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«110 396 168 NOTICE OF GENERAL MEETING The General Meeting of the Company will be held at the Mantra on Murray, 305 Murray Street, Perth, Western ...»

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ATLAS IRON LIMITED

ACN 110 396 168

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at the Mantra on Murray,

305 Murray Street, Perth, Western Australia on Wednesday, 27 April 2016 at

9.00am (WST).

1

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of shareholders of Atlas Iron Limited ("Company" or "Atlas") will be held at the Mantra on Murray, 305 Murray Street, Perth, Western Australia on Wednesday, 27 April 2016 at 9.00am (WST) ("Meeting").

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum, Notes and the Proxy Form form part of this Notice.

Terms and abbreviations used in this Notice, the Notes, the Explanatory Memorandum and the Proxy Form are defined in Schedule 1: Definitions.

AGENDA

1. Resolution 1 – Approval to issue New Shares and New Options under the Financial Restructuring "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue of a minimum of 6,229,503,121 New Shares and 4,513,986,297 New Options and a maximum number of New Shares and New Options as is determined by applying the formula described in section 2.2(a) of this Notice, on the terms and conditions set out in the Explanatory Memorandum such that, excluding any Atlas securities held by the TLB Lenders prior to the issue of New Shares and New Options, the TLB Lenders will, immediately post the Financial Restructuring, hold approximately 70% of the Company’s total Shares and total Options then on issue, and the issue of any Shares on exercise of the New Options, be approved."

Short Explanation Approval is sought under the ASX Listing Rules to enable the Company to issue securities to the TLB Lenders (of which there are approximately 70 as at the Last Practicable Date). Atlas has signed the RSA with a majority of the TLB Lenders who hold more than 75% of the debt owed by Atlas to the TLB Lenders under the Term Loan B, and agreed an interim amendment to the existing Syndicated Facility Agreement that governs the Term Loan B (“Amendment”), on the material terms and conditions described in Schedule 3 to this Notice (collectively called “the Agreements”). Under the Agreements, Atlas will (among other things) pay down the TLB in an aggregate amount of US$10 million (US$7.5 million of which has already been paid on 24 December 2015 and US$2.5 million on implementation of the Financial Restructuring) and, subject to receipt of the Shareholder approval sought by this Resolution 1, issue New Shares and New Options to the TLB Lenders in exchange for the TLB Lenders retiring ~US$121.1 million (approximately A$168.2 million assuming an exchange rate of USD$0.72 = A$1.00) of the TLB debt.

Pursuant to the Financial Restructuring, the TLB Lenders will be issued that number of New Shares and New Options such that, immediately post the Financial Restructuring and excluding any Atlas securities held by the TLB Lenders prior to the issue of New Shares and New Options, they will hold approximately 70% of the Company’s total Shares and Options on issue. No one TLB Lender is expected to hold in excess of 20% of the total Shares on issue after the issue of their New Shares.

The Financial Restructuring will be implemented by way of a creditors' scheme of arrangement, pursuant to Part 5.1 of the Corporations Act. Accordingly, the issue of the New Shares and the New Options is subject not

only to the Shareholder approval sought by this Resolution, but is also subject to, among other things:

the Court convening a meeting of the TLB Lenders to consider the Creditors' Scheme;

a majority of TLB Lenders present and voting at the Scheme Meeting (in person or by proxy) holding at least 75% of the total debt owed by the Company to the TLB Lenders under the Term Loan B voting in favour of the Creditors’ Scheme; and the Court approving the Creditors' Scheme.

The Creditors' Scheme is itself conditional on Shareholder approval of Resolution 1 being obtained.

–  –  –

The Directors believe that there is a high risk that Atlas will fail to comply with the Asset Coverage Ratio when it is next tested on 30 June 2016. Failure to comply constitutes an event of default under the Syndicated Facility Agreement, entitling the TLB Lenders to instruct the agent to demand that Atlas repay the amount it owes to the TLB Lenders immediately and to appoint receivers and managers to the secured assets of Atlas.

It is the Directors' view that, were such an event of default to occur, the TLB Lenders would take this course of action and Atlas would be unable to repay the debt.

The Directors also believe that, should the appointment of a receiver and manager result in the sale of Atlas' business as a going concern or on a piecemeal basis, the proceeds of a sale on either such basis would be insufficient to repay the debt to the TLB Lenders.

In such a scenario, the Shareholders would receive nothing.

Furthermore, even if the Asset Coverage Ratio were to be satisfied when it is next tested on 30 June 2016 in circumstances where the Creditors' Scheme is not implemented on its terms, it remains the case that, in the Board's view, the Directors are required to pursue a refinancing or restructuring of TLB debt so that the Company can continue to operate as a going concern and meet its obligations under the TLB at maturity.





The detailed reasons for the Directors' beliefs and this recommendation, and the alternatives to the Creditors' Scheme that were considered by the Directors, are set out in sections 2.3 and 2.4 of this Notice.

If Resolution 1 is not approved by Shareholders, in addition to the matters outlined above, the Company’s financial position is expected to become very uncertain and the Directors would need to carefully consider the Company’s available options. Implications for the Company if Resolution 1 is not approved are described

more fully in section 2.4 of this Notice and may include the following (among other things):

1. The Company may consider appointing a voluntary administrator immediately after this Meeting, which could result in the TLB Lenders and other secured creditors appointing a receiver or receiver and manager in relation to the Company's secured assets.

2. The Company would need to urgently seek funding from alternate sources to repay some or all of the TLB debt. At the date of this Notice, the Company has not received any offers to fund the repayment of TLB debt and there is a high risk that this would not be possible in the months after the date of the Meeting, should the iron ore pricing environment continue to be volatile and deteriorate. Furthermore, the Company's ability to raise sufficient funds by way of asset sales or capital raisings is similarly uncertain, and will continue to be constrained by the volatile iron ore pricing environment and by the outlook for equity capital markets (in particular for resource companies) throughout 2016.

3. The Asset Coverage Ratio is tested on 30 June and 31 December each year. The Company considers

that there is a high risk that it will fail to satisfy the Asset Coverage Ratio covenant in the future if:

Shareholder approval is not granted; or the Creditors’ Scheme is not approved by the requisite majorities of TLB Lenders or by the Court, or is otherwise not implemented, and an alternative source of funding acceptable to the TLB Lenders is not found and implemented promptly in place of the Financial Restructuring.

As mentioned in this Notice, the Shareholder approval sought at the Meeting (allowing the Company to issue the New Shares and New Options to the TLB Lenders) is a condition precedent to implementation of the Creditors' Scheme.

Failure to satisfy the Asset Coverage Ratio covenant constitutes an event of default under the Syndicated Facility Agreement, which in turn entitles the TLB Lenders to instruct the agent under the Syndicated Facility Agreement to demand immediate repayment of the TLB debt from the Company and to, among other things, appoint a receiver and manager to the Company's secured assets.

–  –  –

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.

The Chair intends to vote all undirected proxies (where permitted) in favour of Resolution 1.

If you do not wish to appoint the Chair to vote on Resolution 1 in the manner indicated above, the Company encourages you to complete the voting directions in respect of Resolution 1 in Section B of the Proxy Form.

By Order of the Board Tony Walsh Company Secretary 21 March 2016

–  –  –

Right to vote The Board has determined that, for the purpose of voting at the Meeting, Shareholders are those persons who are the registered holders of Shares at 5.00pm (WST) on Monday, 25 April 2016.

Appointment of proxies Each Shareholder entitled to vote at the Meeting may appoint a proxy to attend and vote at the Meeting. To vote by proxy, please complete, sign and return the enclosed Proxy Form in accordance with its instructions. A proxy need not be a Shareholder of the Company and can be an individual or a body corporate.

A body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at the Meeting or in voting on the Resolution. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Share Registry.

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. If a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes to be exercised, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that if proxy holders vote, they must cast all directed proxies as directed. Section 250BB(1) of the Corporations Act provides that if an appointment of a proxy specifies the way the

proxy is to vote on a particular resolution:

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote as directed;

(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;

(c) if the proxy is the Chair, the proxy must vote on a poll, and must vote as directed; and (d) if the proxy is not the Chair, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote as directed.

Lodgement of proxy documents

For an appointment of a proxy for the Meeting to be effective:

the proxy's appointment; and if the proxy's appointment is signed by the appointor's attorney – the authority under which the appointment was signed (e.g. a power of attorney) or a certified copy of it, must be received by the Share Registry by 9.00am (WST) on Monday, 25 April 2016.

–  –  –

5 Important Notification This Notice does not constitute an offer to acquire or sell or a solicitation of an offer to sell or purchase any securities in any jurisdiction. In particular, this Notice does not constitute an offer, solicitation or sale to any U.S. person or in the United States or any state or jurisdiction in which such an offer, tender offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and neither such securities nor any interest or participation therein may not be offered, or sold, pledged or otherwise transferred, directly or indirectly, in the United States or to any U.S. person absent registration or an available exemption from, or a transaction not subject to, registration under the United States Securities Act of 1933.

6ATLAS IRON LIMITEDACN 110 396 168

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the Mantra on Murray, 305 Murray Street, Perth, Western Australia on Wednesday, 27 April 2016 at 9.00am (WST).

1. Introduction

1.1 Financial Restructuring proposal On 23 December 2015, the Company announced a proposed debt refinancing package with the TLB Lenders under the terms of the RSA. As part of this refinancing package, the Company will, subject to receipt of the Shareholder approval contemplated by Resolution 1 and implementation of the Creditors' Scheme outlined in this Notice (which includes, for the avoidance of doubt, satisfaction of all conditions precedent to the Creditors' Scheme), issue New Shares and New Options to the TLB Lenders (of which there are approximately 70 as at the Last Practicable Date) in exchange for a reduction in US dollar denominated debt of ~US$121.1 million (approximately AUD$168.2 million assuming an exchange rate of USD$0.72 = A$1.00). This will result in the Company issuing New Shares and New Options such that immediately post the Financial Restructuring, excluding any Atlas securities held by the TLB Lenders prior to the issue of New Shares and New Options, the TLB Lenders will hold approximately 70% of the Company’s total Shares and total Options then on issue.



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