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Syndicated Metals Limited‌

ABN 61 115 768 986

Notice of Annual General Meeting

Notice is hereby given that the 2016 Annual General Meeting of Syndicated Metals Limited ABN 61 115 768 986 (Company) will be held at 10am (Perth time) on Thursday 27 October 2016 at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia.

The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting.

A Proxy Form is enclosed. If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

Please note terms used in this Notice of Meeting have the same meaning as set out in the Glossary of the Explanatory Memorandum accompanying this Notice of Meeting.

AGENDA

Financial Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2016, together with the Directors' Report and the Auditor's Report as set out in the Annual Report.

1. Resolution 1 - Non-binding resolution to adopt Remuneration Report

   To consider and, if thought fit, pass the following resolution as a non-binding resolution:

   "That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2016 be adopted."

   Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

   The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel

   whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the

   Company need not disregard a vote if:

   (a)

   (b)

   it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed

   Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the Resolution and expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

   it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included

   in the Remuneration Report, or their Closely Related Parties.

   Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 1 unless:

   (a)

   the appointment specifies the way the proxy is to vote on Resolution 1; or

   (b)

   the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy

   even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

   Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. In exceptional

   circumstances, the Chair of the Meeting may change his or her voting intention on Resolution 1, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

   If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

2. Resolution 2 - Re-election of Director - Peter Langworthy

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

   "That Mr Langworthy, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re-election, be re-elected as a Director."

3. Resolution 3 - Additional 10% Placement Capacity

   To consider and, if thought fit, to pass the following resolution as a special resolution:

   "That, for the purposes of Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of Equity Securities up to 10% of the Company's issued capital (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum."

   The Company will disregard any votes cast on Resolution 3 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed, and any Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:

4. a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

5. the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Resolution 4 - Approval to issue Shares and Options - Peter Langworthy

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

   "That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue to Omni GeoX Pty Ltd, an entity associated with a Director, Peter Langworthy, of up to 5,000,000 Shares at an issue price of 0.5 cents per Share together with up to 2,500,000 free attaching Options on the same terms and conditions as the Shortfall Offer and otherwise on the terms and conditions set out in the Explanatory Memorandum."

   Voting exclusion statement: The Company will disregard any votes cast on Resolution 4 by Omni GeoX Pty Ltd, Peter Langworthy and any Associate of those persons. However, the Company need not disregard a vote if it is cast by:

7. a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

8. the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. Resolution 5 - Approval to issue Shares and Options to CopperChem Ltd - Shortfall Top-up Issue 1

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

   "That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to a maximum of:

10. 7,791,500 Shares at an issue price of 0.5 cents per Share; and

11. 3,895,750 free Options,

12. to CopperChem Ltd on the same terms and conditions as the Shortfall Offer and otherwise on the terms and conditions set out in the Explanatory Memorandum."

    Voting exclusion statement: The Company will disregard any votes cast on Resolution 5 by CopperChem Ltd and any Associate of CopperChem Ltd. However, the Company need not disregard a vote if it is cast by:

13. a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

14. the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

15. Resolution 6 - Approval to issue Shares and Options to CopperChem Ltd - Shortfall Top-up Issue 2

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

    "That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to a maximum of:

16. 2,563,500 Shares at an issue price of 0.5 cents per Share; and

17. 1,281,750 free Options,

18. to CopperChem Ltd on the same terms and conditions as the Shortfall Offer and otherwise on the terms and conditions set out in the Explanatory Memorandum."

    Voting exclusion statement: The Company will disregard any votes cast on Resolution 6 by CopperChem Ltd and any Associate of CopperChem Ltd. However, the Company need not disregard a vote if it is cast by:

19. a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

20. the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

21. Resolution 7 - Ratify issue of Shares for acquisition of Monument Exploration Pty Ltd

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

    "That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 23,767,082 Shares (at an issue price of 0.8415 cents each) on 31 August 2016 on the terms and conditions set out in the Explanatory Memorandum."

    Voting exclusion statement: The Company will disregard any votes cast on Resolution 7 by any person who participated in the issue the subject of Resolution 7 and any person who is an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:

22. a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

23. the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

24. Resolution 8 - Approval to issue Shares to CopperChem Ltd - Top-up Issue 3

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

    "That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to a maximum of 12,184,000 Shares at an issue price of 0.8415 cents per Share to CopperChem Ltd on the terms and conditions set out in the Explanatory Memorandum."

    Voting exclusion statement: The Company will disregard any votes cast on Resolution 8 by CopperChem Ltd and any Associate of CopperChem Ltd. However, the Company need not disregard a vote if it is cast by:

26. a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

27. the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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