CYPRIUM METALS LIMITED - Proxy Solicitation & Information Statement 2009

ACN 002 678 640

==> picture [240 x 277] intentionally omitted <==

----- Start of picture text -----

and Ex
p
----- End of picture text -----

==> picture [219 x 272] intentionally omitted <==

==> picture [321 x 257] intentionally omitted <==

----- Start of picture text -----

y
----- End of picture text -----

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTION

This document does not take into account your individual circumstances. If you are in doubt about how to deal with it, please consult your fi nancial or other professional adviser.

ARC EXPLORATION LIMITED ACN 002 678 640

Notice of General Meeting

NOTICE is given that a General Meeting of the Company will be held at: Mantra Chatswood, 10 Brown Street, Chatswood at 10.30am on Friday, 11 December 2009.

1. APPROVAL OF PREVIOUS ISSUE OF SHARES

– OCTOBER PLACEMENT

To consider, and if thought fi t, to pass the following resolution:

“That, for the purposes of Listing Rule 7.4 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the issue of shares by the Company to the parties as specifi ed in section 1 of the Explanatory Memorandum annexed to and forming part of this Notice of Meeting, be approved.”

The company will disregard any votes cast on Resolution 1 by:

any of the shareholders identifi ed in Resolution 1; and
an associate of any of those persons.

However, the Company need not disregard a vote if:

it is cast by a person 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 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. APPROVE PROPOSED ISSUE OF OPTIONS – PARTICIPANTS IN OCTOBER PLACEMENT

To consider, and if thought fi t, to pass the following resolution as an ordinary resolution of the Company:

“That for the purpose of Listing Rule 7.1 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the proposed issue by the Company of the options to the parties as specifi ed in Section 2 of the Explanatory Memorandum annexed to and forming part of this Notice of Meeting, be approved.”

The company will disregard any votes cast on Resolution 2 by:

any of the proposed recipients of the Options identifi ed in Resolution 2 and a person who might obtain a benefi t, except a benefi t solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
an associate of any of those persons.

However, the Company need not disregard a vote if:

it is cast by a person 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 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. APPROVAL OF DIRECTORS PARTICIPATION IN RIGHTS ISSUE SHORTFALL FACILITY / PLACEMENT OF SHORTFALL

To consider, and if thought fi t, to pass the following resolution as an ordinary resolution of the Company:

“That, for all purposes under Listing Rule 10.11 of the Australian Securities Exchange and for all other purposes the issue of shares and attaching options to Directors of the Company pursuant to the Rights Issue Shortfall facility or the placement of the Rights Issue Shortfall up to the maximum number and as specifi ed in Section 3 of the Explanatory Memorandum forming part of this Notice of Meeting, be approved.”

ARC EXPLORATION LIMITED NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT 2009

The Company will disregard any votes cast on Resolution 3 by:

any Director of the Company who proposes to acquire shares and attaching options pursuant to the Rights Issue Shortfall facility or the placement of the Rights Issue Shortfall; and
an associate of any of those Directors.

However, the Company need not disregard a vote if:

it is cast by a person 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Under section 224 of the Corporations Act 2001, a related party and its associates are not permitted to vote on a proposed resolution which confers a fi nancial benefi t upon them. For the purposes of the Corporations Act 2001 and Listing Rule 10.11, the Directors of the Company are related parties of the Company.

4. APPROVE PROPOSED OPTIONS PLACEMENT

To consider, and if thought fi t, to pass the following resolution as an ordinary resolution of the Company:

“That for the purpose of Listing Rule 7.1 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the proposed issue by the Company of seventy fi ve million (75,000,000) options to the parties as specifi ed in Section 4 of the Explanatory Memorandum annexed to and forming part of this Notice of Meeting, be approved.”

The Company will disregard any votes cast on Resolution 4 by:

any of the proposed recipients of the Options identifi ed in Resolution 4 and a person who might obtain a benefi t, except a benefi t solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
an associate of any of those persons.

However, the Company need not disregard a vote if:

it is cast by a person 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. APPROVE PROPOSED ISSUE OF SHARES AND OPTIONS – DRILLING CONTRACTOR

To consider, and if thought fi t, to pass the following resolution as an ordinary resolution of the Company:

“That for the purpose of Listing Rule 7.1 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the proposed issue by the Company of the shares and options, the terms of which are summarised in and to the party as specifi ed in Section 5 of the Explanatory Memorandum annexed to and forming part of this Notice of Meeting, be approved.”

The Company will disregard any votes cast on Resolution 5 by:

any of the proposed recipients of the shares and options identifi ed in Resolution 5 and a person who might obtain a benefi t, except a benefi t solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
an associate of any of those persons.

However, the Company need not disregard a vote if:

it is cast by a person 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

ARC EXPLORATION LIMITED ACN 002 678 640

6. APPROVE THE GRANT OF OPTIONS TO MR JOHN CARLILE

(MANAGING DIRECTOR)

To consider and, if thought fi t, pass the following as an ordinary resolution of the Company:

“That, for the purposes of Chapter 2E of the Corporations Act 2001 Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and all other purposes, the Company be authorised to issue to Mr John Carlile a total of nine million nine hundred and eighty six thousand two hundred and ninety eight (9,986,298) options to purchase fully paid ordinary shares in the capital of the Company, on the terms and for the purposes set out in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting.”

The company will disregard any votes cast on Resolutions 6 by Mr John Carlile and any of his associates.

However, the Company need not disregard a vote if:

it is cast by a person 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. APPROVE THE GRANT OF OPTIONS TO MR BRUCE WATSON

(NON-EXECUTIVE CHAIRMAN)

To consider and, if thought fi t, pass the following as an ordinary resolution of the Company:

“That, for the purposes of Chapter 2E of the Corporations Act 2001 Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and all other purposes, the Company be authorised to issue to Mr Bruce Watson a total of three million three hundred and twenty eight thousand seven hundred and sixty six (3,328,766) options to purchase fully paid ordinary shares in the capital of the Company, on the terms and for the purposes set out in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting.”

The company will disregard any votes cast on Resolutions 7 by Mr Bruce Watson and any of his associates.

However, the Company need not disregard a vote if:

it is cast by a person 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. APPROVE THE GRANT OF OPTIONS TO MR GEORGE TAHIJA (NON-EXECUTIVE DIRECTOR)

To consider and, if thought fi t, pass the following as an ordinary resolution of the Company:

“That, for the purposes of Chapter 2E of the Corporations Act 2001 Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and all other purposes, the Company be authorised to issue to Mr George Tahija a total of two million two hundred and nineteen thousand one hundred and seventy seven (2,219,177) options to purchase fully paid ordinary shares in the capital of the Company, on the terms and for the purposes set out in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting.”

The company will disregard any votes cast on Resolutions 8 by Mr George Tahija and any of his associates.

ARC EXPLORATION LIMITED NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT 2009

However, the Company need not disregard a vote if:

it is cast by a person 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Under section 224 of the Corporations Act 2001, a related party and its associates are not permitted to vote on a proposed resolution which confers a fi nancial benefi t upon them. For the purposes of the Corporations Act 2001 and Listing Rule 10.11, Mr George Tahija is a related party of the Company.

9. APPROVE THE GRANT OF OPTIONS TO MR ROBERT WILLCOCKS

(NON-EXECUTIVE DIRECTOR)

To consider and, if thought fi t, pass the following as an ordinary resolution of the Company:

“That, for the purposes of Chapter 2E of the Corporations Act 2001 Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and all other purposes, the Company be authorised to issue to Mr Robert Willcocks a total of two million two hundred and nineteen thousand one hundred and seventy seven (2,219,177) options to purchase fully paid ordinary shares in the capital of the Company, on the terms and for the purposes set out in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting.”

The company will disregard any votes cast on Resolution 9 by Mr Robert Willcocks and any of his associates.

However, the Company need not disregard a vote if:

it is cast by a person 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Under section 224 of the Corporations Act 2001, a related party and its associates are not permitted to vote on a proposed resolution which confers a fi nancial benefi t upon them. For the purposes of the Corporations Act 2001 and Listing Rule 10.11, Mr Robert Willcocks is a related party of the Company.

10. APPROVE THE GRANT OF OPTIONS TO SENIOR MANAGEMENT

To consider and, if thought fi t, pass the following as an ordinary resolution of the Company:

“That for the purpose of Listing Rule 7.1 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the proposed issue by the Company of twenty two million one hundred and ninety one thousand seven hundred and seventy three (22,191,773) options to the senior management of the Company as specifi ed in Section 10 of the Explanatory Memorandum annexed to and forming part of this Notice of Meeting, be approved.”

The company will disregard any votes cast on Resolution 10 by:

any of the proposed recipients of the Options identifi ed in Resolution 10 and a person who might obtain a benefi t, except a benefi t solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
an associate of any of those persons.

However, the Company need not disregard a vote if:

it is cast by a person 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated at Sydney, on the 6th day of November 2009

==> picture [101 x 42] intentionally omitted <==

By order of the Board Andrew J. Cooke Company Secretary

ARC EXPLORATION LIMITED ACN 002 678 640

Proxies

A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy or not more than two proxies to attended and vote instead of the shareholder.
Where two proxies are appointed:
- (i) a separate proxy Form, should be used to appoint each proxy;
- (ii) the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and if it does not do so the proxy may exercise half of the votes.
A shareholder can appoint any other person to be their proxy. A proxy need not be a shareholder of the Company. The proxy appointed can be described in the Proxy Form by an offi ce held eg “the Chair of the Meeting”.
In the case of shareholders who are individuals, the Proxy Form must be signed:
- (i) if the shares are held by one individual, by that shareholder;
- (ii) if the shares are held in joint names, by any one of them.
In the case of shareholders who are companies, the Proxy Form must be signed:
(i) if it has a sole director who is also sole secretary, by that director (and stating the fact next to, or under the signature on the Proxy Form);
(ii) in the case of any other company by either two directors or a director and secretary.

The use of the common seal of the company, in addition to those required signatures, is optional.

If the person signing the Proxy Form is doing so under a power of attorney, or is an offi cer of a company outside those referred to above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certifi ed copy of it), as well as the Proxy form, must be received by the Company by the time and at the place specifi ed below.
A Proxy Form accompanies this notice. To be effective, you proxy must be received by the Company no later than 48 hours before the time for the holding of the meeting:
(i) by facsimile : on 1 800 873 447 (with Australia) or +61 3 9473 2555 (from outside of Australia); or
(ii) by mail :
- Computershare Investor Services
- GPO Box 242 Melbourne
- Victoria 3001 Australia ; or
(iii) Lodge your vote Online : www.investorvote.com.au using the Control Number and your SRN/HIN which are provided on the front side of your Proxy Form.

Shareholders who are entitled to vote

In accordance with the Corporations Act 2001 (Cth) , the directors have determined that a person’s entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 7.00pm on Wednesday, 9 December 2009.

ARC EXPLORATION LIMITED NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT 2009

Explanatory Statement

IMPORTANT NOTICE

This Explanatory Statement contains an explanation of, and information about, each of the resolutions to be considered at the General Meeting. It is given to Arc Exploration Limited’s Shareholders to help them determine how to vote on the matters set out in the accompanying Notice of Meeting.

Shareholders should read this Explanatory Statement in full, because individual Sections may not give a comprehensive review of the proposals contemplated in this Explanatory Statement. This Explanatory Statement forms part of the accompanying Notice of Meeting and should be read with the Notice of Meeting.

Words or expressions used in the Notice of Meeting and in this Explanatory Statement are defi ned in the Glossary.

If you are in doubt about what to do in relation to the proposal, you should consult your fi nancial or other professional adviser.

RESOLUTION 1. APPROVAL OF PREVIOUS ISSUE OF SHARES – OCTOBER PLACEMENT

The Company allotted and issued 22,464,276 fully paid ordinary shares at 1.8 cents each on 7 October 2009 in respect of a placement which raised $404,357. The shares were issued as set out below:

	Number Shares
Party to whom Shares have been Issued @ 1.8 cents	Issued
Oakseal Pty Limited	1,500,000
Soothjet Pty Limited	1,000,000
Roscious Pty Ltd	2,222,221
Mrs Catherine Chow + Mr Jonas Matthew Chow	2,777,778
Ms Melanie Szeto	555,556
Sayers Investments (Act) Pty Limited	1,353,166
Mr Ian George Stuart + Mrs Lucy Mary Stuart	300,000
Mrs Melanie Mary Jewell	300,000
Tyche Investments Pty Ltd	3,000,000
Bond Street Custodians Limited	300,000
Bond Street Custodians Limited	280,000
Bond Street Custodians Limited	320,000
Dr Alastair Rowland Brown	3,000,000
Indriena Y. Basarah	1,388,889
Spyder B International Limited	4,166,666
Total Shares Issued @ 1.8 cents:	22,464,276

ASX Listing Rule 7.1 limits the number of equity securities that a company may issue without member approval to 15% of the issued capital of the company in any 12 month period (subject to certain exceptions).

ASX Listing Rule 7.4 allows an issue of securities to be subsequently approved by shareholders and treated as having been made with approval of shareholders for the purpose of ASX Listing Rule 7.1. The Company is seeking subsequent shareholder approval for the issue of shares under ASX Listing Rule 7.4 to refresh the Company’s capacity to issue up to 15% of its issued shares, if required, in the next 12 months without the need to obtain shareholder approval.

ARC EXPLORATION LIMITED ACN 002 678 640

All of the shares being the subject of this resolution are ordinary fully paid shares which rank equally with all of the Company’s existing ordinary fully paid up shares and are quoted on the ASX. It was a condition of the issue of these shares that the Company would also seek shareholder approval for the issue to each subscriber of one Option for each two shares subscribed for no further consideration. Please refer to Section 2 of this Explanatory Statement for further details.

The use or intended use of the funds raised was to advance the Company’s various exploration projects including Trenggalek and Bima and to provide working capital.

RESOLUTION 2. APPROVE PROPOSED ISSUE OF OPTIONS – PARTICIPANTS IN OCTOBER PLACEMENT

If the issue of the securities has the prior approval of the shareholders in accordance with the proposed resolution, the issue will not be included in the 15% limit on the Company to raise funds without shareholder approval.

The Company is seeking shareholder approval under ASX Listing Rule 7.1 for the proposed issue of the options as set out in the table below so that this number of securities is not included in the 15% calculation set out in ASX Listing Rule 7.1.

	Number Options
Party to whom Options are to be Issued	to be Issued
Oakseal Pty Limited	750,000
Soothjet Pty Limited	500,000
Roscious Pty Ltd	1,111,111
Mrs Catherine Chow + Mr Jonas Matthew Chow	1,388,889
Ms Melanie Szeto	277,778
Sayers Investments (Act) Pty Limited	676,583
Mr Ian George Stuart + Mrs Lucy Mary Stuart	150,000
Mrs Melanie Mary Jewell	150,000
Tyche Investments Pty Ltd	1,500,000
Bond Street Custodians Limited	150,000
Bond Street Custodians Limited	140,000
Bond Street Custodians Limited	160,000
Dr Alastair Rowland Brown	1,500,000
Indriena Y. Basarah	694,445
Spyder B International Limited	2,083,333
Total Options to be Issued:	11,232,139

The options are to be issued to each of those investors who participated in the Placement of Shares (referred to in Resolution 1) on 7 October 2009 which raised $404,357.

The options will be issued for no additional consideration on the basis on 1 option for every 2 shares applied for in the Placement of Shares on 7 October 2009.

The options will all be issued and allotted within three months of the date of the General Meeting.

The options to be issued will have an exercise price of 3.6 cents per shares exercisable on or before 31 January 2011. The options have the same terms as options being issued pursuant to the Rights Issue being undertaken by the Company and summarised on page 22 of the Rights Issue Prospectus dated 13 October 2009. The terms of the options are otherwise in accordance with the requirements of the Listing Rules of the Australian Securities Exchange.

The Company will apply to the ASX for quotation of the options to be issued.

ARC EXPLORATION LIMITED NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT 2009

RESOLUTION 3. APPROVAL OF DIRECTORS PARTICIPATION IN RIGHTS ISSUE SHORTFALL FACILITY / PLACEMENT OF SHORTFALL

On 7 October 2009 the Company announced a non-renounceable pro-rata rights issue (“Rights Issue”). The Rights Issue Prospectus was lodged with the ASIC and the ASX on 13 October 2009 and despatched to eligible shareholders on 27 October 2009. The Rights Issue was structured as follows:

A non-renounceable pro-rata entitlement offer to acquire one new share for every existing share (1 for 1) held in the Company to raise up to A$3.1 million;
The new shares were offered at 1.8 cents per share;
Shareholders who subscribe for their rights will be issued with one option for every 2 new shares subscribed for. The options are exercisable at 3.6 cents per share at any time until 31 January 2011;
The Rights Issue was not underwritten however shareholders were offered the opportunity to participate in any shortfall that may arise by applying for additional new shares (up to an aggregate maximum of 25 million new shares and a corresponding number of options) (“Shortfall Facility”).
In accordance with Listing Rule 7.2, Exception 3 of the Listing Rules, the Directors of the Company have reserved the right to issue the whole or any part of the Shortfall within 3 months of the date of the close of the Rights Issue at their discretion. The issue price will not be for less than 1.8 cents for each New Share with New Options attaching on the basis of 1 New Option for 2 New Shares.

The Company is seeking shareholder approval under ASX Listing Rule 10.11 to allow Directors (including those who are presently shareholders) to participate in the Shortfall Facility and/or the placement of the Shortfall. If shareholders approve the issue of options under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Mr. Bruce Watson and Mr. John Carlile are existing shareholders in the Company and have indicated that they intend to exercise their pro-rata entitlement to acquire shares with attaching options pursuant to the Rights Issue. Both Mr. Watson and Mr. Carlile have also indicated that they may wish to participate in the Shortfall Facility and/or the placement of the Shortfall.

Mr. Robert Willcocks is not an existing shareholder in the Company but has indicated that he may wish to participate in the placement of the Shortfall.

These Directors have advised the Company that they may wish to participate in the Shortfall Facility and/or the placement of the Shortfall up to the maximum number indicated in the table below:

	Maximum Number of Securities that Directors may be issued
Director	(over and above their entitlement if applicable)
Bruce Watson	Up to 5,020,000 shares with 2,510,000 attaching options
John Carlile	Up to 10,000,000 shares with 5,000,000 attaching options
Robert Willcocks	Up to 2,750,000 shares with 1,375,000 attaching options

Where these Directors have made application to participate in the Shortfall Facility and/or the placement of the Shortfall and paid the relevant subscription monies the shares and options will all be issued and allotted within one month of the date of the General Meeting.

The issue price for the shares and options to be issued to these Directors will be the same as the issue price applicable to the Rights Issue, being 1.8 cents per shares with the options attaching for no additional consideration on the basis of 1 option for every 2 new shares subscribed for.

The funds raised will form part of the aggregate amount raised by the Company pursuant to the Rights Issue and will be applied to exploring for gold in Indonesia. Initial exploration will be conducted on the Trenggalek Project which contains several outcropping gold mineralised veins and locally high-grade vein fl oat. Trenggalek has the potential to become a major new gold district containing multiple deposits. Drilling is expected to commence in early 2010. The funds may also be applied to regional and target defi nition work on the Company’s Bima Project, to new project generation and for working capital purposes.

ARC EXPLORATION LIMITED ACN 002 678 640

RESOLUTION 4. APPROVE PROPOSED OPTIONS PLACEMENT

The Company announced on 7 October 2009 that it would carry out a placement, subject to shareholder approval, of 75 million options with an exercise price of 3.6 cents and an expiry date of 31 January 2011 at an issue price of 0.2 cents to raise $150,000, before costs of the issue (“Options Placement”).

The Options Placement is being undertaken in conjunction with the Placement of Shares and Options referred to in Resolutions 1 and 2 above and the Rights Issue referred to in Resolution 3 above.

The Company is seeking shareholder approval of the Options Placement under ASX Listing Rule 7.1 so that this number of securities is not included in the 15% calculation set out in ASX Listing Rule 7.1.

The Options Placement will be made by way of excluded offers to investors and brokers who participate in the Share Placement/ Rights Issue, and who are determined by the Directors in their discretion. The options will all be issued and allotted within three months of the date of the General Meeting.

The Company will apply to the ASX for quotation of the options to be issued.

RESOLUTION 5. APPROVE PROPOSED ISSUE OF SHARES AND OPTIONS – DRILLING CONTRACTOR

On 7 October 2009 the Company announced that it had entered into a strategic alliance with PT Maxidrill Indonesia (“Maxidrill”) (a leading drilling contractor in Indonesia) to undertake a 5,000 metre diamond core drilling program at the Company’s Trenggalek Project at its own cost in exchange for shares and options in the Company.

The estimated value of the Drilling Agreement is up to US$825,000 (approximately A$900,000 at an exchange rate of .92).

Subject to shareholder approval (and certain pre-conditions referred to in the Drilling Agreement) the Company will pay for these drilling services by the issue of fully paid ordinary shares and options on the same pricing and terms referred to above in respect of the Placement and Rights Issue and for the value of the contract as it is performed.

The commencement date of the drilling is expected to be during the fi rst quarter of 2010 and will continue for a period of approximately 12 months with the possibility of drilling in two stages.

Payment for the drilling services shall be effected pursuant to the terms of a Share Payment Agreement. The Company, Maxidrill and Maxidrill Pte Ltd (“Maxidrill Singapore”) entered into a Share Payment Agreement on 6 October 2009. The Company and Maxidrill have agreed that Maxidrill will receive payment for the services performed by it pursuant to the Drilling Agreement by the issue of shares and options to Maxidrill Singapore or its nominee at the same issue price applicable to the Rights Issue, being 1.8 cents per share with the options attaching for no additional consideration on the basis of 1 option for every 2 new shares subscribed for.

Any shares issued to Maxidrill Singapore prior to 30 June 2010 will be voluntarily escrowed until 30 June 2010.

ARC EXPLORATION LIMITED NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT 2009

The Company is seeking shareholder approval of the shares and options to be issued to Maxidrill Singapore under ASX Listing Rule 7.1 so that such number of securities as may be issued within three months of the date of the General Meeting will not be included in the 15% calculation set out in ASX Listing Rule 7.1. Shares and options that may be issued to Maxidrill Singapore after 11 March 2010 pursuant to the Share Payment Agreement will be issued by the Company either within the Company’s 15% capacity in accordance with ASX Listing Rule 7.1. or subject to further shareholder approval at the Company’s Annual General Meeting which will be held in May 2010.

The number of shares to be issued with respect to each invoice will be the Australian dollar equivalent of any invoice calculated on the next business day following approval by the Company of the invoice, divided by 1.8 cents. The number of options shall be one for each two shares issued.

For the purposes of this resolution and the approval sought pursuant to ASX Listing Rule 7.1 only the maximum number of securities to be issued to Maxidrill Singapore within three months of the date of the General Meeting will be 16,000,000 shares (with 8,000,000 attaching options) assuming the following:

The maximum amount that may be invoiced for drilling services provided during this period is not expected to exceed US$250,000;
An exchange rate to the US$ of 0.8750

It is anticipated that additional shares and options will be issued to Maxidrill Singapore after 11 March 2010 pursuant to the Share Payment Agreement as described above. The Company may, by written notice to Maxidrill, elect to effect the payment of any invoice to Maxidrill pursuant to the Drilling Agreement in cash, where the Company determines that Maxidrill Singapore holds or would hold as a result of the issue of shares a relevant interest in more than 19.9% of the issued voting shares of the Company.

The Company will apply to the ASX for quotation of the shares and options.

RESOLUTIONS 6, 7, 8 & 9. APPROVE THE GRANT OF OPTIONS TO THE MANAGING DIRECTOR AND NON-EXECUTIVE DIRECTORS.

The issue of options to Mr John Carlile (Managing Director) and to Mr Bruce Watson, Mr George Tahija and Mr. Rob Willcocks (non-executive directors) is designed to align the interests of these parties with those of the Company and its shareholders and is intended to provide an incentive for each of them to further enhance the growth and value of the Company.

The Directors consider that the terms of the Options would be reasonable in the circumstances if the Company were dealing with the Directors at arms length.

Corporate Governance

The options to be issued to the Managing Director are in addition to the remuneration package payable by the Company to him. The ASX Corporate Governance Council Corporate Governance Principles and Recommendations (Box 8.1) recognise that most executive remuneration packages will involve a balance between fi xed and incentive pay. The options to be granted to the Managing Director constitute equity-based remuneration. The Board believes that these options are an effective tool to provide incentive to the Managing Director and to also promote the interests of the Company and its shareholders.

The options to be issued to the non-executive directors are in addition to the Directors Fees payable by the Company to each of them. The Board acknowledges that the issue of options to non-executive directors is a departure from the ASX Corporate Governance Corporate Governance Principles and Recommendations (Box 8.2).

Nevertheless, the Board considers the issue of the options to non-executive directors to be an effective means to compensate non- executive directors more adequately at no cash cost to the Company, allowing it to constrain the levels of fees otherwise payable to non-executive directors and to attract suitably skilled and qualifi ed persons to become and remain members of the Board.

Options on identical terms will also be offered to senior management and offi cers of the Company (refer Resolution 10 below) to also align the interests of these parties with those of the Company and its shareholders and to provide an incentive for each of them to further enhance the growth and value of the Company. Accordingly, the Board considers that the terms of the Options would be reasonable in the circumstances if the Company were dealing with each Director at arms length.

Terms and Conditions of the Options

Each option entitles the holder to subscribe for one ordinary share in the Company at a price of 3.6 cents being the same exercise price applicable to the options issued/to be issued in respect of the Placement and Rights Issue referred to herein. This exercise price represents a 6% premium over the Volume Weighted Average Price for the 12 months to 29 October 2009.

ARC EXPLORATION LIMITED ACN 002 678 640

The options will be issued for no consideration.
The options will have a grant date of 11 December 2009.
The options will have an expiry date of 11 December 2014.
The Company will not apply to the ASX for offi cial quotation of the options but will apply for granting of offi cial quotation of shares issued pursuant to exercise of the options.
Shares issued on the exercise of the options will rank equally with the then existing issued ordinary shares in the Company.
In the event of any reorganisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the options will be reorganised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain the same. In the event of the Company effecting a Rights Issue at a discount the exercise price of the options shall be adjusted in accordance with the formula in ASX Listing Rule 6.22.2.
Holders of options will not be entitled to participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising their options.
If a takeover bid is made for the shares of the Company then, at any time during the Takeover Period, the option holder may exercise each option at the exercise price, despite the fact that either it is then outside an exercise period specifi ed in the option or a performance hurdle specifi ed in the option has not yet been satisfi ed. “The Takeover Period” is from the start of the offer period until one month after the end of the offer period.
50% of the options shall vest on 1 July 2010 with the remaining 50% to vest on 1 July 2011 subject to the optionholder still being a Director of the Company as at the relevant vesting date. The options shall not expire by reason of the option holder subsequently resigning or ceasing to be a Director of the Company. The options shall also vest if a person becomes entitled to in excess of 30% of the shares in the company.

Directors Interests and Recommendations

Each of the Directors named in resolutions 6-9 has an interest in the outcome of the resolution in which they are named by reason of the benefi t that they will receive if each relevant resolution is passed, and therefore declines to make a recommendation to shareholders in relation to that resolution.

Your Directors (other than John Carlile) recommend that members vote in favour of Resolution 6. Your Directors (other than Mr Watson) recommend that members vote in favour of Resolution 7. Your Directors (other than Mr Tahija) recommend that members vote in favour of Resolution 8. Your Directors (other than Mr Willcocks) recommend that members vote in favour of Resolution 9.

Other Information that is reasonably required by the shareholders to make a decision and that is known to the Company or any of its Directors

If all of the Options to be issued under Resolutions 6-9 are exercised and no further shares are issued by the Company in the meantime (with the exception of shares to be issued to the Drilling Contractor pursuant to Resolution 5), the total number of ordinary fully paid shares issued would increase by 17,753,418 to 412,205,392 (post fully subscribed Rights Issue) and the newly issued shares would comprise 4.3% of the issued shares at that time and thus diluting the shareholding of existing shareholders by approximately 4.5% on an undiluted basis.

The following table sets out the current and post Rights Issue entitlement (both directly and indirectly) of the Directors to ordinary fully paid shares in the Company and their entitlement if they exercised all of the Options referred to in Resolutions 6-9, and no other shares are issued by the Company (with the exception of shares to be issued to the Drilling Contractor pursuant to Resolution 5).

			No. of Shares	% of Issued Capital**
	No. of Shares	No. of Shares	(post exercise of	(post exercise of
Director	(current)	(post Rights Issue*)	Directors Options)	Options)
John Carlile	1,238,782	12,477,564	22,463,862	5.45%
Bruce Watson	490,000	6,000,000	9,318,766	2.26%
George Tahija	10,597,474	10,597,474	12,816,651	3.11%
Robert Willcocks	0	2,750,000	4,969,177	1.21%

Assuming that John Carlile and Bruce Watson exercise their rights and that each of John Carlile, Bruce Watson and Robert Willcocks participate to the maximum extent in the Shortfall as contemplated in this Notice of Meeting.
** Assuming that 50,000,000 shares have been issued to the Drilling Contractor as contemplated in Resolution 5.

ARC EXPLORATION LIMITED NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT 2009

The Directors currently hold no other options in the Company with the exception of:

Options that they may have received by participation in the Rights Issue, the Shortfall Facility or the placement of the Shortfall; and
ARXO listed options (which are exercisable at 75 cents at any time prior to 30 June 2012).

Details of other remuneration received by the Directors during the fi nancial year ended 31 December 2008 and disclosed in the 2008 Annual Report are as follows:

Name	Short-term benef ts Post-employment benef ts Cash Salary and Fees $ Non- monetary Benef ts $ Super- annuation $ Retirement Benef ts $ Termination Benef ts $	Share Based Payments Options(b) $ Total $
2008 Executive Director
John Carlile(a) 123,799 – – – –		27,014 150,813

(a) Mr. Carlile was appointed Managing Director on 14 January 2008. Mr. Carlile’s salary was paid by Arc Exploration Limited up until 30 June 2008. With Mr. Carlile being resident in Jakarta on a full-time basis he commenced being paid directly by an Indonesian subsidiary of Arc Exploration Limited from 1 July 2008. For reporting purposes the combined amounts are disclosed in the Group table below.

(b) For the options issued during 2008 the fair value of options at issue date was determined by the Directors having regard to an independent valuation completed by Mr. G. Clegg, CA, in accordance with AASB2 “Share-based Payment”. For options issued prior to 2008, the fair value of options at issue date was determined by the Directors having regard to an independent valuation completed by WHK Corporate Advisory Limited in accordance with AASB2 “Share-based Payment”.

2008	Directors Fees	Superannuation	Options(e)	Total
Name	$	$	$	$
Bruce Watson(a)	45,000	4,050	21,750	70,800
George Tahija(c)	–	–	21,750	21,750
Robert Willcocks(d)	–	15,195	–	15,195
Total	45,000	19,245	43,500	107,745

(a) Consulting fees of $25,500 were paid to Cubic Corporate Advisory Pty Limited, of which Mr. Watson is Managing Director.

(b) Mr. Tahija has waived his entitlement to directors’ fees, and no amounts were paid to Mr. Tahija for the provision of his services during the year.

(d) The fair value of options at issue date was determined by the Directors having regard to an independent valuation completed by Mr. G. Clegg, CA, in accordance with AASB2 “Share-based Payment”.

The lowest and highest price of shares in the Company in the past 12 months on the ASX was 1.1 cents on 10 & 13 March 2009 and 5.5 cents on the 7 October 2009 respectively.

The closing price of shares in the Company on 30 October 2009, being the last trading day before the Notice of General Meeting and Explanatory Statement were submitted to the Australian Securities and Investments Commission for its review and approval was 3.0 cents.

ARC EXPLORATION LIMITED ACN 002 678 640

It is a requirement of ASIC that a dollar value be placed on the Options to be issued in these circumstances. Black & Scholes methodology has been used to value the Options. In determining the value of the Options, the following inputs have been assumed:

	Directors Options
Consideration for grant	Nil
Vesting	Tranche 1: – 50% upon 1 July 2010
	Tranche 2: – 50% upon 1 July 2011
exercise price	$0.036
grant date	11 December 2009
expiry date	11 December 2014
Adjusted 60 day average share price at date of f nalising the Notice of Meeting	$0.0229
& Explanatory Statement
price volatility of the company’s shares	14.4%
(calculated over 12 month period)
expected dividend yield	0.00%
risk-free interest rate	3.75%

Based on the above, the value of the Director Options to be issued are as follows:

Tranche 1 – $0.00074; and
Tranche 2 – $0.00039

Accordingly the value of the proposed option payments to each director will be:

	Total Number of Options	Total Value of Options
Director	to be issued	to be issued
John Carlile	9,986,298	$5,642
Bruce Watson	3,328,766	$1,881
George Tahija	2,219,177	$1,254
Robert Willcocks	2,219,177	$1,254

The total balance sheet and earnings impact attributable to the granting of these options is $10,031 over the period in which the options vest.

From an economic and commercial point of view the Board considers that the potential cost and detriment to the Company resulting from the granting of these Options is nominal given that the Options only vest upon the passage of time and that Directors must subscribe $639,123 to the Company in order to exercise these options. Furthermore, the Board considers it important to adequately compensate Executive Directors and non-executive directors in order to attract and retain such people with appropriate qualifi cations and skills to be able to contribute to the success of the Company.

In determining the number and terms of the options to be issued to each Director, consideration was given to the relevant experience and role of each Director, each Director’s overall remuneration terms, the current market price of shares in the Company and the terms of the Options being granted to participants in the Placement, Options Placement and Rights Issue referred to herein

ASX Listing Rules

ASX Listing Rule 10.11 provides that a company must not issue equity securities to a related party of the company, such as a director, without the company obtaining the approval by ordinary resolution of its shareholders. The Company is seeking approval of shareholders under ASX Listing Rule 10.11 to allow the Company to issue these options (up to a maximum of 17,753,418 options in aggregate) to Mr John Carlile, Mr Bruce Watson, Mr George Tahija and Mr. Robert Willcocks. If shareholders approve the issue of options under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

The Options will be issued for no cost and no funds will be raised from the issue of the options unless and until they are exercised. The amount of funds raised from the exercise of all of the options the subject of Resolutions 6-9 will amount to a total of approximately $639,123. If such options are exercised these funds will form part of the working capital of the Company.

ARC EXPLORATION LIMITED NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT 2009

No other shares or options have been issued to directors of the Company pursuant to any share or option incentive scheme in the past 12 months.

Subject to the approval of resolutions 6-9 the issue of a maximum of seventeen million seven hundred and fi fty three thousand four hundred and eighteen (17,753,418) options, as referred to in these resolutions, will be issued to the Directors (effective as at the date of this meeting) as soon as practicable after the date of the meeting and in any event within one month.

RESOLUTION 10. APPROVE THE PROPOSED GRANT OF OPTIONS TO SENIOR MANAGEMENT

In addition to the options to be granted to Directors referred to above, the Board proposes to issue an aggregate of 22,191,773 options to senior management and offi cers of the Company.

These options are to be granted to further align the interests of the Company’s senior management and offi cers with those of the Company and its shareholders and to provide an incentive for each of them to further enhance the growth and value of the Company.

The options to be granted to senior management and offi cers of the Company shall be on the same terms as those to be issued to Directors (refer Resolutions 6-9) and as set out below:

Each option entitles the holder to subscribe for one ordinary share in the Company at a price of 3.6 cents being the same exercise price applicable to the options issued/to be issued in respect of the Placement and Rights Issue referred to herein. This exercise price represents a 58% premium over the adjusted 60 day average share price at the date of fi nalising the Notice of Meeting & Explanatory Statement.
The options will be issued for no consideration.
The options will have a grant date of 11 December 2009.
The options will have an expiry date of 11 December 2014.
The Company will not apply to the ASX for quotation of the options but will apply for granting of quotation of shares issued pursuant to exercise of the options.
Shares issued on the exercise of the options will rank equally with the then existing issued ordinary shares in the Company.
In the event of any reorganisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the options will be reorganised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain the same. In the event of the Company effecting a Rights Issue at a discount the exercise price of the options shall be adjusted in accordance with ASX Listing Rules.
Holders of options will not be entitled to participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising their options.
If a takeover bid is made for the shares of the Company then, at any time during the Takeover Period, the option holder may exercise each option at the exercise price, despite the fact that either it is then outside an exercise period specifi ed in the option or a performance hurdle specifi ed in the option has not yet been satisfi ed. “The Takeover Period” is from the start of the offer period until one month after the end of the offer period.
50% of the options shall vest on 1 July 2010 with the remaining 50% to vest on 1 July 2011 subject to the optionholder still being a manager or offi cer of the Company as at the relevant vesting date. The options shall not expire by reason of the option holder subsequently resigning or ceasing to be a manager or offi cer of the Company. The options shall also vest if a person becomes entitled to in excess of 30% of the shares in the company.

The Company is seeking shareholder approval of the issue of 22,191,773 options to senior management and offi cers of the Company under ASX Listing Rule 7.1 so that this number of securities is not included in the 15% calculation set out in ASX Listing Rule 7.1.

ARC EXPLORATION LIMITED ACN 002 678 640

The grant of options will be effected by the Board to senior management and offi cers of the Company as set out below:

Senior Manager/Off cer	Number of Options
Brad Wake – Exploration Manager	6,657,532
Cahyono Halim – Chief Financial Off cer	6,657,532
Andrew Cooke – Company Secretary	6,657,532
Tony Nadalin – Financial Controller	2,219,177
TOTAL:	22,191,773

The Options will be issued for no cost and no funds will be raised from the issue of the options unless and until they are exercised. The amount of funds raised from the exercise of these options will amount to approximately $798,904. If such options are exercised these funds will form part of the working capital of the Company.

The options will all be issued and allotted within three months of the date of the General Meeting.

==> picture [139 x 83] intentionally omitted <==

Lodge your vote:

==> picture [16 x 15] intentionally omitted <==

Online:

www.investorvote.com.au

==> picture [16 x 13] intentionally omitted <==

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 ARX MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online 24 hours a day, 7 days a week:

www.investorvote.com.au

==> picture [9 x 352] intentionally omitted <==

Your secure access information is: Cast your proxy vote Control Number: 999999 Review and update your securityholding SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

==> picture [16 x 11] intentionally omitted <==

For your vote to be effective it must be received by 10.30am (Sydney time) Wednesday, 9 December 2009

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form

==> picture [15 x 12] intentionally omitted <==

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==

I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I 9999999999 I ND

==> picture [15 x 16] intentionally omitted <==

Proxy Form

Please mark to indicate your directions

==> picture [57 x 16] intentionally omitted <==

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of ARC Exploration Limited hereby appoint

==> picture [16 x 12] intentionally omitted <==

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

==> picture [19 x 19] intentionally omitted <==

the Chairman OR of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Arc Exploration Limited to be held at Mantra Chatswood, 10 Brown Street, Chatswood NSW on Friday, 11 December 2009 at 10.30am and at any adjournment of that meeting.

Important for Items 3,6,7,8 & 9: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 3,6,7,8 & 9 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 3,6,7,8 & 9 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of items 3,6,7,8 & 9 of business.

==> picture [19 x 19] intentionally omitted <==

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

==> picture [57 x 15] intentionally omitted <==

==> picture [16 x 12] intentionally omitted <==

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

==> picture [88 x 23] intentionally omitted <==

1.	Approval of Previous Issue of Shares - October Placement
2.	Approve Proposed Issue of Options - Participants in October Placement
3.	Approval of Directors participation in Rights Issue Shortfall Facility / Placement of Shortfall
4.	Approve Proposed Options Placement
5.	Approve Proposed Issue of Shares and Options – Drilling Contractor
6.	Approve the Grant of Options to Mr John Carlile (Managing Director)
7.	Approve the Grant of Options to Mr Bruce Watson (Non-Executive Chairman)
8.	Approve the Grant of Options to Mr George Tahija (non-Executive Director)
9.	Approve the Grant of Options to Mr Robert Willcocks (Non-Executive Director)
10.	Approve the Grant of Options to Senior Managment

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

==> picture [57 x 15] intentionally omitted <==

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date

==> picture [15 x 15] intentionally omitted <==

==> picture [97 x 17] intentionally omitted <==

==> picture [16 x 15] intentionally omitted <==

Date / /

9 9 9 9 9 9 A

A R X

AI assistant

CYPRIUM METALS LIMITED — Proxy Solicitation & Information Statement 2009

64744_rns_2009-11-10_fc87f681-c0c2-4991-9a55-780974849a18.pdf

Notice of General Meeting

NOTICE is given that a General Meeting of the Company will be held at: Mantra Chatswood, 10 Brown Street, Chatswood at 10.30am on Friday, 11 December 2009.

1. APPROVAL OF PREVIOUS ISSUE OF SHARES

– OCTOBER PLACEMENT

2. APPROVE PROPOSED ISSUE OF OPTIONS – PARTICIPANTS IN OCTOBER PLACEMENT

3. APPROVAL OF DIRECTORS PARTICIPATION IN RIGHTS ISSUE SHORTFALL FACILITY / PLACEMENT OF SHORTFALL

4. APPROVE PROPOSED OPTIONS PLACEMENT

5. APPROVE PROPOSED ISSUE OF SHARES AND OPTIONS – DRILLING CONTRACTOR

6. APPROVE THE GRANT OF OPTIONS TO MR JOHN CARLILE

(MANAGING DIRECTOR)

7. APPROVE THE GRANT OF OPTIONS TO MR BRUCE WATSON

(NON-EXECUTIVE CHAIRMAN)

8. APPROVE THE GRANT OF OPTIONS TO MR GEORGE TAHIJA (NON-EXECUTIVE DIRECTOR)

9. APPROVE THE GRANT OF OPTIONS TO MR ROBERT WILLCOCKS

(NON-EXECUTIVE DIRECTOR)

10. APPROVE THE GRANT OF OPTIONS TO SENIOR MANAGEMENT

Proxies

Shareholders who are entitled to vote

Explanatory Statement

IMPORTANT NOTICE

RESOLUTION 1. APPROVAL OF PREVIOUS ISSUE OF SHARES – OCTOBER PLACEMENT

RESOLUTION 2. APPROVE PROPOSED ISSUE OF OPTIONS – PARTICIPANTS IN OCTOBER PLACEMENT

RESOLUTION 3. APPROVAL OF DIRECTORS PARTICIPATION IN RIGHTS ISSUE SHORTFALL FACILITY / PLACEMENT OF SHORTFALL

RESOLUTION 4. APPROVE PROPOSED OPTIONS PLACEMENT

RESOLUTION 5. APPROVE PROPOSED ISSUE OF SHARES AND OPTIONS – DRILLING CONTRACTOR

RESOLUTIONS 6, 7, 8 & 9. APPROVE THE GRANT OF OPTIONS TO THE MANAGING DIRECTOR AND NON-EXECUTIVE DIRECTORS.

Corporate Governance

Terms and Conditions of the Options

Directors Interests and Recommendations

Other Information that is reasonably required by the shareholders to make a decision and that is known to the Company or any of its Directors

ASX Listing Rules

RESOLUTION 10. APPROVE THE PROPOSED GRANT OF OPTIONS TO SENIOR MANAGEMENT

Lodge your vote:

Online:

By Mail:

For all enquiries call:

Proxy Form

www.investorvote.com.au

How to Vote on Items of Business

Signing Instructions for Postal Forms

Appointment of Proxy

Attending the Meeting

A proxy need not be a securityholder of the Company.

GO ONLINE TO VOTE, or turn over to complete the form

I9999999999

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of ARC Exploration Limited hereby appoint

Items of Business

Signature of Securityholder(s) This section must be completed.

More from CYPRIUM METALS LIMITED

CYPRIUM METALS LIMITED Proxy Solicitation & Information Statement 2009