CZR RESOURCES LTD — AGM Information 2012

Oct 29, 2012

==> picture [112 x 52] intentionally omitted <==

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 9.00am (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 2012 commencing at 9.00pm (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 2012.

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 2012.”

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 Adam Sierakowski 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 Adam Sierakowski, 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”.

COZIRON RESOURCES LIMITED

ACN 112 866 869

4. Resolution 3 – Ratification of issue of Shares under Placement

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

“That for the purpose of Listing Rule 7.4 and for all other purposes, approval is given to ratify the prior issue of 20,670,000 Shares to Sophisticated and Professional Investors under the Placement 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 participated in the issue the subject of this resolution and any person associated with those persons. However, the Company need not disregard any 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. Resolution 4 – Approval of 10% Placement Facility

To consider and, if thought fit, pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on Resolution 3 by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 3 is passed.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• (b) it is cast by the Chairman 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.

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

ACN 112 866 869

COZIRON RESOURCES LIMITED

• (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

==> picture [176 x 65] intentionally omitted <==

Stephen Hewitt-Dutton Company Secretary

Dated this 23rd day of October 2012

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.

Item 1 - Annual Financial Report

General Information Relevant to Item 1

The 2012 Annual Report, Directors’ reports and auditor’ reports for the Company for the year ended 30 June 2012 will be laid before the Annual General Meeting.

There is no requirement for Shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments about these reports and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions about the:

• conduct of the audit;

• preparation and content of the auditor’s report;

• accounting policies adopted by the Company in relation to the preparation of the financial statements; or

• independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about the content of the auditor’s reports of the conduct of the audit may be submitted no later than 5 Business Days before the Annual General Meeting date to the Company Secretary at c/o Trident Capital Level 24, 44 St Georges Terrace Perth WA 6000, or by facsimile on (08) 9218 8875.

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.

However, 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 or 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.

Section 250V of the Corporations Act provides 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

ACN 112 866 869

COZIRON RESOURCES LIMITED

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.

Section 250R of the Corporations Act restricts the Chairperson, Key Management Personnel and any Closely Related Parties of them from voting on a Remuneration Report.

Section 250R(4) of the Corporations Act prohibits any votes on this resolution being cast by Key Management Personnel or a Closely Related Party, whose remuneration details are disclosed in the Remuneration Report. This prohibition extends to undirected proxy votes to be cast by the Chairman. In this regard, you should specifically note that if you indicate on the Proxy Form that you do not wish to specify how your proxy should vote on Resolution 1, you will be deemed to have expressly directed the Chairman to cast your votes in favour of Resolution 1.

What this means for Shareholders: If you wish to appoint the Chairman as your proxy but do NOT want your votes to be cast in favour of Resolution 1, you must indicate your voting intention by marking either “against” or “abstain” on Resolution 1 in the Proxy Form.

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 Adam Sierakowski retires by rotation at the Annual General Meeting and, being eligible, he offers himself for re-election as a Director.

Adam Sierakowski is a lawyer and director of the legal firm Price Sierakowski. He has over 17 years’ experience in legal practice, much of which he has spent as a corporate lawyer consulting and advising on a range of transactions to a variety of large private and listed public entities. He is the co-founder and director of Perth based corporate advisory business, Trident Capital. Mr Sierakowski has held a number of board positions with ASX listed companies. He is a member of the Australian Institute of Company Directors and the Association of Mining and Exploration Companies.

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

Item 4 – Ratification of issue of Shares under Placement (Resolution 3)

Resolution 3 is an ordinary resolution.

On 20 September 2012 the Company announced that it had successfully raised $2,067,000 by issuing 20,670,000 Shares at $0.10 per Share to sophisticated and professional investors under Section 708A(5) of the Corporations Act.

Shareholder approval is sought to ratify the 20,670,000 Shares previously issued under the Placement and referred to in Resolution 3.

Listing Rules

Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant here) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 provides that an issue of securities by a company made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the Company’s shareholders subsequently approve

COZIRON RESOURCES LIMITED

ACN 112 866 869

it. Such approval replenishes the company’s 15% capacity and enables it to issue further securities up to that limit. Accordingly, if Resolution 3 is approved, the Shares issued under the Tranche 1 Placement will not be included in the Company’s 15% calculation for the purposes of Listing Rule 7.1.

Listing Rule 7.5 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 3 for the purposes of Listing Rule 7.4:

1. Number of Securities allotted

A total of 20,670,000 Shares were issued.

2. The price at which the Securities were issued

The Shares had an issue price $0.10 per share

3. The terms of the Securities

The Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue.

4. Names of the allottees or the basis on which the allottees were determined

The Shares under the Placement were issued to sophisticated or professional investors under section 708A(5) of the Corporations Act, being clients of Trident Capital Pty Ltd, who were not related parties of the Company

5. The use of (or intended use) of the funds raised

The funds raised from the issue of the Shares under the Placement are to be used by the Company in the exploration of the Yarraloola, Buddadoo and KingX projects recently acquired, and for working capital.

Item 5 – Resolution 4 – Approval of 10% Placement Facility

1. General

Listing Rule 7.1A enables eligible entities to issue Equity Securities totalling up to 10% of its issued share capital through placements over a 12 month period after the entity’s annual general meeting (“ 10% Placement Facility ”). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 4.2(c) below).

The Board believes that Resolution 4 is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution.

COZIRON RESOURCES LIMITED

ACN 112 866 869

2. Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of this Notice of Annual General Meeting, the only Equity Securities that the Company has on issue are its 975,143,654 Shares.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A is the number of shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

Note that “A” has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D

• is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 2(c) above).

COZIRON RESOURCES LIMITED

ACN 112 866 869

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX (“ 10% Placement Period ”).

3. Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 ASX trading days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

COZIRON RESOURCES LIMITED ACN 112 866 869

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable A in Listing Rule 7.1A.2			Dilution
		$0.045 50% decrease in Market Price	$0.09 Current Market Price	$0.18 100% increase in Market Price
	10% Voting Dilution	97,514,365 Shares	97,514,365 Shares	97,514,365 Shares
Current Variable A 975,143,654
	Funds raised	$4,388,146	$8,776,293	$17,552,586
	10% Voting Dilution	146,271,548 Shares	146,271,548 Shares	146,271,548 Shares
50% increase in current Variable A 1,462,715,481
	Funds raised	$6,582,220	$13,164,439	$26,328,879
	10% Voting Dilution	195,028,731 Shares	195,028,731 Shares	195,028,731 Shares
100% increase in current Variable A 1,950,287
	Funds raised	$8,776,293	$17,552,586	$35,105,172

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

2. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

3. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

4. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

5. The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

6. The issue price is $0.09, being the closing price of the Shares on ASX on 22 October 2012.

7. (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).

8. (d)

The Company may seek to issue the Equity Securities for the following purposes:

• (i) non-cash consideration for the acquisition of new resource assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

COZIRON RESOURCES LIMITED

ACN 112 866 869

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards the exploration activities at its existing projects and/or for acquisition of new assets or investments (including expenses associated with such acquisition) and general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the purpose of the issue;

• (ii) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which existing security holders can participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice of Annual General Meeting but are likely to be investors which are sophisticated or professional investors (or both) for the purposes of section 708 of the Corporations Act.

If the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

• (e) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• (f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

ACN 112 866 869

COZIRON RESOURCES LIMITED

Glossary

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

10% Placement Facility	has the meaning given in section 4.1 of the Explanatory Statement.
10% Placement Period	has the meaning given in section 4.2(f) of the Explanatory Statement.
AGM or Annual General Meeting	means the annual general meeting convened by this Notice of Annual
	General Meeting.
Annual Report	the annual report of the Company for the financial year ended 30 June
	2012.
Associate	means a party so described by section 10 – 17 of the Corporations
	Act.
ASX	ASX Limited (ACN 098 624 691) trading as the Australian Securities
	Exchange.
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.
Equity Securities	has the meaning given in the Listing Rules.
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
Remuneration Report	the section of the Annual Report entitled “Remuneration Report”.
Share/s	ordinary fully paid shares in the capital of the Company.
Shareholder	means a shareholder of the Company.

COZIRON RESOURCES LIMITED ACN 112 866 869

PROXY FORM

The Directors Coziron Resources Limited (ACN 112 866 869)

Name and Address:

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 2012 at 9.00am (WST) and at any adjournment of that meeting.

The Chairman of the meeting (mark with an ‘X’)

==> picture [44 x 23] intentionally omitted <==

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

□
----- End of picture text -----

IMPORTANT:

In respect of Resolutions 2, 3 and 4, if the Chairman of the meeting is your proxy, or if appointed your proxy by default 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, 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 inthe 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
		%	(b)	exercise all of your votes; or 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 2012 at 9.00am (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 Adam Sierakowski
Resolution 3.	Ratification of issue of Shares under Placement
Resolution 3.	Approval of 10% Placement Facility

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 sectionmust be signed in accordance with the instructions overleaf to enable your directions to be implemente	This sectionmust be signed in accordance with the instructions overleaf to enable your directions to be implemente	This sectionmust be signed in accordance with the instructions overleaf to enable your directions to be implemente
Individual or Shareholder 1		Shareholder 2	Shareholder 3
Sole Director and		Director	Director/Company Secretary
Sole Company Secretary

Page 1

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 9.00am (WST) on 28 November 2012). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Page 2

Notice of Annual General Meeting – Proxy Form