CORAZON MINING LIMITED — Proxy Solicitation & Information Statement 2013

Jan 22, 2013

CORAZON MINING LIMITED ACN 112 898 825

NOTICE OF GENERAL MEETING

TIME : 10:00am WST DATE : Wednesday, 27 February 2013 PLACE : Level 1, 350 Hay Street Subiaco WA 6008

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Mr Robert Orr, on (+61 8) 6142 6366.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	10
Proxy Form	Enclosed

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (WST) on Wednesday, 27 February 2013 at:

Level 1, 350 Hay Street, Subiaco WA 6008

YOUR VOTE IS IMPORTANT

The business of the 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 Meeting are those who are registered Shareholders at 4pm (WST) on Monday, 25 February 2013.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

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• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

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• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

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• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 20,870,000 Shares on the terms and conditions 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.

2. RESOLUTION 2 – PLACEMENT – 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 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 47,330,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed 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.

3. RESOLUTION 3 – PLACEMENT – SPP SHORTFALL SHARES

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 68,181,800 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed 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.

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DATED: 23 JANUARY 2013

BY ORDER OF THE BOARD

ROBERT ORR COMPANY SECRETARY

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EXPLANATORY STATEMEN T

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.

1. BACKGROUND

1.1 Capital Raising

As announced on 21 January 2013, the Company is seeking to raise approximately $3 million through:

• (a) a two tranche placement of up to approximately 68,200,000 fully paid ordinary shares ( Shares ) at an issue price of $0.022 per Share, to raise up to approximately $1.5 million ( Placement ); and

• (b) a share purchase plan ( SPP ) to raise up to approximately $1.5 million on the same terms and conditions as the Placement, under which eligible Shareholders will be given the opportunity to subscribe for Shares at an issue price of $0.022 per Share, up to a total investment of $15,000 per eligible Shareholder. In the event that the SPP is oversubscribed, the applications will be scaled back in accordance with the terms outlined in the SPP.

The Company has engaged the services of Hartleys Limited (ACN 104 195 057) ( Hartleys ), a licensed securities dealer (AFSL 230052), to manage the Placement and the placement of any shortfall under the SPP.

1.2 Placement

The Placement is being undertaken in two tranches:

• (a) the first tranche of the Placement, to be issued post the date of this Notice but prior to the Meeting, will comprise the issue of 20,870,000 Shares, being the maximum number of Shares that the Company can issue under its 15% capacity under ASX Listing Rule 7.1, to professional and sophisticated investors who are unrelated parties of the Company ( First Tranche Placement ); and

• (b) the second tranche of the Placement comprising the balance of Shares to be issued under the Placement to professional and sophisticated investors on the same terms and conditions as the First Tranche Placement, following Shareholder approval at the Meeting ( Second Tranche Placement ).

Completion of the Placement is conditional upon Shareholder approval of the acquisition of the Top Up Rise Project, which the Company is seeking at the general meeting to be held on 25 January 2013. Accordingly, the Company intends to issue the First Tranche Placement following that meeting, on 30 January 2013. The First Tranche Placement Shares will be issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1. Resolution 1 seeks Shareholder ratification, under ASX Listing Rule 7.4, for the issue of the First Tranche Placement Shares as they will have been issued prior to the Meeting.

The issue of the Second Tranche Placement Shares does not fall within the Company’s 15% placement capacity under ASX Listing Rule 7.1. Accordingly,

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Resolution 2 seeks Shareholder approval, pursuant to ASX Listing Rule 7.1, for the issue of the Second Tranche Placement Shares.

1.3 Share Purchase Plan

The Company is undertaking the SPP, offering existing eligible Shareholders the right to subscribe for additional Shares in the Company. Each eligible Shareholder is entitled to purchase Shares up to the value of $15,000. The SPP is not underwritten.

Subject to demand, the Company reserves the right to place the shortfall of the SPP ( SPP Shortfall ), being up to 68,181,800 Shares at the same Share price as the Placement, to professional and sophisticated investors.

Resolution 3 seeks Shareholder approval, pursuant to ASX Listing Rule 7.1, for the issue of the SPP Shortfall.

1.4 Use of Funds

The funds raised from the Placement and the SPP will be used for:

• (a) geophysics and drilling of the Top Up Rise Project in Western Australia;

• (b) progressing exploration and mining studies at the Canadian projects that the Company holds options to acquire interests in; and

• (c) Placement and SPP costs and general working capital.

1.5 Timetable

An indicative timetable for completion of the Placement and SPP is as follows:

Event	Date (WST)
Record Date for the SPP (5:00pm WST)	18 January 2013
Announcement Date of SPP	21 January 2013
SPP posted to Shareholders	23 January 2013
Opening Date of the SPP	23 January 2013
Issue of First Tranche Placement Shares	30 January 2013
Closing Date of the SPP (5.00pm AEST)	22 February 2013
General Meeting	27 February 2013
Despatch date of SPP holding statements	4 March 2013
Issue of Second Tranche Placement Shares
and SPP Shares

These dates are indicative only and are subject to change without notice, at the discretion of the Directors, subject to the requirements of the ASX Listing Rules and the Corporations Act.

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2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

2.1 General

On 30 January 2013, being post the date of this Notice but prior to the Meeting, the Company will issue the First Tranche Placement, being 20,870,000 Shares at an issue price of $0.022 per Share to raise $459,140.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the First Tranche Placement.

ASX 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.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX 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 ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to this Resolution 1:

• (a) 20,870,000 Shares will be allotted;

• (b) the issue price will be $0.022 per Share;

• (c) the Shares to be issued will all be fully paid ordinary shares in the capital of the Company to be issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares will be allotted and issued to professional and sophisticated investors, being clients of Hartleys Limited. None of the subscribers will be related parties of the Company at the time of the issue; and

• (e) section 1.4 of this Explanatory Statement sets outs the use of the funds to be raised from the First Tranche Placement.

3. RESOLUTION 2 – PLACEMENT – SHARES

3.1 General

Resolution 2 seeks Shareholder approval for the Second Tranche Placement, being the allotment and issue of up to 47,330,000 Shares at an issue price of $0.022 per Share, to raise up to $1,041,260.

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

The effect of Resolution 2 will be to allow the Company to issue the Shares pursuant to the Second Tranche Placement during the period of 3 months after

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the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Second Tranche Placement:

• (a) the maximum number of Shares to be issued is 47,330,000;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price will be $0.022 per Share;

• (d) the Shares will be allotted and issued to professional and sophisticated investors, being clients of Hartleys Limited. None of these subscribers will be related parties of the Company at the time of the issue;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) section 1.4 of this Explanatory Statement sets outs the use of the funds that may be raised from the Second Tranche Placement.

4. RESOLUTION 3 – PLACEMENT – SPP SHORTFALL SHARES

4.1 General

Resolution 3 seeks Shareholder approval for the allotment and issue of the SPP Shortfall, being up to 68,181,800 Shares, at an issue price of $0.022 per Share, to raise up to approximately $1.5 million.

The SPP Shortfall will consist of the shortfall of Shares not subscribed for by Shareholders pursuant to the SPP.

None of the subscribers pursuant to this issue will be related parties of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Shares pursuant to the SPP Shortfall during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the SPP Shortfall:

• (a) the maximum number of Shares to be issued is 68,181,800;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver

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or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price will be $0.022 per Share;

• (d) the Shares will be allotted and issued to professional and sophisticated investors, being clients of Hartleys Limited. None of these subscribers will be related parties of the Company at the time of the issue;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) section 1.4 of this Explanatory Statement sets outs the use of the funds that may be raised from this issue.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Corazon Mining Limited (ACN 112 898 825).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

First Tranche Placement has the meaning given in section 1.2(a) of the Explanatory Statement.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Placement has the meaning given in section 1.1(a) of the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Second Tranche Placement has the meaning given in section 1.2(b) of the Explanatory Statement.

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

Shareholder means a holder of a Share.

SPP means the Company’s Share Purchase Plan.

SPP Shortfall has the meaning given in section 1.3 of the Explanatory Statement.

WST means Western Standard Time as observed in Perth, Western Australia.

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