FYI RESOURCES LIMITED ACN 061 289 218

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting to be held on Friday, 20 May 2011 at 11:30am (Western Standard Time) at The Celtic Club, 48 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 GENERAL MEETING AND HOW TO VOTE

Venue

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

The Celtic Club Commencing 48 Ord Street at 11:30am (Western Standard Time) West Perth WA 6005 on Friday 20 May 2011.

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 11:30am (Western Standard Time).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of 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 11:30am (Western Standard Time) on 18 May 2011.

Your proxy form is enclosed.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

FYI RESOURCES LIMITED ACN 061 289 218

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the Shareholders of FYI Resources Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Friday, 20 May 2011 at 11:30am (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

Resolution 1 – Ratification of Tranche 1 Placement of Shares

To consider and, if thought fit, to pass, with or without amendment, 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 allotment and issue of 4,900,000 fully paid ordinary shares in the capital of the Company at 10 cents each on the terms set out in the Explanatory Statement accompanying this Notice of Meeting. "

Voting Exclusion : The Company will disregard any votes cast on this resolution by a person who participated in the issue and any associate of those persons. 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.

Resolution 2 – Approval of Tranche 2 Placement to Adrian Jessup

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

" That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 200,000 fully paid ordinary shares in the capital of the Company at 10 cents each to Adrian Jessup a Director of the Company (or his nominee) on the terms set out in the Explanatory Statement accompanying this Notice of Meeting. "

Voting Exclusion : The Company will disregard any votes cast on this resolution by an allottee of the issue the subject of the resolution and any associates of such an allottee and any person who may obtain a benefit if this Resolution is passed other than in their capacity as a Shareholder. However, the Company will not disregard a vote cast on this Resolution if it is cast by an allottee as 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 a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

Resolution 3 - Approval of Tranche 2 Placement to David Sargeant

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

" That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 200,000 fully paid ordinary shares in the capital of the Company at 10 cents each to David Sargeant a Director of the Company (or his nominee) on the terms set out in the Explanatory Statement accompanying this Notice of Meeting. "

Resolution 4 - Approval of Tranche 2 Placement to David Sparling

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

" That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 100,000 fully paid ordinary shares in the capital of the Company at 10 cents each to David Sparling a Director of the Company (or his nominee) on the terms set out in the Explanatory Statement accompanying this Notice of Meeting. "

Resolution 5 – Approval of Tranche 2 Placement to Roland Hill

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

" That for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 600,000 fully paid ordinary shares at 10 cents each to Roland Hill, a related party of the Company (or his nominee) on the terms set out in the Explanatory Statement accompanying this Notice of Meeting. "

FYI Resources Limited Notice of General Meeting and Explanatory Statement

Resolution 6 – Approval of Employee Incentive Scheme

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

" That, for the purposes of ASX Listing Rule 7.2 Exception 9(b) and for all other purposes, Shareholders approve the issue of securities under the "FYI Resources Limited Employee and Officer Share Option Plan" for a period of 3 years commencing on the date of this meeting on the terms set out in the Explanatory Statement accompanying this Notice of Meeting. "

Voting Exclusion: The Company will disregard any votes cast on this resolution by the Directors of the Company and any of their 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 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.

Resolution 7 – Approval to grant Options to Adrian Jessup

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

" That, for the purposes of Chapter 2E of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to Adrian Jessup or his nominee up to 500,000 options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting. "

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Adrian Jessup or his nominee and any of their 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 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.

Resolution 8 - Approval to grant Options to David Sargeant

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

" That, for the purposes of Chapter 2E of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to David Sargeant or his nominee up to 500,000 options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting. "

Voting Exclusion: The Company will disregard any votes cast on this Resolution by David Sargeant or his nominee and any of their 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 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.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

Resolution 9 - Approval to grant Options to David Sparling

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

" That, for the purposes of Chapter 2E of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to David Sparling or his nominee up to 500,000 options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting. "

Voting Exclusion: The Company will disregard any votes cast on this Resolution by David Sparling or his nominee and any of their 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 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.

Resolution 10 – Approval to grant CEO Options to Roland Hill

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

" That, for the purposes of Chapter 2E of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to Roland Hill or his nominee up to 2,000,000 options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting. "

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Roland Hill or his nominee and any of their 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 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.

By order of the Board

==> picture [96 x 32] intentionally omitted <==

Phillip MacLeod Company Secretary 14 April 2011

FYI Resources Limited Notice of General Meeting and Explanatory Statement

VOTING AND PROXIES

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.
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.
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 18 May 2011 at 5:00pm (Western Standard Time).
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 General Meeting and Explanatory Statement

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. RESOLUTIONS 1 TO 4 – PLACEMENT TRANSACTIONS

1.1 Background

In accordance with the Company's ASX announcement of 7 April 2011, the Company by a placement of Shares at 10 cents each has total funds committed of $600,000 (" Placement ").

4,900,000 Shares by the tranche 1 placement have already been issued to investors under the Company's 15% placing capacity (and for which ratification is sought under Resolution 1) raising $490,000 (before costs). 1,100,000 shares in total are the subject of the tranche 2 placement to related parties (being Adrian Jessup, David Sargeant and David Sparling as Directors and Roland Hill as a proposed Director) and are subject of approval under Resolutions 2, 3, 4 and 5.

1.2 Resolution 1

ASX Listing Rule 7.1 provides, subject to certain exceptions, without shareholder approval, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue.

Listing Rule 7.4 provides that an issue of securities made without the approval under ASX Listing Rule 7.1 is treated as having been made with approval if the issue of securities did not breach ASX Listing Rule 7.1 (that is, the issue was within the Company's 15% capacity) and Shareholders subsequently approve it.

The Company issued 4,900,000 Shares under the Placement within its 15% capacity under Listing Rule 7.1. The Company now seeks Shareholder approval to ratify this issue and refresh the 15% capacity.

Listing Rule 7.5 provides that for Shareholders to approve an issue subsequently, the notice of meeting must include particular information. This information is as follows:

(a) The number of securities allotted was 4,900,000 Shares.
(b) The Shares were issued at an issue price of 10 cents each.
(c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.
(d) The allottees of the Shares were sophisticated, professional and other investors who are exempt from the disclosure requirements of Chapter 6D of the Corporations Act. None of the allottees are related parties of the Company.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

(e) The Company intends to use the funds raised from the tranche 1 placement and tranche 2 placement for ongoing evaluation of the Company’s existing projects, review of new exploration and development opportunities and for general working capital.

1.3 Resolutions 2, 3, 4 and 5 – Participation in tranche 2 placement by Adrian Jessup, David Sargeant, David Sparling and Roland Hill

Resolutions 2, 3, 4 and 5 seek Shareholder approval for Messrs Jessup, Sargeant, Sparling and Hill (or their nominees) to participate in the placement capital raising by the Company issuing up to 200,000 Shares to Mr Jessup (or his nominee), up to 200,000 Shares to Mr Sargeant (or his nominee), up to 100,000 Shares to Mr Sparling (or his nominee) and up to 600,000 Shares to Mr Hill (or his nominee).

ASX Listing Rule 10.11 requires the Company to obtain shareholder approval prior to the issue of securities to a related party. Messrs Jessup, Sargeant and Sparling, as Directors of the Company, are related parties of the Company. Mr Hill is the CEO of the Company and although not currently a Director it is likely that Mr Hill will be a Director in the future. As such Mr Hill is a related party of the Company. Accordingly, the Company must obtain Shareholder approval pursuant to ASX Listing Rule 10.11 for each of Messrs Jessup, Sargeant, Sparling and Hill.

Approval pursuant to ASX Listing Rule 7.1 is not required as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of the securities will not be included in the 15% calculation of the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out the matters which must be included in the notice of meeting convened to seek shareholder approval under ASX Listing Rule 10.11.

For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolutions 2, 3 and 4:

(a) The Shares will be issued to Adrian Jessup or his nominee (by Resolution 2), David Sargeant or his nominee (by Resolution 3), David Sparling or his nominee (by Resolution 4) and Roland Hill or his nominee (by Resolution 5).
(b) The maximum number of securities the Company will issue to Adrian Jessup (or his nominee) is 200,000 Shares, the maximum number of securities the Company will issue to David Sargeant (or his nominee) is 200,000 Shares, the maximum number of securities the Company will issue to David Sparling (or his nominee) is 100,000 Shares and the maximum number of securities the Company will issue to Roland Hill (or his nominee) is 600,000 Shares.
(c) The Shares will be issued no later than 1 month after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
(d) The issue price of the Shares is 10 cents each and the Shares will be fully paid ordinary shares in the Company and will rank equally with the Company's current issued Shares.
(e) The Company intends to use the funds raised from the tranche 1 placement and tranche 2 placement for ongoing evaluation of the Company’s existing projects, review of new exploration and development opportunities and for general working capital.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

2. RESOLUTION 6 – APPROVAL OF EMPLOYEE INCENTIVE SHCEME

2.1 Background

In March 2011 the Board adopted the Employee and Officer Share Option Plan (" Option Plan ") to enable the Company to issue Options to eligible participants including employees and officers.

The Option Plan is intended to provide an opportunity to eligible participants to participate in the Company's future growth and provide an incentive to contribute to that growth. The Option Plan is further designed to assist in retaining employees.

A copy of the Option Plan will be made available for inspection at the Meeting. A summary of the Option Plan is set out in Schedule 1.

2.2 Regulatory Requirements

Shareholder approval is not required under the Corporations Act or the ASX Listing Rules for the establishment or operation of the Plan. However, Shareholder approval is being sought to allow the Company to rely on an exception to the calculation of the 15% limit imposed by ASX Listing Rule 7.1 on the number of securities that may be issued without shareholder approval. ASX Listing Rule 7.2 exception 9(b) provides that ASX Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme that has been approved by shareholders and the issue of securities is within 3 years from the date of shareholder approval of the issue of securities under the employee incentive scheme.

If an offer is made to a Director to participate in the Option Plan then separate Shareholder approval will need to be obtained. Resolutions 7 to 10 seek approval for each of the members of the Board to participate plus Roland Hill as a related party.

2.3 Recommendation

The Board recommends that Shareholders approve the Option Plan. It will allow the Company to issue securities for the benefit of participants of the Option Plan whilst preserving the Company's 15% limit of issuing securities and provide flexibility in the manner in which the Option Plan is managed.

3. RESOLUTIONS 7, 8, 9 AND 10 – APPROVAL TO GRANT OPTIONS TO RELATED PARTIES

Resolutions 7, 8, 9 and 10 seek Shareholder approval so that the Company may grant Options to Messrs Jessup, Sargeant and Sparling and CEO Options to Mr Hill.

3.1 Chapter 2E of the Corporations Act - Related Party Transaction

The proposed grant of Options to Messrs Jessup, Sargeant and Sparling as Directors and CEO Options to Mr Hill as a proposed Director in each case is a financial benefit to a related party requiring Shareholder approval under the Corporations Act in the absence of a specified exception applying.

The following information is provided to Shareholders in relation to Resolutions 7, 8, 9 and 10.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

(a) The Related Party to whom the Proposed Resolutions would permit the Financial Benefit to be given

The related parties are Adrian Jessup (Resolution 7), David Sargeant (Resolution 8), David Sparling (Resolution 9) and Roland Hill (Resolution 10) or their nominees.

(b) The Nature of the Financial Benefit

The proposed financial benefit to be given is the grant of up to:

(i) 500,000 Options to Adrian Jessup (or his nominee);
(ii) 500,000 Options to David Sargeant (or his nominee);
(iii) 500,000 Options to David Sparling (or his nominee); and
(iv) 2,000,000 CEO Options to Roland Hill (or his nominee).

The terms of the Options are set out in Schedule 2 and the CEO Options in Schedule 3.

(c) Reasons for giving the benefit

The Board believes that the issue of Options to the Directors under the Option Plan is an appropriate way to add incentive to performance, without additional cash outlay by the Company. The Options provide a means by which the Company can supplement the existing cash remuneration with incentive thereby preserving the Company's cash resources.

(d) Directors Recommendation and Basis of Financial Benefit

The Board currently consists of Adrian Jessup, David Sargeant and David Sparling.

By Resolutions 7, 8 and 9 the Directors will each receive Options. By Resolution 10 Roland Hill as a proposed Director will receive CEO Options. All the Directors abstain from making a recommendation to Shareholders as they have or may be seen to have an interest in the outcome of the Resolutions.

(e)

Dilution

The passing of Resolutions 7, 8, 9 and 10 would have the effect of granting up to 1,500,000 Options and 2,000,000 CEO Options.

If any of the Options or CEO Options are exercised into Shares, the effect would be to dilute the shareholding of existing Shareholders. If all the 3,500,000 options were exercised into Shares, the effect would be to dilute the shareholding of the existing Shareholders by approximately 7.2% based on the total number of Shares on issue at the date of this Notice being 44,977,060.

The actual dilution will depend on the extent of further equity raised by the Company and whether any of the options are exercised.

(f) Total Remuneration Package of Related Parties

The remuneration received by Adrian Jessup is $24,500 per annum as a Director’s fee and any superannuation entitlement.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

The remuneration received by David Sargeant is $24,500 per annum as a Director’s fee and any superannuation entitlement.

The remuneration received by David Sparling is $30,000 per annum as a Director's fee and any superannuation entitlement.

The remuneration received by Roland Hill is $180,000 per annum as CEO.

(g) Existing Relevant Interests

At the date of this Notice, Messrs Jessup, Sargeant, Sparling and Hill and their associates have the following relevant interest in securities of the Company.

	Shares	Options
Adrian Jessup	12,979,807	6,489,904
David Sargeant	12,979,807	6,489,904
David Sparling	1,048	524
RolandHill	-	-

(h) Trading History

The following table gives details of the highest, lowest and the latest closing price of the Company's Shares trading on the ASX over the last 12 months.

	Date	Closing Price
HighestPrice	16April 2010	18 cents
Lowest Price	16 March 2011	8 cents
Latest Price	13 April 2011	9.2 cents

(i) Valuation of Options and CEO Options

The Options and CEO Options will not be quoted on ASX.

The Company has valued the Options and CEO Options to be granted to the Directors or their nominees using the Black-Scholes method.

The following assumptions have been made regarding the inputs required for the option pricing module:

FYI Resources Limited Notice of General Meeting and Explanatory Statement

Input		Note
Number of options to related parties	3,500,000
Underlying security spot price	9.2 cents	1
Exercise price	14.08 cents	2
Dividend rate	Nil	3
Volatility rate	96.3%	4
Risk free rate	5.1%	5
Expiry Date	1 January 2014

Note 1 The underlying security spot price used for the purposes of this valuation is based on the closing price of Shares on the valuation date of 6 April 2011 which was 8.6 cents.
Note 2 The exercise price is 160% of the volume weighted average closing price for the 5 trading days prior to issue of the options. This example uses the 5 trading days prior to the Notice date.
Note 3 As at the date of the valuation, the Company had not forecast any future dividend payments. For the purposes of the valuation it is therefore assumed that the Company's share price is "ex-dividend", If dividend payments were forecast, the value of the Options would be reduced.
Note 4 A volatility rate of 96.3% has been adopted. This rate has been calculated by reference to the closing price volatility since the Company’s relisting as an exploration company.
Note 5 The risk free rate is 5.1% based on the current Reserve Bank Treasury Bond rates.

Based on the above assumptions the Options proposed to be issued to Messrs Jessup, Sargeant and Sparling and CEO Options proposed to be issued to Mr Hill have been valued as follows:

Number and Value of Options	Number and Value of Options

	Options
Adrian Jessup	500,000 Options – 4.7 cents per Option (total value - $23,485)
David Sargeant	500,000 Options – 4.7 cents per Option (total value - $23,485)
David Sparling	500,000 Options – 4.7 cents per Option (total value - $23,485)
Roland Hill	2,000,000 CEO Options – average 0.411 cents per Option (total value - $82,242)

FYI Resources Limited Notice of General Meeting and Explanatory Statement

No discount has been applied to the values for vesting conditions.

(j) Other Information

The Directors are not aware of any other information that is reasonably required by Shareholders to allow them to make a decision as to whether it is in the best interests of the Company to pass Resolutions 7, 8, 9 and 10.

3.2 ASX Listing Rule 10.14

ASX Listing Rule 10.11 provides that a company must not issue securities to a director of the company under an employee incentive scheme unless the issue has been approved by shareholders by ordinary resolution. If approval is given by shareholders under ASX Listing Rule 10.14, separate shareholder approval is not required under ASX Listing Rule 10.11.

Under Resolutions 6, 7, 8, and 9, the Company seeks approval from Shareholders for the issue of Options to Adrian Jessup, David Sargeant and David Sparling as Directors and to Roland Hill as a proposed Director who are each related parties of the Company.

For the purposes of ASX Listing Rule 10.15, the following information is provided:

(a) The Options will be issued to Adrian Jessup, David Sargeant and David Sparling as Directors and CEO Options to Roland Hill as a proposed Director.
(b) The maximum number of options that will be issued to the related parties is 1,500,000 Options and 2,000,000 CEO Options.
(c) No monetary consideration is payable for the issue of the Options or CEO Options.
(d) No securities have to date been issued under the Option Plan.
(e) All the Directors are entitled to participate in the Option Plan.
(f) No loans will be provided to Directors.
(g) The Options and CEO Options will be issued no later than 12 months after the date of Shareholder approval.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

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.

" Business Day " has the same meaning as in the ASX Listing Rules.

" 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.

" Option " or “CEO Option” means an option to acquire a Share.

" Option Plan " means the Employee and Officer Share Option Plan with the terms and conditions summarised in Schedule 1.

" Optionholder " means a holder of an Option.

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

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

" Shareholder " means a registered holder of a Share.

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

FYI Resources Limited Notice of General Meeting and Explanatory Statement

SCHEDULE 1 Terms and Conditions of Option Plan

Following is a summary of the terms and conditions of the Option Plan:

1. Purpose The purpose of the Option Plan is to offer Options to assist with reward, retention, motivation and recruitment of eligible participants.

2. Eligible Eligible participants are a full or part-time employee, consultant or an officer of Participants the Company or a subsidiary (" Eligible Participants ").

3. Offers Subject to any necessary Shareholder approval, the Board may offer Options to Eligible Participants for nil consideration.

4. Exercise Price The exercise price of Options will be determined by the Board in its discretion provided that the exercise price will not be less than 80% of the average closing sale price of Shares on ASX over the 5 trading days immediately preceding the date of the offer.

5. Expiry Date The expiry date of Options will be determined by the Board but will be no later than 5 years from the date of issue of an Option.

6. Vesting and Lapse An Option may only be exercised after that Option has vested and before its expiry date. The Board may determine the vesting period, conditions and restrictions (if any). On the grant of an Option the Board may in its absolute discretion impose other conditions on the exercise of an Option.

An Option will lapse upon the first to occur of its expiry date; the holder acting fraudulently or dishonestly in relation to the Company; following the participant ceasing to be an officer, employed or engaged by the Company; or on certain conditions associated with a party acquiring a 90% interest in the Shares of the Company.
If, in the opinion of the Board, a change of control event (scheme of arrangement, takeover bid or a person with a sufficient relevant interest to replace the Board) has or is likely to occur, then the Board may declare an Option to be free of any conditions of exercise. Similarly, Options will be free of any conditions of exercise where a notice of meeting is issued to enter into a scheme of arrangement resulting in a person obtaining a relevant interest in not less than 90% of the Shares.

7. Shares issued on Each Option entitles the holder to one fully paid ordinary share on exercise of exercise of Options the Option.

8. Transferability and Options may not be transferred other than to a nominee of the holder or with quotation the prior consent of the Board. Quotation of the Options on the ASX will not be sought. However, the Company will apply for official quotation of Shares issued on exercise of Options.

9. Limitation on Shares to be received on the exercise of all Options under the Option Plan number of Options when aggregated with the number of Shares issued during the previous 5 years under any employee share plan of the Company must not exceed 5% of the total number of Shares on issue at the time of the relevant offer. Various excluded offers may be disregarded so as to not count for the 5% limit.

10. Administration of The Option Plan will be administered under the directions of the Board and the Plan the Board may make regulations and establish procedures for the administration and management of the Option Plan as it considers appropriate.

11. Operation The operation of the Plan is subject to the ASX Listing Rules and the Corporations Act.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

SCHEDULE 2

Terms and Conditions of Options to Related Parties under Option Plan (Resolutions 6 to 9)

Each Option entitles the holder to one Share.
The Options are exercisable at any time prior to 5.00 pm Western Standard Time on 1 January 2014 (" Expiry Date "). The Options may otherwise lapse in accordance with the rules of the Option Plan as summarised in Schedule 1.
The exercise price of the Options is 160% of the 5 day volume weighted average closing price of Shares prior to the date of the Meeting.
The Options will not be listed on ASX and may only be transferred to a nominee in accordance with the rules of the Option Plan.
The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). The Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date.
Upon the exercise of an Option and receipt of all relevant documents and payment, the holder in accordance with paragraph 5 will be allotted and issued a Share ranking equally with the then issued Shares. The Company will apply to ASX for official quotation of Share issued on the exercise of the Options.
There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Optionholders the opportunity (where Options have vested) to exercise their Options prior to the date for determining entitlements to participate in any such issue.
If there is a bonus issue (" Bonus Issue ") to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

SCHEDULE 3

Terms and Conditions of CEO Options to Related Parties under Option Plan (Resolution 10)

Each Option entitles the holder to one Share.
The Options are exercisable at any time prior to 5.00 pm Western Standard Time on 1 January 2014 (" Expiry Date "). The Options may otherwise lapse in accordance with the rules of the Option Plan as summarised in Schedule 1.
The exercise price of the Options is 160% of the 5 day volume weighted average closing price of Shares prior to the date of the Meeting.
The Options will not be listed on ASX and may only be transferred to a nominee in accordance with the rules of the Option Plan.
The Options will vest on the following:

NumberofOptions	VestingDate
1,000,000	Immediately on issue
1,000,000	12 monthsfrom issue

The Board may otherwise declare the Options to have vested in accordance with the rules of the Option Plan as summarised in Schedule 1.

The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). Subject to vesting, the Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date.
Upon the exercise of an Option and receipt of all relevant documents and payment, the holder in accordance with paragraph 6 will be allotted and issued a Share ranking equally with the then issued Shares. The Company will apply to ASX for official quotation of Share issued on the exercise of the Options.
There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Optionholders the opportunity (where Options have vested) to exercise their Options prior to the date for determining entitlements to participate in any such issue.
If there is a bonus issue (" Bonus Issue ") to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

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 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 General Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 20 May 2011 at 11:30am (WST) and at any adjournment thereof.

Voting on Business of the Annual General Meeting


Resolution	1	Ratification of Tranche 1 Placement of Shares
Resolution	2	Approval of Tranche 2 Placement to Adrian Jessup
Resolution	3	Approval of Tranche 2 Placement to David Sargeant
Resolution	4	Approval of Tranche 2 Placement to David Sparling
Resolution	5	Approval of Tranche 2 Placement to Roland Hill
Resolution	6	Approval of Employee Incentive Scheme
Resolution	7	Approval to grant Options to Adrian Jessup
Resolution	8	Approval to grant Options to David Sargeant
Resolution	9	Approval to grant Options to David Sparling
Resolution	10	Approval to grant Options to Roland Hill

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 11:30am (WST) on 18 May 2011.

Signed this day of 2011.

By: Individuals and joint holders

Companies (affix common seal if appropriate)

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Signature Director
Signature Director/Secretary
Signature Sole Director and Sole Secretary
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Instructions for Completing Appointment of Proxy Form

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

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.
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.
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.

AI assistant

CADOUX LIMITED — AGM Information 2011

64620_rns_2011-04-19_86880b4d-cdc0-4abb-83d6-529901fcf64c.pdf

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

How to Vote

Voting in Person

Voting by Proxy

NOTICE OF GENERAL MEETING

AGENDA

GENERAL BUSINESS

Resolution 1 – Ratification of Tranche 1 Placement of Shares

Resolution 2 – Approval of Tranche 2 Placement to Adrian Jessup

Resolution 3 - Approval of Tranche 2 Placement to David Sargeant

Resolution 4 - Approval of Tranche 2 Placement to David Sparling

Resolution 5 – Approval of Tranche 2 Placement to Roland Hill

Resolution 6 – Approval of Employee Incentive Scheme

Resolution 7 – Approval to grant Options to Adrian Jessup

Resolution 8 - Approval to grant Options to David Sargeant

Resolution 9 - Approval to grant Options to David Sparling

Resolution 10 – Approval to grant CEO Options to Roland Hill

By order of the Board

VOTING AND PROXIES

EXPLANATORY STATEMENT

1. RESOLUTIONS 1 TO 4 – PLACEMENT TRANSACTIONS

1.1

Background

1.2 Resolution 1

1.3 Resolutions 2, 3, 4 and 5 – Participation in tranche 2 placement by Adrian Jessup, David Sargeant, David Sparling and Roland Hill

2. RESOLUTION 6 – APPROVAL OF EMPLOYEE INCENTIVE SHCEME

2.1 Background

2.2 Regulatory Requirements

2.3 Recommendation

3. RESOLUTIONS 7, 8, 9 AND 10 – APPROVAL TO GRANT OPTIONS TO RELATED PARTIES

3.1

Chapter 2E of the Corporations Act - Related Party Transaction

(a) The Related Party to whom the Proposed Resolutions would permit the Financial Benefit to be given

(b) The Nature of the Financial Benefit

(c) Reasons for giving the benefit

(d) Directors Recommendation and Basis of Financial Benefit

(e)

Dilution

(f) Total Remuneration Package of Related Parties

(g) Existing Relevant Interests

(h) Trading History

(i) Valuation of Options and CEO Options

(j) Other Information

3.2 ASX Listing Rule 10.14

FYI RESOURCES LIMITED

GLOSSARY

SCHEDULE 1 Terms and Conditions of Option Plan

SCHEDULE 2

Terms and Conditions of Options to Related Parties under Option Plan (Resolutions 6 to 9)

SCHEDULE 3

Terms and Conditions of CEO Options to Related Parties under Option Plan (Resolution 10)

FYI RESOURCES LIMITED ACN 061 289 218 PROXY FORM

APPOINTMENT OF PROXY FYI Resources Limited ACN 061 289 218

Name of Proxy

Voting on Business of the Annual General Meeting

By: Individuals and joint holders

Companies (affix common seal if appropriate)

Instructions for Completing Appointment of Proxy Form

More from CADOUX LIMITED

CADOUX LIMITED AGM Information 2011