EASTERN RESOURCES LIMITED — AGM Information 2013

Oct 24, 2013

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At the offi
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ces of BDO
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East Coa
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Tuesday
st Partners
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26 Novem
hip, Level
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RAL
ber 2013 a
11, No. 1
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t 2:00pm (
Margaret S
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Sydney tim
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NOTICE IS HEREBY GIVEN

that the 201 3 Annual General Meeting of Eastern Ir o n Limited (th e “Company” ) will be held o n Tuesday 26 November 2 013 at 2:00 p m (Sydney ti m e) the offices of BDO Ea s t Coast Part n ership, Leve l 11, No. 1 M a rgaret Street S ydney, New South Wales .

The busines s to be considered at the meeting is set o ut below. This Notice of M e eting should be read in conjunction wit h the accomp a nying Expla n atory Memor a ndum, whic h contains inf o rmation in r e lation to ea c h of the following items o f business. A P roxy Form also accompanies this Notic e of Meeting.

1. Financial Statements and Reports

To rec e ive and cons i der the Reports of the Dir e ctors and the Auditors, an d the Financi a l Statements for the perio d ended 3 0 June 2013 .

A copy o f the Compan y ’s 2013 Annua l Report (including the Report s of the Directo r s and Auditors , and the Financial Statement s for the p e riod ended 30 June 2013) ha s not been mailed to all share h olders with thi s Notice of Mee t ing. Sharehold e rs may acces s these d o cuments electr o nically at the f o llowing websit e : www.easterniron.com.au.

ORDINARY BUSINESS

2. Adoption of the Remuneration Report

To con s ider and, if thought fit, to p a ss the follow i ng resolution as an ordinary resolution : “ T hat the Rem u neration Rep o rt for the financial period ended 30 June 2013 be ado p ted.”

3. Re-election of Ms Wendy Corbett as a Director

To con s ider and, if thought fit, to p a ss the follow i ng resolution as an ordinary resolution : “ That Ms Wendy Corbett w h o retires as a Director in accordance wi t h the Compa n y’s Constitu t ion and, b eing eligible a nd offering h erself for re- e lection, be el e cted as a Di r ector of the C ompany.”

The Dir e ctors (Ms Corb e tt excepted) r e commend that members vote in favour of this resolution.

4. Re-election of Mr Ivo Polovineo as a Director

To con s ider and, if thought fit, to p a ss the follow i ng resolution as an ordinary resolution : “ That Mr Ivo P olovineo wh o retires as a Director in a c cordance wit h the Compa n y’s Constitut i on and, b eing eligible and offering h imself for re-election, be elected as a D i rector of the C ompany.”

The Dir e ctors (Mr Polo v ineo excepted) recommend th a t members vo t e in favour of t h is resolution.

5. Ratification of a previous issue of shares

To con s ider and, if thought fit, to p a ss the follow i ng resolution as an ordinary resolution :

“ That, for the purposes of A SX Listing R ules 7.1, 7.1 A and 7.4 an d for all other p urposes, rat i fication b e given to t h e Company o f this issue o f 3,191,452 f u lly paid ordi n ary shares i n the Company at an i ssue price of $0.06 per sh a re to the co m pany nomin a ted in, and o n the terms a n d conditions set out i n the Explan a tory Memora n dum accom p anying this Notice.”

The Dir e ctors recommend that shareh o lders vote in fa v our of this res o lution.

Notice of Annual General Meeting 26 November 2013

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6. Grant of options to the Managing Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“ That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to grant a maximum of 1,000,000 options to the Managing Director, Mr Greg De Ross for nil cash consideration and otherwise on the terms and conditions set out in Annexure A to the Explanatory Memorandum accompanying this Notice.”

The Directors (Mr De Ross excepted) recommend that shareholders vote in favour of this resolution.

7. Refresh the Employee Share Option Plan (ESOP)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 7.2 (Exception 9), the Company’s Share Option Scheme Rules, as set out in the Explanatory Memorandum accompanying this Notice be approved.”

The Directors recommend that shareholders vote in favour of this resolution.

SPECIAL BUSINESS

8. Issue of shares up to 10% of the Company’s issued capital

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

"That pursuant to ASX Listing Rules 7.1A and 7.3A the Directors be authorised to issue and allot additional ordinary fully paid shares up to 10% of the Company’s issued ordinary fully paid capital by placement(s) within twelve months from the date hereof at an issue price not less than 75% of the volume weighted average price for the Company’s existing shares over the fifteen trading days prior to the date of issue thereof.”

The Directors recommend that shareholders vote in favour of this resolution.

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Notice of Annual General Meeting 26 November 2013

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VOTING EXCLUSION STATEMENT

Item 2

A vote on the Item 2 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

However, a person described above may cast a vote on Item 2 if the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution, and the vote is not cast on behalf of a person described above.

The Chair will not vote any undirected proxies in relation to Item 2 unless the shareholder specifically authorises the Chair to vote in accordance with the Chair’s stated voting intentions. If a shareholder wishes to nominate the Chair as their proxy for the purpose of Item 2 the shareholder must either tick the ‘for’ or ‘against’ box, directing the Chair how to vote, or tick the box authorising the Chair to vote in accordance with his or her stated voting intentions, on the enclosed Proxy Form in order for their proxy vote to be counted. Alternatively, shareholders can nominate as their proxy for the purpose of Item 2 a proxy who is not a member of the Company’s Key Management Personnel. That person would be permitted to vote undirected proxies.

Item 5

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on Item 5 by the recipient of the Shares and any associate of that recipient. However, the Company need not disregard any vote by any such persons on Item 5 if It is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or It is cast by any of them who is 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.

Item 6

In accordance with section 224 of the Corporations Act and ASX Listing Rule 10.11, Mr De Ross and his associates may not vote on Item 6. However, the Company need not disregard any vote by any such persons on Item 6 if It is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or It is cast by any of them who is 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.

Item 7

In accordance with ASX Listing Rule 7.2, the Company will disregard any votes cast on Item 7 by a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the entity), and their associates. However, the Company need not disregard any vote by any such persons on Item 7 if it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by any of them who is 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. In accordance with ASX Listing Rule 7.2, the Company will disregard any votes cast on Item 7 by a director of the Company (except one who is eligible to participate in any employee incentive scheme in relation to the entity), and their associates.

Item 8

The Company will disregard any votes cast on Item 8 by a person who may participate in any issue of the shares and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and an associate of that person. However, the Company need not disregard any vote by any such persons on Item 8 if It is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or It is cast by any of them who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Notice of Annual General Meeting 26 November 2013

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VOTING ENTITLEMENT

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 , the Board has determined that, for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered holders at close of business (7pm Sydney time) on 22[th] November 2013. Only those persons will be entitled to vote at the Annual General Meeting on 26th November 2013.

ADMISSION TO MEETING

Corporate representatives are required to bring appropriate evidence of appointment as a representative in accordance with the constitution of the Company. Attorneys are requested to bring the original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity will also be required for corporate representatives and attorneys.

PROXIES

• Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative;

• Each shareholder has a right to appoint one or two proxies;

• A proxy need not be a shareholder of the Company;

• If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution;

• Where a shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise;

• If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands;

• A proxy must be signed by the Shareholder or his or her power of attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with the Company’s Constitution and the Corporations Act.

To be effective, proxy forms must be received by the Company’s share registry (Boardroom Pty Limited) no later than 24 hours before the commencement of the Annual General Meeting, that is no later than 2.00pm Sydney time on 25[th] November 2013. Any proxy form received after that time will not be valid for the scheduled meeting.

Hand Delivery

Boardroom Pty Limited Level 7, 207 Kent St SYDNEY NSW 2000

By Facsimile

By Mail

Boardroom Pty Limited (02) 9290 9655 GPO Box 3993 SYDNEY NSW 2001

BY ORDER OF THE BOARD

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Ian K White Company Secretary 22 October 2013

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Notice of Annual General Meeting 26 November 2013

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Explanatory Memorandum

These Explanatory Notes set out information in connection with the business to be considered at the 2013 Annual General Meeting.

ORDINARY BUSINESS

Item 1 – Financial Statements and Reports

The Corporations Act requires that the reports of the Directors, Auditor and the financial statements of the Company (collectively the ”Annual Report”) be laid before shareholders at the Annual General Meeting. The Corporations Act does not require a vote of shareholders on these reports or statements.

The 2013 Annual Report was released to the ASX on 24 September 2013. As a result of the legislative changes, the 2013 Annual Report has not been automatically mailed to all Shareholders. The 2013 Annual Report can be accessed on the Company’s website at www.easterniron.com.au.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions of the Board in relation to the Annual Report and the management of the Company. Shareholders will also be given reasonable opportunity to ask the auditor questions relevant to the conduct of the audit, the preparation and content of the Independent Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of its financial statements and the independence of the auditor in relation to the conduct of the audit.

Item 2 – Adoption of the Remuneration Report

The Remuneration Report for the year ended 30 June 2013 is set out in the Directors’ Report on pages 16 to 20 of the Annual Report.

The Remuneration Report:

• Explains the Board’s policies relating to remuneration of directors, secretaries and executives of the Company;

• Discusses the relationship between such policies and the Company’s performance;

• Provides details of any performance conditions attached to such remuneration; and

• Sets out remuneration details for each director and certain named executives.

The Chair of the meeting will allow a reasonable opportunity for shareholders to ask questions about or make comments on the Remuneration Report at the meeting.

In addition, shareholders will be asked to vote on the Remuneration Report. The vote on this Item is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast are against the adoption of the Remuneration Report, the Company's next Remuneration Report must explain the Board’s proposed action in response or explain why no action has been taken.

In the following year, if at least 25% of the votes cast on the resolution that the Remuneration Report be adopted are against adoption, shareholders will then vote to determine whether the Directors, excluding the Managing Director, will need to stand for re-election. If more than 50% of the votes cast on the resolution are in favour, a separate re-election meeting must be held within 90 days.

A vote on this resolution must not be cast (in any capacity) by or on behalf of either of the following classes of persons:

• A member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report;

 A closely related party of such a member. However such a person may cast a vote on the resolution if:

• The person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• The vote is not cast on behalf of such a person.

The Chair will not vote any undirected proxies in relation to Item 2 unless the shareholder specifically authorises the Chair to vote in accordance with the Chair’s stated voting intentions. If a shareholder wishes to nominate the Chair as their proxy for the purpose of Item 2 the shareholder must either tick the ‘for’ or ‘against’ box directing the Chair how to vote, or tick the box authorising the Chair to vote in accordance with his or her stated voting intentions, on the enclosed proxy form in order for their proxy vote to be counted. Alternatively, shareholders can nominate as their proxy for the purpose of Item 2 a proxy who is not a member of the Company’s Key Management Personnel. That person would be permitted to vote undirected proxies.

The Chair will vote all undirected proxies in favour of Item 2.

Item 3 – Re-election of Ms Wendy Corbett as a Director

Ms Corbett has been a director since November 2007. She has 39 years’ experience in mineral exploration management and administration. Ms Corbett has strong commercial awareness assisting many explorers through their IPO and listing, specialising in tenement management and compliance, corporate agreements and liaison with government bodies and landholders. She has worked throughout Australia on numerous gold, base metals and iron projects for a variety of companies.

She is a founding director of Eastern Iron, a director of an unlisted business and Chair of the AMEC NSW Advisory Committee as well as being actively involved in the Australian Institute of Geoscientists.

During the past three years Ms Corbett has not served as a director of any other listed companies

Item 4 – Re-election of Mr Ivo Polovineo as a Director

Mr Polovineo has been a director since April 2011. He has over 30 years’ experience in corporate accounting, finance and company secretarial work for a diverse range of companies. Mr Polovineo has spent the past 20 years in senior management roles in the resources sector including 7 years as company secretary and 5 years as CFO of Sino Gold Mining Limited (a former ASX 100 company) until December 2009. He is also company secretary of PlatSearch NL, Thomson Resources Ltd and Silver City Minerals Limited.

During the past three years Mr Polovineo has also served as a director of Galaxy Resources Limited (appointed July 2010, resigned September 2011).

Item 5 – Ratification of a previous issue of shares

Item 5 seeks that for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, ratification be given to the Company for the issue on 28 June 2013 of 1,213,443 and 23 October 2013 of 1,978,009 fully paid ordinary shares in the Company at an issue price of $0.06 per share as consideration for services provided by Planning & Property Partners Pty Ltd (“PPP”).

PPP is a Melbourne based firm specialising in providing advice on a range of planning, environment and property

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Notice of Annual General Meeting 26 November 2013

development issues. PPP has been extensively involved in providing permitting and development advice to the Company in regard to its Nowa Nowa project.

In March 2013 PPP agreed to take part of their fees in shares in order to conserve the Company’s cash. In April 2013, the Board agreed to offer PPP shares sufficient to satisfy any part of their account at their option, quarterly in arrears at a share price of $0.06 per share.

Up to 30 September 2013, PPP had invoiced EFE fees of $191,487. The company offered in two tranches to settle this account by the issue of 3,191,452 fully paid ordinary shares at a price of $0.06 and PPP accepted this offer.

Item 6 – Grant of options to the Managing Director – Mr Greg De Ross

The Company proposes to grant a total of 1,000,000 options (Options) to the Managing Director, Mr Greg De Ross.

The grant of Options is designed to incentivise the Managing Director by participating in the future growth and prosperity of the Company through share ownership and in recognition of the contribution made to the Company by the Managing Director and his ongoing responsibility.

If approved, the Options will be issued before Friday 20 December 2013 and will expire on 26 November 2016.

The options will be issued for nil consideration and will be exercisable at a 50% premium to the volume weighted average price for the 30 business days immediately preceding issue. The full terms and conditions attaching to the grant of Options are contained in Annexure A to this Explanatory Memorandum.

Funds raised on the exercise of Options will be used to fund working capital.

Item 7 – Refresh the Employee Share Option Plan (ESOP)

The ASX Listing Rule 7.1 allows the Company to issue a maximum of 15% of its expanded capital in any 12 month period without requiring shareholder approval. Listing Rule 7.1 does not apply in certain cases set out in Listing Rule 7.2, including exception 9, where an issue under an employee incentive scheme is made if within three years before the date of issue the terms of the scheme are approved by shareholders. The terms and conditions of the Eastern Iron Share Option Plan (ESOP) were last approved through the Eastern Iron IPO Prospectus offer document on 23 November 2010 and are being presented to shareholders to have that approval refreshed.

The Company has established the ESOP to assist in the attraction, retention and motivation of employees of the Company. There have been 4,700,000 options granted under the ESOP as at the date of this Notice of Meeting. The ESOP will be administered by the Board in accordance with the rules of the ESOP, and the rules are subject to the ASX Listing Rules.

Summary of the Company’s ESOP

All full-time employees will be eligible to participate in the ESOP. The allocation of options to each employee is in the discretion of the Board. The options will be issued for nil consideration and are non-transferable, except with the consent of Directors. However, at the time of accepting the offer to participants of the ESOP, the eligible employee may nominate another person in whose favour the options should be granted. If permitted by the Board, options may be issued to an employee’s nominee (for example, a spouse or family company). Each option is to subscribe for one fully paid ordinary share in the Company and will expire five years from its date of issue. An option is excisable at any time from its date of issue. Options will be granted free. The exercise price of options will be determined by the Board. The total number of shares the subject of options issued under the ESOP, when aggregated with issues during the previous five years pursuant

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to the ESOP and any other employee share plan, must not exceed 5% of the Company’s issued share capital. If, prior to the expiry date of options, a person ceases to be an employee of a Group company for any reason (other than termination with cause), the options held by that person (or that person’s nominee) must be exercised within one month thereafter otherwise they will automatically lapse. The ESOP may be terminated or suspended at any time.

Except with the consent of the Directors, options may not be transferred. The Company will not apply for official quotation of any options. Shares issued as a result of the exercise of options will rank equally with the Company’s previously issued shares.

If there is a bonus share issue to the holders of shares, the number of shares over which an option is exercisable will be increased by the number of shares which the option holder would have received if the option had been exercised before the record date for the bonus issue. The options or exercise price of the options will be adjusted if there is a pro-rata issue, bonus issue or any reconstruction in accordance with the Listing Rules. If there is a pro-rata issue (other than a bonus share issue) to the holders of shares, the exercise price of an option will be reduced to take account of the effect of the prorate issue. If there is a reorganisation of the issued capital of the Company, unexercised options will be reorganised in accordance with the Listing Rules. Subject to obtaining required members’ approval to authorise the granting of financial assistance to a participant, the Directors can make loans to eligible employees in connection with shares to be issued upon exercise of options under the ESOP. The Board may amend the ESOP Rules subject to the requirements of the Listing Rules.

Item 8 - Issue of shares up to 10% of the Company’s issued capital

Listing Rule 7.1A enables an eligible entity to seek shareholder approval to issue Equity Securities up to 10% of its issued share capital over a 12 month period commencing from the Annual General Meeting where shareholder approval is received. The 10% issue capacity allowed under Listing Rule 7.1A (“7.1A 10% Capacity”) is in addition to the Company’s 15% annual 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 7.1A 10% Capacity. The exact number of Equity Securities to be issued under the 7.1A 10% Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

The Company may use the 7.1A 10% Capacity to acquire new resource assets or investments to carry out further exploration on the Company’s tenements, as part of the consideration for the acquisition of further tenements and/or for the working capital needs of the Company.

Item 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

a) Listing Rule 7.1A

Shareholder approval required

The ability to issue Equity Securities under Listing Rule 7.1A is subject to shareholder approval by way of special resolution at an Annual General Meeting.

Class of equity securities issued

Any Equity Securities issued under the 7.1A 10% Capacity must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of this Notice, has on issue one class of Equity Securities - fully paid ordinary shares.

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26 November 2013

Calculating 7.1A 10% Capacity

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 period of the approval a number of Equity Securities calculated in accordance with the following formula:

(AxD)-E

Where:

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

• Plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• Plus the number of partly paid shares that became fully paid in the 12 months;

• 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;

• Less the number of fully paid shares cancelled in the 12 months.

• A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% issue capacity.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1.A.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.

Effect of Listing Rule 7.1 with 7.1A

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

At the date of this Notice, the Company has on issue 117,870,484 shares and therefore will have a capacity to issue:

• (i) 17,680,573 Equity Securities under Listing Rule 7.1; and

• (ii) Subject to shareholder approval being sought under Item 8, 11,787,048 Equity Securities under Listing Rule 7.1A

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 7.1.A.2.

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:

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

• If the Equity Securities are not issued within 5 Trading Days of the date referred to above, the date on which the Equity Securities are issued.

Approval Validity Period

Shareholder approval of the 7.1A 10% Capacity 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:

• The date that is 12 months after the date of the Annual General Meeting at which the approved is obtained; or

• 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).

b) Specific Information required by Listing Rule 7.3A

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 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.

If Item 8 is approved by Shareholders and the Company issues Equity Securities under the 7.1A 10% Capacity, the existing Shareholders’ voting power in the Company will be diluted as shown in the table below. 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 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.

The following 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:

• 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 specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

Variable ‘A’ in Listing Rule 7.1A2		Issue Price Assumptions	Issue Price Assumptions	Issue Price Assumptions
		Less:50% $0.020	Base $0.040	Plus 100% $0.080
Current 117,870,484	10% issue Funds raised	11,787,048 $235,741	11,787,048 $471,482	11,787,048 $942,964
Plus 50% 176,805,726	10% issue Funds raised	17,680,573 $353,611	17,680,573 $707,223	17,680,573 $1,414,446
Plus 100% 235,740,967	10% issue Funds raised	23,574,097 $471,482	23,574,097 $942,964	23,574,097 $1,885,928

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26 November 2013

• Two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

The table has been prepared on the following assumptions

• The Company issues the maximum number of Equity Securities available under the 7.1A 10% Capacity.

• 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%.

• The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the 7.1A 10% Capacity, based on that Shareholder’s holding at the date of the Meeting.

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

• The issue price is $0.040 being the closing price of the Shares on ASX on 8 October 2013

The Company will only issue and allot the Equity Securities during 12-months following the approval of Item 8. The approval under Item 8 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).

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

• Non-cash consideration for the acquisition of new resources 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;

• Cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets; or

• investments (including expenses associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or 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 7.1A 10% Capacity. 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:

• The methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing securities holders can participate;

• The effect of the issue of the Equity Securities on the control of the Company;

• The financial situation and solvency of the Company; and

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

The allottees under the 7.1A 10% Capacity have not been determined as at the date of this Notice but may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 7.1A 10% Capacity will be the vendors of the new resources assets of investments.

The following table shows details of all issues of Equity Securities in the 12 months preceding this Annual General Meeting and other information required under Listing Rule 7.3A.

On 26 November 2012 the Company had on issue 114,679,032 ordinary shares and 9,700,000 options making a total of 124,379,032 Equity Securities. During the 12 months prior to this Annual General Meeting the Company issued 3,191,452 ordinary shares and 3,700,000 options making a total of 6,891,452 Equity Securities or 5.54% of the total on issue at 26 November 2012.

The Company previously obtained Shareholder approval under Listing Rule 7.1A on 23 November 2012.

Voting exclusion statement is included in this Notice of Meeting. At the date of this 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.

Date	Details	Consideration	Number	Class	Issue Price	Market	- Discount/ + Premium
6 December 2012	Options issued to Directors pursuant to shareholder approval at 2012 AGM	Nil	3,250,000	Unlisted options expiring 23/11/15 exercisable at $0.10	NA	NA	NA
16 January 2013	Options issued to creditor as part consideration for services provided	$35,100 based on Binomial option pricing model	450,000	Unlisted options expiring 23/11/15 exercisable at $0.10	NA	NA	NA
28 June 2013	Shares issued in consideration for professional services provided	Professional services provided to value of $72,806	1,213,443	Fully paid ordinary shares	$0.060	$0.046	+30%
23 October 2013	Shares issued in consideration for professional services provided	Professional services provided to value of $118,681	1,978,009	Fully paid ordinary shares	$0.060	$0.037	+62%
		Total	6,891,452

8

Notice of Annual General Meeting 26 November 2013

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ANNEXURE A

Terms of Options – Item 6

• (a) Each Option entitles the holder to one Share in the capital of the Company.

• (b) The Options are to be exercised by completing an Option exercise form and providing payment for the number of Shares in respect of which the Options are exercised, to the registered office of the Company.

• (c) The exercise price of the Options is the volume weighted average price of EFE shares traded during the 30 business days prior to issue plus a 50% premium and the Options expire 26 November 2016 ( Expiry Date ).

• (d) The Options are not transferable.

• (e) All Shares issued upon exercise of Options will rank pari passu in any respects with the Company’s then issued Shares. The Company will apply for Official Quotation by the ASX of all Shares issued upon exercise of Options.

• (f) There are no participating rights and entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising their Options. However, the Company will ensure that option holders will be allowed ten business days’ notice to convert their Options to Shares to participate in an entitlement issue on the same basis as Shareholders.

• (g) If any takeover bid (including by way of scheme of arrangement or otherwise) is publicly announced in respect of the Company, then the following provisions apply in relation to the takeover bid:

• (i) the Company must promptly give written notice of the takeover bid to the option holder whereupon all Options (which have not lapsed or expired), notwithstanding anything to the contrary, must be exercised at any time prior to the expiry of the later of:

  • A. 60 days after receiving such notice; and

  • B. the date that a takeover bid (which is recommended for acceptance by the Board) becomes unconditional,

• ("Takeover Exercise Period") or, if applicable, within the further seven day period referred to in (iv) below.

• (ii) The dates referred to in paragraph (g)(i)(A) and (B) above only apply where they occur before the Expiry Date. For the avoidance of doubt, where the Expiry Date occurs before a date referred to in (g)(i)(A) or (B), the Options must be exercised on or before the Expiry Date.

• (iii) If, during the Takeover Exercise Period, the person making the takeover bid ("bidder") offers to grant options in the capital of the bidder ("Replacement Options") to the option holder (and, for the avoidance of doubt, this does not obligate the Company in any way to procure such an offer from the bidder) in consideration for the cancellation or acquisition of the Options, the option holder may, in their discretion, accept such Replacement Options instead of exercising their Options.

• (iv) If no offer of Replacement Options is made during the Takeover Exercise Period and accepted, the option holder has (other than in the case of a scheme of arrangement) a further seven days' grace after the expiry of the Takeover Exercise Period within which to exercise their Options (Grace Period), whereupon unexercised Options will lapse. For the avoidance of doubt, where the Expiry Date occurs before the end of the Grace Period, the Options must be exercised on or before the Expiry Date. In the case of a scheme of arrangement, the Options will lapse at the end of the Takeover Exercise Period.

• (v) If the takeover bid lapses or is withdrawn or closes without being recommended for acceptance by the Board, whether the bid is conditional or unconditional, then the provisions of all the paragraphs hereof will revive in respect of any unexercised Options which Options will remain on foot.

• (h) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date of the Options, the number of Options or the exercise price of the Options, or both, shall be reconstructed in accordance with the Listing Rules.

• (i) Adjustment for bonus issues

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu of, or in satisfaction of, dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the exercise price of the Options.

(j) Adjustment for pro rata issue

If the Company makes a pro rata issue of Shares or other securities to existing Shareholders (other than a bonus issue or an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the exercise price of an Option will be reduced according to the following formula:

New exercise price = O - E [P-(S+D)]

N+1

• O = the old Exercise Price of the Option.

• E = the number of underlying Shares into which one Option is exercisable.

• P = average market price per Share weighted by reference to volume of the underlying Shares during the five trading days ending on the day before the ex-rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

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All Correspondence to:

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Level 7, 207 Kent Street, Sydney NSW 2000 Australia  By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 2:00pm (Sydney Time) on Monday 25[th] November 2013.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. 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 security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 24 hours before the commencement of the meeting, therefore by 2:00pm (Sydney Time) on Monday 25[th] November 2013. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

• By Fax + 61 2 9290 9655

• By Mail Boardroom Pty Limited

• GPO Box 3993, Sydney NSW 2001 Australia

• In Person Level 7, 207 Kent Street,

• Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Eastern Iron Limited ABN 70 126 678 037

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Eastern Iron Limited and entitled to attend and vote hereby appoint

Appoint the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

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 at the Annual General Meeting of the Company to be held at the offices of BDO East Coast Partnership, Level 11, 1 Margaret Street, Sydney NSW 2000 on Tuesday 26[th] November 2013 at 2:00pm (Sydney Time) and at any adjournment of that meeting, to act 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.

If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of the resolution at item 2, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the item and votes cast by the Chairman of the Meeting for those items, 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, the Chairman of the Meeting will not cast your votes on the items and your votes will not be counted in calculating the required majority if a poll is called. By marking this box I/we acknowledge the Chairman of the Meeting can exercise my/our proxy even though he has an interest in the outcome of the items and unless a specific voting direction has been specified below, the Chairman of the Meeting is directed to vote in accordance with his voting intention as set out below.

The Chairman of the Meeting intends to vote undirected proxies in favour of the Resolution at item 2.

	STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculatingthe required majorityif apoll is called.

Item Ordinary Business

• 2 Adoption of the Remuneration Report 3 Re-election Ms Wendy Corbett as a Director 4 Re-election Mr Ivo Polovineo as a Director 5 Ratification of a previous issues of shares

• 6 Grant of Options to Managing Director – Mr Greg De Ross

• 7 Refresh the Employee Share Option Plan

• Special Business

• 8 Issue of Shares up to 10% of the Company’s Issued Capital

For Against Abstain*

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STEP 3 SIGNATURE OF SHAREHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 2

Securityholder 3

Sole Director and Sole Company Secretary

Director

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2013