BOAB METALS LIMITED — AGM Information 2012

Oct 24, 2012

JAGUAR MINERALS LTD ACN 107 159 713 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 11.00 am(WST) DATE: 26 November, 2012 PLACE: Level 1, 703 Murray Street WEST PERTH WESTERN AUSTRALIA

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote on any resolutions, 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) 9485 0911.

CONTENTS PAGE
Business of the Annual General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	17
Annexure A	19
Annexure B	20
IMPORTANT INFORMATION FOR SHAREHOLDERS

These notes and the Explanatory Statement forms part of this Notice of Meeting.

EXPLANATORY STATEMENT

The accompanying Explanatory Statement forms part of this Notice of Meeting and should be read in conjunction with it. Definitions of capitalised terms used in the Notice of Meeting and Explanatory Statement are set out in Section 10 of the Explanatory Statement.

REQUIRED MAJORITIES

All of the Resolutions are ordinary resolutions with the exception of Resolution 3 which requires a special resolution. An ordinary resolution requires a simple majority of votes cast by Shareholders present (in person, by proxy or representative) and entitled to vote on the resolution. A special resolution requires a 75% majority of votes cast by Shareholders present (in person, by proxy or representative) and entitled to vote on the resolution.

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

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 at 11.00 am (Perth time) on 26 November 2012.

HOW TO VOTE

You may vote by attending the Meeting in person, by proxy, attorney or authorised representative.

VOTING IN PERSON

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

VOTING BY PROXY

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. A proxy may be, but need not be a Shareholder and can be an individual or a body corporate.

• A body corporate may appoint an individual as its representative to exercise any of the powers the body corporate may exercise at meetings of the Company's Shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body corporate could exercise at a meeting or in voting on a resolution.

Jaguar Minerals Ltd >Annual General Meeting 2012

• The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Your proxy form is enclosed with this Notice of Meeting. To vote by proxy, please complete and sign the proxy form as soon as possible and either:

• (a) send the proxy form by fax to fax number 08 9485 0955 (International: +618 9485 0955); or

• (b) deliver the proxy form to the Company's office Level 1, 703 Murray Street West Perth, WA 6005; or

• (c) post the proxy form to PO Box 180 West Perth WA 6872.

so that it is received not later than 11.00am on 23[rd] November, 2012 being not less than 48 hours prior to the commencement of the meeting. Proxy forms received later than this time will be invalid.

When the proxy form is executed under the power of attorney, the power of attorney must be lodged in the same way as the proxy form.

ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+61 8) 9485 0911 if they have any queries in respect of the matters set out in these document.

Jaguar Minerals Ltd >Annual General Meeting 2012

BUSINESS OF THE MEETING

AGENDA

NOTICE OF ANNUAL GENERAL MEETING

JAGUAR MINERALS LTMITED

ACN 107 159 713

Notice is given that the Annual General Meeting ( Meeting ) OF Jaguar Minerals Limited ( Company ) will be held at the Company’s premises at Level 1, 703 Murray Street, WEST PERTH, WESTERN AUSTRALIA on26 November, 2012 commencing at 11.00am WST.

Business Financial Report, Directors' Report and Auditor's Report

To receive and consider the Financial Report of the Company, together with the Directors' Report and the Auditor's Report, for the year ended 30 June 2012 as set out in the Annual Report.

Resolution 1 – Adoption of Remuneration Report

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2012.”

Note: 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 any of the following persons:

• (i) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (ii) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

Resolution 2 – Re-election of Mr John Hannaford

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

“That, in accordance with clause 2 of the Company’s Constitution and for all other purposes, Mr John Hannaford, a Director who was appointed to the Board on 30 November 2011, retires and being eligible, is re-elected as a Director of the Company.”

Resolution 3 – Approval of 10% Placement Facility

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

Jaguar Minerals Ltd >Annual General Meeting 2012

"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.

Resolution 4 – Grant of Options to Richard Monti

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

That for the purposes of Section 208 if the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 1,500,000 Options to Mr Richard Monti (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 Richard Monti or his nominee) and any associates. 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 a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form as the proxy decides.

Resolution 5 – Grant of Options to Andrew Parker

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

That for the purposes of Section 208 if the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 1,500,000 Options to Mr Andrew Parker (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 Andrew Parker or his nominee) and any associates. 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 a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form as the proxy decides.

Resolution 6 – Grant of Options to John Hannaford

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

That for the purposes of Section 208 if the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 1,500,000 Options to Mr John Hannaford (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Jaguar Minerals Ltd >Annual General Meeting 2012

Voting Exclusion

The Company will disregard any votes cast on this Resolution by John Hannaford or his nominee) and any associates. 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 a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form as the proxy decides.

23 October 2012

BY ORDER OF THE BOARD

LYNTON MCCREERY COMPANY SECRETARY

Jaguar Minerals Ltd >Annual General Meeting 2012

EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

This Explanatory Statement should be read in full and in conjunction with the Notice of Meeting. Capitalised terms in this Explanatory Statement are defined in Section 10 of this Explanatory Statement. You should consult with your professional advisers if you have any questions in relation to how to vote on the Resolutions.

There are 3 resolutions to be put in the Meeting. Certain voting exclusions are imposed by the Listing Rules and the Corporations Act in relation to the Resolutions as detailed in the accompanying Notice of Meeting.

2. FINANCIAL REPORT, DIRECTORS' REPORT AND AUDITOR'S REPORT

The Corporations Act requires the Company to lay before the Annual General Meeting the Financial Report, Directors’ Report (including the Remuneration Report) and the Auditor’s Report for the financial year ended 30 June 2012.

No resolution is required for this item, but Shareholders will be provided with a reasonable opportunity to ask questions or make comments in relation to these reports. The Company's auditor will also be present at the meeting and Shareholders will be given the opportunity to ask the auditor questions about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company and the independence of the auditor.

3. RESOLUTIONS

General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 2012

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

Voting consequences

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company (Spill Resolution) at the second annual general meeting.

If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the Company’s annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Jaguar Minerals Ltd >Annual General Meeting 2012

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

[Amend and delete as appropriate depending on the results of the previous AGM.]At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

The Board of Directors unanimously recommends that Shareholders vote in favour of Resolution 1.

Proxy Restrictions

Shareholders appointing a proxy for Resolution 1 should note the following:

If you appoint a member of the Key Management Personnel as your proxy

If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote. Undirected proxies granted to these persons will not be included in any vote on Resolution 1.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 1, however if you do not direct the Chair how to vote, you must tick the acknowledgement on the proxy form to acknowledge that the Chair may exercise their discretion in exercising your proxy even though Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote, and you do not need to tick any further acknowledgement on the proxy form.

Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 2012.

RESOLUTION 2 –RE- ELECTION OF MR JOHN HANNAFORD AS A DIRECTOR

Clause 13.3 of the Constitution allows the Board to appoint at any time a person to be a Director but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office until the next following annual general meeting and is them eligible for re-election.

Jaguar Minerals Ltd >Annual General Meeting 2012

Mr Hannaford was appointed as a Director on 30 November 2011 and in accordance with the Constitution, Mr Hannaford will retire, and being eligible, seeks re-election.

Details of Mr Hannaford’s background and experience are contained in the Company’s Annual Report.

The Board unanimously recommends that shareholders vote in favour of appointing Mr Hannaford as a Director of the Company.

RESOLUTION 3 – APPROVAL OF 10% PLACEMENT FACILITY

3.1 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 3.2(c) below).

As disclosed in the Company's annual report lodged on 28 September 2012 and in the preceding quarterly activities report, the Company continues actively seeking to acquire new resources assets and investments. The Company may use the 10% Placement Facility to acquire new resource assets or investments.

The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

3.2 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 three classes of Equity Securities, Ordinary Shares and unlisted Options.

(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 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;

Jaguar Minerals Ltd >Annual General Meeting 2012

• (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 146,404,000 Ordinary Quoted Listed Shares:

• (i) 21,960,000 Equity Securities under Listing Rule 7.1; and

• (ii) subject to Shareholder approval being sought under Resolution 3, 14,640,400 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 1.1(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:

• (i) 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 ).

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Listing Rule 7.1A

The effect of Resolution 3 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 3 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).

3.3 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:

• 3.3.1 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:

• 3.3.1.1 the date on which the price at which the Equity Securities are to be issued is agreed; or

• 3.3.1.2 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.

• 3.3.2 If Resolution 3 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:

• 3.3.2.1 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

• 3.3.2.2 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.

• 3.3.3 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.

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Variable “A” in Listing Rule 7.1.A.2 Current Variable A 146,404,000 50% increase in current Variable A 219,606.000 100% increase in current Variable A 292,808,000			Dilution	$0.034 100% increase in Issue Price 14,640,400 Shares $497,773 21,960,600 Shares $746,660 29,280,800 Shares $995,547
		$0.0085 50% decrease in Issue Price	$0.017 Issue Price
	10%Voting Dilution	14,640,400 Shares	14,640,400 Shares
	Funds raised	$124,443	$248,887
	10%Voting Dilution	21,960,600 Shares	21,960,600 Shares
	Funds raised	$186,665	$373,330
	10%Voting Dilution	29,280,800 Shares	29,280,800 Shares
	Funds raised	$248,886	$497,773

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 $0.017, being the closing price of the Shares on ASX on 27 September, 2012.

• 3.3.4 The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 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).

• 3.3.5 The Company may seek to issue the Equity Securities for the following purposes:

• 3.3.5.1 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

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Jaguar Minerals Ltd >Annual General Meeting 2012

• 3.3.5.2 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.

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:

• 3.3.5.3 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;

• 3.3.5.4 the effect of the issue of the Equity Securities on the control of the Company;

• 3.3.5.5 the financial situation and solvency of the Company; and

• 3.3.5.6 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.

• 3.3.6 The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• 3.3.7 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. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

RESOLUTION 4, 5 & 6 – GRANT OF OPTIONS TO DIRECTORS

4.1 General

The Company seeks shareholder approval to allot and issue a total of 4,500,000 Options (“Director Options”) to Messrs.’ Monti, Parker and Hannaford (or their respective nominees)(“Related Parties”) on the terms and conditions set out in Annexure A.

4.2 Chapter 2E of the Corporations Act

The grant if the Director Options requires the Company to obtain Shareholder approval under Section 208 of the Corporations Act because the grant of Options constitutes giving financial benefit, and as Directors of the Company, Messrs.’ Monti, Parker and Hannaford are related parties of the Company.

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4.3 ASX Listing Rule 10.11

The grant of the Director Options require the company to obtain shareholder approval under ASX Listing Rule 10.11 because as Directors of the Company, Messrs’ Monti, Parker and Hannaford are related parties of the Company.

The Directors consider that the exceptions set out in ASX Listing Rule 10.12 may not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Options to the Directors.

4.4 Technical Information Required by Chapter 2E if the Corporations Act and ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options:

• (a) the related parties are Messrs’ Monti, Parker and Hannaford and they are related parties by virtue of being Directors;

• (b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

• (i) 1,500,000 Director Options to Mr Monti;

• (ii) 1,500,000 Director Options to Mr Parker; and

• (iii) 1,500,000 Director Options to Mr Hannaford.

• (c) the Director Options will be granted to the Related Parties no later than 1 month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Options will be issued on the same date;

• (d) the Director Options will be granted on the terms and conditions set out in Annexure A;

• (e) the value of the Director Options and the pricing methodology is set out in Annexure B;

• (f) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice of Meeting are set out below;

Related Party	Shares	Options
Mr Monti	9,827,500	500,000(1)
Mr Parker	630,557	1,000,000(1)
Mr Hannaford	9,617,000	500,000(1)

(1) 9 cent Options expiring 31 December 2012

• (g) the remuneration and emoluments from the Company to the Related Parties for both the current financial year and previous financial year are set out below:

Related Party	Current Financial Year(1)	Previous Financial Year
Mr Monti	$9,000	$36,000
Mr Parker	$9,000	$36,000
Mr Hannaford	$ 9,000	$21,000

(1) Financial year to date (1 July 2012 – 30 September 2012).

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• (h) if the grant of Director Options is approved by Shareholders, a total of 4,500,000 Options would be allotted and issued, increasing the number of Options on issue from 3,000,000 to a total of 7,500,000 (assuming that no other Options are exercised and no other shares issued) with the effect that the shareholding of existing Shareholders would be diluted as follows:

Related Party	Total Issued Shares as at the date of this Notice of Meeting	Director Options to be issued	Issued Shares upon exercise of all Director Options	Dilution effect upon exercise of Director Options
Mr Parker	146,404,000	1,500,000	147,904,000	1.014%
Mr Monti	146,404,000	1,500,000	147,904,000	1.014%
Mr Hannaford	146,404,000	1,500,000	147,904,000	1.014%
TOTAL	146,404,000	4,500,000	129,390,301	3.042%

The market price for Shares during the term of the Director Options would normally determine whether or not the Director Options are exercised. If, at any time any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company.

As at the date of this Notice of Annual General Meeting the Share price of Jaguar’s ordinary shares are trading on ASX lower than the exercise price of the Director Options.

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

Highest Lowest Last	Price	Date
	.04 cents	3 February 2012
	.01 cents	31 August 2012
	.01 cents	27 September 2012

• (j) the primary purpose of the grant of Director Options to the Related Parties is to provide cost effective consideration to the Related Parties for their ongoing commitment and contribution to the Company in their respective roles as Directors. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Options upon the terms proposed

• (k) the Board acknowledges the grant of Director Options to Non-Executive Directors Messrs.’ Monti, Parker and Hannaford is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of Director Options to Messrs.’ Monti, Parker and Hannaford reasonable in the circumstances, given the necessity to attract and retain the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves;

• (l) Mr Monti declines to make a recommendation to Shareholders in relation to Resolution due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 4, recommend that Shareholders vote in favour of Resolution 4. The

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Board (other than Mr Monti) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution; and

• (m) Mr Parker declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 5, recommend that Shareholders vote in favour of Resolution 5. The Board (other than Mr Parker) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution;

• (n) Mr Hannaford declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 6, recommend that Shareholders vote in favour of Resolution 6. The Board (other than Mr Hannaford) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

4. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+61 8) 9485 0911 if they have any queries in respect of the matters set out on these documents.

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Jaguar Minerals Ltd >Annual General Meeting 2012

GLOSSARY

In this Notice and the Explanatory Memorandum:

• $ means Australian Dollars.

• 10% Placement Facility has the meaning given in Section 0.

• 10% Placement Period has the meaning given in Section 0.

Annual Report means the Directors’ Report, the Financial Report and the Auditor's Report in respect to the financial year ended 30 June 2012.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

ASX Listing Rules means the Listing Rules of ASX.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Business Day means:

• (a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

• (b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair or Chairman means the person appointed to chair the Meeting convened by this Notice.

Closely Related Party means:

• (c) a spouse or child of the member; or

• (d) has the meaning given in section 9 of the Corporations Act.

Company means Jaguar Minerals Ltd (ACN 107 159 713).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Option means an Option granted pursuant to Resolutions 4, 5 or 6 with the terms and conditions set out in Schedule 1.

Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

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

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

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Jaguar Minerals Ltd >Annual General Meeting 2012

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Option means an option which entitles the holder to subscriber for one Share.

Optionholder means a holder of a Director Option as the context requires.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means volume weight average price.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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Jaguar Minerals Ltd >Annual General Meeting 2012

ANNEXURE A.

TERMS AND CONDITIONS OF THE DIRECTOR OPTIONS

A summary of the proposed terms and conditions of the Options is as follows:

1. Each Director Option entitles the holder to acquire one fully paid ordinary share in the Company.

2. Each Option shall be issued for no consideration.

3. The Director Options may be exercised at any time until 30 November 2015. Each Director Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed together with payment of the sum of the greater of three and a half cents (3.5c) or 140% of 5 day VWAP as at the date the issue of the options are approved by shareholders per Director Option exercised. The Director Options will lapse at 5pm WDST on 31 December 2015.

4. The Director Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Director Options at any time until 30 November 2015. This right is subject to any restrictions on the transfer of an Director Option that may be imposed by ASX in circumstances where the Company is listed on ASX.

5. There are no participating rights or entitlements inherent in the Director Options and Option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Director Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Director Options prior to the date for determining entitlements to participate in any such issue.

6. In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Director Options may be reduced in accordance with Listing Rule 6.22.2

7. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

8. If there is a bonus issue to shareholders, the number of shares over which the Director Option is exercisable may be increased by the number of shares which the holder of the Director Option would have received if the Director Option had been exercised before the record date for the bonus issue.

9. Shares issued on the exercise of Director Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application monies. The Notice and cheque must be received by the Company during the Exercise Period. Shares allotted pursuant to the exercise of a Director Option will rank equally with the then issued ordinary shares of the Company in all respects. The Company will not apply for quotation of the Director Options on ASX, however, it will, pursuant to the exercise of a Director Option, apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the ASX Listing Rules. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by it.

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Jaguar Minerals Ltd >Annual General Meeting 2012

ANNEXURE B.

VALUE OF THE DIRECTOR OPTIONS AND THE PRICING METHODOLOGY

The Director Options to be issued to the Related Parties pursuant to Resolutions 4 to 6 have been valued by internal management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Director Options were ascribed a value range, as follows:

ASSUMPTIONS
Valuation date	27 September 2012
Market price of Shares	1.7 cents
Exercise price	The greater of 3.5 cents or 140% of 5 day VWAP as at the date the issue of the options are approved by shareholders per Director Option exercised
Expiry date	31 October 2015
Risk free interest rate	2.48%
Volatility	111%
Indicative value per Director Option	0.991 cents
Total Value of Director Options	$44,595
- Mr Monti	$14,865
- Mr Parker	$14,865
- Mr Hannaford	$14,865

Note: The valuation noted above is not necessarily the market price that the Director Options could be traded at and it is not automatically the market prices for taxation purposes.

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Jaguar Minerals Ltd >Annual General Meeting 2012

PROXY FORM

THIS DOCUMENT IS IMPORTANT, IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

==> picture [130 x 46] intentionally omitted <==

JAGUAR MINERALS LIMITED ACN: 107 189 713

SECURITY HOLDER: Name Address Line 1 Address Line 2 Address Line 3

REGISTERED OFFICE:

Level 1, 703 Murray Street WEST PERTH WA 6005 ALL CORRESPONDENCE TO: PO Box 180, WEST PERTH WA 6872

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

□ OR The meeting Chairperson The name of the person you are appointing (mark with an “X”) (If this person is someone other than the Chairperson of the meeting)

Or failing the person named, or if no person is named, the Chairperson 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 f no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 11.00 am on 26 November, 2012 at Level 1, 703 Murray Street, West Perth, Western Australia and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark an “X” in the box to indicate your voting directions to your proxy.	Please mark an “X” in the box to indicate your voting directions to your proxy.
RESOLUTION	FOR	AGAINST	ABSTAIN*
1. Adoption of Remuneration Report	□	□	□
2. Re-election of Mr John Hannaford	□	□	□
3. Approval of 10% Placement Facility	□	□	□
4. Grant of Options to Richard Monti	□	□	□
5. Grant of Options to Andrew Parker	□	□	□
6. Grant of Options to John Hannaford	□	□	□

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

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

If you wish to appoint the Chairperson as your Proxy and you do not wish to direct the Chairperson how to vote, please mark “X” in the box. □ By marking this box you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote, the Chair will not cast your vote on the resolution and your votes will not be counted in calculating the required majority of a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of the resolutions.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual Security Holder Security Holder 2 Security Holder 3

Sole Director and Dole Company Secretary

My/Our contact details in case of enquiries are: NAME

TELEPHONE NUMBER

( )

NOTES

1. Name and Address

This is the name and address on the Share Registry of Jaguar Minerals Ltd. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker if any changes. Please note that you cannot change ownership of shares using this form.

2. Appointment of Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark an “X” in the box in Section A. Please do not refer to Section B if this Proxy form and ensure you mark the box in that section. If you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting lease write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Jaguar Minerals Ltd.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an “X” in the appropriate box against each item in Section B. Were more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitles to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company’s office +61 8 9485 0911 or you may photocopy this form.

To appoint a second Proxy you must:

• a. On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

5. Signing Instructions

Individual: where the holding is in one name, the Shareholder must sign.

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

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company’s share registry. If you have not previously lodged this document for notation, please attach a certified copy 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 he meeting may sign alone. Otherwise this form must be signed by a Director jointly with another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate ‘Certificate if Appointment of Corporate Representative’ should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company’s share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by the Company no later than 11.00 am on 23 November 2012, being 48 hours before the time for holding the meeting. Any Proxy form received after that date will not be valid for the scheduled meeting.

Send forms to;

Jaguar Minerals Ltd PO Box 180, WEST PERTH WESTERN AUSTRALIA 6872 Street Address: LEVEL 1, 703 MURRAY STREET WEST PERTH WESTERN AUSTRALIA 6005 Telephone: + 61 8 9485 0911 Facsimile: +61 8 9485 0955 Email: admin@jaguarminerals.com.au

• b. Return both forms in the same envelope.