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ADMIRALTY RESOURCES NL. AGM Information 2008

Oct 19, 2008

64309_rns_2008-10-19_7f6f6acd-a055-4f50-8e02-1ea6cf9ffcff.pdf

AGM Information

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NEWS RELEASE

Release Time IMMEDIATE Date

20 October 2008

NOTICE OF ANNUAL GENERAL MEETING

The Board of Admiralty Resources NL is delighted to invite all shareholders to attend the Company's Annual General Meeting (AGM) of shareholders on Tuesday 25 November 2008.

The AGM will be held at Flagstaff Room, Radisson Hotel, 380 William Street, Melbourne VIC 3000 and will begin at 10.00am (AEDT).

Attached to this letter is a Notice of Annual General Meeting and Explanatory Memorandum setting out details on each of the resolutions to be proposed at the AGM.

If you are unable to attend the AGM, I encourage you to vote using a Proxy Form. Proxy Forms will be posted to all shareholders this week.

Should you have any questions, please contact Investor Relations on (03) 9642 8787.

The 2008 Annual Report can be viewed at www.ady.com.au.

Thank you for your continued support.

Yours sincerely,

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Stephen C. Prior Company Secretary

Further information on Admiralty Resources NL can be found on our Internet site: www.ady.com.au

Australia

Investor Relations Tel: +61 3 9642 8787 Email: [email protected]

Admiralty Resources NL ABN 74 010 195 972 Registered in Australia Registered Office: Level 14, 200 Queen Street Melbourne Victoria 3000 Australia Tel: +61 3 9642 8787 Fax: +61 3 8677 6949

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Admiralty Resources NL ACN 010 195 972 Level 14, 200 Queen Street Melbourne VIC 3000

[t] +61 3 9642 8787 [f] +61 3 8677 6949

www.ady.com.au

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Members of Admiralty Resources NL (ACN 010195972) (“ Company ”) is to be held in the Flagstaff Room, Level 1, Radisson Hotel, 380 William Street, Melbourne on Tuesday 25 November 2008 at 10.00 a.m.

AGENDA

Ordinary Business

1. To receive the financial report

To receive and consider the reports of the directors and the auditor and the Financial Report of the Company for the year ended 30 June 2008.

2. To elect a director – John Anderson

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

“To elect as a director John Ernest Douglas Anderson, who retires by rotation in accordance with Article 40.1 of the Company’s constitution and who is eligible for re-election.”

3. Remuneration Report.

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

“That the Remuneration Report for the year ended 30 June 2008 (as set out in the Directors’ Report) is adopted.”

Special Business

4. Ratification of share issue

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

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"That, pursuant to and in accordance with Listing Rule 7.4 of the Listing Rules of ASX Limited, the Company approve and ratify the issue of 77,870,439 fully paid ordinary shares in the capital of the Company issued on 6 June and 23 June 2008 at a price of A$0.175 each to Ya Global Investments L.P.”

Please note the following information:

  • (a) The number of securities allotted were 77,870,439 fully paid ordinary shares;

  • (b) The price at which the shares were issued was A$0.175 per share;

  • (c) The allottee of the issue was Ya Global Investments L.P.; and

  • (d) The funds raised were applied to retiring debt to the allotee.

In accordance with ASX Listing Rules, the Company will disregard any votes cast on Resolution 4 by Ya Global Investments LP and any associates of Ya Globe Investments L.P. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by 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.

5. Ratification of share issue

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

"That, pursuant to and in accordance with Listing Rule 7.4 of the Listing Rules of ASX Limited, the Company approve and ratify the issue of 28,600,000 fully paid ordinary shares in the capital of the Company issued on 20 May 2008 at a price of A$0.175 each to clients of Lodge Partners (“Allotees”) to raise A$5,005,000.”

Please note the following information:

  • (a) The number of securities allotted were 28,600,000 fully paid ordinary shares;

  • (b) The price at which the shares were issued was A$0.175 per share;

  • (c) The Allottees are as defined above; and

  • (d) The funds raised were for the purposes of working capital.

In accordance with ASX Listing Rules, the Company will disregard any votes cast on Resolution 5 by the Allottees and any associates of the Allottees. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on

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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.

6. Approval of share issue

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

"That, pursuant to and in accordance with Listing Rule 7.1.5 of the Listing Rules of ASX Limited, the Company approve the issue of shares which may arise from the conversion of 1,940,000 converting notes which subject to the passing of this resolution each convert into 5.7142 fully paid ordinary shares in the capital of the Company. The converting notes were issued on 1 August 2008 at a price of A$1.00 each to clients of Lodge Partners to raise A$1,940,000.”

Please note the following information:

  • (a) The number of shares to be allotted is 11,085,715 fully paid ordinary shares;

  • (b) The price at which the shares are to be issued is A$0.175 per share;

  • (c) The allottees are Telstra Super Pty Ltd, Small Companies Fund, Technical Investing Pty Ltd and Odalisque Pty Ltd Super Fund; and

  • (d) The funds raised were for the purposes of working capital; and

  • (e) The shares are to be allotted as soon as practicable after the meeting and in any event within three months of the meeting.

In accordance with ASX Listing Rules, the Company will disregard any votes cast on Resolution 6 by Telstra Super Pty Ltd, Small Companies Fund, Technical Investing Pty Ltd and Odalisque Pty Ltd Super Fund and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by 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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Voting by Proxy

Each member who is entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote on behalf of that member. The proxy need not be a member of the Company.

A member who is entitled to cast two or more votes may appoint one or two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If a member appoints two proxies and the appointment does not specify the proportion, or number, of the member’s votes, such appointment of proxies will be deemed not to have been effective. Neither proxy may vote on a show of hands.

A proxy is enclosed with this notice of meeting. For the appointment of a proxy to be effective for a meeting the proxy appointment form must be received by Admiralty Resources NL or Computershare Investor Services Pty Ltd at least 48 hours before the meeting.

Please allow sufficient time for delivery of your proxy appointment form.

Bodies Corporate

A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate has may exercise at meetings of members. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate’s behalf, all of the powers the body corporate could exercise at a meeting or in voting on a resolution.

DATED THIS 17th DAY OF OCTOBER 2008

BY ORDER OF THE BOARD

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STEPHEN C. PRIOR

COMPANY SECRETARY

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Explanatory Notes

These Explanatory Notes should be read in conjunction with the accompanying notice of meeting of Admiralty Resources NL (ACN 010 195 972) (the “ Company ”).

Item 1 – To elect a director – John Anderson

Mr Anderson was appointed to the Board on 14 December 2005. Mr Anderson has over 25 years experience in the finance sector in banking, investment banking and consulting areas. Mr Anderson has held positions of Managing Director or Chairman with a number of public and private companies during his Australian career. He is presently a Director and Chairman of Anchor Resources Limited, an ASX listed company.

Mr Anderson has specialised in general financing and capital raisings, balance sheet and profit and loss management, resource and technology analysis, investment and development, design and implementation of planning information and control systems, strategic advice and developing business plans for new and existing entities.

Until recently, Mr Anderson was an executive Director of Powersave Pty Ltd, a company supplying energy management solutions. Among previous positions held Mr Anderson was the Managing Director of an Australian publicly listed mining company and was responsible for the turning around of its unprofitable operations and the implementation of mining and operating plans.

All of the directors, other than John Anderson, recommend that shareholders vote in favour of the resolution.

Item 2 – Remuneration Report

The Remuneration Report is contained in the Directors’ Report, part of the Company’s 2008 Annual Report. The report explains the Company’s executive remuneration practices and the link between the remuneration of employees and the Company’s performance and sets out remuneration details for each Director and for each named Executive.

The Corporations Act 2001 requires listed companies to put the Remuneration Report for each financial year to a resolution of members at their Annual General Meeting. Under the Corporations Act 2001, the vote is advisory only and does not bind the Directors.

While there is no legal requirement to abstain from voting, the Company believes it appropriate that the Directors and their associates abstain from voting except as directed by any proxies. The Directors make no recommendation with respect to voting.

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Items 4 & 5 – Ratification of Share Issues

ASX Listing Rule 7.1 limits companies to issuing no more than 15% of their issued capital in any 12 month period without the approval of Shareholders, subject to certain exceptions such as pro-rata issues to all Shareholders.

Under Listing Rule 7.4, your Company may seek subsequent approval for issues of Shares, and if that approval is granted, such issues cease to count towards the 15% limit.

Your Company is seeking Shareholder approval, pursuant to ASX Listing Rule 7.4 for the issue of shares described in Resolutions 4, 5 and 6.

The directors believe that it is in the best interests of your Company that these past issues of shares as set out in Resolutions 4 and 5 be approved so that your Company will have flexibility in its funding options for current and future opportunities.

All of the Directors recommend that Shareholders vote in favour of these two resolutions which will be separately considered at the meeting.

Items 6 – Approval of Share Issue

ASX Listing Rule 7.1 limits companies to issuing no more than 15% of their issued capital in any 12 month period without the approval of Shareholders, subject to certain exceptions such as pro-rata issues to all Shareholders.

Under Listing Rule 7.1.5., an agreement to issue equity securities that is conditional on holders of ordinary securities approving the issue is made is not treated as an agreement. If an entity relies on this rule, it must not issue the equity securities without approval.

Your company is seeking Shareholder approval, pursuant to ASX Listing Rule 7.1.5. for the issue of the shares described in Resolutions 6.

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

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

000001 000 ADY

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

For all enquiries call:

(within Australia) 1300 552 270 (outside Australia) +61 3 9415 4000

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Proxy Form

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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: Access the annual report SRN/HIN: Review and update your securityholding PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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For your vote to be effective it must be received by 10.00am (Melbourne time) Sunday 23 November 2008

How to Vote on Items of Business

Signing Instructions

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

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

Appointment of Proxy

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

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.

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.

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.

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.computershare.com.

A proxy need not be a securityholder of the Company.

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

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PROXY

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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.

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Admiralty Resources NL hereby appoint

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the Chairman of the meeting

OR

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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, as the proxy sees fit) at the Annual General Meeting of Admiralty Resources NL to be held in the Flagstaff Room, Level 1, Radisson Hotel, 380 William Street, Melbourne on Tuesday, 25 November 2008 at 10.00am (Melbourne time) and at any adjournment of that meeting.

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Items of Business

Ordinary Business

  1. To Elect a Director - John Anderson

  2. To Adopt the Remuneration Report

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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.

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Special Business

  1. Ratification of Securities Issue to Ya Global Investments L.P.

  2. Ratification of Securities Issue to clients of Lodge Partners for A$5,005,000

  3. Approval of Securities Issue to clients of Lodge Partners for A$1,940,000

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

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

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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2 5 1 1 0 8 A

A D Y