
          the Resolution and the vote is cast in accordance with the directions
          on the proxy form; or

     -    the person chairing the meeting as proxy for a person who is entitled
          to vote on the Resolution and the vote is cast in accordance with the
          directions on the proxy form to vote as the proxy decides.

     Further, a vote on this Resolution must not be cast by a person appointed
     as a proxy if:

     -    the proxy is either:

          o     a member of Key Management Personnel; or

          o     a Closely Related Party of a member of Key Management Personnel;
                and

     -    the appointment does not specify the way the proxy is to vote on this
          Resolution.

     However, the Company need not disregard a vote on this Resolution if it is
     cast by the Chairman (who may be a member of Key Management Personnel) as
     proxy for a person who is entitled to vote and the proxy appointment
     expressly authorises the Chairman to exercise the proxy even though the
     Resolution is connected, directly or indirectly, with the remuneration of
     a member of Key Management Personnel.

     The Chairman intends to exercise all undirected proxies IN FAVOUR of
     Resolution 6.

BY ORDER OF THE BOARD



Grant Button
Director/Company Secretary
DATED 28 March 2017
                            Ferrum Crescent Limited

                                ACN 097 532 137

                     EXPLANATORY STATEMENT TO SHAREHOLDERS


INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders
of the Company in connection with Resolutions to be considered at the General
Meeting to be held at The Hovia Room, Metro Hotel Perth, 61 Canning Highway,
South Perth, Western Australia 6151 at 11:00 am (Perth time) on Thursday 11 May
2017.

This Explanatory Statement should be read in conjunction with the accompanying
Notice of Meeting.

The purpose of this Explanatory Statement is to provide information which the
Directors believe to be material to Shareholders in deciding whether or not to
pass the Resolutions set out in the Notice of Meeting.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

1.1 Background

On 12 December 2016, the Company announced that it had conditionally raised
approximately GBP550,000 before expenses through the issue of 275,218,025 Shares,
each at an issue price of 0.2 pence per Share (the Placement Shares), placed via
Beaufort Securities Limited.

The Placement Shares were issued on 22 December 2016, pursuant to the Company’s
15% placement capacity under ASX Listing Rule 7.1. Resolution 1 seeks Shareholder
ratification, pursuant to ASX Listing Rule 7.4, of the issue of the Placement
Shares.

ASX Listing Rule 7.4 provides that, where a company in a general meeting ratifies
previous issues of securities made pursuant to ASX Listing Rules 7.1 and/or 7.1A,
the issue of those securities will be deemed to have been made with shareholder
approval for the purpose of ASX Listing Rule 7.1.

The effect of Shareholders passing Resolution 1 and ratifying the issue of the
Placement Shares will be to replenish the Company’s 15% placement capacity to
the extent of the Placement Shares.

Resolution 1 is an Ordinary Resolution.

1.2 Technical Information required by ASX Listing Rule 7.4

In accordance with ASX Listing Rule 7.5, the following information is provided
in relation to the issue of the Placement Shares:

(a)   275,218,025 Shares were issued.

(b)   The Placement Shares were issued at a price of 0.2 pence per Share.

(c)   The Placement Shares are all fully-paid ordinary shares issued on the same
      terms and conditions as the Company’s existing Shares.
(d)    The Placement Shares were issued to professional and sophisticated
       investors. None of the subscribers are related parties or associates of the
       Company.

(e)    The Company intends to use the proceeds from the issue of the Placement
       Shares for the Group’s general working capital purposes and expenditure on
       its two principal metals projects, as follows:

       (i)   Moonlight iron ore project, South Africa – satisfying         licence
             obligations and progressing development pathways; and

       (ii) Toral lead-zinc project, Spain – continuing field work, phase 1 drill
            programme and petrographic studies of mineralisation.

(f)    A voting exclusion statement for Resolution 1 is included in the Notice of
       Meeting.

The Board unanimously recommends that Shareholders vote IN FAVOUR of Resolution
1.

The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution
1.

2. RESOLUTION 2 – APPROVAL OF THE INCENTIVE PLAN

2.1 Background

As the Company’s existing incentive plans, the Employee Share Plan (ESP) and the
Employee Option Plan (EOP) were approved by Shareholders in 2013 for a period of
three years, the Company is no longer able to issue securities under the ESP or
EOP as an exception to ASX Listing Rule 7.1. Accordingly, and in light of the
recent acquisition and developments within the Company, the Board has decided to
take this opportunity to adopt a new equity incentive plan, the Ferrum Crescent
Limited Director and Employee Incentive Plan (the Incentive Plan), in place of
the ESP and EOP.

The Incentive Plan aims to:

-      reward employees, contractors and directors of the Group for their past
       performance;

-      provide a long-term incentive for directors, employees and contractors to
       participate in the Group’s future growth by providing them with an
       opportunity to receive an ownership interest in the Company; and

-      align the interests of the Group’s employees and Shareholders by connecting
       the remuneration of employees to the long-term success of the Company.

The   Board considers that the implementation of the Incentive Plan will assist in
the   retention and motivation of employees, contractors and directors of the Group
and   will form an important part of the comprehensive remuneration strategy for
the   Group’s employees and directors.

The Corporate Governance Council Guidelines recommend that executive remuneration
packages include an appropriate balance of fixed and performance-based
remuneration reflecting short and long-term objectives appropriate to the
company’s circumstances, aims and risk appetite.

A summary of the terms and conditions of the Incentive Plan is set out in Schedule
1 of this Explanatory Statement. A copy of the Incentive Plan may be obtained by
contacting the Company Secretary by telephone on +61 8 9474 2995.
2.2 Approval for the purposes of the ASX Listing Rules

As noted above, ASX Listing Rule 7.1 broadly provides, subject to certain
exceptions, that a company may not issue, or agree to issue, equity securities
in any 12-month period that exceed 15% of the number of securities that the
company has on issue, except with the prior approval of shareholders of the
company in a general meeting of the terms and conditions of the proposed issue.

ASX Listing Rule 7.2 (Exception 9(b)) provides that ASX Listing Rule 7.1 does
not apply to an issue of securities under an employee incentive scheme if, within
three years before the date of issue, shareholders have approved the issue of
securities under the employee incentive scheme as an exception to ASX Listing
Rule 7.1.

Accordingly, although the Company is not required to obtain shareholder approval
for the introduction of the Incentive Plan, if the Incentive Plan is approved by
Shareholders, securities issued within three years of the date of approval will
fall within an exception to ASX Listing Rule 7.1. Additional Shareholder approval
will be required before any Director or related party of the Company can
participate in the Incentive Plan.

2.3 Technical information required by ASX Listing Rule 7.2

In accordance with ASX Listing Rule 7.2 (Exception 9(b)), the following
information is provided to Shareholders in respect of the Incentive Plan:

-    a summary of the terms of the Incentive Plan is set out in Schedule 1 of
     this Explanatory Statement;

-    no securities have previously been issued under the Incentive Plan; and

-    a voting exclusion statement is included in the Notice.

2.4 Directors’ Recommendation

All of the Directors are eligible to participate in the Incentive Plan and
therefore have an interest in Resolution 2. Accordingly, all of the Directors
refrain from making any recommendation as to how Shareholders should vote on
Resolution 2.

The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution
2.

3. RESOLUTION 3 – GRANT OF PERFORMANCE RIGHTS TO JUSTIN TOOTH UNDER INCENTIVE
PLAN

3.1 Details of the proposed grant to Justin Tooth

Subject to obtaining Shareholder approval in respect of Resolution 2 and this
Resolution 3, the Company proposes to grant Performance Rights to Justin Tooth
(or his nominee) in accordance with the terms of the Incentive Plan.

As set out above, the Incentive Plan will be used as part of the remuneration
planning for directors, employees and contractors of the Group. For further
information in respect of the Incentive Plan, please refer to section 2.1 above
and to Schedule 1 of this Explanatory Statement.

Having regard to the significant role that Mr Tooth has in respect of the
development of the Company, the Board considers that the grant of Performance
Rights to Mr Tooth under the Incentive Plan is an appropriate form of long-term
incentive-based remuneration.
3.2 Approval for the purposes of the ASX Listing Rules and Corporations Act

Resolution 3 seeks Shareholder approval for the grant of Performance Rights (and
the subsequent issue of Shares on vesting of those Performance Rights) to Justin
Tooth for the purposes of:

(a)   ASX Listing Rule 10.14, which broadly provides that Shareholder approval
      is required before a director, or an associate of a director, may acquire
      securities under an employee incentive scheme; and

(b)   Chapter 2E of the Corporations Act, which prohibits a public company from
      giving a financial benefit to a related party of a public company unless
      the giving of the financial benefit falls within one of the nominated
      exceptions or shareholder approval is obtained prior to the giving of the
      financial benefit.

Shareholder approval under ASX Listing Rule 7.1 is not required for the issue of
securities that have been approved under ASX Listing Rule 10.14. Accordingly,
provided that both Resolutions 2 and this Resolution 3 are approved by
Shareholders, the grant of Performance Rights to Justin Tooth (and any subsequent
acquisition of Shares upon vesting of those Performance Rights) will not be
included in the calculation of the Company’s 15% annual placement capacity for
the purposes of ASX Listing Rule 7.1.

3.3 Information required by ASX Listing Rules

For the purpose of the approval sought under ASX Listing Rule 10.14, and in
accordance with the requirements of ASX Listing Rule 10.15, the following
information is provided in relation to the proposed grant of Performance Rights
to Justin Tooth:

(a)   The Performance Rights are proposed to be issued to Justin Tooth, Executive
      Chairman of the Company.

(b)   The maximum number of Performance Rights that may be granted to Justin
      Tooth pursuant to Resolution 3 is 28,000,000 Performance Rights.

(c)   The Performance Rights will be granted under the Incentive Plan, on the
      general terms and conditions set out in Schedule 1 of this Explanatory
      Statement, and on the specific terms and conditions set out in Schedule 2
      of this Explanatory Statement. The performance hurdles attaching to the
      Performance   Rights  along   with  the  applicable   performance  hurdle
      satisfaction date and vesting date are set out in Schedule 2 and in the
      table in section 3.4(c) below.

(d)   No price is payable for the grant of the Performance Rights, or on vesting
      of the Performance Rights, as the Performance Rights are issued as an
      incentive and reward following satisfaction of specified performance
      hurdles by a prescribed date.

(e)   No securities have previously been issued under the Incentive Plan nor has
      the Incentive Plan been previously adopted by Shareholders.

(f)   The Directors, in addition to employees and contractors of the Company, are
      entitled to participate in the Incentive Plan.

(g)   A voting exclusion statement is included in the Notice.

(h)   No loans are being provided by the Company for the acquisition of securities
      under the Incentive Plan.
(i)       It is anticipated that the Performance Rights will be granted to Justin
          Tooth no later than 12 months after the date of the Meeting (or such later
          date as permitted by an ASX waiver or modification of the ASX Listing Rules)
          in one tranche. The Company contemplates that Shares issued upon vesting
          of the Performance Rights may be issued in more than one tranche, following
          vesting of the Performance Rights.

3.4 Information required by the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a
financial benefit to a related party of a public company unless the benefit falls
within one of the various exceptions to the general prohibition. A “related
party” for the purposes of the Corporations Act is defined broadly and includes
a director of the Company. “Financial Benefit” has a wide meaning and includes
the issue of securities by a public company.

The proposed offer of Performance Rights to Mr Tooth will form part of Mr Tooth’s
remuneration package. Given the circumstances of the Company, the Non-Executive
Directors consider that the proposed grant of Performance Rights would constitute
reasonable remuneration and, accordingly, may fall within an exception to the
related party provisions in Chapter 2E of the Corporations Act. In reaching this
conclusion, the Board has had regard to a variety of factors including market
practice and the remuneration offered to persons in comparable positions at
similar companies. Notwithstanding this conclusion, the Board has resolved that
the Company should also seek shareholder approval pursuant to Chapter 2E of the
Corporations Act as a matter of good corporate governance.

Pursuant to, and in accordance with the requirements of Chapter 2E, and in
particular section 219 of the Corporations Act, the following information is
provided for the purposes of obtaining Shareholder approval for Resolution 3:

(a)       The related party to whom a financial benefit will be given is Justin Tooth
          (or his nominee), who is the Executive Chairman of the Company.

(b)       The nature of the financial benefit proposed to be given to Justin Tooth
          is the grant of 28,000,000 Performance Rights.

(c)       The Performance Rights will be granted under the Incentive Plan, on the
          general terms and conditions set out in Schedule 1 of this Explanatory
          Statement, and the specific terms and conditions set out in Schedule 2 of
          this Explanatory Statement. The performance hurdles attaching to the
          Performance   Rights  along   with  the   applicable  performance  hurdle
          satisfaction date and vesting date are set out in the table below:

                                                    Performance
                Number of
                                                       Hurdle
 Tranche       Performanc    Performance Hurdle                        Vesting Date
                                                    Satisfaction
                e Rights
                                                        Date
      A                                                                3 years after
                              AIM Price is 0.35
                3,500,000                              1 year         satisfaction of
                                pence or more
                                                                    performance hurdle
      B                                                                3 years after
                              AIM Price is 0.5
                3,500,000                            18 months        satisfaction of
                               pence or more
                                                                          hurdle
      C                                                                2 years after
                              AIM Price is 0.75
                3,500,000                             2 years         satisfaction of
                                pence or more
                                                                    performance hurdle
      D                                                                2 years after
                              AIM Price is 1.1
                3,500,000                             3 years         satisfaction of
                               pence or more
                                                                    performance hurdle
      E                                                               18 months after
                               AIM Price is 1.5
                3,500,000                             3 years         satisfaction of
                                pence or more
                                                                    performance hurdle
      F                                                                1 year after
                               AIM Price is 2.0
                3,500,000                            3.5 years        satisfaction of
                                pence or more
                                                                    performance hurdle
      G                        First commercial
                              production at any
                                                                      6 months after
                              project controlled
                7,000,000                             5 years         satisfaction of
                              by the Company at
                                                                    performance hurdle
                              the time of first
                                  production
          Where:
          AIM Price means the volume-weighted average price of Ferrum Shares on AIM
          over 10 consecutive trading days;
          Performance Hurdle Satisfaction Date means the date by which the relevant
          performance hurdle must be satisfied; and
          Vesting Date means the date on which a participant under the Incentive Plan
          becomes entitled to be issued the number of Shares in respect of which an
          Award has vested in accordance with Rule 7 of the Incentive Plan.

(d)       The Performance Rights will be granted for no cash consideration and,
          accordingly, no funds will be raised from the grant of the Performance
          Rights or from the issue of Shares upon vesting of the Performance Rights.

(e)       Mr Tooth is the proposed recipient of Performance Rights and has an interest
          in the outcome of the Resolution. No other directors have any interest in
          the outcome of this Resolution.

(f)       Director’s remuneration package:

                  Director          2015/2016 Financial    2016/2017 Financial
                                            Year                  Year
               Justin Tooth               $46,8581              $186,3062
          1. Justin Tooth was appointed Non-Executive Chairman on 16 December 2015
             and Executive Chairman on 31 March 2016.
          2. Justin Tooth and the Company entered into an Executive Employment
             contract on 7 January 2017 under which Justin is paid GBP125,000 per
             annum from 1 October 2016 onwards.

(g)       The securities currently held by Justin Tooth and those that may be issued
          subject to Shareholder approval at this meeting are set out in the table
          below:

                                                       Performance Rights (subject
                                         Existing     to shareholder approval under
             Director         Shares      Options          Resolutions 2 and 3)
           Justin Tooth      326,650        Nil                 28,000,000

(h)       The dilution effect on Shareholders, if all Performance Rights the subject
          of Resolution 3 vest (and the Performance Rights proposed to be granted to
          the Non-Executive Directors under Resolutions 4 to 6 are exercised), and
          no other options are exercised and no Shares are issued, will be 2.24% as
          set out below.

                                                        Shares (ASX:FCR)
          Shares currently on issue                       2,147,825,266
          Resolution 3 – Performance
          Rights to be granted to Justin
          Tooth                                            28,000,000
      Resolutions 4 to 6 –
      Performance Rights to be
      granted to the Non-Executive
      Directors                                               21,200,000
      Expanded Capital if all
      Performance Rights proposed in
      this Notice to be granted to
      all Directors vest or are
      exercised (as applicable)                              2,197,025,266
      Dilutionary effect                                         2.24%

(i)   In the 12 months before the date of this Notice, the highest, lowest and
      latest trading price (as at 14 March 2017) of the Shares on ASX are as set
      out below:

                                                            Shares (ASX:FCR)
            Highest (16 May 2016)                                0.007
       Lowest (22 April 2016 and 9 May                           0.002
                    2016)
            Latest (14 March 2017)                                  0.003

(j)   The value of the financial benefit to be provided to Justin Tooth under
      each of Tranches A – G is set out in the table below.


 Tranche         A        B        C        D        E          F            G       Total

  # of         3,500,   3,500,   3,500,   3,500,   3,500,    3,500,     7,000,0     28,000,0
 Rights          000      000    000      000      000       000          00           00

 Valuati       0.1090   0.1012   0.0921   0.0998   0.0846    0.0843
                                                                        0.1700p
  on per          p        p        p       p        p         p                      N/A
  right                                                                     0.27c
               0.17c    0.16c    0.15c    0.16c    0.14c      0.13c

               GBP3,8   GBP3,5   GBP3,2   GBP3,4   GBP2,9    GBP2,9     GBP11,9     GBP31,88
 Valuati         15       42       24       93       61        51         00            6
  on of
 Tranche       AUD6,1   AUD5,6   AUD5,1   AUD5,6   AUD4,7    AUD4,7     AUD19,1     AUD51,25
                 32       94       82       15       60        44         29            5
Note: These values have been calculated by BDO in GBP and converted to AUD by
the Company using the rate of GBP1 = AUD1.607458607, being the inverse of the
AUD/GBP foreign exchange rate published by the Reserve Bank of Australia on 8
March 2017.

      These values have been calculated by BDO using an up and in single barrier
      share option pricing model for the Tranches A – F Performance Rights and a
      binomial pricing model (validated by the Black Scholes option pricing model)
      for the Tranche G Performance Rights.

      The up and in single barrier share pricing model takes into consideration
      that market based rights can vest at any time during the period from grant
      date to the Performance Hurdle Satisfaction Date of each respective tranche,
      provided the 10-day VWAP of the AIM Price exceeds the determined barrier
      price. The model incorporates a trinomial valuation.

      BDO made the following assumptions under the models:

           -   the Performance Rights under Tranches A-F have market-based vesting
               conditions attached;
                  -    for Performance Rights under Tranche G (which don’t have market
                       vesting conditions attached), the exercise of the Performance Right
                       does not affect the value of the underlying asset;

                  -    a grant date of 8 March 2017, which was also adopted as the valuation
                       date;

                  -    it used the 10 day VWAP of Shares on AIM as at the valuation date,
                       0.17 pence, which was input into the pricing model;

                  -    as there is no consideration required for exercising the Performance
                       Rights, a nil exercise price was used in the option pricing model;

                  -    the performance period represents the period over which the
                       Performance Rights will be assessed for vesting, from the grant date
                       until the Performance Hurdle Satisfaction Date based on the
                       Performance Rights’ respective performance hurdles;

                  -    the performance hurdle of each tranche is to be measured over the
                       respective performance period of each tranche;

                  -    for Performance Rights under Tranche G, it used a share price
                       volatility of 150% based on the historical volatility of Ferrum’s AIM
                       listed share price;

                  -    for Performance Rights under Tranche A-F, it used a 10-day VWAP
                       volatility of 100% based on the historical volatility of the 10-day
                       VWAP of Ferrum’s AIM listed share price;1

                  -    the risk free rate of interest used is the United Kingdom Government
                       Bond Rate that most closely corresponds to the vesting period of each
                       tranche of Performance Rights as at the valuation date:

                            o    for Performance Rights under Tranches A-C, E and F, a rate of
                                 0.314% was used, being the four year United Kingdom Government
                                 Bond closing rate as at the valuation date; and

                            o    for Performance Rights under Tranches D and G, a rate of 0.589%
                                 was used, being the five year United Kingdom Government Bond
                                 closing rate as at the valuation date.

                  -    a dividend yield of 0%; and

                  -    the performance hurdle for each tranche is identical to the hurdle
                       outlined in section 3.4(c) above.

(k)         Directors’ recommendation and basis of recommendation:

            Justin Tooth has a material personal interest in Resolution 3 and abstains
            from making a recommendation in respect of Resolution 3. The Non-Executive
            Directors have carefully considered the proposed grant of Performance Rights
            to Mr Tooth, as well as his remuneration package generally. The Non-
            Executive Directors consider the grant to be an important component of Mr
            Tooth’s remuneration package and all recommend that Shareholders vote in
            favour of Resolution 3.


1
    The Performance Rights under Tranches A-F are subject to a market-based performance hurdle which is not based on realising a certain share
    price but rather, a 10-day VWAP of the Ferrum AIM listed share price. Accordingly, the metric of volatility employed in the option pricing model is
    the historical volatility of the 10-day VWAP of Ferrum’s AIM listed share price and not the close-close share price volatility metric that was used
    for Performance Rights under Tranche G.
The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution
3.

3.5 Other information

There are no material opportunity costs to the Company, no taxation consequences
to the Company and no material benefits foregone by the Company in granting the
Performance Rights to Mr Tooth.

The Directors are not aware of any information, other than the information set
out in this Explanatory Statement that would reasonably be required by
Shareholders in order to decide whether or not it is in the Company’s interests
to pass Resolution 3.

4. RESOLUTIONS 4 TO 6 – GRANT OF PERFORMANCE RIGHTS TO THE NON-EXECUTIVE
DIRECTORS UNDER THE INCENTIVE PLAN

4.1 Details of the proposed grant to the Non-Executive Directors

Subject to obtaining Shareholder approval in respect of Resolution 2 and
Resolutions 4 to 6, the Company proposes to grant Performance Rights to each of
Evan Kirby, Laurence Read and Grant Button (the Non-Executive Directors) (or
their nominees) in accordance with the terms of the Incentive Plan.

The grant of Performance Rights will form part of the remuneration planning for
Non-Executive Directors. The Board acknowledges that this is not in accordance
with   Recommendation   8.2   of  the   Corporate   Governance   Principles   and
Recommendations (3rd edition) as published by the ASX Corporate Governance
Council. However, the Board considers that it is reasonable in the circumstances
for the Non-Executive Directors to be offered the Performance Rights as part of
their remuneration, given the primary purpose of the grant of the Performance
Rights to the Non-Executive Directors is to motivate and reward their performance
in their respective roles as Non-Executive Directors.

4.2 Approval for the purposes of the ASX Listing Rules and Corporations Act

Resolutions 4 to 6 seek Shareholder approval for the grant of Performance Rights
(and the subsequent issue of Shares on the valid exercise of those Performance
Rights) to the Non-Executive Directors for the purposes of:

(a)   ASX Listing Rule 10.14, which broadly provides that Shareholder approval
      is required before a director, or an associate of a director, may acquire
      securities under an employee incentive scheme; and

(b)   Chapter 2E of the Corporations Act, which prohibits a public company from
      giving a financial benefit to a related party of a public company unless
      the giving of the financial benefit falls within one of the nominated
      exceptions, or shareholder approval is obtained prior to the giving of the
      financial benefit.

Shareholder approval under ASX Listing Rule 7.1 is not required for issues that
have been approved under ASX Listing Rule 10.14. Accordingly, provided
Resolutions 2 and 4 to 6 are approved by Shareholders, the grant of Performance
Rights to the Non-Executive Directors (and any subsequent acquisition of Shares
on the valid exercise of those Performance Rights) will not be included in the
calculation of the Company’s 15% annual placement capacity for the purposes of
ASX Listing Rule 7.1.

4.3 Information required by ASX Listing Rules

For the purpose of the approval sought under ASX Listing Rule 10.14, and in
accordance with the requirements of ASX Listing Rule 10.15, the following
information is provided in relation to the proposed grant of Performance Rights
to the Non-Executive Directors:

(a)   The Performance Rights are proposed to be issued to the Non-Executive
      Directors, Evan Kirby, Laurence Read and Grant Button, each a Director and,
      as such, a related party of the Company.

(b)   The maximum number of Performance Rights that may be granted to each Non-
      Executive Director pursuant to Resolutions 4 to 6 are as follows:

       Non-
      Execut
               Tranch   Tranch   Tranch   Tranch   Tranch   Tranch   Tranch
        ive                                                                   Total
                 e A      e B      e C      e D      e E      e F      e G
      Direct
        or
      Evan     700,00   700,00   700,00   700,00   700,00   700,00   1,400,   5,600,
      Kirby       0        0        0        0        0        0       000     000

      Lauren
               700,00   700,00   700,00   700,00   700,00   700,00   1,400,   5,600,
        ce
                  0        0        0        0        0        0       000     000
       Read

       Grant   1,250,   1,250,   1,250,   1,250,   1,250,   1,250,   2,500,   10,000
      Button     000      000      000      000      000      000      000     ,000

               2,650,   2,650,   2,650,   2,650,   2,650,   2,650,   5,300,   21,200
      Total
                 000      000      000      000      000      000      000     ,000


(c)   The Performance Rights will be granted under the Incentive Plan, on the
      general terms and conditions set out in Schedule 1 of this Explanatory
      Statement, and the specific terms and conditions set out in Schedule 2 of
      this Explanatory Statement. The performance hurdles attaching to the
      Performance   Rights  along  with   the  applicable   performance  hurdle
      satisfaction date and vesting date are set out in the table in section
      4.4(c) below.

(d)   No price is payable for the grant of the Performance Rights, or on the
      valid exercise of the Performance Rights, as the Performance Rights are
      issued as an incentive and reward following satisfaction of prescribed
      performance hurdles by a prescribed date.

(e)   No securities have previously been issued under the Incentive Plan nor has
      the Incentive Plan been previously adopted by Shareholders.

(f)   The Directors, together with employees and contractors of the Company, are
      entitled to participate in the Incentive Plan.

(g)   A voting exclusion statement is included in the Notice.

(h)   No loans are being provided by the Company for the acquisition of securities
      under the Incentive Plan.

(i)   It is anticipated that the Performance Rights will be granted to the Non-
      Executive Directors no later than 12 months after the date of the Meeting
      (or such later date as permitted by an ASX waiver or modification of the
      ASX Listing Rules) in one tranche. The Company contemplates that Shares
      issued on the valid exercise of the Performance Rights may be issued in
      more than one tranche following vesting of the Performance Rights.

4.4 Information required by the Corporations Act
Pursuant to, and in accordance with the requirements of Chapter 2E, and in
particular with section 219, of the Corporations Act, the following information
is provided for the purposes of obtaining Shareholder approval for Resolutions
4 to 6:

(a)   The related parties to whom a financial benefit will be given are Evan
      Kirby, Laurence Read and Grant Button (or their nominees), each of whom is
      a Non-Executive Director of the Company.

(b)   The nature of the financial benefit proposed to be given to each Non-
      Executive Director is the grant of Performance Rights up to the maximum
      number set out in the table below:

       Non-
      Execut
               Tranch   Tranch   Tranch   Tranch   Tranch   Tranch   Tranch
        ive                                                                   Total
                 e A      e B      e C      e D      e E      e F      e G
      Direct
        or
      Evan     700,00   700,00   700,00   700,00   700,00   700,00   1,400,   5,600,
      Kirby       0        0        0        0        0        0       000     000
      Lauren
               700,00   700,00   700,00   700,00   700,00   700,00   1,400,   5,600,
        ce
                  0        0        0        0        0        0       000     000
       Read
       Grant   1,250,   1,250,   1,250,   1,250,   1,250,   1,250,   2,500,   10,000
      Button     000      000      000      000      000      000      000     ,000

               2,650,   2,650,   2,650,   2,650,   2,650,   2,650,   5,300,   21,200
      Total
                 000      000      000      000      000      000      000     ,000

(c)   The Performance Rights will be granted under the Incentive Plan, on the
      general terms and conditions set out in Schedule 1 of this Explanatory
      Statement, and the specific terms and conditions set out in Schedule 2 of
      this Explanatory Statement. The performance hurdles attaching to the
      Performance   Rights  along   with  the   applicable  performance  hurdle
      satisfaction date and vesting date are set out in the table below:
                                                  Performance
         Number of
Tranc                                               Hurdle
         Performanc       Performance Hurdle                       Vesting Date
 he                                               Satisfactio
          e Rights
                                                    n Date
  A                                                                3 years after
                        AIM Price is 0.35 pence
         2,650,000                                  1 year            hurdle
                                or more
                                                                   satisfaction
  B                                                                3 years after
                        AIM Price is 0.5 pence
         2,650,000                                18 months           hurdle
                               or more
                                                                   satisfaction
  C                                                                2 years after
                        AIM Price is 0.75 pence
         2,650,000                                 2 years            hurdle
                                or more
                                                                   satisfaction
  D                                                                2 years after
                        AIM Price is 1.1 pence
         2,650,000                                 3 years            hurdle
                               or more
                                                                   satisfaction
  E                                                               18 months after
                        AIM Price is 1.5 pence
         2,650,000                                 3 years            hurdle
                               or more
                                                                   satisfaction
  F                                                                1 year after
                        AIM Price is 2.0 pence
         2,650,000                                3.5 years           hurdle
                               or more
                                                                   satisfaction
  G                         First commercial
                           production at any                      6 months after
         5,300,000       project controlled by     5 years            hurdle
                        the Company at the time                    satisfaction
                          of first production
      Where:
      AIM Price means the volume-weighted average price of Ferrum Shares on AIM
      over 10 consecutive trading days;
      Performance Hurdle Satisfaction Date means the date by which the relevant
      performance hurdle must be satisfied; and
      Vesting Date means the date on which the relevant participant becomes
      entitled to be issued a Share in accordance with Rule 7 of the Incentive
      Plan.

(d)   The Performance Rights will be granted for no cash consideration and,
      accordingly, no funds will be raised from the grant of the Performance
      Rights or from the issue of Shares upon vesting of the Performance Rights.

(e)   Each Non-Executive Director is a proposed recipient of the Performance
      Rights and has an interest in the outcome of the Resolution relevant to
      him.

(f)   Non-Executive Directors’ fees:

                                   2015/2016 Financial       2016/2017 Financial
        Non-Executive Director
                                          Year                       Year
        Evan Kirby                       $7,5001                   $30,000
        Laurence Read                      $02                        $03
        Grant Button                     $36,850                   $60,0004
      1. Evan Kirby joined the Board as a Non-Executive Director on 31 March 2016.
      2. Laurence Read was appointed as a Non-Executive Director of the Company
         on 25 January 2017, and so was not paid a fee in the 2015/2016 financial
         year. Mr Read was paid a consultancy fee of GBP52,500 for the 2015/2016
         financial year.
      3. While he is not being paid a Non-Executive Director fee, Laurence Read
         will be paid a consultancy fee of GBP52,500 for the 2016/2017 financial
         year.
      4. Grant Button was appointed Company Secretary on 31 March 2016, at which
         time his fee was increased from $30,000 per annum to $60,000 per annum.

(g)   The securities currently held by the Non-Executive Directors and those that
      may be issued subject to Shareholder approvals at this meeting are set out
      in the table below:

                                             Performance Rights (subject to
                                               shareholder approval under
                    Existing   Existing
        Director                            Resolutions 2 and 4 to 6), to be
                     Shares     Options
                                            issued in the tranches set out in
                                            sections 4.3(b) and 4.4(b) above
       Evan
                     10,900       Nil                   5,600,000
       Kirby
       Laurence
                      Nil         Nil                   5,600,000
       Read
       Grant
                   5,356,300      Nil                   10,000,000
       Button

(h)   The dilution effect on Shareholders, if all Performance Rights the subject
      of Resolutions 4 to 6 are exercised (and the Performance Rights proposed
      to be granted to Mr Tooth under Resolution 3 vest, but no other Performance
      Rights are exercised) and no other Shares are issued, will be 2.24% as set
      out below.

                                                     Shares (ASX:FCR)
      Shares currently on issue                       2,147,825,266
      Resolution 3 – Performance Rights
                                                        28,000,000
      to be granted to J Tooth
      Resolutions 4 to 6 – Performance
      Rights to be granted to the Non-                  21,200,000
      Executive Directors
      Expanded Capital if all
      Performance Rights proposed in
      this Notice to be granted to all                2,197,025,266
      Directors vest or are exercised
      (as applicable)
      Dilutionary effect                                   2.24%

(i)   In the 12 months before the date of this Notice, the highest, lowest and
      latest trading price (as at 14 March 2017) of the Shares on ASX are as set
      out below:

                                                   Shares (ASX:FCR)
       Highest (16 May 2016)                             0.007
       Lowest (22 April 2016 and 9
                                                         0.002
       May 2016)
       Latest (14 March 2017)                            0.003

(j)   The value of the financial benefit to be provided to the Non-Executive
      Directors is set out in the table below. These figures have been calculated
      based on BDO’s valuation of the Performance Rights which are proposed to
      be issued to Mr Tooth. This is on the basis that, because the tranches of
      Performance Rights that are to be issued to the Non-Executive Directors are
      on the same terms as the tranches of Performance Rights to be issued to Mr
      Tooth, the valuation methodology used in respect of Mr Tooth can also be
      used for the Non-Executive Directors. Accordingly, the ‘Valuation per right’
      figure in the table below is identical for Mr Tooth and the Non-Executive
      Directors.
    As discussed above, BDO used an up and in single barrier share option
    pricing model for Performance Rights under Tranches A - F, and a binomial
    pricing model (validated by the Black Scholes option pricing model) for
    Tranche G Rights.

    The up and in single barrier share pricing model takes into consideration
    that market based rights can vest at any time during the period from grant
    date to the performance hurdle satisfaction date of each respective tranche,
    provided the 10-day VWAP of the AIM Price exceeds the determined barrier
    price. The model incorporates a trinomial valuation.

Tranche     A        B        C          D          E       F        G       Total
                                     Evan Kirby

 # of     700,00   700,00   700,00     700,00   700,00    700,00   1,400,   5,600,00
Rights      0        0      0          0        0         0         000        0

Valuati   0.1090   0.1012   0.0921     0.0998   0.0846    0.0843   0.1700
on per      p        p        p          p        p         p        p        N/A
 right    0.17c    0.16c    0.15c      0.16c      0.14c   0.13c    0.27c

                                                                   GBP238
Valuati   GBP763   GBP708   GBP645     GBP699                               GPB6,377
                                                GBP592    GBP590     0
 on of    AUD1,2   AUD1,1   AUD1,0     AUD1,1                               AUD10,25
Tranche                                         AUD952    AUD948   AUD3,8
            26       38       37         24                                    1
                                                                     26

                                  Laurence Read

 # of     700,00   700,00   700,00     700,00   700,00    700,00   1,400,   5,600,00
Rights      0        0      0          0        0         0         000        0

Valuati   0.1090   0.1012   0.0921     0.0998   0.0846    0.0843   0.1700
on per      p        p        p          p        p         p        p        N/A
 right    0.17c    0.16c    0.15c      0.16c      0.14c   0.13c    0.27c

                                                                   GBP238
Valuati   GBP763   GBP708   GBP645     GBP699                               GBP6,377
                                                GBP592    GBP590     0
 on of    AUD1,2   AUD1,1   AUD1,0     AUD1,1                               AUD10,25
Tranche                                         AUD952    AUD948   AUD3,8
            26       38       37         24                                    1
                                                                     26

                                     Grant Button

 # of     1,250,   1,250,   1,250,     1,250,   1,250,    1,250,   2,500,
                                                                            10,000
Rights     000      000     000        000      000       000       000

Valuati   0.1090   0.1012   0.0921     0.0998   0.0846    0.0843   0.1700
on per      p        p        p          p        p         p        p        N/A
 right    0.17c    0.16c    0.15c      0.16c      0.14c   0.13c    0.27c

          GBP1,3   GBP1,2   GBP1,1     GBP1,2   GBP1,0    GBP1,0   GBP4,2   GBP11,38
Valuati     62       65       51         47       58        54       50        7
 on of
Tranche   AUD2,1   AUD2,0   AUD1,8     AUD2,0   AUD1,7    AUD1,6   AUD6,8   AUD18,30
            89       33       50         05       01        94       32        4

Note: These values have been calculated by BDO in GBP and converted to AUD
by the Company using the rate of GBP1 = AUD1.607458607, being the inverse of
    the AUD/GBP foreign exchange rate published by the Reserve Bank of Australia
    on 8 March 2017.

            BDO made the following assumptions under the models:

                  -    the Performance Rights under Tranches A-F have market-based vesting
                       conditions attached;

                  -    for Performance Rights under Tranche G (which don’t have market
                       vesting conditions attached), the exercise of the Performance Right
                       does not affect the value of the underlying asset;

                  -    a grant date of 8 March 2017, which was also adopted as the valuation
                       date;

                  -    it used the 10 day VWAP of the Shares on AIM as at the valuation date,
                       0.17 pence, which was input into the pricing model;

                  -    as there is no consideration required for exercising the Performance
                       Rights, a nil exercise price was used in the option pricing model;

                  -    the performance period represents the period over which the
                       Performance Rights will be assessed for vesting, from the grant date
                       until the Performance Hurdle Satisfaction Date based on the
                       Performance Rights’ respective performance hurdles;

                  -    the performance hurdle of each tranche is to be measured over the
                       respective performance period of each tranche;

                  -    for Performance Rights under Tranche G, it used a share price
                       volatility of 150% based on the historical volatility of Ferrum’s AIM
                       listed share price;

                  -    for Performance Rights under Tranches A-F, it used a 10-day VWAP
                       volatility of 100% based on the historical volatility of the 10-day
                       VWAP of Ferrum’s AIM listed share price;2

                  -    the risk free rate of interest used is the United Kingdom Government
                       Bond Rate that most closely corresponds to the vesting period of each
                       tranche of Performance Rights as at the valuation date:

                            o    for Performance Rights under Tranches A-C, E and F, a rate of
                                 0.314% was used, being the four year United Kingdom Government
                                 Bond closing rate as at the valuation date; and

                            o    for Performance Rights under Tranches D and G, a rate of 0.589%
                                 was used, being the five year United Kingdom Government Bond
                                 closing rate as at the valuation date;

                  -    a dividend yield of 0%; and

                  -    the performance hurdle for each tranche is identical to the hurdle
                       outlined in section 4.4(c) above.

(k)         Directors’ recommendation and basis of recommendation

2
    The Performance Rights under Tranches A-F are subject to a market-based performance hurdle which is not based on realising a certain share
    price but rather, a 10-day VWAP of the Ferrum AIM listed share price. Accordingly, the metric of volatility employed in the option pricing model is
    the historical volatility of the 10-day VWAP of Ferrum’s AIM listed share price and not the close-close share price volatility metric that was used
    for Performance Rights under Tranche G.
     The Non-Executive Directors each have a material personal interest in their
     respective Resolution because it relates to the grant of Performance Rights
     to them. As a consequence, and given the potential perceived interest in
     relation to the other Resolutions in respect of the grant of Performance
     Rights, the Non-Executive Directors abstain from making a recommendation
     to Shareholders in relation to Resolutions 4 to 6. Mr Tooth recommends that
     Shareholders vote in favour of Resolutions 4 to 6.

The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolutions
4 to 6.

4.5 Other information

There are no material opportunity costs to the Company, no taxation consequences
to the Company and no material benefits foregone by the Company in granting the
Performance Rights to the Non-Executive Directors.

The Directors are not aware of any information, other than the information set
out in this Explanatory Statement, that would reasonably be required by
Shareholders in order to decide whether or not it is in the Company’s interests
to pass Resolutions 4 to 6.
GLOSSARY

In the Notice and this Explanatory Statement:

$ or AUD                        means Australian dollars.

AIM                             means the   AIM   Board   of   the   London   Stock
                                Exchange.

AIM Price                       has the meaning given in section 3.4(c) of the
                                Explanatory Statement.

ASX                             means Australian Securities Exchange.

ASX Listing Rules               means the official listing rules of ASX.

Award                           means a right to acquire Shares under the
                                Incentive Plan, and includes an Option and a
                                Performance Right.

Board                           means the current board of directors of the
                                Company.

cents or c                      means Australian cents.

Chairman                        means the person appointed to chair the Meeting
                                of the Company convened by this Notice.

Closely Related Party           has the meaning given in section 9 of the
                                Corporations Act.

Company or Ferrum               means Ferrum Crescent Limited ACN 097 532 137.

Corporations Act                means the Corporations Act 2001 (Cth).

Corporations Regulations        means the Corporations Regulations 2001 (Cth).

DI Holders                      means holders of depositary interests in the
                                Company.

Directors                       means the directors of the Company, being, at
                                the date of this Notice, Messrs Justin Tooth,
                                Grant Button, Evan Kirby and Laurence Read.

EOP                             means the Company’s Employee Option Plan.

ESP                             means the Company’s Employee Share Plan.

Explanatory Statement           means the explanatory statement accompanying
                                the Notice of Meeting.

GBP                             means Great British pounds

General Meeting or Meeting      means the General Meeting of Shareholders to
                                be held at the Hovia Room, Metro Hotel Perth,
                                61 Canning Highway, South Perth, Western
                                Australia on Thursday 11 May 2017 at 11:00 am
                                (Perth time).

Group                           means the Company and a related body corporate
                                of the Company as defined in section 50 of the
                                Corporations Act and any company in respect of
                                    which the Company has voting power of not less
                                    than 20%.

Form of Instruction                 means, for DI Holders, the form of instruction
                                    enclosed with this Notice.

Incentive Plan                      means the Ferrum Crescent Ltd Director and
                                    Employee Incentive Plan, a summary of which is
                                    set out in Schedule 1.

Key Management Personnel            means    a  person    having   authority   and
                                    responsibility for planning, directing and
                                    controlling the activities of the Company,
                                    directly or indirectly, including any Director
                                    (whether executive or otherwise) of the
                                    Company.

Non-Executive Director              has the meaning given in section 4.1 of the
                                    Explanatory Statement.

Notice of Meeting or Notice         means this notice of General Meeting including
                                    the Explanatory Statement.

Option                              means an option to acquire a Share on the terms
                                    and conditions set out in the Incentive Plan,
                                    a summary of which is set out in Schedule 1.

Ordinary Resolution                 means a Resolution to be passed by a simple
                                    majority of Shareholders entitled to vote on
                                    the Resolution (in person, by proxy, by
                                    attorney or, in the case of a corporate
                                    Shareholder, by a corporate representative).

pence or p                          means Great British pence.

Performance                Hurdle   has the meaning given in section 3.4(c) of the
Satisfaction Date                   Explanatory Statement.

Performance Right                   means a right to acquire a Share on the general
                                    terms and conditions set out in the Incentive
                                    Plan (a summary of the Incentive Plan is set
                                    out in Schedule 1, and a summary of the
                                    specific   terms   and    conditions   of   the
                                    Performance Rights is contained in Schedule 2).

Placement Shares                    has the meaning given in section 1.1 of the
                                    Explanatory Statement.

Proxy Form                          means, for Shareholders,     the   proxy   form
                                    enclosed with this Notice.

Resolution                          means a resolution set out in this Notice of
                                    Meeting.

Share                               means an ordinary share in the Company.

Shareholder                         means a holder of Shares in the Company.

Vesting Date                        has the meaning given by section 3.4(c) of the
                                    Explanatory Statement.
                 Schedule 1 – Summary of terms of the Incentive Plan

The terms and conditions of the Incentive Plan are summarised below:

1.   Board
     The Board, or a duly appointed committee of the Board, is responsible for
     the operation of the Incentive Plan.

2.   Participants
     Directors, full-time, part-time and casual employees, and contractors of
     the Group are all eligible to participate in the Incentive Plan.

3.   Eligibility
     The Board has an absolute discretion to determine the eligibility of
     participants. Some of the factors the Board will have regard to in
     determining eligibility include:

     (a)   the seniority of the participant and the position that the participant
           occupies within the Group;

     (b)   the length of service of the participant with the Group;

     (c)   the record of employment of the participant with the Group;

     (d)   the potential contribution of the participant to the growth and
           profitability of the Group;

     (e)   the extent (if any) of the existing participation of the participant
           in the Incentive Plan; and

     (f)   any other matters the Board considers relevant.

4.   Invitations and Awards
     The Board may, in its absolute discretion, invite eligible participants to
     participate in the Incentive Plan. An invitation may be made on such terms
     and conditions as the Board decides from time to time, including as to the
     terms of the Award offered and whether the Award comprises Performance
     Rights and/or Options.

5.   Number of Performance Rights and/or Options
     (a) The Board has a discretion to determine the number of Performance
          Rights and/or Options granted to participants under an Award, however
          in accordance with applicable law, the Board will ensure that the
          number of Performance Rights and/or Options offered to eligible
          participants over a three-year period does not exceed 5% of the
          Company’s issued capital.

     (b)   Further, in determining the number of Performance Rights and/or
           Options to be granted to participants, the Board will have regard to:

           (i)    current market practice; and

           (ii) the overall cost to the Company of grants under the Incentive
                Plan.

6.   No payment on grant or vesting
     Unless the Board determines otherwise, no payment is required for the grant,
     on the vesting, or the issue, transfer or allocation of shares following
     vesting of a Performance Right or Option.
7.    Vesting conditions
      Vesting of an Award may be conditional on the participant satisfying the
      pre-determined vesting conditions determined by the Board within the vesting
      period. The vesting period applicable to the Performance Rights or Options
      is the period determined by the Board.

8.    Vesting of Award
      The Award will only vest if the participant meets any       specified vesting
      conditions within the vesting period. If the terms of      grant require the
      Award to be exercised, the participant must exercise the   Award in order for
      vesting to occur. Any Award which has not vested within    the vesting period
      will lapse.

9.    Entitlements under Awards
      Prior to vesting and exercise (if required) of an Award, and the issue of
      Shares to the participant in accordance with the rules of the Incentive
      Plan, a participant is not entitled to exercise any votes in respect of the
      shares to which the Award relates, nor is the holder entitled to participate
      in any dividend or any new issue of securities by the Company in respect
      of that Award.

10.   Issue, transfer or allocation of shares on vesting of Award
      The Shares to be provided on vesting and exercise (if required) of the
      Award may be issued by the Company or acquired on market by the Company (or
      any trustee of the Incentive Plan) and transferred or allocated to the
      holder of the Performance Right. Any Shares issued under the Incentive Plan
      will rank equally with those traded on the ASX at the time of issue. The
      Board may impose restrictions on the transferability of a Share issued,
      transferred or allocated to a participant following vesting of a Performance
      Right, which shall be set out in the terms of invitation.

11.   Cessation of eligibility
      (a) Where a participant ceases to be eligible to participate in the
           Incentive Plan, the Board may determine that some or all of the
           participant’s Award lapses, vests, is exercisable for a prescribed
           period (if applicable), or is no longer subject to some or all
           applicable restrictions.

      (b)   The Board may specify in an invitation how a participant’s Award will
            be treated in the event that the participant ceases to be eligible to
            participate in the Incentive Plan which may vary depending upon the
            circumstances in which the participant ceases to be eligible.

12.   Change of control
      (a) On a change of control event (which includes a takeover, merger or
           any person acquiring a relevant interest in more than 50% of the
           issued share capital in the Company and other similar events) the
           Board may, in its discretion, determine the manner in which any or
           all of a participant’s Awards may be dealt with including in a manner
           that allows the participant to participate in and/or benefit from any
           transaction arising from or in connection with the change of control
           event.

      (b)   The Board may specify in an invitation how a participant’s Award will
            be treated on a change of control event which may vary depending upon
            the circumstances of the change of control event.

13.   Capital reorganisation
      In the event of any capital reorganisation prior to vesting and exercise
      (if required) of an Award, the Award may be adjusted having regard to the
      ASX Listing Rules.
14.   Clawback provision
      The Board may determine that any unvested Award and vested but unexercised
      Award (if exercise is required) will lapse if, in the Board’s opinion,
      among other things:

      (a)   the participant has acted fraudulently or dishonestly, engaged in
            gross misconduct, breached his or her duties or obligations (including
            where the participant’s Award vests as a result of such conduct and
            the Board forms the opinion that the Award would not have otherwise
            vested); or

      (b)   there is a material misstatement     or   omission   in   the   financial
            statements of a group company.
           Schedule 2 – Summary of terms of the Performance Rights

The key terms and conditions of the Performance Rights to be granted to Justin
Tooth, Evan Kirby, Laurence Read and Grant Button under the Incentive Plan are
summarised below:

1.   No payment on grant or vesting
     No payment is required for the grant or on the vesting (or the issue of
     shares following vesting) of a Performance Right.

2.   Vesting of Performance Rights
     Performance Rights will vest on the Vesting Date set out in the table below,
     subject to satisfaction of the performance hurdles. If the terms of grant
     require the Performance Rights to be exercised, the participant must
     exercise the Performance Rights in order for vesting to occur.

     The performance hurdles attaching to the tranches of Performance Rights,
     along with the applicable Performance Hurdle Satisfaction Date and Vesting
     Date, are set out in the table below:

                                                  Performance
      Tranche of
                                                    Hurdle
      Performanc      Performance Hurdle                          Vesting Date
                                                 Satisfaction
       e Rights
                                                     Date
                                                                 3 years after
                   AIM Price is 0.35 pence
           A                                        1 year           hurdle
                           or more
                                                                  satisfaction
                                                                 3 years after
                    AIM Price is 0.5 pence
           B                                       18 months         hurdle
                           or more
                                                                  satisfaction
                                                                 2 years after
                   AIM Price is 0.75 pence
           C                                        2 years          hurdle
                           or more
                                                                  satisfaction
                                                                 2 years after
                    AIM Price is 1.1 pence
           D                                        3 years          hurdle
                           or more
                                                                  satisfaction
                                                                   18 months
                    AIM Price is 1.5 pence
           E                                        3 years       after hurdle
                           or more
                                                                  satisfaction
                                                                  1 year after
                    AIM Price is 2.0 pence
           F                                       3.5 years         hurdle
                           or more
                                                                  satisfaction
                       First commercial
                      production at any                             6 months
           G        project controlled by           5 years       after hurdle
                   the Company at the time                        satisfaction
                     of first production

3.   Performance Hurdle   Satisfaction Date
     If the performance   hurdle in respect of any Performance Rights has not been
     satisfied by the     relevant Performance Hurdle Satisfaction Date, those
     Performance Rights   will lapse.

4.   Entitlements under Performance Rights
     The Performance Rights do not entitle the holder to exercise any votes in
     respect of the shares to which the Performance Rights relate, nor is the
     holder entitled to participate in any dividend or any new issue of
     securities by the Company in respect of that Performance Right.
5.   Issue of shares on vesting of Performance Rights
     All shares to be issued on vesting and exercise (if required) of the
     Performance Rights will rank equally with those traded on the ASX at the
     time of issue.

6.   No transfer of Performance Rights
     The Performance Rights may not be transferred.

7.   Cessation of eligibility
     Where a participant ceases to be eligible to participate in the Incentive
     Plan, the Board may determine that some or all of the participant’s Award
     lapses, vests, is exercisable for a prescribed period (if applicable), or
     is no longer subject to some or all applicable restrictions.

8.   Change of control
     On a change of control event (which includes a takeover, merger, any person
     acquiring a relevant interest in more than 50% of the issued share capital
     in the Company and other similar events), the Board may, in its discretion,
     determine the manner in which any or all of a participant’s securities will
     be dealt with.

9.   Capital reorganisation
     In the event of any capital reorganisation, Performance Rights may be
     adjusted having regard to the ASX Listing Rules.

Date: 07/04/2017 10:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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