AUSTRALIAN SILICA QUARTZ GROUP LTD - Proxy Solicitation & Information Statement 2014

BAUXITE RESOURCES LIMITED ACN 119 699 982

NOTICE OF EXTRAORDINARY GENERAL MEETING

TIME : 10:00am (WST) DATE : Monday 30 June 2014 PLACE : Conference Room Garden Office Park 355 Scarborough Beach Road Osborne Park WA

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) 9200 8200.

28 May 2 014

Dear Sh a reholder

On 2 May 2014, Ba u xite Reso u rces Limit e d (“BRL” o r “the Co m pany”) re c eived a l e tter from Mr Faro o q Khan, the Chai r man of Scarborou g h Equities Pty Ltd (“Scarbor o ugh”), a compan y with a 5% share h olding in BRL, req u esting Mr Christopher Bruce Ryan be appoint e d a BRL di r ector. Att a ched to the letter was a requisition date d 19 May 2 0 14 under section 2 49D of t he Corp o rations A c t (“Requi s ition”) to call a general m e eting of sharehol d ers in the event that the Board declined t o act on M r Khan’s r e quest to a p point Mr Ryan.

The Co m pany has had dialo g ue with M r Khan and his grou p over the last 6 mo n ths or so since be c oming a B RL shareh o lder. Initially, they h a d request e d that Mr Khan be appointed to the B o ard.

Since re c eiving M r Khan’s l e tter of 2 May, the Board ha s canvass e d the ot h er major sharehol d ers of th e Company and ha s ascertained that t h ere was n o support amongst them for the appoi n tment of M r Ryan to the Board.

Accompanying thi s Notice o f Meeting i s a state m ent from S carborou g h in supp o rt of the propose d resolutio n and a r e sponsive statement p repared o n behalf of the Bo a rd which sets out t he reason s why the B oard does not supp o rt the pr o posed res o lution. I e n courage all share h olders to r e ad both statements carefully.

The Boar d recomm e nds that shareholde r s vote AGAINST the p roposed Resolution.

Yours fai t hfully

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Robert Nash Non-Exe c utive Chairman

CONTENTS PAGE

Notice of Extraordinary General Meeting (setting out the proposed resolution)	4
Explanatory Statement (explaining the proposed resolution)	5
Appendix 1: Statement by Mr Ryan	6
Appendix 2: Statement by the Board of Bauxite Resources Ltd	8
Glossary	10
Proxy Form	11
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on 30 June 2014 at:

Conference Room

Garden Office Park 355 Scarborough Beach Road Osborne Park WA

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the Extraordinary 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 Bauxite Resources Limited, PO Box 1315, Osborne Park, WA 6916; or
(b) facsimile to the Company on facsimile number (+61 8) 9200 8299; or
(c) email to the Company at [email protected]

so that it is received not later than 10:00am (WST) on 28 June 2014.

Proxy Forms received later than this time will be invalid.

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the extraordinary general meeting of Shareholders will be held at 10:00am (WST) on 30 June 2014 at the Conference Room, Garden Office Park, 355 Scarborough Beach Road, Osborne Park, WA.

The Explanatory Statement provides additional information on the matter to be considered at the Extraordinary 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 Extraordinary General Meeting are those who are registered Shareholders at 10:00am (WST) on 28 June 2014.

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

AGENDA

RESOLUTION 1 – ELECTION OF DIRECTOR – MR CHRISTOPHER BRUCE RYAN

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

“That, for the purpose of clause 13.3 of the Constitution and for all other purposes, Mr Christopher Bruce Ryan, be elected a Director of the Company.”

DATED: 28 MAY 2014

BY ORDER OF THE BOARD

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SAM MIDDLEMAS COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at 10:00am (WST) on 30 June 2014 at the Conference Room, Garden Office Park, 355 Scarborough Beach Road, Osborne Park, WA.

This 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.

RESOLUTION 1 – ELECTION OF MR CHRISTOPHER BRUCE RYAN AS A DIRECTOR

Scarborough Equities Pty Ltd, a 5% shareholder of BRL has requisitioned this meeting to request the election of Mr Christopher Bruce Ryan as a Director of the Company.

The Board has considered the request and after canvassing the views of major shareholders has determined that they do not support the appointment of Mr Ryan to the Board. Accordingly, the Board advised Scarborough Equities of this fact.

A statement from Mr Ryan is attached as Appendix 1, and a subsequent response from the BRL board is attached as Appendix 2.

The Board recommends AGAINST the appointment of Mr Ryan to the board.

ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+ 61 8) 9200 8200 if they have any queries in respect of the matters set out in these documents.

Appendix 1: Statement from Mr Ryan