ARCHER MATERIALS LIMITED — AGM Information 2010

Oct 10, 2010

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Archer Exploration Limited ABN 64 123 993 233

Level 1, 28 Greenhill Road Wayville, SA 5034 Australia Telephone +61 (0)8 8272 3288 Facsimile +61 (0)8 8272 3888 info@archerexploration.com.au www.archerexploration.com.au

NOTICE OF ANNUAL GENERAL MEETING

Archer Exploration Limited ABN 64 123 993 233

Notice is hereby given that the Annual General Meeting of the shareholders of Archer Exploration Limited (Company) will be held at Norman Waterhouse Lawyers, Level 15, 45 Pirie Street, Adelaide, South Australia 5000, on Thursday 11 November 2010 at 10.00 am (Adelaide time) for the purpose of transacting the business referred to in this Notice of Annual General Meeting.

The Explanatory Memorandum that accompanies and forms a part of this Notice of Annual General Meeting describes the Ordinary Business to be considered.

Ordinary Business:

1) Financial Statement and Report

To receive and consider the financial statements of the Company for the year ended 30 June 2010, and related Directors’ Report, Directors’ Declaration and Auditors’ Report.

2) Resolutions

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

a) Remuneration Report

‘That the Remuneration Report for the year ended 30 June 2010 as set out in the 2010 Annual Report is adopted.’

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

b) Election of Directors

‘That Greg English, a Non-Executive Director retiring by rotation in accordance with ASX Limited (ASX) Listing Rule 14.5 and clause 2.5 of the Constitution of the Company, being eligible is re-elected as a Non-Executive Director of the Company.’

c) Election of Directors

‘That John Dawkins AO, a Non-Executive Director appointed on 30 April 2010 by resolution of

Directors, being eligible is re-elected as a Non-Executive Director of the Company.’

You may view the 2010 Annual Report at the Archer website.

www.archerexploration.com.au/html/reportsA.htm

By order of the Board

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Craig Gooden Company Secretary

8 October 2010

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Archer Exploration Limited ABN 64 123 993 233 Level 1, 28 Greenhill Road Wayville, SA 5034 Australia Telephone +61 (0)8 8272 3288 Facsimile +61 (0)8 8272 3888 info@archerexploration.com.au www.archerexploration.com.au

NOTES ON VOTING

VOTING ENTITLEMENTS

The Board has determined that, in accordance with the Company’s Constitution and the Corporations Regulations 2001 (Cth), that the members entitled to attend and vote at the Annual General Meeting shall be those persons who are recorded in the register of members at close of business on Tuesday 9 November 2010.

Proxies

Appointment of Proxy

A shareholder who is entitled to attend and vote at the Annual General Meeting may appoint up to two proxies to attend and vote on behalf of that shareholder. A proxy need not be a shareholder of the Company. A proxy form is included with this Notice of Annual General Meeting.

If a shareholder appoints two proxies, the appointment of the proxies may specify the proportion or the number of that shareholder’s votes that each proxy may exercise. If the appointment does not so specify, each proxy may exercise half of the votes. Fractions of votes will be disregarded.

A proxy form must be signed by the member or their duly appointed attorney, or in the case of a body corporate, executed in accordance with the corporation’s constitution, or signed by a duly authorized officer or attorney.

To be effective, the Company must receive the completed proxy form signed by the member and, if the form is signed by the shareholder’s attorney or authorized officer of a corporation, the authority under which the proxy form is signed (or a certified copy of the authority).

The proxy’s appointment and, if applicable, the authority appointing an attorney, must be sent by post or fax by no later than 10.00am (Adelaide time) on Tuesday 9 November 2010 to:

• 1) the Company’s registered office at Level 128 Greenhill Road, Wayville 5034 (facsimile number (08) 8272 3888 ); or

• 2) the Company’s share registrar, Computershare Investor Services Pty Limited, as listed below:-

• 3) Custodian Voting – for Intermediary Online subscribers only (Custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Mail:	In person:	Fax:
Archer Exploration Limited	Archer Exploration Limited	Archer Exploration Limited
C/- Computershare Investor	C/- Computershare Investor	C/- Computershare Investor Services Pty
Services Pty Limited	Services Pty Limited	Limited
GPO Box 242	Level 5, 115 Grenfell Street	(within Australia) 1800 783 447
Melbourne VIC 3001	Adelaide SA 5001	(outside Australia) +61 3 9473 2555
Australia	Australia

If you require an additional proxy form, please contact Computershare Investor Services Pty Limited.

Appointment of Company representative

A body corporate may elect to appoint a representative, rather than appoint a proxy, in accordance with the Corporations Act. Where a body corporate appoints a representative, the Company requires written proof of the representative’s appointment to be lodged with or presented to the Company before the meeting.

Voting by proxies

A proxy may decide whether to vote on any motion, except where the proxy is required by law or the constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction.

If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.

Where more than one proxy is appointed, neither proxy is entitled to vote on a show of hands.

If a shareholder appoints the chairperson of the meeting as the shareholder’s proxy and does not specify how the chairperson is to vote on an item of business, the chairperson will vote, as proxy for that shareholder, in favour of that item on a poll.

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Archer Exploration Limited ABN 64 123 993 233 Level 1, 28 Greenhill Road Wayville, SA 5034 Australia Telephone +61 (0)8 8272 3288 Facsimile +61 (0)8 8272 3888 info@archerexploration.com.au www.archerexploration.com.au

ANNUAL GENERAL MEETING – EXPLANATORY MEMORANDUM

Archer Exploration Limited ABN 65 123 993 233

This Explanatory Memorandum has been prepared for the information of shareholders in connection with the Annual General Meeting of shareholders to be held at Norman Waterhouse Lawyers, Level 15, 45 Pirie Street, Adelaide, South Australia 5000, on Thursday 11 November 2010 at 10.00 am. (Adelaide time).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting, and is a brief explanation of Agenda Items 1 and 2 in the Notice of Annual General Meeting and why the Company is seeking this shareholder approval.

FINANCIAL STATEMENTS AND REPORTS

The Corporations Act 2001 (Cth) (Corporations Act) requires the financial report (which includes the Financial Statements and Directors’ Declaration), the Directors’ Report and Auditor’s Report to be put before the AGM.

There is no requirement either in the Corporations Act or the Company’s Constitution for shareholders to approve the Financial Report, the Directors’ Report or the Auditor’s Report. Shareholders will be given a reasonable opportunity at the meeting to ask questions and make comments on these reports.

Whilst no resolution is required in relation to this item, the auditor of the Company or their representative will be available to receive questions relevant to:

• a) the conduct of the audit;

• b) the preparation and content of the Auditor’s Report;

• c) the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and

• d) the independence of the auditor in relation to the conduct of the audit.

RESOLUTION 2(a) - REMUNERATION REPORT

The Directors’ Report set out in the 2010 Annual Report contains a remuneration report, which sets out the policy for the remuneration of the Directors, company secretaries and the senior managers. Shareholders who did not elect to receive a hard copy of the 2010 Annual Report and financial statements can view them on the Company’s website at www.archerexploration.com.au .

The Remuneration Report provides information on the following issues:

• the policies adopted by the Board for determining the nature and amount of remuneration of directors, the company secretary and senior managers;

• the relationship between the remuneration policies and the Company’s performance;

• the performance conditions that apply to the different components of the remuneration structure, why

• those performance conditions were chosen and how performance is measured against them; and

• remuneration details for directors and senior executives.

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 objective and current and emerging market practices.

Shareholders should note that the vote will be advisory only and does not bind the directors or the Company.

Recommendation – The Board recommends that shareholders vote in favour of adopting the Remuneration Report.

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Archer Exploration Limited ABN 64 123 993 233 Level 1, 28 Greenhill Road Wayville, SA 5034 Australia Telephone +61 (0)8 8272 3288 Facsimile +61 (0)8 8272 3888 info@archerexploration.com.au www.archerexploration.com.au

RESOLUTION 2(b) - ELECTION OF Greg English

In accordance with ASX Listing Rule 14.5 and clause 2.5 of the Company’s Constitution, at every Annual General Meeting one third of the Directors for the time being (excluding executive Directors) must retire from office and are eligible for re-election. Accordingly, Greg English retires by rotation and offers himself for re-election. The qualifications and experience of Greg English are set out below.

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Greg English LLB,BE Mining (Director since 9 May 2007)

Greg English is the Chairman of the Company and he is a qualified mining engineer and lawyer. He is a partner of Norman Waterhouse Lawyers and specialises in mining, commercial and securities law. He is also a qualified mining engineer, with experience on a wide variety of mining projects. Greg was also a previous director of ASX listed Gawler Resources Ltd. Greg’s experience in the mining industry, particularly in capital raising, tenement acquisition, project management and business development, and his industry knowledge and business relationships, enables Archer Exploration to manage and develop its existing tenement portfolio and to identify and secure other high quality exploration assets.

Recommendation - The Directors (other than Greg English, who makes no recommendation) recommend that shareholders approve Resolution 2(b) for the re-election of Greg English as a Director of the Company.

RESOLUTION 2(b) - ELECTION OF John Dawkins AO

John Dawkins AO was appointed as a Director of the Company by the Board on 30 April 2010. John Dawkins AO offers himself for election at the first Annual General Meeting since his appointment, in accordance with section 2.4 of the Company’s Constitution. The qualifications and experience of John Dawkins AO are set out below.

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John Dawkins AO BEc RDA (Director since 30 April 2010)

John Dawkins is a former Federal Government Treasurer and he brings substantial business and political acumen to the Company. Since leaving politics in 1993 he has had an active business career including as Chair of Elders Rural Bank (now Rural bank), Integrated Legal Holdings and the Retail Energy Market Company.

He continues as Chair of Integrated Legal Holdings Limited and is a director of MGM Wireless Ltd and Government Relations Australia. He is Chair of the Australian Qualifications Framework Council and the National Quality Council.

Recommendation - The Directors (other than John Dawkins AO, who makes no recommendation) recommend that shareholders approve Resolution 2(b) for the re-election of John Dawkins AO as a Director of the Company.

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Lodge your vote:

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By Mail:

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

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

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

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

For all enquiries call:

(within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 10:00am (Adelaide time) Tuesday 9 November 2010.

How to Vote on Items of Business

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

Appointment of Proxy

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

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

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

A proxy need not be a securityholder of the Company.

Signing Instructions

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

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

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

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

Attending the Meeting

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

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

Turn over to complete the form

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View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

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

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I 9999999999

I ND

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Archer Exploration Limited hereby appoint

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the Chairman of the meeting

OR

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Archer Exploration Limited to be held at Norman Waterhouse Lawyers, Level 15, 45 Pirie Street, Adelaide, SA on Thursday 11 November 2010 at 10.00am (Adelaide time) and at any adjournment of that meeting.

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Items of Business

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

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2	a.	Approval of the Remuneration Report
2	b.	Approval of re-election of Greg English
2	c.	Approval of re-election of John Dawkins

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

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

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