Alkane Resources — AGM Information 2013

Sep 15, 2013

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Alkane Resources Ltd

ACN 000 689 216

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

FOR THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD AT HOLIDAY INN CITY CENTRE, 778-788 HAY STREET, PERTH, WESTERN AUSTRALIA ON THURSDAY, 17 OCTOBER 2013 AT 11.00am (PERTH TIME)

THIS DOCUMENT IS IMPORTANT

If you do not understand this document or are in doubt as to how you should vote, you should consult your stockbroker, solicitor, accountant or other professional adviser.

FOR THOSE SHAREHOLDERS WHO HAVE ELECTED TO RECEIVE A PRINTED COPY OF THE ANNUAL REPORT, THE 2013 ANNUAL REPORT ACCOMPANIES THIS NOTICE. THE REPORT IS ALSO AVAILABLE ON THE COMPANY’S WEBSITE: www.alkane.com.au

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Alkane Resources Ltd

ACN 000 689 216

NOTICE OF ANNUAL GENERAL MEETING

_____________

Notice is hereby given that the Annual General Meeting of Shareholders of Alkane Resources Ltd ( Company ) will be held at Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia on Thursday, 17 October 2013 at 11.00am (Perth time) ( Annual General Meeting or Meeting ).

Explanatory note regarding the reporting date change: As announced on 28 June 2013, the Company has changed its financial year end from 31 December to 30 June, effective from 1 January 2013. The Company has reported in respect of the six month accounting period from 1 January 2013 to 30 June 2013 (being the 2013 financial year). Results for this period were published on 30 August 2013. Normal half and full year reporting periods will follow (for example, the Company will report on a twelve month accounting period from 1 July 2013 to 30 June 2014, being the 2014 financial year).

ORDINARY BUSINESS

ACCOUNTS AND REPORTS

To receive and consider the financial report of the Company, the Directors' report and the Auditor’s report for the six months ended 30 June 2013.

RESOLUTION 1 ADOPTION OF REMUNERATION REPORT

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

That the remuneration report, which forms part of the Directors’ report for the financial year ended 30 June 2013, be adopted.

Note: In accordance with section 250R(3) of the Corporations Act 2001 (Cth) ( Corporations Act ), the vote on this Resolution will be advisory only and does not bind the Directors or the Company.

A Voting Exclusion Statement for this Resolution is set out below.

RESOLUTION 2 RE-ELECTION OF DIRECTOR – MR J S F DUNLOP

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

That, Mr John Stuart Ferguson Dunlop, who retires in accordance with the Company's constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.

RESOLUTION 3 APPOINTMENT OF NEW AUDITOR

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

That PricewaterhouseCoopers be appointed as auditor of the Company to take effect from the time at which the resignation of Rothsay Chartered Accountants as auditor takes effect.

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RESOLUTION 4 APPROVAL OF AMENDED ALKANE RESOURCES PERFORMANCE RIGHTS PLAN

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

That, for the purpose of ASX Listing Rule 7.2 (Exception 9(b)), sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the amended Alkane Resources Performance Rights Plan, the terms of which are summarised in the Explanatory Statement accompanying this Notice of Meeting, and the issue of securities and the giving of benefits under the Alkane Resources Performance Rights Plan from time to time (including the grant of Performance Rights and the issue of Shares upon vesting of Performance Rights issued under the Alkane Resources Performance Rights Plan).

A Voting Exclusion Statement for this Resolution is set out below.

RESOLUTION 5 ADOPTION OF PROPORTIONAL TAKEOVER PROVISIONS

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

That, with effect from the close of the Meeting and in accordance with section 136 of the Corporations Act, the constitution of the Company be altered by inserting and adopting as rule 37 of the constitution of the Company the proportional takeover approval provisions in the form they took as rule 37 of the constitution of the Company immediately before they ceased to apply on 10 May 2013.

Dated 13 September 2013 By order of the Board of Directors

Karen E V Brown

Company Secretary

VOTING EXCLUSIONS AND PROHIBITIONS

Resolution 1: The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the key management personnel of the Company's consolidated group (at the date of the meeting or whose remuneration is disclosed in the remuneration report) ( KMP ) and their closely related parties (such as close family members and any controlled companies), unless the vote is cast:

• by a person as proxy for a person entitled to vote in accordance with a direction on the proxy appointment; or

• by the Chairman of the Meeting as proxy for a person entitled to vote and who does not specify a voting direction on the proxy form provided that the proxy appointment expressly authorises the Chairman of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of KMP.

Resolution 4: The Company will disregard any votes cast on Resolution 4 by, or on behalf of:

• Mr D Ian Chalmers and any other Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and their associates; and

• a member of KMP (and their closely related parties) acting as a proxy,

unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the proxy appointment, or by the Chairman of the Meeting as proxy for a person entitled to vote and the proxy appointment expressly authorises the Chairman of the Meeting to vote undirected proxies as the Chairman sees fit and exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the KMP. However, KMP who may participate in the Alkane Resources Performance Rights Plan should not vote (in any capacity) in favour of Resolution 4 if they wish to take advantage of Resolution 4 if passed.

For the purposes of these voting exclusions and prohibitions:

• The KMP (or key management personnel) for the Company's consolidated group are those persons having authority and responsibility for planning, directing and controlling the activities of the Company's consolidated group, directly or indirectly, including any director (whether executive or otherwise) of a member of the Company's consolidated group.

• A closely related party of a member of KMP means:

• a spouse or child of the member;

• a child of the member's spouse;

• a dependant of the member or of the member's spouse;

• anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or

• a company the member controls.

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NOTES

Intention of Chairman

The Chairman of the Meeting (where appropriately authorised) intends to vote all available undirected proxies in favour of all Resolutions.

Eligibility to vote

The Board has determined that persons who are registered holders of shares of the Company ( Shares ) as at 4.00pm (Perth time) on 15 October 2013 will be entitled to attend and vote at the Annual General Meeting.

If more than one joint holder of Shares is present at the Annual General Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Appointment of proxies

A Shareholder has the right to appoint a proxy, who need not be a Shareholder of the Company. Shareholders 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 the appointment does not specify this proportion, each proxy may exercise half the votes.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Generally, these sections mean that if proxy holders vote, they must cast all directed proxies as directed, and any directed proxies that are not voted will automatically default to the Chairman of the Meeting, who must vote the proxies as directed. If the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands.

Information about voting by proxy, including appointing a proxy and lodging a Proxy Form, is set out in instructions included in the Proxy Form that accompanies this Notice of Meeting.

Corporate representatives

A body corporate which is a Shareholder, or that has been appointed as a proxy, may appoint a person to act as its representative at the Annual General Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Annual General Meeting evidence of his or her appointment as the body corporate's representative, including any authority under which the appointment is signed, unless it has previously been given to the Company.

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Alkane Resources Ltd

ACN 000 689 216

EXPLANATORY STATEMENT

_____________

This Explanatory Statement is prepared for the benefit of Shareholders to better understand the Resolutions to be put to the Annual General Meeting of the Company to be held at Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia on Thursday, 17 October 2013 at 11.00am (Perth time).

This Explanatory Statement forms part of, and should be read together with, the Notice of Meeting.

ACCOUNTS AND REPORTS

The Company's financial report, the Directors' report and the Auditor’s report for the six months ended 30 June 2013 will be laid before the Annual General Meeting. A copy of the Company's 2013 Annual Report, which includes these reports, is available on the Company's website at www.alkane.com.au and on ASX's website www.asx.com.au.

There is no requirement for Shareholders to approve these reports. Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions or make comments about these reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Company's auditor questions about the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

RESOLUTION 1 ADOPTION OF REMUNERATION REPORT

The Corporations Act requires the Company to put a resolution to Shareholders that the remuneration report be adopted. The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the outcome of the vote will be considered by the Remuneration and Nomination Committees when evaluating the remuneration arrangements of the Company in the future.

The remuneration report of the Company for the period ended 30 June 2013 is set out on pages 21 to 26 of the 2013 Annual Report. This report includes information about the principles used to determine the nature and amount of remuneration and sets out the remuneration arrangements for each Director and key management personnel.

Shareholders will be given a reasonable opportunity to ask questions about, or comment on, the remuneration report at the Annual General Meeting.

Directors' recommendation: The Directors recommend that Shareholders vote in favour of adopting the remuneration report.

RESOLUTION 2 RE-ELECTION OF DIRECTOR – MR J S F DUNLOP

In accordance with the Constitution, Mr John Stuart Ferguson Dunlop retires as a director of the Company and, being eligible, offers himself for re-election.

Rule 3.6(a) of the Company's constitution provides that at each annual general meeting of the Company, one third of the Directors (other than the Managing Director) must retire from office. The Directors to retire at an annual general meeting are those who have held office the longest since their last election. If two or more Directors have held office for the same period, those Directors may agree between themselves which of them will retire otherwise they are to draw lots. Mr Dunlop has agreed to retire and is eligible for re-election.

Mr Dunlop (BE (Min), MEng Sc (Min), FAusIMM (CP), FIMM, MAIME, MCIMM) is a consultant mining engineer with over 40 years surface and underground mining experience both in Australia and overseas. He is a former director of the Australian Institute of Mining and Metallurgy (2001 - 2006) and is the current chairman of MICA (Mineral Industry Consultants Association).

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He holds board positions with other resource companies Alliance Resources Limited (as non-executive chairman) and Copper Strike Limited (as non-executive director).

Mr Dunlop, was appointed as non-executive Director and Chairman of the Company on 3 July 2006. He is a member of the Audit Committee and is chairman of the Remuneration and Nomination Committees.

Directors' recommendation: The Directors (other than Mr Dunlop whose re-election is the subject of the Resolution) recommend that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 APPOINTMENT OF NEW AUDITOR

The Company’s current auditor, Rothsay Chartered Accountants, has tendered its resignation as auditor of the Company, subject to consent by the Australian Securities & Investments Commission ( ASIC ), and PricewaterhouseCoopers ( PwC ) has been selected to become the new external auditor of the Company from the 2014 financial year commencing 1 July 2013, subject to Shareholder approval at the Meeting.

The Corporations Act requires that the resignation of an auditor is subject to ASIC’s consent and the appointment of a new auditor is subject to the approval of the Company’s shareholders in general meeting. Rothsay Chartered Accountants has advised the Company that it has applied to ASIC for consent to resign effective from the later of the date of the Annual General Meeting and the day on which ASIC gives its consent. At despatch of this Notice of Meeting, ASIC had not yet given its consent to the resignation but the Company expects ASIC's consent to be forthcoming.

The Company is at a pivotal point in its development with the construction of the Tomingley Gold Project and, more particularly, the initiation of the financing program for the Dubbo Zirconia Project. The Directors consider that the appointment of an internationally recognised accountancy firm as auditor is appropriate as the Company enters into the more sophisticated financial environment. Rothsay Chartered Accountants has been the auditor of the Company since 21 October 1991, and the Directors would like to thank them publicly for their work over that period.

In accordance with section 328B of the Corporations Act, the Company has received a notice of nomination for PwC to be appointed as auditor of the Company from a Shareholder of the Company. A copy of this notice of nomination is attached in Annexure A of this Explanatory Statement. PwC has formally consented to act as the Company’s auditor and has not prior to the date of this Meeting withdrawn that consent.

The Company seeks Shareholder approval for the appointment of PwC as the new external auditor of the Company, subject to the approval of ASIC to the resignation of the current auditor. If Shareholder approval is obtained, PwC will commence as auditor of the Company from the date of the Meeting or the date that ASIC consents to Rothsay Chartered Accountants' resignation, whichever is later.

Directors' recommendation: The Directors recommend that Shareholders vote in favour of Resolution 3.

RESOLUTION 4 APPROVAL OF AMENDED ALKANE RESOURCES PERFORMANCE RIGHTS PLAN

The Alkane Resources Performance Rights Plan ( Plan ) was established in 2011 following Shareholder approval at the Company's 2011 annual general meeting on 17 May 2011.

The Plan is designed to assist in the recruitment, reward, retention and motivation of certain employees ( Eligible Employee or Participant ), as determined by the Board from time to time. Under the Plan, the Board may grant to an eligible employee rights to acquire Shares in the Company ( Performance Rights ), subject to the terms of the Plan. As at the date of this Notice of Meeting, no Performance Rights have been granted under the Plan.

The Board has resolved to amend the terms of the Plan in the following two ways:

• First, amendments have been made to permit the Company to acquire Shares on market in satisfaction of vested Performance Rights as an alternative to issuing new Shares.

• Second, amendments have been made to provide the Board with increased flexibility to determine what happens to unvested Performance Rights where a participant in the Plan ceases employment due to a qualifying reason.

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A summary of the amended Plan rules approved by the Board is set out in Annexure B of this Explanatory Statement. A copy of the full terms of the amended Plan can be sent free of charge to any Shareholder on request.

Resolution 4 seeks Shareholder approval of the amended Plan and the issue of securities and giving of benefits under the Plan from time to time, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)), sections 200B and 200E of the Corporations Act and for all other purposes.

ASX Listing Rule 7.2 (Exception 9(b))

ASX Listing Rule 7.1 imposes a limit on the number of equity securities that a company can issue or agree to issue without shareholder approval. Generally, the Company may not without shareholder approval issue in any 12 month period a number of equity securities that is more than 15% of the number of fully paid ordinary shares on issue 12 months before the issue.

ASX Listing Rule 7.2 lists the exceptions to ASX Listing Rule 7.1. Exception 9 of ASX Listing Rule 7.2 essentially provides that an issue of securities under an employee incentive scheme is exempt from the operation of ASX Listing Rule 7.1 for a period of three years from the date shareholder approval is obtained. Accordingly, if Shareholders approve this Resolution, the grant of Performance Rights (and the issue of any new Shares upon vesting of such Performance Rights) under the Plan will be excluded from the 15% limit imposed by ASX Listing Rule 7.1 for a period of three years from the date of the Annual General Meeting.

By approving this Resolution 4, the Company will preserve flexibility to issue equity securities in the future up to the 15% limit set out in ASX Listing Rule 7.1 without the need to obtain further shareholder approval. The requirement to obtain shareholder approval for an issue, at the time of issue, could limit the Company's ability to take advantage of opportunities that may arise.

If Shareholders do not approve this Resolution 4, the Company may still issue Performance Rights (and Shares) under the Plan, but any Performance Rights (or Shares) may be taken into account when calculating whether the 15% limit under ASX Listing Rule 7.1 has been reached.

Sections 200B and 200E of the Corporations Act

The Corporations Act provides that the Company may only give a person a benefit in connection with their ceasing to hold a "managerial or executive office" in the Company or its related bodies corporate if it is approved by Shareholders or an exemption applies (for example, where the benefit together with other benefits does not exceed the payment limits set out in the Corporations Act, including where the aggregate benefits do not exceed one year's average base salary). This restriction will apply to all KMP.

The term "benefit" is open to a wide interpretation and may include the early vesting of Performance Rights under the Plan. As outlined in the summary of the Plan in Annexure B to this Explanatory Statement, early vesting may occur, subject to the Directors' discretion, on the cessation of the Participant's employment for a Qualifying Reason (such as death, total and permanent disablement or retirement of the Participant).

Shareholder approval of Resolution 4 is also sought so that the grant of Performance Rights, and issue of shares on their vesting, ( Benefits ) do not count towards such maximum termination amounts to the extent that the Benefits are deliverable on the cessation of the Participant's employment for a Qualifying Reason. In general, the cessation of a Participant's employment for a Qualifying Reason will not involve poor performance.

Shareholder approval of Resolution 4 will allow the Company, where appropriate, to fulfil its obligations under the Plan to all Participants equally. If Resolution 4 is not approved, Participants who are KMP may not be able to receive Benefits that are available to all other Participants unless subsequent Shareholder approval is obtained. Further, equity linked benefits such as the Performance Rights align senior executives with shareholders and the Directors believe granting approval is better for shareholders than, for example, increasing cash awards in future in lieu of share benefits. Shareholder approval is also expected to assist the Company to retain, motivate and attract key employees and is consistent with approvals sought by other listed companies in Australia.

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The value of any Benefits cannot be ascertained at the present time. The Benefits will be the market value of shares issued or transferred to the Participant on ceasing employment for a Qualifying Reason. Apart from the future share price being unknown, the following are matters which will or are likely to affect the value of the Benefits:

• the performance criteria determined to apply to the Participant's Performance Rights;

• the Participant's length of service and reasons for cessation of employment;

• the number of Performance Rights granted to the Participant;

• employee and Company performance factors used to determine vesting of Performance Rights;

• the amount of other remuneration payable to the Participant; and

• the exercise of the Directors' discretion at the relevant time.

As no Performance Rights have yet been granted under the Plan, it is also not possible to identify the Benefit in respect of prior grants.

The Company currently intends that three KMP, namely D Ian Chalmers (Managing Director), Michael Ball (Chief Financial Officer) and Nicholas Earner (Chief Operating Officer) will be entitled to participate in the Plan. Details of their remuneration are set out in the 2013 remuneration report.

It should be noted that, notwithstanding an approval by Shareholders of Resolution 4, any future grant of Performance Rights to a Director that may entitle that Director to the issue of new Shares (as opposed to Shares acquired on-market), will remain subject to Shareholder approval under ASX Listing Rule 10.14.

Directors' recommendation: The Directors (other than Mr D Ian Chalmers and any other Director that is eligible to participate in the Plan) recommend that Shareholders vote in favour of Resolution 4. As Mr D Ian Chalmers is eligible to participate in the Plan, and therefore has an interest in the outcome of Resolution 4, he makes no recommendation to Shareholders as to how to vote on this Resolution.

RESOLUTION 5 ADOPTION OF PROPORTIONAL TAKEOVER PROVISIONS

Under the Corporations Act, a company is empowered to include in its constitution a provision to enable the company to refuse to register shares acquired under a proportional takeover bid unless a resolution is passed by shareholders in general meeting approving the offer.

It is a requirement of the Corporations Act that proportional takeover bid approval rules apply for a maximum period of three years unless renewed. The Company's constitution previously contained proportional takeover bid approval rules in rule 37 ( Proportional Takeover Provisions ). As the Proportional Takeover Provisions were inserted into the constitution at the Company's 2010 annual general meeting on 10 May 2010, they ceased to apply (and were deemed to be omitted from the Company's constitution) on 10 May 2013.

In the Directors' view, it is now appropriate to consider the reinsertion of the Proportional Takeover Provisions (in the same form as they were previously included in rule 37) into the Company's constitution. The proposed Proportional Takeover Provisions are in identical terms to the previous provision which is currently contained in the copy of the Company's constitution available from ASX's website www.asx.com.au (see the Company's ASX announcement of 19 May 2011).

Resolution 5 is a special resolution which means that a vote to pass this Resolution is decided on a 75% majority of the votes cast by Shareholders entitled to vote on this Resolution.

If Resolution 5 is passed, then for 21 days after the meeting the Shareholders holding 10% or more of the Company's Shares would have the right to apply to the court to have the resolution set aside. The court may set aside the resolution if the court is satisfied in all the circumstances that it is appropriate to do so.

If Resolution 5 is passed and not set aside by the court, then the Proportional Takeover Provisions will operate for three years, and would then cease to apply unless renewed by a further special resolution of Shareholders.

The Corporations Act requires certain information to be included in the notice of meeting where the approval of members is sought to adopt proportional takeover provisions. That information is set out below.

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(a) Proportional takeover bid

A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of that Shareholder's shares. If a shareholder accepts, the shareholder disposes of that specified portion and retains the balance.

(b)

Effect of the proposed Proportional Takeover Provisions

The effect of the Proportional Takeover Provisions are that:

• i) If a bidder makes a proportional takeover bid for any class of shares in the Company, the Directors must ensure that a meeting of members of that class is convened where a resolution to approve the proportional takeover bid is voted upon. The vote is decided on a simple majority. The bidder and its associates are excluded from voting on that approving resolution.

• ii) The meeting and the vote on the approving resolution must take place more than 14 days before the last day of the bid period.

• iii) If the approving resolution is rejected before the deadline, the bid cannot proceed and the offer will be taken to have been withdrawn. Any transfers giving effect to takeover contracts for the bid will not be registered and all offers under the takeover bid are taken to be withdrawn and all takeover contracts must be rescinded.

• iv) If the approving resolution is not voted on, the bid will be taken to have been approved.

• v) If the approving resolution is passed (or taken to have been approved), the transfers must be registered (subject to other provisions of the Corporations Act and the Company’s constitution).

The Proportional Takeover Provisions do not apply to full takeover bids.

(c) Reasons for Proportional Takeover Provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all of their shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of not being able to exit their investment in the Company by selling their entire shareholding and consequently being left as a minority shareholder in the Company. The bidder may be able to acquire control of the Company without payment of an adequate control premium.

The Directors believe that the Proportional Takeover Provisions are desirable to give Shareholders protection from these risks inherent in proportional takeover bids – this is protection that the Corporations Act provisions are intended to provide.

The Proportional Takeover Provisions allow Shareholders to decide if a proportional takeover bid is acceptable in principle, and may assist in ensuring that any proportional takeover bid is appropriately priced.

To assess the merits of the Proportional Takeover Provisions, Shareholders should make a judgement as to what events are likely to occur in relation to the Company during the three year life of the proposed Proportional Takeover Provisions.

(d) Potential advantages and disadvantages

The Directors consider that the Proportional Takeover Provisions have no potential advantages or disadvantages for any of them, and that they remain free to make a recommendation on whether or not an offer under a proportional takeover bid should be accepted.

The Directors note that it could be argued that the Proportional Takeover Provisions are an advantage to them as a takeover defence mechanism that could be exploited to entrench the incumbent board of Directors. However, the Board believes this argument ignores the basic objects of the Proportional Takeover Provisions which is to empower Shareholders, not the Directors.

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The potential advantages for Shareholders of the Proportional Takeover Provisions include the following:

• i) Shareholders have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• ii) the provisions may assist Shareholders and protect them from being locked in as a minority;

• iii) they increase the bargaining power of Shareholders and may assist in ensuring that any proportional takeover bid is adequately priced; and

• iv) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders and assist in deciding whether to accept or reject an offer under a proportional takeover bid.

The potential disadvantages for Shareholders include the following:

• i) proportional takeover bids for shares in the Company may be discouraged;

• ii) Shareholders may lose an opportunity to sell some of their Shares at a premium;

• iii) individual Shareholders may consider that the Proportional Takeover Provisions would restrict their ability to deal with their shares as they see fit; and

• iv) the likelihood of a proportional takeover bid succeeding may be reduced.

(e) Previous operation of rule 37

While rule 37 was in effect, there were no takeover bids for the Company, either proportional or full. So the Directors cannot point to any more specific advantages or disadvantages evident from the operation of the clause during that period. The Directors are not aware of any potential takeover bid that was discouraged by the Proportional Takeover Provisions previously included in the Company's constitution.

(f) Knowledge of any acquisition proposals

Apart from the above general considerations, as at the date on which this Notice of Meeting was prepared, no Director of the Company is aware of any proposal by any person to acquire or to increase the extent of a substantial interest in the Company.

Those Directors who are also Shareholders have the same interest in Resolution 5 as all Shareholders have. Details of the shareholdings of Directors are contained in the Company 2013 Annual Report.

(g) Directors' recommendation

The Directors recommend that Shareholders vote in favour of Resolution 5.

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ANNEXURE A

COPY OF NOMINATION NOTICE OF NEW AUDITOR

9 September 2013

The Directors Alkane Resources Ltd 65 Burswood Road Burswood WA 6100

Dear Sirs

Nomination of Auditor

In accordance with section 328B(1) of the Corporations Act 2001 (Cth), we, Leefab Pty Ltd, being a member of Alkane Resources Ltd ( Company ), hereby nominate PricewaterhouseCoopers to be appointed as auditor of the Company at the annual general meeting of the Company to be held on or about 17 October 2013.

Yours faithfully, for LEEFAB PTY LTD

Director

Director/Secretary

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ANNEXURE B

SUMMARY OF THE TERMS OF THE

ALKANE RESOURCES PERFORMANCE RIGHTS PLAN

Purpose and term	The Plan was established to assist in the recruitment, reward, retention and motivation of Eligible Employees. Under the Plan the Board may grant Performance Rights to Eligible Employees on terms fixed in accordance with the Plan. The Plan continues in operation until the Board decides to end it.
Performance rights	Each Performance Right will represent a right to acquire one Share, subject to the terms of the Plan. A Performance Right granted to a Participant under the Plan is granted for no cash consideration. If Performance Rights vest under the Plan, no amount is payable by a Participant in respect of those Performance Rights vesting, or the subsequent issue or transfer of Shares in respect of them. A Participant does not have a legal or beneficial interest in any Share by virtue of acquiring or holding a Performance Right. A Participant's rights under a Performance Right are purely contractual and personal. In particular, a Participant is not entitled to participate in or receive any dividends or other shareholder benefits until the Performance Right has vested and a Share has been issued or transferred to the Participant. Performance Rights will not be quoted on ASX. Provided that other Shares are quoted on ASX at the time, the Company will apply to ASX for quotation of Shares issued on vesting of Performance Rights as soon as practicable after the issue of those Shares. Any Share issued or transferred to a Participant upon vesting of a Performance Right, will be subject to the Company's constitution and will rank equally in every way (including for dividends for which the record date is after the date of issue or transfer) with other Shares then on issue.
Invitations to participate in the Plan	The Board may from time to time in its absolute discretion decide that a full time or part time employee of the Company or its subsidiaries (as defined in the Corporations Act) (together, theGroup) or a director of a member of the Group (Group Member) who holds salaried employment with a Group Member on a full time or part time basis (Eligible Employee) is eligible to participate in the Plan and may invite them to apply for Performance Rights. An Eligible Employee who is invited to participate in the Plan will receive a written invitation. The invitation will set out, amongst other things, the number of Performance Rights the Eligible Employee is invited to apply for, the performance criteria to which those Performance Rights will be subject (Performance Criteria), and the period of time over which the Performance Criteria must be satisfied (Performance Period), before the Performance Rights can vest.
Performance Criteria and Performance Period	The Board's discretion includes determining the number of Performance Rights the Eligible Employee is invited to apply for, and the Performance Criteria, and Performance Period over which Performance Criteria is assessed, applicable to those Performance Rights.
Vesting of Performance Rights	A Performance Right granted to a Participant will vest:  at the end of the Performance Period upon the Board giving written notice to the relevant Participant of the number of Performance Rights in respect of which the Performance Criteria were satisfied over the Performance Period; or  if the Board allows early vesting as a result of an event such as a takeover bid or scheme of arrangement or the cessation of employment of the Participant for a "Qualifying Reason" (see below).
Transfers	A Performance Right granted under the Plan is only transferable with the consent of the Board or by force of law upon death to the Participant's legal personal representative or upon bankruptcy to the Participant's trustee in bankruptcy. Subject to the above,Participants arenot to grant any securityinterestinorover

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or otherwise dispose of or deal with any Performance Rights or any interest in them until the relevant Shares are issued or transferred to that Participant, and any such security interest or disposal or dealing will not be recognised in any manner by the Company.

Lapse of Performance Rights

A Performance Right granted will lapse on the earliest to occur of:  the end of the Performance Period if the Performance Criteria relating to the Performance Right have not been satisfied;  the Participant purporting to transfer a Performance Right or grant a security interest in or over, or otherwise purporting to dispose of or deal with, a Performance Right or interest in it (except where the Board has consented to a transfer or the Performance Right is transferred by force of law upon death to the Participant's legal personal representative or upon bankruptcy to the Participant's trustee in bankruptcy);  the Participant ceasing employment with a Group Member (and is not immediately employed by another Group Member), except in certain circumstances as explained below under the heading "Qualifying Reason and cessation of employment";  if in the opinion of the Board, the Participant has acted fraudulently or dishonestly or in breach of his or her obligations to any Group Member, and the Board determining that the Performance Rights held by the Participant should lapse;  an event such as a takeover bid or scheme of arrangement occurring (in certain circumstances subject to the Board's discretion); and  the date that is seven years after the grant of the Performance Right. Qualifying Reason and cessation of employment Performance Rights of a Participant will automatically lapse if the Participant ceases to be employed by a Group Member (and is not immediately employed by another Group Member), unless the Participant ceases to be employed because of a "Qualifying Reason" in which case that Participant's Performance Rights will be treated as follows:  if less than six months of the Performance Period relating to those Performance Rights has elapsed at the date of cessation of employment, all of those Performance Rights will lapse (unless the Board, in its absolute discretion, determines otherwise); and  if six months or more of the Performance Period relating to those Performance Rights has elapsed at the date of cessation of employment, then (unless the Board, in its absolute discretion, determines otherwise) a proportion of the Participant's Performance Rights (calculated by reference to the number of days in the Performance Period which have elapsed as the date of cessation of employment) will be capable of vesting. Such Performance Rights will only vest (unless the Board, in its absolute discretion, determines otherwise) if over the Performance Period the Performance Criteria in respect of those Performance Rights were satisfied and the Board gives notice to the Participant of its determination to that effect. In such circumstances, the remaining Performance Rights of the Participant which do not vest will lapse. A "Qualifying Reason" includes the death, total and permanent disablement or retirement of the Participant (as determined by the Board in its absolute discretion), or where the Participant ceases to be employed by a Group Member as a result of a relevant body corporate ceasing to be a Group Member or the sale of a business conducted by a Group Member to a third party (other than to another Group Member). The Board may also determine, in its absolute discretion, that any other reason will constitute a "Qualifying Reason".

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Share limit	Although the Board has discretion to determine the number of Performance Rights granted to an Eligible Employee, broadly, the maximum number of securities which may be issued under the Plan (and any other employee share scheme operated by the Company) in a 5 year period is limited to 5% of the issued Shares of the Company (calculated at the date of the invitation under the Plan), subject to a range of exclusions, including, for example, securities issued under a disclosure document or issues that do not require disclosure under Chapter 6D of the Corporations Act because of section 708 of the Corporations Act.
Impact of takeover bid or scheme	If: (a) a takeover bid (as defined in the Corporations Act) is made for Shares before the end of the Performance Period; (b) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or (c) any person becomes bound or entitled to acquire Shares under: i. section 414 of the Corporations Act; or ii. Chapter 6A of the Corporations Act, the Board will make a determination as to how a Participant's unvested Performance Rights will be dealt with, and, in doing so, may determine, in its absolute discretion that a Participant's unvested Performance Rights vest (in whole or in part) and may impose any conditions on such vesting as it thinks fit. In making its determination, the Board will have regard, without limitation, to the extent to which the Performance Criteria in respect of a Participant's Performance Rights have been satisfied as at the relevant date.
Adjustments upon alterations of capital	Subject to the ASX Listing Rules, if the Company makes a new issue of securities or alterations to its capital by way of a rights issue, bonus issue or other distribution of capital, reduction of capital or reconstruction of capital, then the Board may make adjustments to a Participant's Performance Rights (including, without limitation, to the number of Shares which may be acquired on vesting of the Performance Rights) and/or the Performance Criteria on any basis its sees fit in its absolute discretion to ensure that no advantage or disadvantage accrues to the Participant as a result of such corporate actions. Subject to the above adjustments, during the currency of any Performance Rights and prior to vesting and the issue or transfer of Shares in respect of those Performance Rights, Participants are not entitled to participate in any new issue of securities of the Company as a result of their holding of Performance Rights. Notwithstanding any other provision of the rules of the Plan dealing with adjustments, an adjustment must not be made under such adjustment rules unless it is consistent with the ASX Listing Rules. The Company may amend the terms of any Performance Right, or the rights of any Participant under the Plan, to comply with the ASX Listing Rules applying at the time to any reorganisations of capital of the Company.
Administration	The Board will manage and administer the Plan, unless it decides to delegate the management and administration of the Plan, and any of its powers or discretions under the Plan, to a committee
Amendment of the Plan	The Board may by written instrument amend all or any of the provisions of the Plan, with retrospective effective, provided that the amendment does not materially reduce the rights of any Participant as they existed before the date of amendment. The Plan provisions do however, provide that in limited circumstances (for example, for the purpose of complying with relevant legislation or the ASX Listing Rules) amendments may be made even if they materially reduce the rights of a Participant. It is proposed that shareholder approval of the Plan under Resolution 4, if granted, will continue to apply as long as such an amendment does not result in a substantial increase in Participant benefits under the Plan.

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Enquiries (within Australia) (08) 9227 5677 (outside Australia) +618 9227 5677

PROXY APPOINTMENT FORM ALKANE RESOURCES LTD

ACN 000 689 216

[Shareholder name]

[Shareholder address]

I/We, as named above, being a member/s of Alkane Resources Ltd and entitled to attend and vote hereby appoint ............................................................................... of ........................................................................... Name of proxy Address of proxy or if that person fails to attend or, if no person is named, the Chairman of the Annual General Meeting, as my/our proxy to attend, act generally and vote as directed below, or, if no directions are given, as the proxy or the Chairman sees fit, at the Annual General Meeting of the Company to be held on Thursday, 17 October 2013 at 11.00am (Perth time) at Holiday Inn City Centre, 778-788 Hay Street, Perth, Western Australia, and at any adjournment or postponement of that Meeting.

Appointing a second proxy If appointing a second proxy, state the percentage of your voting rights applicable to the % proxy appointed by this form.

Voting directions to your proxy – please mark in the � to indicate your directions

		For	Against	Abstain*
Resolutions
1.	Adoption of Remuneration Report	�	�	�
2.	Re-election of Director – Mr J S F Dunlop	�	�	�
3.	Appointment of New Auditor	�	�	�
4.	Approval of amended Alkane Resources Performance Rights Plan	�	�	�
5.	Adoption of Proportional Takeover Provisions	�	�	�
*If you mark the	"Abstain" box for a particular item of business, you are directing your proxy not to vote on that item on your behalf on a show of hands or			on a poll and your
votes will not be counted in computingthe required majorityon apoll.

IMPORTANT for Resolutions 1 and 4 - If the Chairman of the Meeting is your nominated proxy, or may be appointed by default:

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 Resolutions 1 and 4 in accordance with his stated voting intention (except where I/we have indicated a different voting intention by marking an applicable box above) even though Resolutions 1 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel.

The Chairman of the Meeting (where appropriately authorised) intends to vote all available undirected proxies in favour of all Resolutions.

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 Resolutions 1 and 4 by marking an applicable box above.

Signatures of individual member, joint individual member, attorney or company member

Sole director and sole company secretary

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Director
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Director/company secretary (delete one)
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/ /

Date

Contact name

Contact daytime telephone

INSTRUCTIONS FOR COMPLETION OF PROXY APPOINTMENT FORM

Appointment of proxy

If you are entitled to vote at the Annual General Meeting you have a right to appoint a proxy and should use this Proxy Form to do so. The proxy need not be a member of the Company and can be an individual or a body corporate.

If you wish to appoint someone other than the Chairman of the Annual General Meeting as your proxy, please write the name of that person in the appropriate box. Members cannot appoint themselves. If you leave the box blank, the Chairman of the Annual General Meeting will be appointed your proxy and vote on your behalf.

Your proxy's authority to speak and vote for you at the Annual General Meeting is suspended if you are present at the Annual General Meeting.

Voting directions to your proxy

You may direct your proxy how to vote by marking X in 1 of the 3 boxes opposite each item of business. If you specify the way your proxy is to vote on a particular Resolution:

• your proxy need not vote on a show of hands, but if your proxy does so, your proxy must vote that way (ie as directed); and

• if your proxy has two or more appointments that specify different ways to vote on the Resolution – your proxy must not vote on a show of hands; and

• if your proxy is the chair of the Meeting – your proxy must vote on a poll, and must vote that way (ie as directed); and

• if your proxy is not the chair of the Meeting – your proxy need not vote on the poll, but if your proxy does so, your proxy must vote that way (ie as directed).

If:

• your appointment of a proxy specifies the way your proxy is to vote on a particular Resolution; and

• your appointed proxy is not the chair of the Meeting; and

• at the Annual General Meeting, a poll is duly demanded on the Resolution; and

• either of the following applies:

• your proxy is not recorded as attending the Annual General Meeting; or

• your proxy does not vote on the Resolution,

the chair of the Meeting is taken, before voting on the Resolution closes, to have been appointed as your proxy for the purposes of voting on the Resolution.

Appointing a second proxy

If you are entitled to cast 2 or more votes you may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form. Both Proxy Forms should be lodged together.

If you appoint 2 proxies and the appointment does not specify the proportion or number of your votes each proxy may exercise, each proxy may exercise half of the votes (ignoring fractions).

If you appoint 2 proxies, neither proxy will have a right to vote on a show of hands.

If you appoint another member as your proxy, that person will have only 1 vote on a show of hands and does not have to vote on a show of hands in accordance with any direction by you.

Signing instructions

This Proxy Form must be signed and dated by the member or the member's attorney. Any joint member may sign.

If this form is signed by an attorney and you have not previously lodged the power of attorney with Advanced Share Registry Limited or the Company for notation, please attach a certified copy of the power of attorney to this Proxy Form when you return it.

If the member is a company that has a sole director or a sole director who is also the sole company secretary, this form must be signed by that person. Otherwise, this form must be signed by 2 directors or 1 director and a company secretary. Please indicate the office held by signing in the appropriate place.

Lodgement of Proxy Form

Proxy Forms and proxy appointment authorities, for example, the original or a certified copy of the power of attorney (if the Proxy Form is signed by an attorney) must be received by one of the methods nominated below:

By delivery	By post	By facsimile
150 Stirling Highway Nedlands WA 6009	PO Box 1156 Nedlands WA 6909 Australia	+61 8 9389 7871

by 11.00am (Perth time) on Tuesday, 15 October 2013 .

Documents received after that time will not be valid for the Annual General Meeting.

Privacy

Chapter 2C of the Corporations Act 2001 (Cth) requires information about you (including your name, address and details of the shares you hold) to be included in the Company's public register of members. This information must continue to be included in the public register if you cease to hold shares. These statutory obligations are not altered by the Privacy Amendment (Private Sector) Act 2000 (Cth). Information is collected to administer your shareholding which may not be possible if some or all of the information is not collected. Your information is collected by Advanced Share Registry Limited on behalf of the Company.