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ADAVALE RESOURCES LIMITED AGM Information 2013

Nov 6, 2013

64300_rns_2013-11-06_2ae80d5e-9c86-4727-8723-1d5279b072f7.pdf

AGM Information

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**ADAVALE

RESOURCES
LIMITED**

**ACN

008
719
015**

**NOTICE

OF
ANNUAL
GENERAL
MEETING**

Notice
is
hereby
given
that
the
Annual
General
Meeting
of
shareholders
of
Adavale
Resources
Limited
(the Company )
will
be
held
at
Company’s
offices
at
Level
5,
151
Castlereagh
Street,
Sydney,
NSW
on
Monday
25 November
2013
at
11.00
am
(AEDT)
( Meeting ).

The
Explanatory
Notes
to
this
Notice
provides
additional
information
on
matters
to
be
considered
at
the Annual
General
Meeting.
The
Explanatory
Notes
and
the
Proxy
Form
forms
part
of
this
notice.

**BUSINESS

OF
THE
MEETING**

_____________

**Item

1:
Financial
Statements
and
Reports**

To
receive
and
consider
the
Financial
Report,
the
Directors’
Report
and
the
Auditor’s
Report
for
the
year
ended 30
June
2013.

**Item

2:
Remuneration
Report**

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

“To
adopt
the
Remuneration
Report
for
the
year
ended
30
June
2013.”

Notes:

  • (i) In
    accordance
    with
    section
    250R
    of
    the
    Corporations
    Act
    2001,
    the
    vote
    on
    this
    resolution
    will
    be advisory
    only
    and
    will
    not
    bind
    the
    directors
    or
    the
    Company.

  • (ii) A
    voting
    exclusion
    statement
    applies
    to
    this
    resolution
    (see
    Explanatory
    Notes
    for
    details).

**Item

3:
Election
of
Directors**

**Item

3.1
Election
of
Mr
Albert
Cheok**

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

“That
Mr
Albert
Cheok,
being
a
director
who
was
appointed
by
the
Directors
on
20
December
2012
and
whose appointment
as
a
Director
expires
at
the
conclusion
of
the
Annual
General
Meeting
of
the
Company
and,
being eligible,
offers
himself
for
election,
be
re-­‐elected
as
a
director
of
the
Company.”

**Item

3.2
Election
of
Mr
Saharto
Sahardjo**

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

“That
Mr
Saharto
Sahardjo,
being
a
director
who
was
appointed
by
the
Directors
on
20
December
2012
and whose
appointment
as
a
Director
expires
at
the
conclusion
of
the
Annual
General
Meeting
of
the
Company
and, being
eligible,
offers
himself
for
election,
be
re-­‐elected
as
a
director
of
the
Company.”

**Item

3.3
Election
of
Mr
Peter
Murphy**

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

“That
Mr
Peter
Murphy,
being
a
director
who
was
appointed
by
the
Directors
on
27
September
2013
and
whose appointment
as
a
Director
expires
at
the
conclusion
of
the
Annual
General
Meeting
of
the
Company
and,
being eligible,
offers
himself
for
election,
be
re-­‐elected
as
a
director
of
the
Company.”

**Item

3.4
Re-­‐election
of
Mr
Haryono
Eddyarto**

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

“That
Mr
Haryono
Eddyarto,
being
a
director
who
is
retiring
in
accordance
with
clause
13.2
of
the
Company’s constitution,
and
being
eligible,
offers
himself
for
re-­‐election,
be
re-­‐elected
as
a
director
of
the
Company.”

**Item

4:
Ratification
of
Milestone
Options
to
Mr
Haryono
Eddyarto

Related
Party**

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

“That,
in
accordance
with
the
ASX
Letter,
Shareholders
ratify
the
grant
of
60,000,000
Milestone
Options
to
Mr Haryono
Eddyarto
on
the
terms
and
conditions
set
out
in
the
Explanatory
Notes
accompanying
this
Notice.

Note:
A
voting
exclusion
Statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).

**Item

5:
Additional
10%
Placement
Capacity**

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

“That,
for
the
purposes
of
Listing
Rule
7.1A
and
for
all
other
purposes,
approval
is
given
for
the
issue
of
Equity Securities
totalling
up
to
10%
of
the
issued
capital
of
the
Company
at
the
time
of
issue,
calculated
in accordance
with
the
formula
prescribed
in
Listing
Rule
7.1A.2
and
on
the
terms
and
conditions
set
out
in
the Explanatory
Notes.”

Note:
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).

ENTITLEMENT
TO
VOTE

_____________

The
Directors
have
determined
pursuant
to
regulation
7.11.37
of
the
Corporations
Regulations
2001
(Cth)
that the
persons
eligible
to
vote
at
the
Meeting
are
those
who
are
registered
shareholders
of
the
Company
as
at 11.00am
(AEDT)
on
Saturday
23
November
2013
( Entitlement
Time
),
subject
to
any
applicable
voting exclusion.

This
means
that
if
you
are
not
the
registered
holder
of
a
share
in
the
Company
at
the
Entitlement
Time,
you will
not
be
entitled
to
attend
and
vote
at
the
Meeting.

**ANNUAL

REPORT**

_____________

Copies
of
the
Company’s
full
Annual
Report
may
be
accessed
at
our
website
www.adavaleresources.com.au.

**VOTING

OPTIONS
AND
PROXIES**

_____________

If
you
do
not
plan
to
attend
the
meeting
in
person,
you
are
encouraged
to
complete
and
return
the
Proxy
Form which
accompanies
this
Notice
of
Annual
General
Meeting.

**Voting

by
Proxy**

A
shareholder
who
is
entitled
to
attend
and
vote
at
this
Meeting
is
entitled
to
appoint
not
more
than
2
proxies to
attend
and
vote
in
place
of
the
shareholder.

If
the
shareholder
appoints
2
proxies,
the
shareholder
may
specify
the
proportion
or
number
of
votes
each proxy
is
entitled
to
exercise.
If
no
proportion
or
number
of
votes
is
specified,
each
proxy
may
exercise
half
of the
shareholder’s
votes.
If
the
specified
proportion
or
number
of
votes
exceed
that
which
the
shareholder
is entitled
to,
each
proxy
may
exercise
half
of
the
shareholder’s
votes.
Any
fractions
of
votes
brought
about
by the
apportionment
of
votes
to
a
proxy
will
be
disregarded.

A
proxy
need
not
be
a
shareholder
of
the
Company.
A
body
corporate
appointed
as
a
shareholder’s
proxy
may appoint
a
representative
to
exercise
any
of
the
powers
the
body
may
exercise
as
a
proxy
at
the
Meeting.
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
Company.

Subject
to
the
specific
proxy
provisions
applying
to
Item
2
(see
the
Explanatory
Notes
below):

  • -­‐ If
    a
    shareholder
    has
    not
    directed
    their
    proxy
    how
    to
    vote,
    the
    proxy
    may
    vote
    as
    the
    proxy determines,
    and

  • -­‐ If
    a
    shareholder
    appoints
    the
    Chair
    of
    the
    Meeting
    as
    proxy
    and
    does
    not
    direct
    the
    Chair
    how
    to
    vote on
    an
    item
    of
    business,
    the
    Chair
    will
    vote
    in
    accordance
    with
    his
    voting
    intention
    as
    stated
    in
    this Notice
    of
    Meeting,
    namely
    in
    favour
    of
    each
    of
    the
    proposed
    resolutions
    set
    out
    in
    the
    Notice
    of Meeting.

**Proxy

Voting
by
the
Chair**

For
Item
2
(Remuneration
Report),
where
the
Chair
is
appointed
as
a
shareholder’s
proxy
and
that
shareholder has:

  • -­‐ Marked
    the
    Chair’s
    box
    on
    the
    proxy
    form;
    and

  • -­‐ Has
    not
    specified
    the
    way
    in
    which
    the
    Chair
    is
    to
    vote
    on
    Item
    2,

the
shareholder
is
directing
the
Chair
to
vote
in
accordance
with
the
Chair’s
voting
intentions
for
this
item
of business.

The
Chair
intends
to
vote
all
undirected
proxies
in
favour
of
the
resolutions
put
in
the
Notice
of
Meeting. Proxy
Forms

To
be
effective,
the
Proxy
Form
must
be
completed,
signed
and
lodged
(together
with
the
relevant
original power
of
attorney
or
a
certified
copy
if
the
proxy
is
signed
by
an
attorney)
with
the
Company
at
its
share registry,
as
an
original
or
by
facsimile, no
later
than
11.00am
(AEDT)
on
Saturday
23
November
2013
( Proxy Deadline ).

Proxy
forms
may
be
submitted
in
one
of
the
following
ways:

  • (i) By
    mail
    to
    Computershare
    Investor
    Services
    Pty
    Limited
    ( Computershare )
    using
    the
    reply
    paid envelope
    or
    GPO
    Box
    2975,
    Melbourne
    VIC
  • Please
    allow
    sufficient
    time
    so
    that
    it
    reaches Computershare
    by
    the
    Proxy
    Deadline;

  • (ii) By
    fax
    to
    Computershare
    on
    1800
    783
    447
    (inside
    Australia)
    or
    +61
    3
    9473
    255
    (outside Australia);

  • (iii) Online via
    the
    Company’s
    Share
    Registry
    website
    at
    www.investorvote.com.au.
    Please
    refer
    to the
    Proxy
    Form
    for
    more
    information;
    or

  • (iv) By
    hand
    delivery
    to
    Computershare
    at
    Level
    4,
    60
    Carrington
    Street,
    Sydney
    NSW

Proxy
Forms
and
Powers
of
Attorney
must
be
received
by
the
Proxy
Deadline.

**CORPORATE

REPRESENTATIVES**

_____________

Where
a
shareholding
is
registered
in
the
name
of
a
corporation,
the
corporate
shareholder
may
appoint
a person
to
act
as
its
representative
to
attend
the
meeting
by
providing
that
person
with:

  • (i) a
    letter
    or
    certificate
    authorising
    him
    or
    her
    as
    the
    corporation’s
    representative,
    executed
    in accordance
    with
    the
    corporation’s
    constitution;
    or

  • (ii) a
    copy
    of
    the
    resolution
    appointing
    the
    representative,
    certified
    by
    a
    secretary
    or
    director
    of
    the corporation.

BY
ORDER
OF
THE
BOARD

==> picture [95 x 56] intentionally omitted <==

Leanne
Ralph
Company
Secretary 17
October
2013

**Explanatory

Notes**

**Notes

on
Business**

**ITEM

1:
Financial
Statements**

As
required
by
section
317
of
the Corporations
Act
2001
the
financial
report,
directors’
report
and
auditor’s
report
of
the Company
for
the
most
recent
financial
year
must
be
laid
before
the
meeting.

There
is
no
requirement
for
a
formal
resolution
on
this
item.

The
Chairman
of
the
meeting
will
allow
a
reasonable
opportunity
at
the
meeting
for
shareholders
to
ask
questions
about
or make
comments
on
the
management
of
the
Company.

Shareholders
will
also
be
given
a
reasonable
opportunity
at
the meeting
to
ask
the
Company’s
auditor,
Grant
Thornton
Audit
Pty
Ltd
( GT ),
questions
about
its
audit
report,
the
conduct
of its
audit
of
the
Company’s
financial
report
for
the
year
ended
30
June
2013,
the
preparation
and
content
of
its
audit
report, the
accounting
policies
adopted
by
the
Company
in
its
preparation
of
the
financial
statements
and
the
independence
of
GT in
relation
to
the
conduct
of
the
audit.

Shareholders
may
submit
written
questions
to
GT
to
be
answered
at
the
meeting,
provided
the
question
is
relevant
to
the content
of
GT’s
audit
report
or
the
conduct
of
the
audit
of
the
company’s
financial
report
for
the
year
ended
30
June
2013.

Written
questions
must
be
received
no
later
than
5.00pm
on
Wednesday
20
November
2013.
Any
written
questions
to
GT can
be
sent
to
Computershare
Investor
Services
Pty
Limited GPO
Box
2975,
Melbourne
VIC
3001
(or
by
Fax:
1800
783
447).

**ITEM

2:
Adoption
of
Remuneration
Report**

**2.1

Reasons
for
Resolution**

In
accordance
with
section
300A
of
the Corporations
Act
2001
and
the
ASX
Corporate
Governance
Principles
and Recommendations,
the
Company
has
included
in
its
Annual
Report
a
remuneration
report
for
the
consideration
of members.

The
members’
resolution
on
this
item
of
business
is
advisory
only
and
does
not
bind
the
board
or
the
Company.

The
objective
of
the
Company's
executive
reward
framework
is
to
ensure
reward
for
performance
is
competitive
and appropriate
for
the
results
delivered.
The
framework
aligns
executive
reward
with
achievement
of
strategic
objectives
and the
creation
of
value
for
shareholders,
and
conforms
with
market
practice
for
delivery
of
reward.

In
summary,
the
remuneration
report
in
the
Annual
Report:

  • § explains
    the
    principles
    used
    for
    determining
    the
    nature
    and
    amount
    of
    remuneration
    of
    directors
    and
    senior managers
    of
    the
    Company;

  • § sets
    out
    remuneration
    details
    for
    each
    director
    and
    senior
    executive
    of
    the
    Company
    (including
    the
    value
    of
    any options
    granted
    to
    those
    persons);

  • § outlines
    service
    contracts
    of
    key
    management
    personnel;
    and

  • § provides
    details
    of
    options
    granted
    to
    directors
    and
    key
    management
    personnel.

**2.2

Voting
Exclusion
Statement**

As
required
by
the Corporations
Act
2001
,
the
Company
will
disregard
any
votes
cast
on
Item
2
by
any
member
of
the Company’s
key
management
personnel[1] ( KMP )
or
a
closely
related
party[2] of
any
such
member
unless
the
person:

  • (i) votes
    as
    a
    proxy
    appointed
    by
    writing
    that
    specifies
    how
    the
    person
    is
    to
    vote
    on
    the
    resolutions;
    or

  • (ii) is
    the
    Chairman
    of
    the
    Meeting
    and
    votes
    as
    a
    proxy
    appointed
    by
    writing
    that
    authorises
    the
    Chair
    to
    vote
    on
    the resolutions
    even
    though
    that
    resolution
    is
    connected
    with
    the
    remuneration
    of
    a
    member
    of
    the
    Company’s
    KMP.

  • 1
    ‘key
    management
    personnel’
    has
    the
    meaning
    as
    defined
    in
    Section
    9
    of
    the
    Corporations
    Act

  • 2
    ‘closely
    related
    party’
    has
    the
    meaning
    as
    defined
    in
    Section
    9
    of
    the
    Corporations
    Act

What
this
means
for
shareholders:
If
you
intend
to
appoint
a
member
of
the
KMP
(such
as
one
of
the
directors)
as
your proxy,
please
ensure
that
you
direct
them
how
to
vote
on
the
proposed
resolution
in
Item
2.
If
you
intend
to
appoint
the Chair
of
the
Meeting
as
your
proxy,
you
can
direct
him/her
how
to
vote
by
marking
the
boxes
for
Item
2
(for
example,
if you
wish
to
vote
for,
against
or
abstain
from
voting),
or
you
can
choose
not
to
mark
any
of
the
boxes
for
Item
2
and
give the
Chair
your
express
authority
to
vote
your
undirected
proxy
(in
which
case
the
Chair
will
vote
in
favour
of
this
item
of business).

**ITEM

3:
Election
of
Directors**

In
accordance
with
the
Company’s
constitution
any
directors
appointed
by
the
board
during
the
year
must
retire
from office
and
be
eligible
for
re-­‐election
at
the
next
general
meeting
following
their
appointment.

Clause
13.4
of
the
Company
Constitution
states
that
Directors
are
permitted
to
appoint
a
person
as
a
Director
either
to
fill a
casual
vacancy
or
as
an
addition
to
the
existing
Directors.
A
Director
appointed
under
this
article
holds
office
until
the conclusion
of
the
next
annual
general
meeting
of
the
Company
and
is
then
eligible
for
election
at
that
meeting,
but
shall not
be
taken
into
account
in
determining
the
Directors
who
are
to
retire
by
rotation
at
that
meeting.

Mr
Albert
Cheok,
Mr
Saharto
Sahardjo
were
appointed
as
directors
by
the
board
on
20[th] December
2012
and
therefore retire
and
offer
themselves
for
re-­‐election.

Mr
Peter
Murphy
was
appointed
as
a
director
by
the
board
on
27
September 2013
and
also
therefore
retires
and
offers
himself
for
re-­‐election
at
this
meeting.

Details
of
these
candidates
are
outlined
below.

Clause
13.2
of
the
Constitution
also
states
that
an
election
of
directors
must
be
held
at
each
Annual
General
Meeting.
The constitution
states
that
one-­‐third
of
all
directors
must
retire
and
offer
themselves
for
re-­‐election,
excluding
the
Managing Director
and
directors
appointed
during
the
year
by
the
Board.

If
no
directors
are
scheduled
to
be
elected
by
virtue
of
the ASX
Listing
Rules
or
the
constitution,
then
one-­‐third
of
directors
must
still
retire
and
be
re-­‐elected
by
the
members
of
the Company.
Normally,
this
would
be
the
director
(other
than
the
Managing
Director)
who
has
held
office
the
longest
since being
appointed
or
last
being
elected.

ASX
Listing
Rule
14.4
states
that
no
director
is
entitled
to
hold
office
without
re-­‐election
past
the
third
AGM
following
the director’s
appointment
or
three
years,
whichever
is
longer.

Mr
Haryono
Eddyarto
as
the
remaining
director
of
the
board
is
submitting
himself
for
re-­‐election
by
rotation
at
this meeting.
He
was
last
reappointed
to
the
board
on
28
September
2011.

Details
of
Mr
Eddyrto
are
also
outlined
below.

**Item

3.1
Mr
Albert
Cheok**

Mr
Albert
Cheok
currently
serves
as
a
Non-­‐Executive
Director
of
the
Company.

Mr
Cheok
is
a
Fellow
of
the
Australian
Institute
of
Certified
Public
Accountants
and
is
a
banker
with
over
30
years’ experience
in
banking
in
the
Asia-­‐Pacific
region.
Mr
Cheok
currently
is
the
Chairman
of
Bowsprit
Capital
Corporation Limited,
the
Manager
of
First
Real
Estate
Investment
Trust,
a
healthcare
REIT,
and
the
Chairman
of
LMIRT
Management Ltd,
the
Manager
of
Lippo
Malls
Indonesia
Retail
Trust,
a
retail
mall
REIT.
Both
the
REITS
are
listed
in
Singapore.
Mr
Cheok is
the
Deputy
Chairman
of
Metal
Reclaimation,
a
leading
lead
refinery
in
Malaysia.

Mr
Cheok
is
a
Senior
Adviser
to
a
number
of
businesses
and
industrial
groups
in
SE
Asia.
He
is
the
Vice
Governor
on
the Board
of
Governors
of
the
Malaysian
Institute
of
Corporate
Governance;
a
private/public
sector
initiative
established
to promote
good
corporate
governance
practices
in
Malaysia.
Mr
Cheok
brings
an
extensive
breadth
and
depth
of
experience and
wisdom
to
the
Company
given
his
work
experience
across
a
diverse
range
of
industries,
in
particular
his
knowledge
and and
experience
in
banking
and
business
in
Hong
Kong,
Singapore
and
Indonesia.
Mr
Cheok
also
provides
a
bridge
between Adavale’s
Australian
and
Indonesian
operations.

Mr
Cheok
is
Chair
of
the
Investment
&
Capital
Markets
Committee
and
a
member
of
the
Audit
Committee.

**Item

3.2
Saharto
Sahardjo**

Mr
Saharto
Sahardjo
currently
serves
as
a
Non-­‐Executive
Director
of
the
Company.

Mr
Saharto
is
an
Indonesian
Professional
Business
Law
Advisor
with
over
25
years'
experience
in
the
management
of companies.
He
has
a
Law
Degree
Major
in
Private
International
Law
and
is
a
Notarial Specialist.
He
also
has
a
Master
of Business
Administration.
Mr
Saharto
worked
for
PT
Tambang
Timah,
Tin
Mining
in
Indonesia
as
Legal
Staff
(1982-­‐1985), and
PT
Latinusa
(1985-­‐1998),
the
only
tin
plate
industry
in
Indonesia,
as
Manager,
and
thereafter
as
Company
Secretary before
becoming
the
Commercial
Director.
He
has
assisted
the
President
Director
of
PT
Krakatau
Steel
and
was
a
Team Member
of
Good
Corporate
Governance
of
PT
Krakatau
Steel
(Counterpart
of
Price
Water
House
Cooper's Team)
(1998-­‐ 2001).

He
is
the
Commissioner
of
PT
Adavale
Harner
Resources,
an
affiliate
of
the
Company.
He
was
also
recently
appointed
as
the Commissioner
of
PT
Prima
Perkasa
Abadi,
a
subsidiary
of
the
Company.

Mr
Saharto
is
in
charge
of
compliance
and
good
corporate
governance
practices
of
the
Company
in
his
position
as
Chair
of the
Audit
Committee.

**Item

3.3
Peter
Murphy**

Mr
Peter
Murphy
currently
serves
as
a
Non-­‐Executive
Director
of
the
Company.

Mr
Murphy
has
a
B.com
from
Melbourne
University
and
has
spent
his
business
career
in
the
international
commodity trading,
marketing
and
business
development
area.
Over
a
30
year
career
Mr
Murphy
has
worked
in
various
countries including
10
years
in
Asia
and
travels
to
the
Indian
subcontinent
on
a
regular
basis.
He
worked
with
Philipp
Brothers
for
15 years
and
subsequently
spent
time
with
Marc
Rich
AG
and
Glencore.
He
was
also
retained
by
the
Thyssen
coal
group
as their
representative
in
Asia
and
at
various
times
has
also
represented
the
Belgian
based
Union
Miniere
and
Newco
AG
of Switzerland
and
the
Kolkata
based
Visa
Group.
For
the
past
two
years
he
has
been
actively
involved
in
consulting
to
the Indonesian
coal
Industry.

Mr
Murphy
is
currently
a
Director
of
Balmoral
Resource
Trading
Pty
Ltd
and
Calibre
Asset
Management
Ltd.

Mr
Murphy
is
a
member
of
the
Investments
&
Capital
Markets
Committee.

**Item

3.4
Haryono
Eddyarto**

Mr
Haryono
Eddyarto
is
an
Indonesian
Resident
and
has
over
35
years
experience
in
International
Trade.
He
has
extensive business
activities
ranging
from
Commodity
Trading,
Mining,
Chemical,
Television
and
Property.
Mr
Eddyarto
is
a
strong promoter
of
the
Asian
region
having
represented
Indonesian
Chamber
of
Commerce
and
Industry
in
the
G-­‐15,
G77
and
the Ocean
Rim-­‐
ARG
Business
Forum.

Mr
Eddyarto
currently
serves
on
the
board
of
Pt
House
of
Indonesia,
Pt
Inter
Minerals
Resources,
Pt
Nikelindo,
Space
Bee Broadcasting
Services
AG,
Switzerland
and
Pt
Teras
Nirwana
Bali.

Mr
Eddyarto
is
Chairman
of
the
Board.

**ITEM

4:
Ratification
of
Milestone
Options
to
Mr
Haryono
Eddyarto

Related
Party**

**4.1

Reasons
for
resolution**

At
the
General
Meeting
held
on
20
December
2012,
shareholders
of
the
Company
voted
to
grant
Mr
Eddyarto
60,000,000 Milestone
Options
on
the
terms
outlined
in
the
Notice
for
that
meeting
dated
8
November
2012.
On
30
January
2013,
the Board
granted
these
Milestone
Options
to
Mr
Eddyarto.
However
the
grant
of
the
Milestone
Options
was
10
days
later than
required
by
ASX
Listing
Rule
10.13.3.

**4.2

ASX
Letter**

The
Company
received
a
letter
from
ASX
on
27
March
2013
(ASX
Letter)
with
respect
to
the
late
issue
of
options
to
Mr Haryono
Eddyarto
on
15
February
2013.

The
ASX
Letter
requires
the
Company
to
seek
shareholder
re-­‐approval
for
the
issue
of
the
Milestone
Options
at
the
next general
meeting
held
by
the
Company.
The
re-­‐approval
is
based
on
the
following
conditions:

  • the
    Milestone
    Options
    cannot
    be
    exercised,
    unless
    and
    until
    shareholder
    approval
    for
    their
    issue
    has been
    re-­‐obtained
    ;
    and

  • if
    Shareholder
    approval
    is
    not
    obtained
    at
    this
    Meeting,
    the
    Company
    is
    to
    cancel
    the
    Milestone
    Options within
    5
    Business
    Days
    of
    the
    date
    of
    this
    Meeting.

**4.3

ASX
Voting
Exclusion**

The
Company
will
disregard
any
votes
cast
on
this
Resolution
by
Mr
Haryono
Eddarto
and
any
of
his
associates.
However, the
Company
need
not
disregard
a
vote
if
it
is
cast
by
a
person
as
a
proxy
for
a
person
who
is
entitled
to
vote,
in accordance
with
a
direction
on
the
Proxy
Form
to
Vote
as
the
proxy
decides.

**4.4

Voting
Prohibition
Statement**

A
person
appointed
as
a
proxy
must
not
vote,
on
the
basis
of
that
appointment,
on
this
Resolution
if:

  • (a) The
    proxy
    is
    either:

  • a. a
    member
    of
    the
    Key
    Management
    Personnel;
    or

b. a
Closely
Related
Party
of
such
a
member;
and

  • (b) The
    appointment
    does
    not
    specify
    the
    way
    the
    proxy
    is
    to
    vote
    on
    this
    Resolution.

However,
the
above
prohibition
does
not
apply
if:

  • (c) The
    proxy
    is
    the
    Chair
    of
    the
    Meeting;
    and

  • (d) The
    appointment
    expressly
    authorises
    the
    Chair
    to
    exercise
    the
    proxy
    even
    if
    the
    Resolution
    is
    connected
    directly or
    indirectly
    with
    remuneration
    of
    a
    member
    of
    the
    Key
    Management
    Personnel.

**ITEM

5: Additional
10%
Placement
Capacity**

**5.1

General**

ASX
Listing
Rule
7.1A
provides
that
an
Eligible
Entity
may
seek
Shareholder
approval
at
its
annual
general
meeting
to
allow it
to
issue
Equity
Securities
up
to
10%
of
its
issued
capital
( 10%
Placement
Capacity
).
If
Shareholders
approve
the resolution
in
Item
5,
the
number
of
Equity
Securities
the
Company
may
issue
under
the
10%
Placement
Capacity
will
be determined
in
accordance
with
the
formula
prescribed
in
ASX
Listing
Rule
7.1A.2
(as
set
out
in
4.2
below).

The
Company
is
an
Eligible
Entity.
The
effect
of
the
resolution
in
Item
5
will
be
to
allow
the
Directors
to
issue
Equity Securities
up
to
10%
of
the
Company’s
fully
paid
ordinary
securities
on
issue
under
the
10%
Placement
Capacity
during
the period
up
to
12
months
after
the
meeting,
without
Shareholder
approval
and
without
using
the
Company’s
15%
annual placement
capacity
granted
under
Listing
Rule
7.1.

The
resolution
in
Item
5
is
a
special
resolution.
Accordingly,
at
least
75%
of
votes
cast
by
Shareholders
present
and
eligible to
vote
at
the
Meeting
must
be
in
favour
of
this
resolution
for
it
to
be
passed.

**5.2

10%
Placement
Capacity**

ASX
Listing
Rule
7.1A
came
into
effect
on
1
August
2012
and
enables
an
Eligible
Entity
to
seek
Shareholder
approval
at
its annual
general
meeting
to
issue
Equity
Securities
in
addition
to
those
under
the
Eligible
Entity’s
15%
annual
placement capacity.

An
Eligible
Entity
is
one
that,
as
at
the
date
of
the
relevant
annual
general
meeting:

  • (a) is
    not
    included
    in
    the
    A&P/ASX
    300
    Index;
    and

  • (b) has
    a
    maximum
    market
    capitalisation
    (excluding
    restricted
    securities
    and
    securities
    quoted
    on
    a
    deferred settlement
    basis)
    of
    $300,000,000.

The
Company
is
an
Eligible
Entity
as
it
is
not
included
in
the
A&P/ASX
300
Index
and
has
a
current
market
capitalisation
at the
27
September
2013
of
$950,970.

The
Equity
Securities
must
be
in
the
same
class
as
an
existing
class
of
quoted
Equity
Securities.
The
Company
currently
has two
classes
of
Equity
Securities
on
issue,
being
quoted
ordinary
shares
and
unlisted
options.

The
exact
number
of
Equity
Securities
that
the
Company
may
issue
under
an
approval
under
Listing
Rule
7.1A
is
outlined
in Listing
Rule
7.2A.2.
This
rule
provides
that
Eligible
Entities
which
have
obtained
Shareholder
approval
at
an
annual
general meeting,
my
issue
or
agree
to
issue,
during
the
12
month
period
after
the
date
of
the
annual
general
meeting,
a
number
of Equity
Securities
calculated
according
to
the
following
formula:

(A
x
D)

E

Where:

A is
the
number
of
Shares
on
issue
12
months
before
the
date
of
issue
or
agreement:

  • (a) plus
    the
    number
    of
    Shares
    issued
    in
    the
    previous
    12
    months
    under
    an
    exception
    in
    ASX
    Listing
    Rule
    7.2;

  • (b) plus
    the
    number
    of
    partly
    paid
    shares
    that
    became
    fully
    paid
    in
    the
    previous
    12
    months;

  • (c) plus
    the
    number
    of
    Shares
    issued
    in
    the
    previous
    12
    months
    with
    approval
    of
    holders
    of
    Shares
    under Listing
    Rules
    7.1
    and
    7.4.
    This
    does
    not
    include
    an
    issue
    of
    fully
    paid
    ordinary
    shares
    under
    the
    entity’s 15%
    placement
    capacity
    without
    shareholder
    approval;
    and

  • (d) less
    the
    number
    of
    Shares
    cancelled
    in
    the
    previous
    12
    months.

D is
10%

  • E is
    the
    number
    of
    Equity
    Securities
    issued
    or
    agreed
    to
    be
    issued
    under
    ASX
    Listing
    Rule
    7.1A.2
    in
    the
    12
    months before
    the
    date
    of
    issue
    or
    agreement
    to
    issue
    that
    are
    not
    issued
    with
    the
    approval
    of
    holders
    of
    ordinary
    shares under
    ASX
    Listing
    Rule
    7.1
    or
    7.4.

**5.3

Technical
information
required
by
ASX
Listing
Rule
7.1A**

Pursuant
to
and
in
accordance
with
ASX
Listing
Rule
7.3A,
the
information
below
is
provided
in
relation
to
this
resolution.

**(a) Minimum

Price**

The
minimum
price
at
which
the
Equity
Securities
may
be
issued
is
75%
of
the
volume
weighted
average
price
of Equity
Securities
in
that
class,
calculated
over
the
15
ASX
trading
days
on
which
trades
in
that
class
were
recorded immediately
before:

  • (i) the
    date
    on
    which
    the
    price
    at
    which
    the
    Equity
    Securities
    are
    to
    be
    issued
    is
    agreed;
    or

(ii) if
the
Equity
Securities
are
not
issued
within
5
(five)
ASX
trading
days
of
the
date
in
paragraph 6.3(a)(i),
the
date
on
which
the
Equity
Securities
are
issued.

**(b) Date

of
Issue**

The
Equity
Securities
may
be
issued
under
the
10%
Placement
Capacity
commencing
on
the
date
of
the
Meeting and
expiring
on
the
first
to
occur
of
the
following:

  • (i) 12
    months
    after
    the
    date
    of
    this
    Meeting;
    and

  • (ii) the
    date
    of
    approval
    by
    Shareholders
    of
    any
    transaction
    under
    ASX
    Listing
    Rules
    11.1.2
    (a
    significant change
    to
    the
    nature
    or
    scale
    of
    the
    Company’s
    activities)
    or
    11.2
    (disposal
    of
    the
    Company’s
    main undertaking)
    (after
    which
    date,
    an
    approval
    under
    Listing
    Rule
    7.1A
    ceases
    to
    be
    valid).

**(10%

Placement
Capacity
Period).**

**(c) Risk

of
voting
dilution**

Any
issue
of
Equity
Securities
under
the
10%
Placement
Capacity
will
dilute
the
interests
of
Shareholders
who
do not
receive
any
Shares
under
the
issue.

If
the
resolution
in
Item
5
is
approved
by
Shareholders
and
the
Company
issues
the
maximum
number
of
Equity Securities
available
under
the
10%
Placement
Capacity,
the
economic
and
voting
dilution
of
existing
Shares
would be
as
shown
in
the
table
below.

The
table
below
shows
the
dilution
of
existing
Shareholders
calculated
in
accordance
with
the
formula
outlined
in ASX
Listing
Rule
7.1A2,
on
the
basis
of
the
current
market
price
of
Shares
and
the
current
number
of
Equity Securities
on
issue
as
at
the
date
of
this
Notice.

The
table
also
shows
the
voting
dilution
impact
where
the
number
of
Shares
on
issue
(Variable
A
in
the
formula) changes
and
the
economic
dilution
where
there
are
changes
in
the
issue
price
of
Shares
issued
under
the
10% Placement
Capacity.

Number of Shares
on Issue
Dilution Dilution
Issue
Price
(per
Share)
$0.0.0015
(50% decrease in
current market
price)
$0.003
(Current market
price)
$0.006
(100% increase in
current market
price)
316,990,035
(Current
Variable
A)
Shares issued – 10%
voting dilution
31,699,004
31,699,004
31,699,004
Funds raised $47,549
$95,097
$190,194
475,485,053
(50% increase in
**Variable A) ***
Shares issued – 10%
voting dilution
47,548,505
47,548,505
47,548,505
Funds raised $71,323
$142,646
$285,291
633,980,070
(100% increase in
Variable A)*
Shares issued – 10%
voting dilution
63,398,007
63,398,007
63,398,007
Funds raised $95,097
$190,194
$380,388
  • The
    number
    of
    shares
    on
    issue
    (Variable
    A
    in
    the
    formula)
    could
    increase
    as
    a
    result
    of
    the
    issue
    of
    shares
    that
    do not
    require
    Shareholder
    approval
    (such
    as
    under
    a
    pro-­‐rata
    rights
    issue
    or
    scrip
    issue
    under
    a
    takeover
    offer)
    or
    that are
    issued
    with
    Shareholder
    approval
    under
    Listing
    Rule
    7.1.

**The

table
above
has
been
prepared
on
the
following
assumptions:**

  1. Variable
    A
    is
    316,990,035
    which
    is
    the
    shares
    currently
    on
    issue.

  2. The
    market
    price
    set
    out
    above
    is
    the
    closing
    price
    of
    the
    Shares
    on
    the
    ASX
    on
    27
    September

  3. The
    Company
    issues
    the
    maximum
    possible
    number
    of
    shares
    under
    the
    10%
    Placement
    Capacity. 4. The
    Company
    has
    not
    issued
    any
    other
    Equity
    Securities
    in
    the
    12
    months
    prior
    to
    the
    Meeting
    that
    were
    not issued
    under
    an
    exception
    in
    ASX
    Listing
    Rule
    7.2.

  4. The
    issue
    of
    Equity
    Securities
    under
    the
    10%
    Placement
    Capacity
    consists
    only
    of
    Shares.

  5. The
    calculations
    above
    do
    not
    show
    the
    dilution
    that
    any
    one
    particular
    Shareholder
    will
    be
    subject
    to.

All Shareholders
should
consider
the
dilution
caused
to
their
own
shareholding
depending
on
their
specific circumstances.

  1. This
    table
    does
    not
    set
    out
    any
    dilution
    pursuant
    to
    approvals
    under
    ASX
    Listing
    Rule
    7.1.

  2. The
    10%
    voting
    dilution
    reflects
    the
    aggregate
    percentage
    dilution
    against
    the
    issued
    share
    capital
    at
    the
    time of
    issue.
    This
    is
    why
    the
    voting
    dilution
    is
    shown
    in
    each
    example
    as
    10%.

  3. The
    table
    does
    not
    show
    an
    example
    of
    dilution
    that
    may
    be
    caused
    to
    a
    particular
    Shareholder
    by
    reason
    of placements
    under
    the
    10%
    Placement
    Capacity,
    based
    on
    that
    Shareholder’s
    holding
    at
    the
    date
    of
    the Meeting.

Shareholders
should
note
that
there
is
a
risk
that:

  • (iii) the
    market
    price
    for
    the
    Company’s
    Shares
    may
    be
    significantly
    lower
    on
    the
    issue
    date
    than
    on
    the date
    of
    the
    Meeting;
    and

(iv) the
Shares
may
be
issued
at
a
price
that
is
at
a
discount
to
the
market
price
for
those
Shares
on
the date
of
issue.

**(d) Purpose

of
issue
under
10%
Placement
Capacity**

The
Company
may
seek
to
issue
Equity
Securities
under
the
10%
Placement
Capacity
for
the
following
purposes:

(v) as
cash
consideration
in
which
case
the
Company
intends
to
use
funds
raised
for
working
capital purposes,
existing
projects
or
potential
acquisitions;
or

  • (vi) as
    non-­‐cash
    consideration
    for
    new
    projects,
    services,
    equipment
    or
    product.

In
such
circumstances the
Company
will
provide
a
valuation
of
the
non-­‐cash
consideration
as
required
by
Listing
Rule
7.1A.3. The
minimum
issue
price
limitation
as
set
out
in
Listing
Rule
7.1A
.3
applies
to
issues
for
non-­‐cash consideration.

The
Company
will
comply
with
the
disclosure
obligations
under
Listing
Rules
7.1A4
and
3.10.5A
upon
issue
of
any Equity
Securities.

**(e) Allocation

under
the
10%
Placement
Capacity**

The
allottees
of
the
Equity
Securities
to
be
issued
under
the
10%
Placement
Capacity
have
not
yet
been determined.
However,
the
allottees
of
Equity
Securities
could
consist
of
current
Shareholders
or
new
investors
(or both).

The
Company
will
determine
the
allottees
at
the
time
of
the
issue
under
the
10%
Placement
Capacity,
having regard
to
the
following
factors:

  • (vii) The
    purpose
    of
    the
    issue;

  • (viii) Alternative
    methods
    for
    raising
    funds
    available
    to
    the
    Company
    at
    that
    time,
    including,
    but
    not
    limited
    to, an
    entitlement
    issue
    or
    other
    offer
    where
    existing
    Shareholders
    may
    participate;

  • (ix) The
    effect
    of
    the
    issue
    of
    the
    Equity
    Securities
    on
    the
    control
    of
    the
    Company;

  • (x) the
    circumstances
    of
    the
    Company,
    including,
    but
    not
    limited
    to,
    the
    financial
    position
    and
    solvency
    of
    the Company;

  • (xi) prevailing
    market
    conditions;
    and

  • (xii) advice
    from
    corporate,
    financial
    and
    broking
    advisers
    (if
    applicable).

  • (f) Previous
    Approval
    under
    ASX
    Listing
    Rule
    7.1A

The
Company
has
not
previously
obtained
approval
under
ASX
Listing
Rule
7.1A.

  • (g) Compliance
    with
    ASX
    Listing
    Rules
    7.1A.4
    and
    3.10.5A

When
the
Company
issues
Equity
Securities
pursuant
to
the
10%
Placement
Capacity,
it
will
give
to
ASX:

  • (i) a
    list
    of
    the
    allottees
    of
    the
    Equity
    Securities
    and
    the
    number
    of
    Equity
    Securities
    allotted
    to
    each
    (not
    for release
    to
    the
    market),
    in
    accordance
    with
    Listing
    Rule
    7.1A.4;
    and

  • (ii) the
    information
    required
    by
    Listing
    Rule
    3.10.5A
    for
    release
    to
    the
    market.

5.4
Voting
Exclusion
Statement

The
Company
will
disregard
any
votes
cast
on
Item
5
by
any
person
who
may
participate
in
the
issue
of
Equity
Securities under
this
item
and
a
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
associates
of
those
persons.
However
the
Company
will
not
disregard
a
vote if
it
is
cast
by
a
person
who
is
entitled
to
vote,
in
accordance
with
the
directions
on
the
Proxy
Form,
or,
it
is
cast
by
the person
chairing
the
meeting
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
a
direction
on
the
Proxy
Form to
vote
as
the
proxy
decides.

As
at
the
date
of
this
Notice,
the
Company
has
not
invited
any
existing
Shareholder
to
participate
in
an
issue
of
Equity Securities
under
ASX
Listing
Rule
7.1A.
Therefore,
no
existing
Shareholders
will
be
excluded
from
voting
on
the
resolution in
Item
4.

**Directors’

Recommendation**

The
Directors
unanimously
recommend
that
you
vote
in
favour
of
all
resolutions.

The
Chairman
of
the
Meeting
intends
to
vote
all
available
proxies
in
favour
of
all
resolutions.

GLOSSARY

$ means

Australian
Dollars

Annual
General
Meeting
or Meeting means
the
meeting
convened
by
the
Notice

ADST means
Australian
Daylight
Standard
Time
as
observed
in
Sydney,
Australia.

ASX means

ASX
Limited

ASX
Listing
Rules
means
the
Listing
Rules
of
the
ASX.

Board means
the
current
board
of
directors
of
the
Company.

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

Company means
Adavale
Resources
Limited
(ACN
000
969
362)

Constitution means
the
Company’s
Constitution.

Corporations
Act
means
the Corporations
Act
2001
(Cth).

Directors means
the
current
directors
of
the
Company.

Eligible
Entity
means
an
entity
that
at
the
date
of
the
relevant
General
Meeting:

  • (a) is
    not
    included
    in
    the
    A&P/ASX
    300
    Index;
    and

  • (b) has
    a
    market
    capitalisation
    (excluding
    restricted
    securities
    and
    securities
    quoted
    on
    a
    deferred
    settlement
    basis)
    of $300,000,000.

Equity
Securities
includes
a
Share,
a
right
to
a
Share
or
Option,
an
Option,
a
convertible
security
and
any
security
that
ASX decides
to
classify
as
an
Equity
Security.

Explanatory
Notes
means
the
Explanatory
Notes
accompanying
the
Notice.

Key
Management
Personnel
has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act.

Milestone
Option
means
an
option
to
acquire
a
Share
in
accordance
with
the
terms
and
conditions
set
out
in
the
Notice
of Meeting
dated
8
November
2012.

Notice or Notice
of
Meeting
or Notice
of
Annual
General
Meaning
means
this
notice
of
annual
general
meaning
and
the explanatory
notes
accompanying
the
Notice
and
the
Proxy
Form.

Option means
an
option
to
acquire
a
Share.

Optionholder means
a
holder
of
a
Milestone
Option.

Proxy
Form
means
the
proxy
form
accompanying
the
Notice.

Remuneration
Report
means
the
remuneration
report
set
out
in
the
Director’s
Report
section
of
the
Company’s
annual financial
report
for
the
year
ended
30
June
2013.

Resolutions means
the
resolutions
set
out
in
the
Notice,
or
any
one
of
them,
as
the
context
requires.

Share means
a
fully
paid
ordinary
share
in
the
capital
of
the
Company.

Shareholder means
a
holder
of
a
Share.

AEDT means
Australian
Eastern
Daylight
Savings
Time
as
observed
in
Sydney,
Australia

Adavale Resources Limited ABN 96 008 719 015

Lodge your vote:

Online:

www.investorvote.com.au

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 ADD MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

  • For your vote to be effective it must be received by 11:00am (AEDT) on Saturday 23 November 2013.

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,or turn over to complete the form

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==



Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Adavale Resources Limited hereby appoint

==> picture [21 x 21] intentionally omitted <==

the Chairman of the Meeting OR

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Adavale Resources Limited to be held at Company’s offices at Level 5, 151 Castlereagh Street, Sydney, NSW on Monday 25 November 2013 at 11.00 am (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 2 and 4 (except where I/we have indicated a different voting intention below) even though Items 2 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: For Item 4, this express authority is also subject to you marking the box in the section below. If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 2 and 4 by marking the appropriate box in step 2 below.

Important for Item 4: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Item 4 below, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote on Item 4, the Chairman of the Meeting will not cast your votes on Item 4 and your votes will not be counted in computing the required majority if a poll is called on this item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 4 of business.

==> picture [20 x 21] intentionally omitted <==

I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome of Item 4 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Again st
Abstain
2 Adoption of Remuneration Report
3.1 Election of Mr Albert Cheok
3.2 Election of Mr Saharto Sahardjo
3.3 Election of Mr Peter Murphy
3.4 Re-election of Mr Haryono Eddyarto
4 Approval to Issue Milestone Options to Mr Haryono Eddyarto – Related Party
5 Additional 10% Placement Capacity

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date

/ /

1 5 5 4 8 9 A

A D D

Adavale Resources Limited ABN 96 008 719 015

All general correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 www.investorcentre.com/contact www.computershare.com

T 000002 000 ADDRM MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Adavale Resources Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Adavale Resources Limited

Samples/000002/000003/i