EMMERSON RESOURCES LIMITED

ABN 53 117 086 745

NOTICE OF GENERAL MEETING

TIME : 4:00 pm (WST) DATE : 12 January 2012 PLACE : Emmerson Resources Limited 3 Kimberley Street WEST LEEDERVILLE WA 6007

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9381 7838.

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	9
Proxy Form	Annexure

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Emmerson Resources Limited which this Notice of Meeting relates to will be held at 4:00 pm (WST) on 12 January 2012 at:

Emmerson Resources Limited 3 Kimberley Street WEST LEEDERVILLE WA 6007

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

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

VOTING BY PROXY

If you are unable to attend the meeting in person and wish to vote by proxy, please complete and sign the proxy form enclosed and either:

(a) send the proxy form by post to Computershare Investor Services, GPO Box 242 Melbourne Vic. 3001; or
(b) send the proxy form by facsimile to Computershare Investor Services on facsimile number 1 800 783 447 within Australia, or International + 61 3 9473 2555.

so that it is received not later than 4:00 pm (WST) on 10 January 2012.

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Emmerson Resources Limited will be held at the offices of Emmerson Resources Limited, 3 Kimberley Street, WEST LEEDERVILLE, Western Australia at 4:00 pm (WST) on 12 January 2012.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001(Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at the close of business on 10 January 2012.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue by the Director's of 30,599,089 Shares at an issue price of $0.22 each per Share to sophisticated and professional investors on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : Approval is sought under Listing Rule 7.4 to ratify the allotment and issue of 30,599,089 Shares to sophisticated and professional investors pursuant to the Placement.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the Placement and any of their associates.

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.

2. RESOLUTION 2 – APPROVAL OF PLACEMENT TO A DIRECTOR – MR TIMOTHY KESTELL

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

“That, in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 3,068,183 Shares at an issue price of $0.22 each per Share to Mr Timothy Kestell (or his nominee) on the terms and conditions in the Explanatory Statement”

Short Explanation : Approval is sought under Listing Rule 10.11 for the allotment and issue of up to 3,068,183 Shares to Mr Timothy Kestell (or his nominee) pursuant to the Director Placement. Refer to the Explanatory Statement for details.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Tim Kestell (or his nominee) or any of his associates.

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.

3. RESOLUTION 3 – APPROVAL OF PLACEMENT TO A DIRECTOR – MR ANDREW MCILWAIN

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

“That, in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 227,273 Shares at an issue price of $0.22 each per Share to Mr Andrew McIlwain (or his nominee) on the terms and conditions in the Explanatory Statement”

Short Explanation : Approval is sought under Listing Rule 10.11 for the allotment and issue of up to 227,273 Shares to Mr Andrew McIlwain pursuant to the Director Placement. Refer to the Explanatory Statement for details.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Andrew McIlwain (or his nominee) or any of his associates.

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.

4. RESOLUTION 4 – APPROVAL OF PLACEMENT TO A DIRECTOR – MR SIMON ANDREW

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

“That, in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 45,455 Shares at an issue price of $0.22 each per Share to Mr Simon Andrew (or his nominee) on the terms and conditions in the Explanatory Statement”

Short Explanation : Approval is sought under Listing Rule 10.11 for the allotment and issue of up to 45,455 Shares to Mr Simon Andrew pursuant to the Director Placement. Refer to the Explanatory Statement for details.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Simon Andrew (or his nominee) or any of his associates.

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.

DATED: 9 December 2011

BY ORDER OF THE BOARD

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TREVOR VERRAN COMPANY SECRETARY EMMERSON RESOURCES LIMITED

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at Emmerson Resources Limited, 3 Kimberley Street, WEST LEEDERVILLE, Western Australia at 4:00 pm (WST) on 12 January 2012 (“Meeting”).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the resolutions in the Notice of Meeting.

1. ACTION TO BE TAKEN BY SHARHEOLDERS

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

1.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company 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; and
(c) a member of the Company 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.

2. RESOLUTION 1 – RATIFICATION OF SHARE PLACEMENT

2.1 General

On 24 November 2011 Emmerson made an ASX announcement that it had resolved to raise $7.5 million via the placement of Shares at an issue price of $0.22 each per Share. The placement was made to clients of Hartleys who were investors exempt from disclosure under the Corporations Act.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule

7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 30,599,089 Shares. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholder for the purpose of obtaining Shareholder ratification pursuant to Listing Rule 7.4:

(a) The total number of Shares issued by the Company was 30,599,089;
(b) The Shares were issued at an issue price of $0.22 each per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) The Shares were issued prior to the general meeting to sophisticated and professional investors who are clients of Hartleys and existing Shareholders and are not related parties to the Company.
(e) the funds raised from this issue were applied towards exploration and evaluation of the Company’s projects at Tennant Creek in the Northern Territory.
(f) A voting exclusion statement is included in the Notice.

3. RESOLUTIONS 2, 3 AND 4 – APPROVAL OF ISSUE OF SHARES TO DIRECTORS – MESSRS TIMOTHY KESTELL, ANDREW MCILWAIN AND SIMON ANDREW

3.1 General

The terms and conditions upon which the Shares issued under the Director Placement to Messrs Kestell, McIlwain and Andrew will be the same as other participants who participated in the Placement.

3.2 Listing Rule 10.11

Shareholder approval is required under Listing Rule 10.11 because Messrs Kestell, McIlwain and Andrew are Directors and as such, related parties of the Company.

Listing Rule 10.11 restricts the Company's ability to issue securities to Directors unless approval is obtained from Shareholders. The effect of passing Resolutions 2 to 4 (inclusive) will be to allow the Company to issue a maximum of up to 3,340,911 Shares in total to Messrs Kestell, McIlwain and Andrew (or their nominees) within one (1) month after the Meeting (or a longer period, if allowed by ASX) without breaching Listing Rule 10.11 or using up the Company's 15% placement capacity under Listing Rule 7.1.

3.3 Technical information required by ASX Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholder for the purpose of obtaining Shareholder approval pursuant to Listing Rule 10.11:

(a) the Shares to be issued under the Director Placement shall be issued to Messrs Kestell, McIlwain and Andrew (or their nominees);
(b) the maximum number of Shares the Company will issue under the Director Placement is up to 3,340,911 as follows:
(i) Mr Kestell – up to 3,068,183 Shares;
(ii) Mr McIlwain – up to 227,273 Shares; and
(iii) Mr Andrew – up to 45,455 Shares;
(c) the Shares will be issued no later than one (1) month after the date of the Meeting, or such longer periods of time as ASX may in its discretion allow;
(d) Shares will be issued by the Company at an issue price of $0.22 each per Share;
(e) the Shares rank equally with the existing Shares on issue;
(f) the funds raised from this issue will be applied towards exploration and evaluation of the Company’s projects at Tennant Creek in the Northern Territory;
(g) voting exclusion statements are included in the Notice.

GLOSSARY

$ means Australian dollars.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Company or Emmerson means Emmerson Resources Limited (ABN 53 117 086 745).

Corporations Act means the Corporations Act 2001 (Cth).

Director(s) means the current directors of the Company.

Director Placement means the placement of up to 3,340,911 Shares to Messrs Kestell, McIlwain and Andrew (or their nominees) pursuant to Resolutions 2 to 4 (inclusive).

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

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

Hartleys means Hartleys Limited ACN 104 195 057.

Listing Rule means the Listing Rules of the ASX.

Notice of Meeting means this notice of general meeting including the Explanatory Statement.

Option means an option to acquire a Share.

Placement means the fund raising of approximately $7.5 million by way of share placement announced on 24 November 2011 by the Company.

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

Securities means Shares and Options.

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

Shareholder means a holder of a Share.

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

emmerson resources

Lodge your vote:

By Mail:

Emmerson Resources Limited ABN 53 117 086 745

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

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

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

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

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 4.00pm (WST) Tuesday 10 January 2012

How to Vote on Items of Business

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

Appointment of Proxy

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

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

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

A proxy need not be a securityholder of the Company.

Signing Instructions

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

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

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

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

Attending the Meeting

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

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

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

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

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I9999999999

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

I 9999999999 I ND

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Proxy Form

to indicate your directions

Please mark

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Emmerson Resources Limited hereby appoint

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

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the Chairman OR of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Emmerson Resources Limited to be held at Emmerson Resources Limited, 3 Kimberley Street, West Leederville, Western Australia on Thursday, 12 January 2012 at 4.00pm (WST) and at any adjournment of that meeting.

Important for Items 1 - 4: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 1 - 4 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 1 - 4 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of items 1 - 4 of business.

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

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


Resolution	1	Ratification of Prior Issue of Shares
Resolution	2	Approval of Placement to a Director – Mr Timothy Kestell
Resolution	3	Approval of Placement to a Director – Mr Andrew McIlwain
Resolution	4	Approval of Placement to a Director – Mr Simon Andrew

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

SIGN

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

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

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AI assistant

EMMERSON RESOURCES LIMITED — AGM Information 2011

64876_rns_2011-12-08_a5286d3f-5596-4bd0-87bf-210951921dfd.pdf