Alkane Resources — Proxy Solicitation & Information Statement 2013

Apr 11, 2013

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Alkane Resources Ltd

ACN 000 689 216

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

TO ASSIST SHAREHOLDERS IN THEIR CONSIDERATION OF THE RESOLUTIONS TO BE PUT AT THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD AT THE WESTIN SYDNEY, No. 1 MARTIN PLACE, SYDNEY, NEW SOUTH WALES ON THURSDAY, 16 MAY 2013 AT 5.00pm (Sydney time)

THIS DOCUMENT IS IMPORTANT

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

FOR THOSE SHAREHOLDERS WHO HAVE ELECTED TO RECEIVE A PRINTED COPY OF THE ANNUAL REPORT, THE 2012 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 MEETING

____________

Notice is hereby given that the Annual General Meeting of Shareholders will be held at The Westin Sydney, No. 1 Martin Place, Sydney NSW on Thursday, 16 May 2013 at 5.00pm (Sydney time) for the purpose of transacting the following business:-

ORDINARY BUSINESS

Annual Report

To receive and consider the Annual Report for the year ended 31 December 2012 which includes the Financial Report, the Directors' Report and the Auditor’s Report.

Remuneration Report

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

• 1 That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as set out in the Directors’ Report in the 2012 Annual Report be adopted.

Note this resolution shall be determined as if it were an ordinary (majority) resolution, but under s250R(3) of the Corporations Act, the vote does not bind the Directors of the Company.

Re-election of Director

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

• 2 To elect as a Director Mr A D Lethlean who retires in accordance with the Constitution and, being eligible, offers himself for re-election.

Directors’ Fees

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

• 3 That, for the purposes of Listing Rule 10.17, Rule 10.2 of the Constitution and for all other purposes, the maximum annual aggregate of remuneration which may be paid out of the funds of the Company to non-executive directors as Directors’ fees be increased by $250,000 from $450,000 to $700,000, with the distribution to be at the discretion of the Board of Directors.

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Director’s Shares

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

• 4 That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 100,000 fully paid ordinary shares to Mr D Ian Chalmers or his nominee on the terms and conditions set out in the Explanatory Statement.

Dated this 9th day of April 2013 By order of the Board of Directors

L A Colless Secretary

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Voting Exclusion – Resolution 1

In accordance with the Corporations Act, the Company will disregard any votes cast on resolution 1 (in any capacity) by any key management personnel of the Company ( KMP ) and any of their closely related parties (both as defined in section 9 of the Corporations Act) whose remuneration is included in the Remuneration Report.

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 Chairman of the Meeting as proxy for a person who is entitled to vote and who does not specify a voting direction on the proxy form provided that the person expressly authorises the Chairman to vote on the resolution in accordance with the Chairman's voting intention, even though resolution 1 is connected directly or indirectly with the remuneration of KMP. See the Explanatory Statement and accompanying proxy form for further details.

Voting Exclusion – Resolutions 3 and 4

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on:

• resolution 3 by any Director and any of their associates; and

• resolution 4 by Mr Chalmers and any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy appointment form; or

• it is cast by the Chairman of the meeting as proxy for a member who is entitled to vote, in accordance with a direction on the proxy appointment form to vote as the proxy decides, provided that the proxy form expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. See the Explanatory Statement and accompanying proxy form for further details.

Voting Prohibition for KMP and closely related parties

KMP and their closely related parties are prohibited from voting in a manner contrary to the above. If you are a KMP or a closely related party of KMP (or are acting on behalf of any such person) and purport to cast a vote under resolutions 1, 3 or 4 that will be disregarded by the Company (as indicated above), you may be guilty of an offence for breach of voting restrictions that apply to you under the Corporations Act.

Notes:

Information about voting

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7.00pm (Sydney time) on 14 May 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.

Information about voting by proxy is set out in instructions included in the Proxy Form.

Corporate representatives

A body corporate which is a Shareholder may appoint an individual 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.

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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 put to the Annual General Meeting of the Company to be held on Thursday, 16 May 2013 at 5.00pm (Sydney time).

ANNUAL REPORT

The Corporations Act requires the annual Financial Report, the Directors' Report and the Auditor’s Report ( Annual Report ) to be laid before the Annual General Meeting. There is no requirement for Shareholders to approve those reports. However, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions or make comments about those reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the 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.

REMUNERATION REPORT - RESOLUTION 1

The Corporations Act requires listed companies to put a resolution to shareholders to adopt a company’s remuneration report. The vote on this resolution is advisory only and does not bind the Directors or the Company. Nevertheless, the outcome of the vote will be considered by the Remuneration and Nomination Committees when evaluating the remuneration arrangements of the Company.

The Remuneration Report is set out on pages 27 to 32 of the 2012 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.

The Corporations Act provides that, if 25% or more of the vote on this resolution are against adopting the Remuneration Report, the Company will be required to consider and report to Shareholders in the next Remuneration Report on what action is proposed to be taken in response to Shareholder concerns, and if no action is proposed to be taken, the Board’s reasons for this.

Shareholders also need to be aware that a “two strikes” process will apply to the results of voting in relation to Resolution 1. This means that if the resolution proposing adoption of the Remuneration Report receives a “no” vote of over 25% of votes cast by those attending in person or by proxy and permitted to vote, at two

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successive annual general meetings, then at the Company’s second of those meetings, an extra resolution must be put to that meeting proposing that another general meeting should be held within 90 days of the second annual general meeting. A simple majority of over 50% of the votes cast at that second annual general meeting is required to pass this extra resolution. If the resolution is passed, within 90 days another general meeting must be held at which all the Directors, except the Managing Director and any new Directors appointed since the date of the second annual general meeting, will be required to resign and offer themselves for reelection.

The Directors unanimously recommend Shareholders vote in favour of adopting the Remuneration Report.

The Chairman intends to vote all available proxies in favour of adopting the Remuneration Report.

RE-ELECTION OF DIRECTOR - RESOLUTION 2

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

Mr Anthony Dean Lethlean Dunlop (BAppSc (Geology)) is a geologist with over 10 years' mining experience, including 4 years underground on the Golden Mile in Kalgoorlie. In later years, Mr Lethlean has been working as a resources analyst with various stockbrokers and is currently a director of Helmsec Global Capital Limited (Mr Lethlean is a substantial shareholder in Helmsec Global Capital Limited). He is also a non-executive director of Alliance Resources Ltd.

Mr Lethlean was appointed as a non-executive Director of the Company on 30 May 2002. He is chairman of the Audit Committee and a member of the Remuneration and Nomination Committees. Mr Lethlean also holds the position of lead independent director which includes the responsibilities of assuming the role of Chair when the Chairman is unable to act and co-ordinating the activities of the independent directors.

The Directors (other than Mr Lethlean) recommend that Shareholders vote in favour of Mr Lethlean’s re-election.

The Chairman intends to vote all available proxies in favour of re-electing Mr Lethlean.

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DIRECTORS’ FEES - RESOLUTION 3

Under the Company’s Constitution and the Listing Rules of the Australian Securities Exchange, the fees payable to non-executive Directors for their services as Directors are determined by the Board within a maximum annual aggregate limit approved by shareholders.

The present maximum of $450,000pa was approved by Shareholders at the 2008 Annual General Meeting. Shareholder approval is being sought under resolution 3 to increase the maximum to $700,000pa. This represents a proposed increase of $250,000 to the maximum annual aggregate limit.

Regular reviews of fees paid to directors are conducted to ensure that fees paid by the Company are comparable to fees paid by similar sized companies in the industry and to allow it to attract and retain high calibre directors. Details of remuneration provided to the non-executive directors is set out in the Remuneration Report in the 2012 Annual Report.

It is not intended that, should this resolution be passed, the maximum annual aggregate of non-executive directors’ remuneration will be utilised immediately. However, the Board considers it appropriate to increase the annual aggregate limit in order to ensure that there is sufficient flexibility and capacity to increase such remuneration in the future, having considered the following factors:

• the development of the Dubbo Zirconia Project, which is anticipated to create a more sophisticated corporate entity with a more international profile for the Company, placing greater demands on the Directors to deal with more complex and diverse issues;

• the increasing activities of the Company in general and the greater involvement expected of the non-executive board members;

• the increasing legislative and regulatory responsibilities of public company directors reinforcing their obligations and accountability, which requires increasing participation to ensure compliance;

• the higher standards of corporate governance practices expected by the investment community of a company of the status Alkane aspires to be, which will require the Board to adapt, for example by the recruitment of additional independent Directors;

• the need to maintain flexibility to enable adjustments to remuneration in line with industry norms to encourage retention and provide attractive terms for new recruitment.

The Directors unanimously recommend Shareholders vote in favour of increasing the maximum annual aggregate directors’ fees.

The Chairman intends to vote all available proxies in favour of increasing the maximum annual aggregate Directors’ fees.

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DIRECTOR’S SHARES - RESOLUTION 4

Resolution 4 seeks Shareholder approval under Listing Rule 10.11 to issue 100,000 ordinary fully paid shares to Mr D Ian Chalmers or his nominee.

1.1 Rationale for the proposed issue of Shares

In July 2012, Shares were issued to certain staff and consultants of the Company as a reward for the contributions of those persons in the ongoing success of the Company and in recognition of their service. In the period prior to that time, the Company had achieved a number of milestones, including:

• completion of the definitive feasibility study for the base case 400,000tpa model for the Dubbo Zirconia Project ( DZP );

• entering into a number of memoranda of understanding for offtake of product from the DZP;

• upgrading the ore reserve at the DZP;

• completion of the Environmental Assessment for the Tomingley Gold Project ( TGP );

• entering into a mandate for arranging a project loan facility and gold hedging facility in respect of the TGP;

• initiation of an early works program at TGP; and

• exploration success at the Company’s Bodangora project.

The issue of shares was designed to recognise the roles of those persons in achieving these milestones, and to encourage such personnel to have a greater involvement in the achievement of the Company's objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company.

The Board (in the absence of Mr Chalmers) had determined that, as Managing Director and team leader of the personnel described above, Mr Chalmers was deserving of participating in this reward and incentive Share issue through the issue of 100,000 Shares. As such an issue of Shares requires Shareholder approval (see paragraph 1.2 below), the Board (in the absence of Mr Chalmers) determined that such approval would be sought at the Company's next general meeting, being the upcoming Annual General Meeting.

1.2

Shareholder approval requirements

Listing Rule 10.11 requires the Company to obtain Shareholder approval for the issue of securities to a related party of the Company. As Managing Director, Mr Chalmers is a related party of the Company for the purposes of Listing Rule 10.11. Accordingly, Shareholder approval is required for the issue of shares under Resolution 4.

As Shareholder approval is being sought under Listing Rule 10.11, and pursuant to Listing Rule 7.2 (Exception 14), approval is not required under Listing Rule 7.1 for the proposed issue of Shares.

1.3 Details of the Issue

In accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 4. Additional information relevant to Shareholders in deciding how to vote on resolution 4 is also set out below.

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• (a) The Shares are being issued to Mr D Ian Chalmers, Managing Director of the Company.

• (b) The maximum number of Shares to be issued by the Company to Mr Chalmers is 100,000 Shares.

• (c) Subject to Shareholder approval under Resolution 4 being obtained, the Shares will all be issued on a single occasion as soon as possible, and in any event within one month, after the date of the meeting.

• (d) As the Shares will be issued for no cash consideration (ie nil issue price), no cash funds will be raised by the Company from their issue.

• (e) The Shares issued will be fully paid ordinary shares in the Company and will rank equally in all respects with the existing Shares on issue.

• (f) The value of the Shares based on the latest practicable closing price of Shares traded on ASX prior to the date of this Notice of Meeting (being $0.49 each on 8 April 2013) is $49,000.

• (g) The trading history of the Shares on ASX in the 12 months before the date of this Notice of Meeting is set out below:

	Share Price	Date
Highest	$0.825	13 February 2013
Lowest	$0.450	4 April 2013
Close at last practicable date	$0.490	8 April 2013

• (h) Mr Chalmers currently receives $360,000pa in the form of a cash salary. In addition, Mr Chalmers receives superannuation at the statutory rate of 9%. Mr Chalmers is also entitled to be reimbursed for reasonable motor vehicle expenses and other disbursements in the conduct of the Company's business. Mr Chalmers receives no other remuneration from the Company. Details about Mr Chalmers' remuneration is also set out in the Remuneration Report (set out on pages 27 to 32 of the 2012 Annual Report).

• (i) Details of the effect of the proposed Share issue on the Company's capital structure, and details of Mr Chalmers' interests in the Company, are set out in paragraph 1.4 below.

• (j) Each of the Directors (other than Mr Chalmers, who has a material personal interest in the outcome of resolution 4) recommends that Shareholders vote in favour of resolution 4. See paragraph 1.5 for further details.

1.4 Effect on Company's capital structure

The following table sets out the impact the proposed Share issue is expected to have on the Company's capital structure, along with detailing Mr Chalmers' current interests in the Company and how these will be affected. The table

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assumes that no other Shares have been issued between the date of this Notice of Meeting and the time of the proposed issue to Mr Chalmers.

Shareholder	Total Shares held	%	Number of	Total Shares held (directly or indirectly) after proposed Share issue	%
	(directly or indirectly) as at date of Notice of Meeting		Shares to be issued
Mr Chalmers	2,168,854	0.58%	100,000	2,268,854	0.61%
Other Shareholders	370,370,146	99.42%	N/A	370,370,146	99.39%
Total	372,539,000	100.00%	100,000	372,639,000	100.00%

The Company currently has 4,000,000 Options on issue ($1.50 exercise price expiring on 15 May 2013). These Options will not be affected by the proposed Share issue to Mr Chalmers. Mr Chalmers does not currently hold any Options.

1.5 Directors' recommendation

The Directors (other than Mr Chalmers) unanimously recommend Shareholders vote in favour of the issue of Shares to Mr Chalmers. These Directors make this recommendation for the reasons set out in paragraph 1.1 above.

As the recipient of the proposed Shares to be issued, Mr Chalmers has a material personal interest in Resolution 4. Accordingly, he has removed himself from any deliberations of the Board about this resolution and does not believe it is appropriate to provide a recommendation on this resolution. All other Directors do not have an interest in the arrangements contemplated by Resolution 4.

The Chairman intends to vote all available proxies in favour of the issue of shares to Mr Chalmers

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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, 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 16 May 2013 at 5.00pm (Sydney time), and at any adjournment.

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.	Remuneration Report	�	�	�
2.	Re-election of Director – A D Lethlean	�	�	�
3.	Directors’ Fees	�	�	�
4.	Director’s Shares	�	�	�

• If you mark the "Abstain" box for a particular item of business, you are directing your proxy not to vote on that item on a show of hands or on a poll and your shares will not be counted in computing the required majority on a poll.

IMPORTANT for Resolutions 1, 3 and 4 - If the Chairman of the Meeting is your nominated proxy, or may be appointed by default:

Where you have appointed the Chairman of the Meeting as your proxy (or the Chairman becomes your proxy by default), you expressly authorise the Chairman to exercise your proxy on resolutions 1, 3 and 4 in accordance with his stated voting intention (except where you have indicated a different voting intention by making an applicable box above) even though resolutions 1, 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

In addition, by marking this box you are directing the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on resolutions 3 as set out below and in the Notice of Meeting. If you mark this box and do not mark the For, Against or Abstain box for resolution 3, you are acknowledging that the Chairman of the Meeting may exercise your proxy even though he may have an interest in the outcome of the resolution and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on resolutions 3 and your votes will not be counted in computing the required majority if a poll is called.

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

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Member, Attorney or Joint Member
Sole director and sole company secretary Director
Contact name Contact daytime telephone
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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 Annual General Meeting – your proxy must vote on a poll, and must vote that way (ie as directed); and

• if your proxy is not the chair – 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 Annual General 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

• o your proxy does not vote on the Resolution,

the chair of the Annual General 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, section 249X of the Corporations Act 2001 (Cth) will take effect so that 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 delivery	By post	By facsimile
150 Stirling Highway NedlandsWA6009	PO Box 1156 NedlandsWA6909	Fax: +61 8 9389 7871

not later than 5.00pm Sydney time (3.00pm Perth time) on 14 May 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.

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