CADOUX LIMITED — Proxy Solicitation & Information Statement 2013

Apr 23, 2013

FYI RESOURCES LIMITED ACN 061 289 218

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting to be held on 28 May 2013 at 9:30am (Western Standard Time) at

The Vic Hotel 226 Hay Street Subiaco, 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 Vic Hotel Commencing 226 Hay Street at 9:30am (Western Standard Time) Subiaco WA 6008 on 28 May 2013.

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 9:30am (Western Standard Time).

Voting by Proxy

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

• Hand to the Company’s office at 53 Canning Highway, Victoria Park, Western Australia, 6100;

• Facsimile to fax number +61 (8) 9361 3184;

• Post to 53 Canning Highway, Victoria Park, Western Australia, 6100; or

• Email to pmacleod@gapcs.com.au,

so that it is received not later than 9:30 am (WST) on 26 May 2013.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

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FYI RESOURCES LIMITED

ACN 061 289 218

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of FYI Resources Limited will be held at The Vic Hotel, 226 Hay Street, Subiaco, Western Australia on Tuesday, 28 May 2013 at 9:30am (WST) 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 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 6,888,889 Shares in the capital of the Company at 4.5 cents each on the terms set out in the Explanatory Statement."

Voting Exclusion :

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. 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

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Phillip MacLeod Company Secretary Dated: 24 April 2013

FYI Resources Limited Notice of 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. INFORMATION RELATING TO RESOLUTION 1 – RATIFICATION OF PLACEMENT OF SHARES

1.1 Background

On 3 January 2013, the Company announced that it had issued 6,888,889 Shares at 4.5 cents each to raise $310,000 (before costs) ( Placement ). The funds were raised for working capital to allow FYI to further its due diligence on selected project reviews and to continue exploration on the Yarlarweelor uranium project in Western Australia. The Placement was made to sophisticated investors under the Company’s placement capacity pursuant to Listing Rule 7.1.

1.2 ASX Listing Rules

Resolution 1 seeks the ratification of the issue of 6,888,889 Shares issued at an issue price of 4.5 cents per Share to raise $310,000 issued within the Company’s placement capacity under Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1.

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 issued and allotted was 6,888,889 Shares;

• (b) The Shares were issued at a price of 4.5 cents per Share;

• (c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares;

• (d) The Shares were allotted to clients of Peloton Capital and to other sophisticated investors under Section 708 of the Corporations Act. The allottees are not related parties of the Company; and

• (e) The funds raised from this issue will be used to fund working capital; ongoing exploration on the Company’s existing project in Western Australia and costs associated with the issue.

FYI Resources Limited Notice of General Meeting and Explanatory Statement

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2. ENQUIRIES

Shareholders may contact Phil MacLeod on (+ 61 8) 9389 7050 if they have any queries in respect of the matters set out in these documents.

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. The chair of the Meeting will vote undirected proxies on, and in favour of, the proposed Resolution.

4. 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 26 May 2013 at 5:00pm (Western Standard Time).

5. 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

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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.

" 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.

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

" General Meeting and Meeting " means the meeting convened by this Notice.

" Explanatory Statement " means this Explanatory Statement.

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

" 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 shares in the Company.

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

" $ " means Australian dollars unless otherwise stated.

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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 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 Vic Hotel, 226 Hay Street, Subiaco, Western Australia on 28 May 2013 at 9:30am (WST) and at any adjournment thereof.

Voting on Business of the General Meeting

For Against Abstain

Resolution 1 Ratification of Placement of Shares

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 Resolution and that the votes cast by the Chair of the meeting for the Resolution other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of the Resolution. 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 Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.

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 9:30am (WST) on 26 May 2013.

Signed this day of 2013.

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 Email Address: pmacleod@gapcs.com.au 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.