CZR RESOURCES LTD — AGM Information 2011

Oct 30, 2011

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COZIRON RESOURCES LIMITED

(ACN 112 866 869)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Annual General Meeting to be held at the offices Trident Capital, Level 24, 44 St George’s Terrace, Perth, Western Australia on 30 November 2011 commencing at 1.30pm (WST).

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

COZIRON RESOURCES LIMITED

ACN 112 866 869

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Coziron Resources Limited will be held at the offices of Trident Capital, Level 24, 44 St George’s Terrace, Perth, Western Australia on 30 November 2011 commencing at 1.30pm (WST).

ORDINARY BUSINESS

1. Financial Statements and Reports

To receive and consider the annual financial reports, together with the Directors’ and auditor’s reports, for the financial year ending 30 June 2011.

2. Resolution 1 – Approval of Remuneration Report

To consider and, if thought fit, pass the following advisory only resolution

“That, for all purposes, Shareholders approve the Remuneration Report for the year ending 30 June 2011.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion

A vote in respect of Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member, unless (c) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and (d) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

3. Resolution 2 – Re-election of Mr Kwong Choon (Eddie) Soong as a Director

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

“That, in accordance with the Company’s Constitution and for all other purposes, Mr Kwong Choon Soong, who retires by rotation under Clause 11.3 of the Company’s Constitution and, being eligible, offers himself for re-election as a Director of the Company”.

4. Resolution 3 – Remuneration of Non-Executive Directors

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

“That, for the purposes of section 202A(1) of the Corporations Act and for all other purposes, the Company be authorised to set the maximum aggregate remuneration payable to non-executive directors in any financial year at $250,000.”

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Notice of Annual General Meeting

COZIRON RESOURCES LIMITED ACN 112 866 869

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.

Proxies

Please note that:

• (a) a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company;

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on 28 November 2011. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

Enquiries

Shareholders may contact the Company on (+61 8) 6211 5099 if they have any queries in respect of the matters set out in these documents.

By Order of the Board of Directors

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Stephen Hewitt-Dutton Company Secretary

Dated this 21st day of October 2011

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Notice of Annual General Meeting

COZIRON RESOURCES LIMITED

ACN 112 866 869

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

Explanatory Notes on Ordinary Business

Item 1 - Annual Financial Report

General Information Relevant to Item 1

The Corporations Act requires the reports of the Directors and of the Company’s auditor and the annual financial report, including the financial statements, to be put before the Annual General Meeting and the Constitution provides for those reports and statements to be received and considered at the Annual General Meeting. Neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the reports or statements. However, Shareholders will be given an opportunity to raise questions on the reports and statements at the Annual General Meeting.

Item 2 - Approval of Remuneration Report (Resolution 1)

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a resolution that the Remuneration Report be adopted must be put to the vote. Resolution 1 seeks this approval.

In accordance with section 250R(3) of the Corporations Act, Shareholders should note that resolution 1 is an “advisory only” resolution which does not bind the Directors of the Company.

Following consideration of the Remuneration Report, the Chairman, in accordance with section 250SA of the Corporations Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

From 1 July 2011, the Corporations Act has been amended so that if the resolution to approve the Remuneration Report receives “no” votes of 25% or more at two successive annual general meetings of the Company, the Shareholders will be required to vote at the second of those annual general meetings on a resolution (“spill resolution”) that another general meeting be held within 90 days at which all of the Directors (except the Managing Director) must stand for re-election.

The recent amendments to the Corporations Act have also included new restrictions on the Chairperson, Key Management Personnel and any Closely Related Parties of them from voting on a Remuneration Report.

If you elect to appoint the Chairperson, any Key Management Person or any Closely Related Party as your proxy to vote on this Resolution 1, you must direct that proxy how they are to vote . If you do not direct the Chairperson, Key Management Person or Closely Related Party how to vote as your proxy on this Resolution 1, they will be prohibited from exercising your vote and your vote will not be counted in relation to this Resolution.

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Notice of Annual General Meeting

COZIRON RESOURCES LIMITED

ACN 112 866 869

Item 3 – Re-election of Director (Resolution 2)

Resolution 2 is an ordinary resolution.

Clause 11.3 of the Constitution requires that at every Annual General Meeting, one third of the directors must retire, but are eligible for re-election at that Annual General Meeting.

Accordingly, Mr Kwong Choon (Eddie) Soong retires by rotation at the Annual General Meeting and, being eligible, he offers himself for re-election as a Director.

Mr Soong was previously General Manager of Malaysia Airlines based in Perth, Australia. He has worked with the airline for over 25 years as a senior manager, and also as Director of Industrial Relations. His qualifications include a Bachelor of Arts Degree. Mr. Soong is currently a Director of 2 private limited companies involved in information technology.

The Directors recommend that Shareholders vote in favour of Resolution 2 to reappoint Mr Soong as a Director.

Item 4 – Remuneration of Non-Executive Directors (Resolution 3)

Resolution 3 is an ordinary resolution.

Clause 11.15 of the Constitution provides that any increase to the maximum amount of the remuneration payable to Directors of the Company is to be determined by the Shareholders in General Meeting.

The current maximum amount of remuneration payable in each financial year to Directors is $150,000, as approved by shareholders at a previous general meeting.

This resolution seeks Shareholder approval to set the maximum fees payable in each financial year at $250,000 in aggregate, to be apportioned between them as determined by Board Resolution, or in the absence of a resolution, equally between them.

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Notice of Annual General Meeting

ACN 112 866 869

COZIRON RESOURCES LIMITED

Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

AGM means Annual General Meeting. Associate means a party so described by section 10 – 17 of the Corporations Act. ASX ASX Limited (ACN 098 624 691). WST Western Standard Time. Board Board of Directors. Chairman means Mr Adam Sierakowski. Closely Related Party means a closely related party of a member of Key Management Personnel as defined in Section 9 of the Corporations Act, being:

• (a) a spouse or child of the member;

• (b) a child of that member’s spouse;

• (c) a dependant of that member or of that member’s spouse; (d) anyone else who is one of that member’s family and may be expected to influence that member, or be influenced by that member, in that member’s dealings with the Company;

• (e) a company that is controlled by that member; or

• (f) any other person prescribed by the regulations.

Constitution	Constitution of the Company.
Company	Coziron Resources Limited (ACN 112 866 869)
Corporations Act	Corporations Act 2001 (Cth).
Director	Director of the Company.
Explanatory Statement	the Explanatory Statement accompanying the Notice of Annual
	General Meeting.
Key Management Personnel	means the key management personnel of the Company as
	defined in Section 9 of the Corporations Act and Australian
	Accounting Standards Board accounting standard 124, being
	those persons having authority and responsibility for planning,
	directing and controlling the activities of the Company, directly
	or indirectly, including any Director (whether executive or
	otherwise).
Listing Rules	the listing rules of ASX.
Meeting	means this Annual General Meeting.
Notice of Annual General Meeting	the Notice of Annual General Meeting accompanying the
	Explanatory Statement.
Related Party	means a party so defined by section 288 of the Corporations
	Act
Share/s	ordinary fully paid shares in the capital of the Company.
Shareholder	means a shareholder of the Company.

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Notice of Annual General Meeting

COZIRON RESOURCES LIMITED ACN 112 866 869 PROXY FORM

The Directors Coziron Resources Limited (ACN 112 866 869)

Contact Telephone Number

Contact Name (if different from above)

Appointment of Proxy

I/We being a shareholder/s of Coziron Resources Limited and entitled to attend and vote hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the Annual General Meeting of the Company to be held at the offices of Trident Capital, level 24, 44 St George’s Terrace, Perth, Western Australia on 30 November 2011 at 1.30pm (WST) and at any adjournment of that meeting.

IMPORTANT:

The Chairman of the meeting In respect of Resolutions 2 and 3, if the Chairman of the meeting is your proxy, or if appointed your proxy by default (mark with an ‘X’) and you do not wish to direct him/her how to vote on any of these Resolutions, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on those Resolutions (for which you have not given a direction) even if he/she has an interest in the outcome of the Resolutions and that votes cast by him/her, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote on any of these Resolutions, the Chairman of the meeting will not cast your votes on the Resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of each Resolution.

The Chairman, any Key Management Person or a Closely Related Party is not permitted to vote undirected proxies on Resolution 1. Accordingly, if the Chairman, any Key Management Person or a Closely Related Party is your proxy (by appointment or default) and you fail to provide a voting direction in respect of Resolution 1 in step 2 (below), your vote will not be cast.

OR

If the person you are appointing as your proxy is someone other than the Chairman of the meeting: Write the name of that person in the box below.

Write the name of that person in the box below.
			You	must specify the % of your votes
		%	that you authorise your proxy to exercise if:
If you hold 2 or more Shares in Coziron Resources Limited, you may appoint a second proxy: Write the name of your second proxy in the box below.			(a)	you have only appointed 1 proxy and do not want him/her to
				exercise all of your votes; or
		%	(b)	if you have appointed 2 proxies
				under this proxy form.

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the Annual General Meeting of the Company to be held at the offices of Trident Capital, level 24, 44 St George’s Terrace, Perth, Western Australia on 30 November 2011 at 1.30pm (WST) and at any adjournment of that meeting.

Voting directions to your proxy - Please mark only one of the boxes with an “X” for each resolution to indicate your directions.

Ordinary Business For Against Abstain

Resolution	1.	Approval of Remuneration report
Resolution	2.	Re-Election of Mr Kwong Choon (Eddie) Soong
Resolution	3.	Increase in maximum Director remuneration to $250,000

If you mark the “Abstain” box with an “x” for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemente

Individual or Shareholder 1 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder 3
		Director/Company Secretary

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Notice of Annual General Meeting – Proxy Form

ACN 112 866 869

COZIRON RESOURCES LIMITED

How to complete this Proxy Form

1 Your Name and Address

This is the name and address on the Share Register of Coziron Resources Limited. If the information is incorrect, shareholders should advise the Company of any changes required. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

3 Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

Please note the Chairman, a member of Key Management Personnel or a Closely Related Party is not permitted to vote undirected proxies on your behalf in relation to Resolution 1. Therefore, if the Chairman, a member of Key Management Personnel or a Closely Related Party is your proxy (by appointment or default) and you wish to vote on Resolution 1, you MUST provide a voting direction by marking the applicable box beside Resolution 1 in step 2 of the Proxy Form.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy please write the name of that person.

To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the
	company’s share registry. If you have not previously lodged this document for
	notation, 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 indicate the office held by signing in the
	appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received by the Company by post at Coziron Resources Limited, PO Box Z5183, Perth WA 6831 or facsimile at (+61 8) 9218 8875 not later 48 hours before the commencement of the meeting (i.e. no later than 1.30pm (WST) on 28 November 2011). Any Proxy Form received after that time will not be valid for the scheduled meeting.

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Notice of Annual General Meeting – Proxy Form