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ABN 35 091 542 451 8 Kearns Crescent Ardross WA 6153 Telephone: 08 9364 3866 Facsimile: 08 9364 4892 Email: [email protected] Web: www.ausquest.com.au

25 October 2013

The Manager Company Announcement Office Australian Securities Exchange

By Electronic Lodgement

Dear Sir

NOTICE OF ANNUAL GENERAL MEETING

Please find attached the Notice of Annual General Meeting which will be dispatched to shareholders today.

Yours faithfully

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Darren Crawte Company Secretary

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AUSQUEST LIMITED

ABN 35 091 542 451

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT AND

PROXY FORM

TIME : 10.00 am (WST) DATE : 26 November 2013 PLACE : Heritage Room, South of Perth Yacht Club, Applecross, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9463 2463.

CONTENTS PAGE
Notice of Annual General Meeting	3
Explanatory Statement	8
Glossary	22
Annexure A	24
T IME AND PLACE OF ME ET ING AND HOW TO VOT E

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am (WST) on 26 November 2013 at:

Heritage Room, South of Perth Yacht Club, Applecross, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) post to AusQuest Limited, 8 Kearns Crescent, Ardross WA 6153; or
(b) facsimile to the Company on facsimile number +61 8 9364 4892.

so that it is received not later than 10.00 am (WST) on 24 November 2013.

Proxy Forms received later than this time will be invalid.

NOTICE OF ANNUAL GEN ERAL MEET ING

Notice is given that the Annual General Meeting of Shareholders will be held at 10.00 am (WST) on 26 November 2013 at The Heritage Room, South of Perth Yacht Club, Applecross, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5.00 pm (WST) on 24 November 2013.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. ANNUAL REPORT

To receive and consider the financial report of the Company together with the reports of the directors and the auditor for the financial year ended 30 June 2013.

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the financial year ended 30 June 2013 be adopted”.

Short Explanation: The Remuneration Report is in the Directors' Report section of the Company's Annual Report. Listed companies are required to put the Remuneration Report to the vote for adoption at the Company's Annual General Meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement: A vote on this resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the key management personnel, details of whose remuneration are included in the Remuneration Report;
(b) a closely related party of such a member.

However any of those persons may cast a vote on the resolution if:

(a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and
(b) the vote is not cast on behalf of a person described in paragraphs (a) or (b) above.

If you appoint the Chairman of the Meeting as your proxy, the Company encourages you to direct the Chairman how to vote on this advisory Resolution. The Chairman, as one of the Key Management Personnel of the Company, is not permitted to cast any votes in respect of this advisory Resolution that arise from undirected proxies held unless the proxy expressly authorises the Chairman to do so.

3. RESOLUTION 2 – ELECTION OF MR GREG HANCOCK AS A DIRECTOR

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

“That, Mr Greg Hancock, a director of the Company who retires in accordance with clause 3.6 of the Constitution and ASX Listing Rule 14.4, and being eligible, offers himself for re-election, be re-elected as a director of the Company”.

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 26.5 million Shares at an issue price of $0.02 per Share, together with 13.25 million free attaching Options on the terms and conditions set out in the Explanatory Statement.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. The Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 4 – PLACEMENT OF SHARES AND OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, the Shareholders approve the issue of up to 49 million Shares at an issue price of $0.02 per Share and up to 24.5 million free attaching Options , on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons, if the Resolution is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 5 – ISSUE OF SECURITIES TO MR GRAEME DREW

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

“That, subject to Shareholder approval of resolution 4, and for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 3 million Shares to Mr Graeme Drew (or his nominee) at an issue price of $0.02 per Share, together with up to 1.5 million free attaching Options, to Mr Graeme Drew (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Drew (and his nominee) and any of their associates. The Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 6 – ISSUE OF SECURITES TO MR GREG HANCOCK

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

“That, subject to Shareholder approval of resolution 4, and for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 2.5 million Shares to Mr Greg Hancock (or his nominee) at an issue price of $0.02 per Share, together with up to 1.25 million free attaching Options, to Mr Greg Hancock (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Hancock (and his nominee) and any of their associates. The Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 7 – ISSUE OF SECURITIES TO MR JOHN ASHLEY

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

“That, subject to Shareholder approval of resolution 4, and for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 2.5 million Shares to Mr John Ashley (or his nominee) at an issue price of $0.02 per Share, together with up to 1.25 million free attaching Options, to Mr John Ashley (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Ashley (and his nominee) and any of their associates. The Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 8 – ISSUE OF SECURITIES TO MR CHRISTOPHER ELLIS

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

“That, subject to Shareholder approval of resolution 4, and for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 17 million Shares to Mr Christopher Ellis (or his nominee) at an issue price of $0.02 per Share, together with up to 8.5 million free attaching Options, to Mr Christopher Ellis (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Ellis (and his nominee) and any of their associates. The Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. RESOLUTION 9 – APPROVAL OF 10% PLACEMENT FACILITY

To consider and, if thought fit, to pass the following, with or without amendment, as a special resolution :

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

11. RESOLUTION 10 – PLACEMENT OF SPP SHORTFALL SECURITIES TO INVESTORS OTHER THAN RELATED PARTIES

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

“That, subject to Shareholder approval of resolution 4, for the purpose of ASX Listing Rule 7.1 and for all other purposes, the Shareholders approve the issue of SPP Shortfall Securities comprising up to 37 million Shares at an issue price of $0.02 per Share and up to 18.5 million free attaching Options , on the terms and conditions set out in the Explanatory Statement.”

12. RESOLUTION 11 – ISSUE OF SPP SHORTFALL SECURITIES TO MR GRAEME DREW

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

“That, subject to Shareholder approval of resolution 4, and for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue SPP Shortfall Securities comprising up to 37 million Shares at an issue price of $0.02 per Share and up to 18.5 million free attaching Options, to Mr Graeme Drew (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

13. RESOLUTION 12 – ISSUE OF SPP SHORTFALL SECURITIES TO MR GREG HANCOCK

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

“That, subject to Shareholder approval of resolution 4, and for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue SPP Shortfall Securities comprising up to 37 million Shares at an issue price of $0.02 per Share and up to 18.5 million free attaching Options, to Mr Greg Hancock (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

14. RESOLUTION 13 – ISSUE OF SPP SHORTFALL SECURITIES TO MR JOHN ASHLEY

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

“That, subject to Shareholder approval of resolution 4, and for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue SPP Shortfall Securities comprising up to 37 million Shares at an issue price of $0.02 per Share and up to 18.5 million free attaching Options, to Mr John Ashley (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

15. RESOLUTION 14 – ISSUE OF SPP SHORTFALL SECURITIES TO MR CHRISTOPHER ELLIS

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

“That, subject to Shareholder approval of resolution 4, and for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue SPP Shortfall Securities comprising up to 37 million Shares at an issue price of $0.02 per Share and up to 18.5 million free attaching Options, to Mr Christopher Ellis (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

DATED: 25 OCTOBER 2013

BY ORDER OF THE BOARD

_____ DARREN CRAWTE COMPANY SECRETARY

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10.00 am (WST) on 26 November 2013 at The Heritage Room, South of Perth Yacht Club, Applecross Western Australia.

The purpose of this Explanatory Statement is to provide information which the directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. ANNUAL REPORT

Section 317 of the Corporations Act requires the reports of the directors and of the auditors and the Annual Report, including the financial statements to be put before the Annual General Meeting and the Constitution provides for those reports and statements to be received and considered at the Annual General Meeting. Neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the reports or statements. However, Shareholders will be given the opportunity to raise questions on the reports and the statements at the Annual General Meeting.

The Company’s 2013 Annual Report is available at www.ausquest.com.au. Those shareholders that elected to receive a printed copy of the Annual Report will have received a copy with this Notice of Annual General Meeting.

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

The Remuneration Report is in the Directors Report section of the Company's Annual Report.

By way of summary, the Remuneration Report:

(a) explains the Company's remuneration policy and the process for determining the remuneration of its Directors and executive officers;
(b) addresses the relationship between the Company's remuneration policy and the Company's performance; and
(c) sets out remuneration details for each Director and each of the Company's executives named in the Remuneration Report for the financial year ended 30 June 2013.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or the Company. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies.

The Chairman will give Shareholders a reasonable opportunity to ask questions about or to make comments on the Remuneration Report.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on a resolution that a further meeting is held at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. Voting on this resolution will be determined by a poll at the meeting rather than a show of hands.

Undirected proxies

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chairman with an express authorisation to vote the proxy in accordance with the Chairman’s intention.

Any undirected proxies held by any other key management personnel or any of their closely related parties will not be voted on this resolution.

Key management personnel of the Company has the same meaning as set out in the accounting standards and includes the Directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s key management personnel for the financial year to 30 June 2013. Their closely related parties are defined in the Corporations Act, and include certain members of their family, dependents and companies they control.

3. RESOLUTION 2 – ELECTION OF MR GREG HANCOCK AS A DIRECTOR

ASX Listing Rule 14.4 and Clause 3.6 of the Constitution provide that a re-election of Directors must be held at each annual general meeting. The Directors to retire are to be those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement. Mr Hancock retires from office in accordance with these requirements and being eligible, offers himself for re-election by shareholders as a director of the Company, with effect from the end of the meeting.

Greg has had over 20 years experience in capital markets practicing in the area of corporate finance. He maintains close links with the stockbroking and investment banking community on behalf of the Company.

The Board unanimously recommends that shareholders vote in favour of the re-election of Mr Hancock as a director.

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

4.1 General

On 11 October 2013, the Company announced to ASX that it had arranged a private Placement to raise a total of approximately $1.76 million (before issue costs). Should there be sufficient demand this could increase to a total of 100.5 million Shares and 5 million Options, raising a total of $2.01 million (before issue costs).

The Placement is to be completed in two tranches of up to 100.5 million Shares and up to 50.25 million free attaching Options, as follows:

Tranche 1

10.75 million Shares and 13.25m Options under Listing Rule 7.1

15.75 million Shares under Listing Rule 7.1A

Tranche 2

49 million Shares and 24.5 million Options, to non-Related Parties of the Company, subject to shareholder approval

25 million Shares and 12.5 million Options to Related Parties of the Company, subject to shareholder approval

Resolutions 4 to 8 inclusive seek the necessary approvals for tranche 2 including capacity for the additional demand mentioned above.

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval provided the issue did not breach the 15% threshold set by Listing Rule 7.1 or the 10% threshold set by Listing Rule 7.1A (as the case may be). The purpose and effect of such a ratification is to restore the Company’s discretionary power to issue further shares up to 15% of the issued capital of the Company under

Listing Rule 7.1 and up to a further 10% of the issued capital of the Company under Listing Rule 7.1A ( as the case may be) without requiring Shareholder approval.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 26.5 million Shares and 13.25 million Options comprising tranche 1 of the Placement (Ratification), which were issued on 17 October 2013. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% threshold set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. The Company confirms that the issue of the tranche 1 Shares and Options did not breach ASX Listing Rule 7.1 or ASX Listing Rule 7.1A.

4.2 Technical Information Required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) a total of 26.5 million Shares and 13.25 million Options were issued to sophisticated and institutional investors on 17 October 2013. The placees were not Related Parties of the Company;
(b) the issue price per Share was $0.02 with one free attaching Option for every two shares subscribed for;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as, and ranking equally (from the date of their issue) with, the Company’s existing Shares;
(d) the Options were issued for nil consideration, on the basis of one Option being granted for every two Shares subscribed for and issued, and on the terms and conditions set out in Annexure A; and
(e) the funds raised are being used to continue exploration and drilling at the Company’s Fraser Range and Peru Projects and to strengthen the Company’s working capital position.

5. RESOLUTION 4 – PLACEMENT OF SHARES AND OPTIONS

5.1 General

As detailed in Section 4, the Placement is to be completed in two tranches with tranche 2 comprising up to a further 74 million Shares and up to a further 37 million free attaching options subject to Shareholder approval. This resolution seeks approval for the issue of part of tranche 2 of the Placement, comprising up to 49 million Shares and up to 24.5 million Options, with approval for the issue of the balance of the tranche 2 securities to Related Parties being the subject of Resolutions 5 to 8.

A summary of ASX Listing Rule 7.1 is set out in Section 4.1.

By approving this issue of up to 49 million Shares and up to 24.5 million Options under this Resolution, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 (as the case may be) without the requirement to obtain prior Shareholder approval.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided to Shareholders:

(a) the maximum number of Shares to be issued under this Resolution is 49 million and the maximum number of Options to be issued under this Resolution is 24.5 million;
(b) the Shares will be issued no later than 3 months after the date of this Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue will occur on the one date;

(c) the issue price per Share will be $0.02;
(d) the issue price per Option will be nil;
(e) the Shares will be issued to sophisticated and institutional investors who are not Related Parties of the Company;
(f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as, and ranking equally (from the date of their issue) with, the Company’s existing Shares;
(g) the Options will be issued for nil consideration, on the basis of one Option being granted for every two Shares subscribed for and issued, on the terms and conditions set out in Annexure A; and
(h) the funds raised will be used to continue exploration and drilling at the Company’s Fraser Range and Peru Projects, to strengthen the Company’s working capital position and to pay for the costs of the capital raising announced on 11 October 2013.

6. RESOLUTION 5 TO RESOLUTION 8 – ISSUE OF SHARES AND OPTIONS TO DIRECTORS

6.1 General

Resolutions 5, 6, 7 and 8 seek Shareholder approval in accordance with Listing Rule 10.11 of the ASX listing Rules to allow the Directors of the Company (Participating Directors) to participate in tranche 2 of the Placement (on the same terms as all other placees) and, accordingly, to allow for the issue of:

(a) up to 3 million Shares at an issue price of $0.02 per Share and 1.5 million free attaching Options to Mr Graeme Drew (or his nominee);
(b) up to 2.5 million Shares at an issue price of $0.02 per Share and 1.25 million free attaching Options to Mr Greg Hancock (or his nominee);
(c) up to 2.5 million Shares at an issue price of $0.02 per Share and 1.25 million free attaching Options to Mr John Ashley (or his nominee); and
(d) up to 17 million Shares at an issue price of $0.02 per Share and 8.5 million free attaching Options to Mr Christopher Ellis (or his nominee).

Resolutions 5 to 8 will only be voted upon if resolution 4 is approved by Shareholders.

6.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of any securities (including Shares and Options) to a related party of the Company.

If Resolutions 5, 6, 7 and 8 are passed, Shares and Options will be issued to the Participating Directors, all of whom are related parties by virtue of being directors of the Company (irrespective of whether Resolution 2 relating to the re-election of Mr Hancock is approved).

Accordingly, approval for the above Share and Option issues is required pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required in respect of the Shares and Options the subject of Resolutions 5, 6, 7, and 8 as approval is being sought under ASX Listing Rule 10.11 (and where approval is given under Listing Rule 10.11, it is not separately required under Listing Rule 7.1). Shareholders should note that the issue of the above Shares and Options (the subject of Resolutions 5 to 8) will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

6.3 Technical information required by ASX Listing Rule 10.11

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolutions 5, 6, 7 and 8:

(a) the total number of Shares and Options to be issued by the Company pursuant to:

(i) Resolution 5 is 3 million Shares and 1.5 million Options; (ii) Resolution 6 is 2.5 million Shares and 1.25 million Options; (iii) Resolution 7 is 2.5 million Shares and 1.25 million Options; and (iv) Resolution 8 is 17 million Shares and 8.5 million Options.

(b) the allottee under:

(i) Resolution 5 will be Mr Graeme Drew (or his nominee); (ii) Resolution 6 will be Mr Greg Hancock (or his nominee); (iii) Resolution 7 will be Mr John Ashley (or his nominee); and (iv) Resolution 8 will be Mr Chris Ellis (or his nominee).
(c) the Shares and Options will be issued no later than one month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that issue will occur on one date.
(d) Each allottee is a director of the Company and is therefore a Related Party of the Company.
(e) the issue price per Share is $0.02 (which is the same price at which Shares were issued pursuant to the Placement described in Section 4.1).
(f) The Options will be issued for nil consideration on the basis of one Option for every two Shares subscribed for and issued;
(g) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as, and ranking equally (from the date of their issue) with, the Company’s existing Shares;
(h) the Options will be issued for nil consideration, on the basis of one Option being granted for every two Shares subscribed for, and on the terms set out in Annexure A to the Explanatory Statement; and
(i) the funds raised will be used to continue exploration and drilling at the Company’s Fraser Range and Peru Projects, to strengthen the Company’s working capital position and to pay for the costs of the capital raising announced on 11 October 2013.

7. RESOLUTION 9 – APPROVAL OF 10% PLACEMENT FACILITY

7.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c) below).

The Directors of the Company believe that Resolution 9 is in the best interests of the Company because if exploration success in encountered at its Fraser Range or Peru projects in particular, over the next 12 months, this resolution provides the ability for the Company to raise additional funds quickly. The Directors unanimously recommend that Shareholders vote in favour of this Resolution.

7.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue two classes of Equity Securities, namely quoted Shares and unquoted Options.

(Quotation for the unlisted Options which were granted under tranche 1 of the Placement which are the subject of Resolution 3, and quotation of the unlisted Options which will be granted under tranche 2 of the Placement which are the subject of Resolutions 4-8 inclusive, will be applied for in November 2013 provided the number of Option holders reaches 50.)

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

(A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the 12 months;
(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
(D) less the number of fully paid shares cancelled in the 12 months.

Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 186,503,444 Shares. Assuming that Resolution 3 is passed, the Company has the capacity to issue:

(i) 27,975,516 Equity Securities under Listing Rule 7.1; and
(ii) 18,650,344 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 10.2(c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(j) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX ( 10% Placement Period ).

7.3 Listing Rule 7.1A

The effect of Resolution 9 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 9 is a special resolution and therefore requires approval of 75% of the votes cast by shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

7.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

Minimum Issue Price

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

Risk of economic and voting dilution

(b) If Resolution 9 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised). There is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A.2			Dilution

		$0.0110	$0.021	$0.0320


		50% decrease in Issue Price		50% increase in

			Issue Price	Issue Price
Current Variable A	10% Voting Dilution Funds raised	18,650,344 shares $205,154	18,650,344 shares $391,657	18,650,344 shares $596,811
186,503,444 Shares

50% increase in current Variable A	10% Voting Dilution Funds raised	27,975,516 shares $307,731	27,975,516 shares $587,486	27,975,516 shares $895,216
279,755,166 Shares


100% increase in current Variable A	10% Voting Dilution Funds raised	37,300,688 shares $410,308	37,300,688 shares $783,314	37,300,688 shares $1,193,622
373,006,888 Shares

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii) No Listed Options (including any Listed Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;
(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.
(v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(vii) The issue price is $0.021, being the closing price of the Shares on ASX on 16 October 2013
(viii) Resolution 3 is passed by the Shareholders.

Period within which the 10% Placement Facility can be implemented

(c) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 9 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

Purpose for which the 10% Placement Facility may be implemented

(d) The Company may seek to issue the Equity Securities for the following purposes:
(i) non-cash consideration for the acquisition of the new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
(ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

Allocation policy when the 10% Placement Facility may be implemented

(e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

Prior Approvals under Listing Rule 7.1A

(f) The Company has previously obtained Shareholder approval under ASX listing Rule 7.1A at its annual general meeting held on 27 November 2012.

In accordance with Listing Rule 7.3 A.6 the total number of Equity Securities issued in the 12 months preceding the date of this meeting is 42,650,000 representing 18.67% of the Equity Securities on issue at the commencement of the 12 month period.

The Company has issued the following Equity Securities in the 12 months preceding the date of this meeting:

Date of Issue	04/12/2012	17/10/2013	17/10/2013
Number of Securities	2,900,000	26,500,000	13,250,000
Class	Unlisted Options	Fully paid ordinary shares	Unlisted Options *
Terms of Issue	Exercise Price $0.07 Expiry date 30 November 2015	See resolution 3	See resolution 3
Issue Price	Nil	$0.02per share	Nil
Discount to Market Price	N/A	13% to 15 day VWAP	Nil
Total cash consideration	Nil	$530,000	Nil
Use of cash consideration	N/A	See resolution 3	N/A
Total non cash consideration paid and current value	N/A - Options were issued as a component of remuneration to consultants of the Company	N/A	Current value of $0.013 per option based on a Black-Scholes valuation model using the following inputs: Exercise Price: $0.04 Spot Price: $0.021 Interest Rate: 3.00% Term: 3 years Volatility: 123%
Allottees of Equity Securities issued or Basis of Issue	Issued to consultants of the Company under the Company’s Long Term Incentive Scheme	Clients of Hartley’s Limited stockbrokers and other professional and sophisticated investors known to the Company	Clients of Hartley’sLimited stockbrokers and other professional and sophisticated investors known to the Company

Quotation for these unlisted Options which were granted under tranche 1 of the Placement and are the subject of Resolution 3, and quotation of the unlisted Options which will be granted under tranche 2 of the Placement which are the subject of Resolutions 4-8 inclusive, will be applied for in November 2013 provided the number of Option holders reaches 50.

Voting Exclusions

(g) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities utilising this 10% Placement Facility following the 2013 Annual General Meeting. No existing Shareholder's votes will therefore be excluded under the voting.

8. RESOLUTION 10 – PLACEMENT OF SPP SHORTFALL SECURITIES TO INVESTORS OTHER THAN RELATED PARTIES

8.1 General

In addition to the Placement, the Company announced on 11 October 2013 that it is conducting a securities purchase plan on the same terms as the Placement, enabling Eligible Shareholders to participate in the capital raising at $0.02 per Share and on the basis of one free attaching Option being granted for every two Shares subscribed for under the SPP, up to a total subscription limit of $15,000 per Eligible Shareholder and irrespective of how many Shares the Eligible Shareholder holds.

Further details about the SPP can be found in the ASX announcement made by the Company on 11 October 2013 and in the Prospectus issued by the Company and lodged with ASIC and ASX on 17 October 2013. The

Prospectus has been despatched to all Shareholders and Eligible Shareholders and is available for download with a generic application form for SPP Shortfall Securities on the Company’s website www.ausquest.com.au.

Shareholder approval is not required for the issue of SPP Securities to a maximum of $15,000 for each Eligible Shareholder, under the terms of the SPP disclosed in the Prospectus because ASX Listing Rule 7.2 exception 15 provides that issues under the SPP are not included in the calculations of the Company’s capacity to issue equity securities under ASX Listing Rule 7.1, provided the number of securities to be issued under the SPP is not greater than 30% of the number of Shares on issue, and provided the issue price of the SPP Securities is at least 80% of the 5 trading day VWAP for Shares. By satisfying these requirements, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 (as the case may be) without the requirement to obtain prior Shareholder approval.

Resolutions 10 to 14 inclusive seek shareholder approval under ASX Listing Rule 7.1 for the issue of any shortfall that may arise under the SPP as a result of applications for the SPP Shortfall Securities being lodged by investors (including any Shareholders who wish to apply) under the Prospectus, and as a result of applications for the SPP Shortfall Securities being lodged by Related Parties under the Prospectus.

Resolution 10 will only be voted upon if resolution 4 is approved by Shareholders.

The total number of SPP Shortfall Securities which may be issued under Resolutions 10 to 14 inclusive is 37 million SPP Shortfall Shares and 18.5 million SPP Shortfall Options. At the time of preparing the Notice of Annual General Meeting the number of available SPP Shortfall Securities, if any, is unknown, and the allocation of SPP Shortfall Securities, if any, to investors and to Related Parties of the Company is unknown. Accordingly each of Resolutions 10 to 14 allow for the maximum possible number of SPP Shortfall Securities which is capped at 37 million SPP Shortfall Shares and 18.5 million SPP Shortfall Options across all of Resolutions 10 to 14 inclusive.

Resolution 10 addresses the requirements under ASX Listing Rule 7.1 for the issue of SPP Shortfall Securities to all investors other than Related Parties of the Company in order to preserve the Company’s 15% capacity to issue equity securities going forward under Listing Rule 7.1.

8.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 10:

(i) the maximum number of SPP Shortfall Shares to be issued under this Resolution is 37 million and the maximum number of SPP Shortfall Options to be issued under this Resolution is 18.5 million; (these total numbers are inclusive of any SPP Shortfall Shares and SPP Shortfall Options which may be issued pursuant to Resolutions 11 to 14 inclusive);
(j) the Shares will be issued no later than 3 months after the date of this Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue will occur on the one date;
(k) the issue price per SPP Shortfall Share will be $0.02;
(l) the issue price per SPP Shortfall Option will be nil;
(m) the SPP Shortfall Shares will be issued to sophisticated and institutional investors who are not Related Parties of the Company;
(n) the SPP Shortfall Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as, and ranking equally (from the date of their issue) with, the Company’s existing Shares;

(o) the SPP Shortfall Options will be issued for nil consideration, on the basis of one SPP Shortfall Option being granted for every two SPP Shortfall Shares subscribed for and issued, on the terms and conditions set out in Annexure A; and
(p) the funds raised will be used to continue exploration and drilling at the Company’s Fraser Range and Peru Projects, to strengthen the Company’s working capital position and to pay for the costs of the capital raising announced on 11 October 2013.

9. RESOLUTIONS 11 TO 14 INCLUSIVE – PLACEMENT OF SPP SHORTFALL SECURITIES TO RELATED PARTIES

9.1 General

Resolution 10 provides important background information about the Company’s proposed issue of SPP Shortfall Securities under the SPP announced on 11 October 2013. Resolutions 11 to 14 inclusive seek Shareholder approval in accordance with Listing Rule 10.11 of the ASX listing Rules to allow Related Parties of the Company (“ Participating Directors ”) to participate in the issue of any SPP Shortfall Securities under the SPP Shortfall Securities Offer made to all investors under the Prospectus (on the same terms as all other placees) and, accordingly, to allow for the issue of:

(a) up to 37 million SPP Shortfall Shares at an issue price of $0.02 per Share and 18.5 million free attaching SPP Shortfall Options to Mr Graeme Drew (or his nominee);
(b) up to 37 million SPP Shortfall Shares at an issue price of $0.02 per Share and 18.5 million free attaching SPP Shortfall Options to Mr Greg Hancock (or his nominee);
(c) up to 37 million SPP Shortfall Shares at an issue price of $0.02 per Share and 18.5 million free attaching SPP Shortfall Options to Mr John Ashley (or his nominee); and
(d) up to 37 million SPP Shortfall Shares at an issue price of $0.02 per Share and 18.5 million free attaching SPP Shortfall Options to Mr Christopher Ellis (or his nominee).

Resolutions 11 to 14 inclusive will only be voted upon if resolution 4 is approved by Shareholders.

9.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of any securities (including Shares and Options) to a Related Party of the Company.

If Resolutions 10 to 14 inclusive are passed, SPP Shortfall Shares and SPP Shortfall Options may be issued to the Participating Directors, all of whom are related parties by virtue of being directors of the Company (irrespective of whether Resolution 2 relating to the re-election of Mr Hancock is approved).

Accordingly, approval for the above SPP Shortfall Share and SPP Shortfall Option issues is required pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required in respect of the Shares and Options the subject of Resolutions 10 to 14 inclusive as approval is being sought under ASX Listing Rule 10.11 (and where approval is given under Listing Rule 10.11, it is not separately required under Listing Rule 7.1). Shareholders should note that the issue of the above Shares and Options (the subject of Resolutions 10 to 14) will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

9.3 Technical information required by ASX Listing Rule 10.11

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolutions 10 to 14:

(a) the total number of Shares and Options to be issued by the Company pursuant to:
(i) Resolution 11 is 37 million Shares and 18.5 million Options; (ii) Resolution 12 is 37 million Shares and 18.5 million Options; (iii) Resolution 13 is 37 million Shares and 18.5 million Options; and (iv) Resolution 14 is 37 million Shares and 18.5 million Options.
(b) the allottee under:
(i) Resolution 11 will be Mr Graeme Drew (or his nominee);
(ii) Resolution 12 will be Mr Greg Hancock (or his nominee);
(iii) Resolution 13 will be Mr John Ashley (or his nominee); and
(iv) Resolution 14 will be Mr Chris Ellis (or his nominee).
(c) the Shares and Options will be issued no later than one month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that issue will occur on one date.
(d) Each allottee is a director of the Company and is therefore a Related Party of the Company.
(e) the issue price per Share is $0.02 (which is the same price at which Shares were issued pursuant to the Placement described in Section 4.1).
(f) The Options will be issued for nil consideration on the basis of one Option for every two Shares subscribed for and issued;
(g) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as, and ranking equally (from the date of their issue) with, the Company’s existing Shares;
(h) the Options will be issued for nil consideration, on the basis of one Option being granted for every two Shares subscribed for, and on the terms set out in Annexure A to the Explanatory Statement; and
(i) the funds raised will be used to continue exploration and drilling at the Company’s Fraser Range and Peru Projects, to strengthen the Company’s working capital position and to pay for the costs of the capital raising announced on 11 October 2013.

GLOSSARY

$ means Australian dollars.

Annual General Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means AusQuest Limited (ABN 35 091 542 451).

Constitution means the Company’s Constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current Directors of the Company.

Eligible Shareholder means a Shareholder registered on the record date for the SPP on 10 October 2013 and who resides in Australia or New Zealand, determining eligibility to participate in the SPP

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the explanatory statement.

Options means an options to acquire a Share in the Company

Participating Directors means all Directors of the Company

Placement means the placement announced by the Company on ASX on 11 October 2013 and described in section 4.1 of the Explanatory Statement

Prospectus means the prospectus issued by the Company on 17 October 2013 for the offer of the SPP Securities to Eligible Shareholders, the offer of the SPP Shortfall Securities to investors generally and to provide disclosure against the Placement Securities, facilitating secondary trading of the Placement Shares pursuant to section 708A(11)(c) of the Corporations Act

Related Party is defined in section 228 of the Corporations Act

Remuneration Report means the remuneration report in the Directors' Report section of the Company's Annual Report.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

SPP means the Securities Purchase Plan announced by the Company on 11 October 2013 under which the Company is offering up to 37,000,000 SPP Shares and 18,500,000 SPP Options at an issue price of $0. 02 per SPP Share with one free attaching SPP Option on the basis of 1 SPP Option for every 2 SPP Shares applied for and issued, exercisable at $0.04 each by 30 November 2016, to raise up to approximately $740,000 before issue costs.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

SPP Option means an Option to be issued under the SPP pursuant to the Prospectus on the basis of one Option for every 2 SPP Shares applied for and issued

SPP Shares means a Share to be issued under the SPP pursuant to the Prospectus

SPP Shortfall Securities means SPP Securities for which valid applications have not been received by the closing date of the Prospectus.

SPP Shortfall Offer means the general offer by the Company to all investors to subscribe for SPP Shortfall Securities in the Prospectus.

WST means Western Standard Time as observed in Perth, Western Australia.

ANNEXURE A: TERMS AND CONDITIONS OF OPTIONS GRANTED UNDER RESOLUTION 3 AND TO BE GRANTED UNDER RESOLUTIONS 4 TO 8 INCLUSIVE AND 10 TO 14 INCLUSIVE

(a) Each Option entitles the holder, on exercise, to one Share.
(b) There is no issue price for the Options. The exercise price for the Options is $0.04.
(c) Shares issued on exercise of Options will rank equally with other Shares.
(d) The Company will apply to ASX for official quotation of the Options.
(e) The Company will apply to ASX for official quotation of Shares issued on the exercise of the Options.
(f) An Option will lapse upon the expiry date 30 November 2016.
(g) There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that the record date for determining entitlements to any such issue will be at least 6 Business Days after the issue is announced. Option holders shall be afforded the opportunity to exercise all Options which they are entitled to exercise prior to the date for determining entitlements to participate in any such issue.
(h) There are no participation rights inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options, subject to compliance with the Listing Rules and the Corporations Act.
(i) In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any Options, the number of Options to which each Option holder is entitled or the exercise price of his or her Options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules.
(j) The Options held by an Option holder may be exercised in whole or in part. If exercised in part, multiples of 25,000 must be exercised on each occasion.
(k) Subject to (l) the Option holder may exercise the Options by lodging with AusQuest a written notice of exercise together with a cheque in payment of the total exercise price at $0.04 per Share made payable to “AusQuest Limited Share Account” and crossed “Not Negotiable”. An exercise notice is only effective when AusQuest has received the full exercise price for all the Options the subject of the exercise notice.
(l) AusQuest will issue the Shares within 10 Business Days of receipt of the exercise notice and full payment of the exercise price in cleared funds.
(m) Option holders do not have the right to attend or vote at general meetings of AusQuest.
(n) The Options are transferable.

AUSQUEST LIMITED

ABN 35 091 542 451

PROXY FORM

The Company Secretary AusQuest Limited 8 Kearns Crescent Ardross WA 6153 Ph (+61 8) 9364 3866 Fax (+61 8) 9364 4892

ANNUAL GENERAL MEETING

I/We

==> picture [417 x 19] intentionally omitted <==

being a member(s) of AusQuest Limited and entitled to attend and vote at the Annual General Meeting, hereby

Appoint

==> picture [420 x 19] intentionally omitted <==

Name of proxy OR

Mark this box if you wish to appoint the Chair of the Annual General Meeting as your proxy

or failing the person/body corporate so named or, if no person/body corporate is named, the Chair of the Annual General Meeting, or the Chair’s nominee, 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 the Company to be held at 10.00 am (WST), on 26 November 2013 at The Heritage Room, South of Perth Yacht Club, Applecross, Western Australia, and at any adjournment thereof.

Important for Resolution 1:

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1. If the Chairman of the Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the ‘for’, ‘against’ or ‘abstain’ box in relation to Resolution 1, you will be authorising the Chairman to vote in accordance with the Chairman’s voting intentions on Resolution 1 even if the Chairman has an interest in Resolution 1 which is connected directly with the remuneration of Key Management Personnel.

If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each item of business.

The Chair of the Meeting intends to vote all undirected proxies, which the Chairman is entitled to vote, in favour of each item of business.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of the Remuneration Report Resolution 2 – Election of Mr Greg Hancock as a director Resolution 3 – Ratification of prior issue of shares and options Resolution 4 – Placement of shares and options Resolution 5 – Issue of Placement shares and options to Graeme Drew Resolution 6 – Issue of Placement shares and options to Greg Hancock Resolution 7 – Issue of Placement shares and options to John Ashley Resolution 8 – Issue of Placement shares and options to Chris Ellis Resolution 9 – Approval of 10% placement facility Resolution 10 – Issue of SPP Shortfall Securities Resolution 11 – Issue of SPP Shortfall Securities to Graeme Drew Resolution 12 – Issue of SPP Shortfall Securities to Greg Hancock Resolution 13 – Issue of SPP Shortfall Securities to John Ashley Resolution 14 – Issue of SPP Shortfall Securities to Chris Ellis

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signed this day of 2013

By: Individuals and joint holders Companies (affix common seal if appropriate)

Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

AUSQUEST LIMITED ABN 35 091 542 451

Instructions for Completing Proxy Form

1.

A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a shareholder of the Company.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting, please write the full name of that individual or body corporate in the space provided. If you leave both the box and 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. A proxy may be an individual or a body corporate.

Under recent changes to the Corporations Act, if your appointment of a proxy specifies the way the proxy is to vote on a particular resolution and your appointed proxy is not the Chairman of the meeting and at the meeting a poll is duly demanded on the question that the resolution be passed, then if either your proxy is not recorded as attending the meeting (if a record of attendance is made) or your proxy does not vote on the resolution, the Chairman is taken, before voting on the resolution closes, to have been appointed as your proxy for the purposes of voting on the resolution at that meeting.

3.

You may direct your proxy how to vote by placing 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 place. 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.

Under recent changes to the Corporations Act, if you direct your proxy how to vote on a particular resolution, the proxy need not vote on a show of hands but if the proxy does so, the proxy must vote as directed. If the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands. If the proxy is the Chairman, the proxy must vote on a poll, and must vote as directed and if the proxy is not the Chairman, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote as directed.

If any member of the Key Management Personnel of the Company, other than the Chairman of the Meeting, or a Closely Related Party of a member of the Key Management Personnel is your nominated proxy and you have not directed the proxy how to vote on Resolution 1 (Remuneration Report), that person will not cast any votes on Resolution 1.

4.

5.

6.

Where a member’s holding is in one name the holder must sign. Where the holding is in more than one name, all members should sign.

Where a Proxy Form of a corporate representative is lodged and is executed under a power of attorney, the power of attorney must be lodged in like manner as this Proxy Form.

Corporate members should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

2 directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

7.

Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to AusQuest Limited, 8 Kearns Crescent, Ardross WA 6153; or
(b) facsimile to the Company on facsimile number +61 8 9364 4892

so that it is received not later than 10.00 am (WST) on 24 November 2013.

Proxy forms received later than this time will be invalid.

AI assistant

AUSQUEST LIMITED — AGM Information 2013

64406_rns_2013-10-24_2d833f1e-a403-4d7d-996d-9d2fbb0dde90.pdf

NOTICE OF ANNUAL GENERAL MEETING

AUSQUEST LIMITED

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT AND

PROXY FORM

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

NOTICE OF ANNUAL GEN ERAL MEET ING

AGENDA

1. ANNUAL REPORT

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

3. RESOLUTION 2 – ELECTION OF MR GREG HANCOCK AS A DIRECTOR

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

5. RESOLUTION 4 – PLACEMENT OF SHARES AND OPTIONS

6. RESOLUTION 5 – ISSUE OF SECURITIES TO MR GRAEME DREW

7. RESOLUTION 6 – ISSUE OF SECURITES TO MR GREG HANCOCK

8. RESOLUTION 7 – ISSUE OF SECURITIES TO MR JOHN ASHLEY

9. RESOLUTION 8 – ISSUE OF SECURITIES TO MR CHRISTOPHER ELLIS

10. RESOLUTION 9 – APPROVAL OF 10% PLACEMENT FACILITY

11. RESOLUTION 10 – PLACEMENT OF SPP SHORTFALL SECURITIES TO INVESTORS OTHER THAN RELATED PARTIES

12. RESOLUTION 11 – ISSUE OF SPP SHORTFALL SECURITIES TO MR GRAEME DREW

13. RESOLUTION 12 – ISSUE OF SPP SHORTFALL SECURITIES TO MR GREG HANCOCK

14. RESOLUTION 13 – ISSUE OF SPP SHORTFALL SECURITIES TO MR JOHN ASHLEY

15. RESOLUTION 14 – ISSUE OF SPP SHORTFALL SECURITIES TO MR CHRISTOPHER ELLIS

DATED: 25 OCTOBER 2013

BY ORDER OF THE BOARD

EXPLANATORY STATEMEN T

1. ANNUAL REPORT

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

Undirected proxies

3. RESOLUTION 2 – ELECTION OF MR GREG HANCOCK AS A DIRECTOR

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

4.1 General

Tranche 1

Tranche 2

4.2 Technical Information Required by ASX Listing Rule 7.4

5. RESOLUTION 4 – PLACEMENT OF SHARES AND OPTIONS

5.1 General

5.2 Technical information required by ASX Listing Rule 7.1

6. RESOLUTION 5 TO RESOLUTION 8 – ISSUE OF SHARES AND OPTIONS TO DIRECTORS

6.1 General

6.2 ASX Listing Rule 10.11

6.3 Technical information required by ASX Listing Rule 10.11

7. RESOLUTION 9 – APPROVAL OF 10% PLACEMENT FACILITY

7.1 General

7.2 Description of Listing Rule 7.1A

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating 10% Placement Facility

(A x D) – E

(d) Listing Rule 7.1 and Listing Rule 7.1A

(e) Minimum Issue Price

(f) 10% Placement Period

7.3 Listing Rule 7.1A

7.4 Specific information required by Listing Rule 7.3A

Minimum Issue Price

Risk of economic and voting dilution

The table has been prepared on the following assumptions:

Period within which the 10% Placement Facility can be implemented

Purpose for which the 10% Placement Facility may be implemented

Allocation policy when the 10% Placement Facility may be implemented

Prior Approvals under Listing Rule 7.1A

Voting Exclusions

8. RESOLUTION 10 – PLACEMENT OF SPP SHORTFALL SECURITIES TO INVESTORS OTHER THAN RELATED PARTIES

8.1 General

8.2 Technical information required by ASX Listing Rule 7.1

9. RESOLUTIONS 11 TO 14 INCLUSIVE – PLACEMENT OF SPP SHORTFALL SECURITIES TO RELATED PARTIES

9.1 General

9.2 ASX Listing Rule 10.11

9.3 Technical information required by ASX Listing Rule 10.11

GLOSSARY

ANNEXURE A: TERMS AND CONDITIONS OF OPTIONS GRANTED UNDER RESOLUTION 3 AND TO BE GRANTED UNDER RESOLUTIONS 4 TO 8 INCLUSIVE AND 10 TO 14 INCLUSIVE

AUSQUEST LIMITED

ABN 35 091 542 451

PROXY FORM

AUSQUEST LIMITED AGM Information 2013