CADOUX LIMITED — AGM Information 2010

Oct 28, 2010

FYI RESOURCES LIMITED ACN 061 289 218

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

For the Annual General Meeting to be held on 30 November 2010 at 11:00am (Western Standard Time) at 6 Ord Street, West Perth, Western Australia

This is an important document. Please read it carefully.

If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of FYI Resources Limited will be held at:

6 Ord Street Commencing West Perth at 11:00am (Western Standard Time) WA 6005 on Tuesday 30 November 2010.

How to Vote

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

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 11:00am (Western Standard Time).

Voting by Proxy

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

• send the proxy form by hand or by post to the Company's office at 53 Canning Highway, Victoria Park, Western Australia, 6100; or

• send the proxy form by facsimile to facsimile number 08 9361 3184,

• so that it is received not later than 11:00am (Western Standard Time) on 28 November 2010.

Your proxy form is enclosed.

FYI Resources Limited Notice of Annual General Meeting and Explanatory Statement

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FYI RESOURCES LIMITED ACN 061 289 218

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of FYI Resources Limited will be held at 6 Ord Street, West Perth, Western Australia on Tuesday, 30 November 2010 at 11:00am (Western Standard Time) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

GENERAL BUSINESS

Accounts and Reports

To receive and consider the annual financial report of the Company, the Directors’ Report and the Independent Audit Report for the year ended 30 June 2010.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following in accordance with section 250R(2) of the Corporations Act:

" That, for the purpose of Section 250R(2) of the Corporations Act, the Company adopts the Remuneration Report as set out in the Annual Report for the year ended 30 June 2010. "

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 resolution will be determined as an ordinary resolution but is advisory only and does not bind the Directors or the Company.

Resolution 2 - Re-election of Director – Russell Barnett

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

" That Russell Barnett, who retires by rotation in accordance with clause 12.4 of the Constitution of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company. "

Short Explanation : Russell Barnett has been a Director of the Company since 20 July 2007. Russell Barnett is presented for re-election in accordance with the rotation requirements of the Company's Constitution.

FYI Resources Limited Notice of Annual General Meeting and Explanatory Statement

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Resolution 3 - Election of Director – David Sargeant

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

" That David Sargeant, being a Director of the Company appointed by the Directors during the year as an additional Director and holding office until this Meeting in accordance with clause 12.4 of the Company's Constitution and, being eligible, offers himself for election, is hereby elected as a Director of the Company. "

Short Explanation : David Sargeant was appointed by the Board as an additional Director on 30 November 2009 and by clause 12.4 of the Company's Constitution holds office until this Meeting. David Sargeant is presented for election in accordance with the Company's Constitution.

Resolution 4 - Election of Director – Adrian Jessup

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

" That Adrian Jessup, being a Director of the Company appointed by the Directors during the year as an additional Director and holding office until this Meeting in accordance with clause 12.4 of the Company's Constitution and, being eligible, offers himself for election, is hereby elected as a Director of the Company. "

Short Explanation : Adrian Jessup was appointed by the Board as an additional Director on 30 November 2009 and by clause 12.4 of the Company's Constitution holds office until this Meeting. Adrian Jessup is presented for election in accordance with the Company's Constitution.

SPECIAL BUSINESS

Resolution 5 – Appointment of Auditor

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

"That, for the purposes of section 327B of the Corporations Act and for all other purposes, HLB Mann Judd, having been nominated by a Shareholder and consented in writing to act as auditor of the Company, be appointed as auditor of the Company, effective immediately."

Short Explanation : Subject to the ASIC consenting to the resignation of the current auditors, Ord Partners, and Ord Partners submitting a resignation to the Company, it is proposed that the Company appoint HLB Mann Judd as auditor of the Company.

By order of the Board

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Phillip MacLeod Company Secretary Dated: 26 October 2010

FYI Resources Limited Notice of Annual General Meeting and Explanatory Statement

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FYI RESOURCES LIMITED ACN 061 289 218

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1. RESOLUTION 1 – ADOPTION OF 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 and group executives named in the Remuneration Report for the financial year ended 30 June 2010.

The Directors recommend that Shareholders vote in favour of Resolution 1. 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 Chairman will give Shareholders a reasonable opportunity to ask questions about or to make comments on the Remuneration Report.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – RUSSELL BARNETT

Mr Barnett was appointed a director of the Company on 20 July 2007 and was last re-elected on 26 November 2008.

Pursuant to clause 12.2 of the Company’s Constitution, Mr Barnett, being a Director of the Company, retires by way of rotation and, being eligible, offers himself for re-election as a Director of the Company.

Details of the qualifications and experience of Mr Barnett are set out in the 2010 Annual Report of the Company.

FYI Resources Limited Notice of Annual General Meeting and Explanatory Statement

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3. RESOLUTION 3 – ELECTION OF DIRECTOR – DAVID SARGEANT

Mr Sargeant was appointed by the Board as an additional Director on 30 November 2009 and by clause 12.4 of the Company's Constitution holds office until this Meeting. Mr Sargeant is therefore presented for election in accordance with the Constitution.

Mr Sargeant is a non-executive director of the Company. Details of the qualifications and experience of Mr Sargeant are set out in the 2010 Annual Report of the Company.

4. RESOLUTION 4 – ELECTION OF DIRECTOR – ADRIAN JESSUP

Mr Jessup was appointed by the Board as an additional Director on 30 November 2009 and by clause 12.4 of the Company's Constitution holds office until this Meeting. Mr Jessup is therefore presented for election in accordance with the Constitution.

Mr Jessup is an executive director of the Company. Details of the qualifications and experience of Mr Jessup are set out in the 2010 Annual Report of the Company.

5. RESOLUTION 5 – APPOINTMENT OF AUDITOR

Ord Partners, who are the Company’s current auditors, have given notice of their intention to resign as auditor of the Company (under section 329(5) of the Corporations Act) subject to receipt of the consent of the Australian Securities & Investments Commission ( ASIC ) and Shareholder approval of this Resolution 5 for the appointment of HLB Mann Judd as auditor.

Subject to the ASIC consenting to the resignation of Ord Partners, and Ord Partners submitting a resignation to the Company, it is proposed that the Company appoint HLB Mann Judd as auditor of the Company.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for HLB Mann Judd to be appointed as the Company’s auditor. A copy of this nomination is attached to this Explanatory Statement as Annexure A.

HLB Mann Judd has given its written consent to act as the Company’s auditor subject to Shareholder approval of this Resolution 5.

If Resolution 5 is passed, the appointment of HLB Mann Judd as the Company’s auditor will take effect at the close of this AGM.

VOTING AND PROXIES

1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the 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.

3. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 28 November 2010 at 5:00pm (Western Standard Time).

4. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

FYI Resources Limited Notice of Annual General Meeting and Explanatory Statement

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FYI RESOURCES LIMITED ACN 061 289 218

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

" ASX " means the ASX Limited (ABN 98 008 624 691).

" ASX Listing Rules " or " Listing Rules " means the Listing Rules of the ASX.

" Board " means the Board of Directors of the Company.

" Capital Raising " means a capital raising to raise funds to complete the Yarlarweelor Acquisition and to fund exploration on the Tenement.

" Chairman " means the chairman of the Company.

" Company " or " FYI Resources " means FYI Resources Ltd (ACN 061 289 218).

" Constitution " means the constitution of the Company.

" Corporations Act " means the Corporations Act 2001 (Cth).

" Directors " mean the directors of the Company from time to time.

" Explanatory Statement " means this Explanatory Statement.

" Meeting " means the meeting convened by this Notice.

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Resolution " means a resolution referred to in the Notice.

" Shareholder " means a registered holder of shares in the Company.

" WST " or " Western Standard Time " means Western Standard Time, Perth, Western Australia.

FYI Resources Limited Notice of Annual General Meeting and Explanatory Statement

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ANNEXURE A

LETTER OF NOMINATION OF AUDITOR

26 October 2010

The Chairman FYI Resources Limited 53 Canning Highway Victoria Park WA 6100

Dear Sir

Nomination of Auditor

Mandine Pty Limited, being a shareholder of FYI Resources Limited, hereby nominates HLB Mann Judd of Level 4, 130 Stirling Street, Perth, Western Australia to be appointed as auditor of FYI Resources Limited.

I consent to the distribution of a copy of this notice of nomination as an annexure to the Notice of Meeting for the 2010 Annual General Meeting of FYI Resources Limited as required by section 328B(3) of the Corporations Act.

Yours faithfully

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Phillip MacLeod Sole Director and Secretary Mandine Pty Limited

FYI Resources Limited Notice of Annual General Meeting and Explanatory Statement

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FYI RESOURCES LIMITED ACN 061 289 218 PROXY FORM

APPOINTMENT OF PROXY FYI Resources Limited ACN 061 289 218

I/We being a Shareholder of FYI Resources Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of Proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’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 to be held at 6 Ord Street, West Perth, Western Australia on 30 November 2010 at 11:00am (WST) and at any adjournment thereof.

Voting on Business of the Annual General Meeting

			FOR	AGAINST	ABSTAIN
Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Director – Russell Barnett
Resolution	3	Election of Director – David Sargeant
Resolution	4	Election of Director – Adrian Jessup
Resolution	5	Appointment of Auditor

If the chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of all Resolutions. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are 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 %

Please return this Proxy Form to the Company Secretary, FYI Resources Limited, 53 Canning Highway, Victoria Park, Western Australia, 6100 or by fax to (08) 9361 3184 by 11:00am (WST) on 28 November 2010.

Signed this day of 2010.

By: Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Secretary Signature Sole Director and Sole Secretary

FYI RESOURCES LIMITED

ACN 061 289 218

Instructions for Completing Appointment of Proxy Form

1. In accordance with section 249L of the Corporations Act, a shareholder of the Company who is entitled to attend and cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. Corporate shareholders 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:

4. 2 directors of the company;

5. a director and a company secretary of the company; or

6. 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 sections 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with sections 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 sections 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.

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

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

3. In accordance with section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments: Registered Office: 53 Canning Highway, Victoria Park, Western Australia, 6100

Fax Number: +61 (8) 9361 3184

Postal Address: 53 Canning Highway, Victoria Park, Western Australia, 6100

by no later than 48 hours prior to the time of commencement of the Meeting.