ARC FUNDS LIMITED — AGM Information 2011

Aug 29, 2011

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Members of Tidewater Investments Limited ACN 001 746 710 (“Tidewater” or “the Company”) will be held on 29 September 2011 at 11.00 am at the offices of Baron Partners Limited, located at Level 32, Deutsche Bank Place, 126 Phillip Street, Sydney NSW 2000 (“AGM” or “the Meeting”).

BUSINESS

1. Chairman’s Address

Report on results and activities during the financial year.

2. Financial Statements for the year ended 30 June 2011

The audited financial statements of Tidewater and its subsidiaries will be presented to the Meeting for review.

ORDINARY BUSINESS

3. Adoption of Remuneration Report

The Board of Tidewater is submitting its Remuneration Report to shareholders for consideration and adoption by way of a non binding resolution. This resolution is put to members in accordance with section 250R(2) of the Corporations Act and the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011. The outcome of this resolution is advisory only and is not binding on the Company or the Directors for the 2011 year, but under certain circumstances, disclosed in the Explanatory Memorandum, may cause additional resolutions to be placed before the 2012 Annual General Meeting. The Remuneration Report is set out on pages 9 to 11 of the Tidewater Annual Report for 2011. The report explains the board’s policies in relation to the nature of remuneration paid to the Directors and management.

Resolution 1 - as an ordinary resolution:

That the Remuneration Report contained in the Tidewater Investments Limited 2011 Annual Report be hereby adopted

Voting Exclusion Statement

As required by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011, the Company will disregard any votes cast under Resolution 1 by the Directors of the Company or their related entities and associated parties.

Tidewater Investments Limited

phone: (02) 9380 2876

ABN 52 001 746 710

Suite 7.09, 2-14 Kings Cross Road, POTTS POINT NSW 2011 GPO Box 4870 SYDNEY NSW 2001

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4. Re-election of Director – Mr. Paul Young

The ASX Listing Rules and the constitution of the Company require each Director to be re-elected every three years and also that an election of Directors be held each year. The Managing Director is not required to be re-elected.

Paul Young will retire in accordance with clause 13.6 of the Company’s constitution and, being eligible, has offered himself for re-election.

Resolution 2 - as an ordinary resolution:

That Paul Young be re-elected as a Director of the Company

SPECIAL BUSINESS

5. Approval of equal share capital reduction

Resolution 3 - as an ordinary resolution:

That, for the purposes of section 256B and section 256C(1) of the Corporations Act, and for all other purposes, approval is given for the Company to reduce the share capital of the Company by returning share capital equal in value to approximately 6.5 cents per Tidewater Share through the distribution in-specie to the holders of Tidewater Shares of up to 1,936,467 ordinary shares in Merricks Capital Special Opportunity Fund Limited (ABN 62 111 772 359) (“MEF”) on the basis of 1 MEF ordinary share for every 13 Tidewater Shares held at 7.00pm (Sydney time) on the Capital Return Record Date, on the terms and conditions set out in the Explanatory Memorandum.

Entitlement to Vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations and ASTC Operating Rule 8.3A.1, the Company has determined that for the purposes of the Annual General Meeting all Shares will be taken to be held by the persons who, according to records of the Company’s share registrar, held them as registered Shareholders at 7:00pm (Sydney time) on 27 September 2011. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

How to Vote

Members entitled to vote at the Extraordinary General Meeting may vote:

• by attending the meeting and voting in person; or

• by appointing an attorney to attend the meeting and vote on their behalf or, in the case of corporate members or proxies, a corporate representative to attend the meeting and vote on its behalf; or

• by appointing a proxy to attend and vote on their behalf, using the proxy form accompanying

this Notice. A proxy may be an individual or a body corporate.

Tidewater Investments Limited: Notice of AGM page 2

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Voting in person (or by attorney or by corporate representative)

Members or their proxies, attorneys or representatives (including representatives of corporate proxies) wishing to vote in person should attend the Meeting and bring a form of personal identification (such as their driver's licence).

To vote by attorney at this meeting, the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed must be received by the Registry before 11.00 am (Sydney time) on 27 September 2011 in any of the following ways:

By post to the share registry, Boardroom Pty Limited: GPO Box 3993, Sydney NSW 2001

By hand delivery to Boardroom Pty Limited at:

Level 7, 207 Kent Street, Sydney NSW 2000

By fax to Boardroom Pty Limited on:

1300 653 459 from within Australia, or +61 2 9290 9655 from outside Australia

To vote in person, you or your proxy, attorney, representative or corporate proxy representative must attend the AGM to be held at the offices of Baron Partners Limited, located at Level 32, Deutsche Bank Place, 126 Phillip Street, Sydney NSW 2000 on 29 September 2011 commencing at 11:00am (Sydney time).

A vote cast in accordance with the appointment of a proxy or power of attorney is valid even if before the vote was cast the appointor:

• died;

• became mentally incapacitated;

• revoked the proxy or power; or

• transferred the Shares in respect of which the vote was cast,

unless Tidewater received written notification of the death, mental incapacity, revocation or transfer before the meeting or adjourned meeting.

To vote by corporate representative at the meeting, a corporate Member or proxy should obtain an Appointment of Corporate Representative Form from the share registry, complete and sign the form in accordance with the instructions on it. The appointment should be lodged at the registration desk on the day of the meeting. The appointment of a representative may set out restrictions on the representative's powers.

The original form of appointment of a representative, a certified copy of the appointment, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed. The Chairman of the meeting may permit a person claiming to be a representative to exercise the body's powers even if he or she has not produced a certificate or other satisfactory evidence of his or her appointment.

Tidewater Investments Limited: Notice of AGM page 3

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Voting by Proxy

Any shareholder of the Company entitled to attend and vote at this AGM is entitled to appoint a proxy to attend and vote instead of that shareholder. The proxy does not need to be a Member of the Company. A shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes. A proxy may be an individual or a body corporate. A proxy that is a body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the Member's proxy.

A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution. If an appointment directs the way the proxy is to vote on a particular resolution:

• if the proxy is the chair - the proxy must vote on a poll and must vote in the way directed;

• if the proxy is not the chair - the proxy need not vote on a poll, but if the proxy does so, the proxy must vote in the way directed; and

• in this instance if the proxy does not attend the Meeting, or does not vote on a poll, the chair of the Meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that Meeting.

If a proxy appointment is signed or validly authenticated by the Member but does not name the proxy or proxies in whose favour it is given, the Chairman may either act as proxy or complete the proxy appointment by inserting the name or names of one or more Directors or Company Secretary.

If:

• a Member nominates the Chairman of the meeting as the Member's proxy; or

• the Chairman is to act as proxy if a proxy appointment is signed by a Member but does not name the proxies in whose favour it is given or otherwise under a default appointment according to the terms of the proxy form,

then the person acting as Chairman in respect of an item of business at the Meeting must act as proxy under the appointment in respect of that item of business.

Proxies must be lodged not later than 48 hours before the Annual General Meeting i.e. 11.00 am (Sydney time) on 27 September 2011 in any of the following ways:

By post to the share registry, Boardroom Pty Limited: GPO Box 3993, Sydney NSW 2001

• By hand delivery to Boardroom Pty Limited at: Level 7, 207 Kent Street, Sydney NSW 2000

By fax to Boardroom Pty Limited on:

• 1300 653 459 from within Australia, or +61 2 9290 9655 from outside Australia

Tidewater Investments Limited: Notice of AGM page 4

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By electronic lodgement:

http://www.boardroomlimited.com.au/vote/tdiagm2011 in accordance with instructions provided on the website. You will need your Holder Identification Number (HIN) or Security Reference Number (SRN) to lodge your proxy vote online.

A form of proxy is provided with this notice.

Further Information

If you have any queries in relation to the Annual General Meeting, please contact the Managing Director, Andrew Brown, on (02) 9380 2876 or andrew.brown@tidewater.com.au

Dated this Sixteen day of August 2011

By order of the Board of Directors

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Andrew Brown Company Secretary

Tidewater Investments Limited: Notice of AGM page 5

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EXPLANATORY MEMORANDUM

(This Explanatory Memorandum forms part of the Notice of Meeting)

This Explanatory Memorandum provides information for members in respect of the resolutions to be considered at the Annual General Meeting of Tidewater Investments Limited (Company) to be held at 11.00am on 29 September 2011 at Level 32, Deutsche Bank Place, 126 Phillip Street, SYDNEY, New South Wales.

Ordinary Business

1. Chairman’s Address

Report on results and activities during the financial year.

2. Financial Statements

• 2.1 As required by section 317 of the Corporations Act 2001 (Cth) (Corporations Act), the Financial Report, Directors’ Report and Auditor’s Report of the Company is contained within the Annual Report 2011 and will be laid before the meeting.

• 2.2 Members will be provided with the opportunity to ask questions about the reports or about the Company generally but there will be no formal resolution put to the meeting.

3. Remuneration Report

• 3.1 As required by section 250R(2) of the Corporations Act, a resolution that the Company’s Remuneration Report be adopted must be put to a vote. The Report is contained within the Directors’ Report in the Company’s Annual Report 2011.

• 3.2 Section 250R(3) of the Corporations Act provides that the vote on this resolution is advisory only and does not bind the directors or the Company, other than in respect of legislative change described in 3.3 – 3.5 below. In accordance with section 250SA of the Corporations Act, members of the Company will be provided with an opportunity to ask questions or make comments on the Remuneration Report.

• 3.3 As required by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011, interests in Tidewater Shares held by Key Management Personnel and Directors of Tidewater (as named within the Remuneration Report contained on pages 9 – 11 of the 2011 Annual Report) or their related parties or associates will be excluded from voting on this Resolution.

Tidewater Investments Limited: Notice of AGM page 6

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• 3.4 As a result of legislative change brought about by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011, in the event that 25% of the votes cast in respect of this Resolution are opposed to the passing of the Remuneration Report and if members make comments at the meeting, then in the following year the Board of the Company must report on any proposed responses to those comments, or explain why the Board of the Company does not propose any response.

• 3.5 Furthermore, as a result of legislative change brought about by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011, if 25% of the votes cast at the 2011 and 2012 AGMs (or two consecutive AGMs beyond that period) oppose the adoption of the Remuneration Report report, then at the 2012 (or second) AGM, the company must give members the option to pass a resolution (“Spill Resolution”) requiring that the entire board (except the Managing Director) stand for reelection at a further general meeting. This meeting must take place within ninety days after the AGM. Passing of the Spill Resolution will require that 50% or more of votes cast are in favour of such a Spill Resolution.

• 3.6 The Board believes the Company’s remuneration policies and structures as outlined in the Remuneration Report are appropriate relative to the size of the Company, its business and strategic objectives and in relation to current and emerging market practices.

4. Re-Election of Director

• 4.1 In accordance with Clause 13.6 of the Company’s Constitution, Paul Young must retire from office, and offer himself for election at the Annual General Meeting of the Company.

• 4.2 Paul Young is the co-founder and a director of Baron Partners Limited, a well established corporate advisory business and has been in merchant banking in Australia for over 25 years. Paul has a degree in economics from the University of Cambridge, is qualified as a Chartered Accountant in the United Kingdom, has a Diploma in Corporate Finance and is a Fellow of the Australian Institute of Company Directors. Paul is the Chairman of the Tidewater Investments Limited Audit Committee.

During the past three years, Paul has served as a Director of the following other public companies:

• Ambition Group Limited (non-executive Director – ongoing)

• GB Energy Limited (appointed 7/2/2011; resigned 25/7/2011)

• Thomas and Coffey Limited (non-executive Director – ongoing)

• Peter Lehmann Wines Limited (appointed 31/10/2003; resigned 4/3/2010)

• Sapex Limited (appointed 14/4/2006; resigned 15/10/2008)

• Site Group International Limited (formerly Lazco Limited) (appointed 29/6/2010; resigned 1/4/2011)

Tidewater Investments Limited: Notice of AGM page 7

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5. Approval of equal share capital reduction

• 5.1 Background

The Company proposes to make a return of capital to Shareholders. Section 256B of the Corporations Act permits a company to reduce its share capital in a way that is not otherwise authorised by law if the reduction:

• (a) is fair and reasonable to the company’s shareholders as a whole;

• (b) does not materially prejudice the company’s ability to pay its creditors; and

• (c) is approved by its shareholders in accordance with the requirements of Section 256C(1) of the Corporations Act.

• 5.2 What are the terms of the proposal?

The Company proposes a return of capital to Shareholders equal in value to approximately 6.5 cents ($0.065) per Tidewater Share, equivalent to a total capital return of approximately $1,628,611. The proposed capital return will be effected by way of an equal reduction of capital through distributing in-specie to Shareholders one ordinary share in Merricks Capital Special Opportunity Fund Limited (“MEF”) for every thirteen Tidewater Shares held and requires Shareholder approval by ordinary resolution.

The proposed Capital Return will apply equally to each holder of Tidewater Shares in proportion to the number of Tidewater Shares they hold at 7.00pm (Sydney time) on the Capital Return Record Date and the terms of the reduction will be the same for each holder of Tidewater Shares. No Tidewater Shares will be cancelled as a result of the proposed Capital Return.

• 5.3 What are the timing and trading implications?

• If Shareholder approval is received, Tidewater Shares will commence trading on an “exreturn of capital” basis on 4 October 2011. The record date for the proposed distribution is expected to be 10 October 2011 and it is expected that shares in MEF to which Tidewater Shareholders are entitled will be transferred to Tidewater Shareholders on 21 October 2011.

• 5.4 What are the reasons for the capital return?

The Capital Return is part of the Company’s capital management strategy. The Directors of the Company believe that Tidewater Shareholders will be better able to realise the value of the underlying asset value of Tidewater if one of the Company’s major investments is fully distributed to Tidewater Shareholders.

• 5.5 How will the capital return be funded?

The Capital Return is not required to be funded from cash since it is being effected through the distribution of the bulk of the Company’s shareholding in MEF. Accordingly, the level and value of investments will decrease as a result of the Capital Return.

Tidewater Investments Limited: Notice of AGM page 8

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• 5.6 Will there be tax implications for the Company?

The Company currently has significant past losses, against which it should be able to offset future investment gains.

As the price of MEF Shares is likely to fluctuate in the period between this Notice of Meeting and the Capital Return Date, the Company is unable to currently apply for a class ruling from the Australian Taxation Office (“ATO”) that the distribution of MEF Shares under the Capital Return will be treated as a return of capital for Australian tax purposes. However, once the Capital Return has been effected, if approved by Tidewater Shareholders, and the dollar amount of capital returned is certain, the Company will then apply for such a class ruling from the ATO.

However, because each Shareholder’s personal circumstances may differ, each Shareholder should carefully consider their own situation and the taxation consequences which might arise from the Capital Return. Neither the Company nor its Directors give any tax advice in this regard. If any Shareholder is in doubt or concerned about the potential implication of the proposed Capital Return on their own tax situation, they should seek independent professional advice.

• 5.7 What is the Directors’ opinion of the proposal?

The Directors have assessed a variety of capital management alternatives and have determined that the proposed Capital Return is in the best interests of the Company and the Shareholders. The Directors will vote their shareholdings in Tidewater in favour of the Resolution.

• 5.8 What effect will the proposal have on the Company?

Share price impact

If the proposed Capital Return is approved by Shareholders, Tidewater Shares may trade at a lower market price, reflecting the return of capital. This is likely to occur after the Meeting when Tidewater Shares commence trading without an entitlement to the Capital Return.

Impact on capital structure of the Company

After the proposed Capital Return, the share capital of the Company will be reduced by approximately $1,630,000 from approximately $4,570,000 at 31 July 2011 to $2,940,000.

Impact on financial position of the Company

The impact of the Capital Return on the Company’s financial position will be to reduce the value of cash and investments from approximately $5,100,000 at 31 July 2011 to approximately $3,470,000.

• 5.9 Tax implications for the Company’s Shareholders

The tax implications of the Capital Return will vary depending upon each Shareholder’s particular circumstances.

The information set out below should not be viewed as tax advice in relation to the specific circumstances of Shareholders. The information is intended as a general guide only and does not represent a complete analysis of all potential tax implications associated with the proposed Capital Return. Each Shareholder should consult their own tax adviser as to the

Tidewater Investments Limited: Notice of AGM page 9

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tax consequences for them in relation to the proposed Capital Return. The Company intends to apply for a class ruling from the ATO in relation to the Capital Return.

The following contains a general description of the Australian tax consequences that will arise for Shareholders as a consequence of the Capital Return if the class ruling is issued in accordance with the Company’s intended ruling application. The class ruling, if obtained, will be available at the ATO website (www.ato.gov.au).

This general description is only relevant in relation to the Australian taxation position of Shareholders who hold Tidewater Shares on capital account. This general description does not apply to Shareholders who hold Tidewater Shares on revenue account or as trading stock.

• (a) Dividend – the Capital Return should not be treated as a dividend for Australian income tax purposes.

• (b) Capital gains tax (CGT)

Australian Tax resident Shareholders

(i) Capital Return less than cost base

Where the Capital Return is less than the cost base of your Tidewater Shares for CGT purposes, you will not realise a capital gain from the Capital Return. The cost base of your Tidewater Shares will be reduced by the value of the Capital Return.

(ii) Capital Return exceeds cost base

As the value of the Capital Return is approximately $0.065 per Tidewater Share, it is unlikely that the value of the Capital Return will exceed the cost base of your Tidewater Shares. Nevertheless, if the Capital Return is greater than the cost base of your Tidewater Shares for CGT purposes, you will realise a capital gain. This gain will be to the extent that the Capital Return exceeds the cost base of your Tidewater Shares for CGT purposes.

You should obtain your own advice on the amount of any capital gain to be included in your taxable income and the taxation consequences arising from the Capital Return.

Non-Australian resident Shareholders will not generally be liable for CGT in respect of the Capital Return provided that the Tidewater Shares have not been used in carrying on a business through a permanent establishment in Australia. Non-resident Shareholders should seek their own advice in relation to the taxation consequences arising from the Capital Return under the laws of their country of residence.

• 5.10 Information on Merricks Capital Special Opportunity Fund Limited (“MEF”) MEF was incorporated on 12 November 2004 as Fat Prophets Australia Fund Limited (“FAT”) and was listed on ASX Limited on 19 April 2005 having raised $32.2million in an initial public offering. FAT was classified as a listed investment company, initially being managed by Fat Prophets Fund Management Australia Pty. Limited (“FPFMA”) with the aim of outperforming the S&P/ASX 300 Accumulation index benchmark. The original management of the FAT portfolio aimed to replicate ideas and themes published in the investment newsletter “Fat Prophets”. From March 2006 to October 2009, the management of FAT was carried out under this mandate via a sub-contract agreement by Tidewater Asset Management Pty. Limited, a controlled entity of Tidewater. From October 2009 until

Tidewater Investments Limited: Notice of AGM page 10

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July 2010, the management of FAT reverted back to FPFMA, until the acquisition of this agreement by Merricks Capital Pty. Limited (“Merricks”).

Merricks is a Melbourne based absolute return manager, established in 2007 by Adrian Redlich and Adam Lindell. Mr. Redlich has extensive experience in Australia, Asia and USA as a research analyst and strategist, including a significant period with Citadel Investment Group in the USA, one of the world’s largest absolute returns managers. Mr. Lindell has extensive legal experience in the areas of mergers/acquisitions and corporate compliance. Further information on Merricks and MEF is available at www.merrickscapital.com. Since October 2010, the MEF portfolio has been run in a “benchmark unaware” manner, with a small number of highly concentrated shareholdings. In November 2010, FAT changed its name to MEF.

At 31 July 2011, MEF had net tangible assets of $32.2 million with no borrowings, of which 11.7% was held in cash. Of the 88.3% of MEF’s net assets which were invested, the main constituents of MEF’s portfolio on that date were:

• Straits Resources (ASX: SRQ) – 54.4%

• $6.1m mezzanine loan to Digital Harbour Holdings for construction of 990 LaTrobe Street (Melbourne) – a property 97% pre-leased to Melbourne Water Corporation for 15years and pre-sold to Motor Accident Commission of South Australia – 22.0%

• ING Real Estate Entertainment Fund (ASX: IEF) – 17.4%

• Alchemia Limited (ASX: ACL) – 4.0%

• Molopo Energy Limited (ASX: MPO) – 1.9%

The Directors and management of MEF are:

Andrew Brown – Non executive Chairman Adrian Redlich – Executive Director Adam Lindell – Executive Director and Company Secretary John Reynolds – Non executive Director

Andrew Brown is also Managing Director of Tidewater Investments Limited.

5.11 Risk Factors associated with MEF

On completion of the Capital Return, Tidewater Shareholders will become shareholders in MEF and should be aware of the general and specific risk factors which may affect MEF and the value of its securities. Risk factors include but are not limited to:

(a) Share Market Conditions

The market price of and the value of MEF Shares will be subject to fluctuations in line with the volatility of the share market in general. The prices for MEF shares on the ASX may rise or fall due to numerous factors such as general economic conditions, variations in the global and local markets for listed securities generally, movements in, or outlook on, interest rates and inflation rates, currency fluctuations, commodity prices, changes in investor sentiment towards particular market sectors and the demand for, and supply of, capital stock, securities or commodities.

The prices for shares for many companies have in recent times been subject to wild fluctuations which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions, acts of terrorism, macro-economic debt

Tidewater Investments Limited: Notice of AGM page 11

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concerns and the general state of the economy. Such market fluctuations may materially adversely affect the market price of MEF Shares. There can be no guarantee that an active market in the Shares will develop or that the price of the Shares will increase.

The number of buyers and sellers of MEF Shares on the ASX at any time may increase the volatility of the market price of those shares and may also affect the prevailing market price at which Shareholders are able to sell their MEF Shares.

(b) General Investment Risks

MEF’s future possible revenue and operations may be affected by a number of factors which are beyond the control of MEF. Those factors include:

• local and world economic conditions;

• interest rates;

• levels of tax, taxation law and accounting practice;

• government legislation or intervention;

• inflation or inflationary expectations; and

• natural disasters, social upheaval or war in Australia or overseas.

(c) Regulatory

The introduction of new policies, legislation or amendments to existing policies or legislation by governments or the interpretation of those laws in any of the legal jurisdictions which govern MEF’s operations or contractual obligations could impact adversely on the value of the assets and ultimately the financial performance of MEF and its Shares.

(d) Portfolio Concentration

At 31 July 2011, MEF has a heavily concentrated portfolio, with approximately 48% of net tangible asset baking being accounted for by a single security holding being Straits Resources Limited (“Straits”). As a consequence, the value of MEF Shares is presently heavily influenced by the performance of Straits shares, which in turn are influenced by the performance of its gold and copper operations, as well as global gold and copper prices. There is no guarantee that MEF will remain heavily invested in Straits into the future. MEF has a small number of other large positions. A significant decline in the value of a single security holding will have an outsized negative impact on the value of the overall MEF portfolio relative to the style of portfolio management practiced by more conventional managed funds.

As a consequence of these factors, correlation between movements in widely broadcast sharemarket indices such as S&P/ASX 200 and the performance of MEF’s net asset value per share is likely to be low, and has at times, when measured over monthly periods since the change of investment mandate in October 2010, been negative.

5.12 Rights Attaching to MEF Shares

A copy of the constitution of MEF may be inspected during normal business hours at the registered office of MEF. The following is a broad summary of the rights, privileges and restrictions attaching to all MEF shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of MEF shareholders. The MEF Shares rank pari passu with all of MEF’s existing issued shares.

Tidewater Investments Limited: Notice of AGM page 12

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Voting

Subject to any restriction on voting imposed due to a breach of the Listing Rules relating to restricted shares or any escrow agreement entered into by MEF and a shareholder, every holder of MEF shares present in person or by proxy, attorney or representative at a meeting of shareholders has one vote on a vote taken by a show of hands, and, on a poll every holder of MEF shares who is present in person or by proxy, attorney or representative has one vote for every fully paid MEF share held by him or her, and a proportionate vote for every partly paid share. A poll may be demanded before a vote is taken, or before or immediately after the declaration of the result of the show of hands by the chairperson of the meeting, on a resolution by the chairperson of the meeting, by not less than 5 shareholders having the right to vote at the meeting, or by any one or more shareholders who are together entitled to not less than 5% of the total voting rights of the MEF shares of all those shareholders having the right to vote on the resolution at that meeting.

Dividends

Dividends are declared by MEF directors. Dividends are divisible amongst the shareholders in accordance with the Corporations Act.

Transfer of MEF shares

A shareholder may transfer MEF shares by a market transfer in accordance with any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating transfers in MEF shares or by an instrument in writing approved by the ASX or in any other usual form or in any form approved by MEF directors. The MEF directors may refuse to register any transfer of MEF shares, other than a market transfer, where permitted by the Listing Rules or the ASTC Settlement Rules. MEF must not prevent, delay or in any way interfere with the registration of a transfer of MEF shares where to do so would be contrary to the provisions of the Listing Rules or the ASTC Settlement Rules.

Meetings and Notice

Each shareholder is entitled to receive notice of and to attend general meetings of MEF and to receive all notices, accounts and other documents required to be sent to shareholders under the constitution of MEF, the Corporations Act or the Listing Rules.

Winding Up

MEF has only issued one class of shares, which all rank equally in the event of liquidation. A liquidator may, with the sanction of a special resolution of shareholders, divide among the shareholders in kind the whole or any part of the property of MEF, and may for that purpose set such value as he considers fair on any property to be so divided, and may determine how the division is to be carried out as between the shareholders. The liquidator can, with the sanction of a special resolution of the shareholders, vest the whole or any part of the assets in trust for the benefit of shareholders as the liquidator thinks fit, but no shareholder can be compelled to accept any shares or other securities in respect of which there is any liability.

Shareholder Liability

As the MEF Shares are fully paid shares, they are not subject to any calls for money by MEF directors and will therefore not become liable for forfeiture.

Tidewater Investments Limited: Notice of AGM page 13

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Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of shareholders entitled to vote on the resolution. At least 28 days’ written notice specifying the intention to propose the resolution as a special resolution must be given.

ASX Listing Rules

Notwithstanding anything in the constitution of MEF, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done, as the case may be. If the Listing Rules require the constitution to contain a provision or not to contain a provision, the constitution is deemed to contain that provision or not to contain that provision, as the case may be. If a provision of the constitution is or becomes inconsistent with the Listing Rules, the constitution is deemed not to contain that provision to the extent of the inconsistency.

5.13 Recent prices of MEF shares

The highest and lowest recorded sale prices of MEF Shares as traded on ASX during the three months prior to the date of the Notice of AGM, and the respective dates of those sales were:

High: 90.5cents on 20 May 2011; Low: 70.0 cents on 9 August 2011.

The latest available closing price of Adelaide Resources shares on ASX prior to the date of

the

Notice of Annual General Meeting was 85 cents on 12 August 2011.

5.14 Related party benefits

In the event that the Capital Return is approved by Tidewater Shareholders, the Directors of Tidewater, or their related or associated entities will all receive shares in MEF. As at 16 August 2011, the number of MEF Shares which would be received by the Directors of Tidewater or their associated or related entities is as follows:

Paul Young: 91,516 shares of MEF Andrew Brown: 581,406 shares of MEF Stephen Roberts: 143,881 shares of MEF

Apart from being the Managing Director and largest shareholder of Tidewater, Andrew Brown is also the Chairman of MEF.

Tidewater Investments Limited: Notice of AGM page 14

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GLOSSARY OF TERMS

ASX	ASX Limited or the financial market known as the
	Australian Securities Exchange that is operated by ASX
	Limited, as the context requires
Capital Return	A return of share capital equal in value to approximately
	6.5 cents per Tidewater Share to be made through the
	distribution in-specie to Shareholders of one MEF Share for
	every thirteen Tidewater Shares held at 7.00pm (Sydney
	time) on the Capital Return Record Date
Capital Return Record Date	The date on which the share register of Tidewater is closed
	to determine entitlements to the Capital Return
Company	Tidewater Investments Limited (ABN 52 001 746 710)
FAT	Fat Prophets Australia Fund Limited, now renamed
	Merricks Capital Special Opportunity Fund Limited
FPFMA	Fat Prophets Funds Management Australia Pty. Limited, the
	Manager of FAT from 8 February 12005 to 31 July 2010
MEF	Merricks Capital Special Opportunity Fund (ABN 62 111 772
	359)
MEF Share	An ordinary share in MEF
Merricks	Merricks Capital Pty. Limited (ABN 45 126 528 005),
	Manager of MEF and holder of AFSL 319477
Shareholders	Holders of Tidewater Shares
Tidewater	Tidewater Investments Limited (ABN 52 001 746 710)
Tidewater Share	An ordinary share in Tidewater
Tidewater Shareholders	Holders of Tidewater Shares

Note: In the notice of meeting and explanatory memorandum, unless the context otherwise requires, the above terms have the meaning set opposite them.

Tidewater Investments Limited: Notice of AGM page 15

Tidewater Investments Limited

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ABN 52 001 746 710

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993

Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 11:00AM TUESDAY 27[TH] SEPTEMBER 2011

Reference Number:

Please note it is important you keep this confidential

TO VOTE ONLINE

STEP 1 : VISIT www.boardroomlimited.com.au/vote/tdiagm2011 STEP 2: Enter your holding/Investment type STEP 3: Enter your Reference Number and VAC:

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

STEP 3 Sign the Form

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 11.00am on Thursday, 29 September 2011. Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxies may be lodged using the reply paid envelope or:

BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Vote online at:

www.boardroomlimited.com.au/vote/tdiagm2011 or turnover to complete the Form �

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

Tidewater Investments Limited

PROXY FORM Annual General Meeting

STEP 1 - Appointment of Proxy

I/We being a member/s of Tidewater Investments Limited (the “Company”) and entitled to attend and vote hereby appoint

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the Chairman of the Meeting OR (mark with an ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

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 at the Annual General Meeting of Tidewater Investments Limited to be held at the offices of Baron Partners Limited located at Level 32, Deutsche Bank Place, 126 Phillip Street, Sydney NSW 2000 on Thursday, 29 September 2011 at 11:00am and at any adjournment of that meeting, to act 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. No undirected proxies to the Chairman or Key Management Personnel will be voted on Resolution 1, Adoption of Remuneration Report. You are encouraged to direct your proxy by marking the box in relation to the resolution in the section below.

STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions

Ordinary Business Resolution 1 Adoption of Remuneration Report

Resolution 2 Re-election of Director – Mr. Paul Young

Resolution 3 Approval of equal share capital reduction

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For Against Abstain
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In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

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

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STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
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Contact Daytime Telephone ………………………………….. Date / / 2011

Contact Name ……………………………….……..