EMU NL — AGM Information 2012

Oct 28, 2012

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EMU NICKEL NL ABN 50 127 291 927

NOTICE OF ANNUAL GENERAL MEETING INCORPORATING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting Friday, 30 November 2012

Time of Meeting 1.00 pm

Place of Meeting Level 2 16 Ord Street WEST PERTH WA 6005

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

The 2012 Annual Report may be viewed on the Company’s website at www.emunickel.com.au

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Emu Nickel NL ABN 50 127 291 927 ( Company ) will be held at Level 2, 16 Ord Street, West Perth, Western Australia on Friday, 30 November 2012 at 1.00 pm ( Meeting ) for the purpose of transacting the following business.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Memorandum and the Proxy Form (enclosed herewith) are part of this Notice.

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that members holding Shares at 5.00 pm WST time on 28 November 2012 will be entitled to attend and vote at the AGM.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum.

AGENDA

2012 FINANCIAL STATEMENTS

To receive the financial statements of the Company for the year ended 30 June 2012, consisting of the annual financial report, the Directors’ report and the auditor's report.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution:

" That, for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 2012 Annual Report be and is hereby adopted. "

Voting Prohibition : A vote must not be cast (in any capacity) on Resolution 1 by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such a member. However, such a person may cast a vote on the Resolution if the vote is not cast on behalf of such a person and the person:

• (a) is appointed as a proxy by writing that specifies the way the proxy is to vote; or

• (b) is the Chair of the meeting and the appointment of the Chair as proxy expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

• A vote cast in contravention of this prohibition will be taken not to have been cast.

RESOLUTION 2 - BOARD SPILL MEETING

Note: This proposed resolution will ONLY be put to the Meeting if at least 25% of the votes cast in respect of Resolution 1 are cast against the resolution.

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

“That:

• (a) another meeting ( Spill Meeting ) of the Company be held within 90 days of the passing of this resolution;

• (b) all of the Directors in office when the Board resolution to make the directors’ report for the financial year ended 30 June 2012 was passed, excluding the Company’s Managing Director), cease to hold office immediately before the end of the Spill Meeting; and

• (c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote of shareholders at the Spill Meeting.”

Voting Prohibition : A vote must not be cast (in any capacity) on Resolution 2 by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such a member. However, such a person may cast a vote on the Resolution if the vote is not cast on behalf of such a person and the person:

• (a) is appointed as a proxy by writing that specifies the way the proxy is to vote; or

(b) is the Chair of the meeting and the appointment of the Chair as proxy expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. A vote cast in contravention of this prohibition will be taken not to have been cast.

RESOLUTION 3 – RE-ELECTION OF PETER THOMAS AS A DIRECTOR

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

" That Peter Thomas, having retired as a Director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for re-election, is re-elected a Director of the Company. "

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RESOLUTION 4 – RE-ELECTION OF GREG STEEMSON AS A DIRECTOR

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

" That Greg Steemson, having been appointed since the previous AGM, retires as a Director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for election, be elected a Director of the Company. "

RESOLUTION 5 – APPROVAL OF 10% PLACEMENT FACILITY

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

“ That approval is given for the Company to have the additional capacity (ie, 10% Placement Capacity) to issue Equity Securities under Listing Rule 7.1A, for the period specified in Listing Rule 7.1A.1 and in accordance with the formula prescribed in Listing Rule 7.1A.2. ”

Voting Exclusion: The Company will disregard any votes cast on this Resolution 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 this Resolution is passed. However, the Company will not disregard a vote cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

RESOLUTION 6 – APPROVE ISSUE OF SHARES TO MR PETER THOMAS

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

“That for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to issue (and, if applicable, enter into a contract to issue) up to 3,571,429 fully paid ordinary shares to Mr Peter Thomas (or his nominee) at $0.07 per share and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion and Prohibition: A vote must not be cast (in any capacity) on Resolution 6 by or on behalf of Mr Peter Thomas, his nominee (if applicable) or his associates, and the Company will disregard any votes so cast. However, the Company will not disregard (and the prohibition on voting does not apply to) a vote cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

RESOLUTION 7 – APPROVE ISSUE OF SHARES TO MR GREGORY STEEMSON

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

“That for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to issue (and, if applicable, enter into a contract to issue) up to 3,571,429 fully paid ordinary shares to Mr Gregory Steemson (or his nominee) at $0.07 per share and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion and Prohibition: A vote must not be cast (in any capacity) on Resolution 6 by or on behalf of Mr Gregory Steemson, his nominee (if applicable) or his associates, and the Company will disregard any votes so cast. However, the Company will not disregard (and the prohibition on voting does not apply to) a vote cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

RESOLUTION 8 – SECTION 195 APPROVAL

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

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to all things necessary or appropriate to effect the transactions contemplated in this Notice of Meeting.”

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A Proxy Form is attached.

To be valid, properly completed Proxy Forms must be received by the Company no later than 1.00 pm (WST) on 28 November 2012:

• by post to: Security Transfer Registrars Pty Ltd PO Box 535 Applecross, WA 6953

• by delivery to: Security Transfer Registrars Pty Ltd Alexandrea House, Suite 1 770 Canning Highway Applecross, WA 6153

• by facsimile on +61 8 9315 2233

• by email to registrar@securitytransfer.com.au

By order of the Board.

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___ Rudolf Tieleman Company Secretary Date: 18 October 2012

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the Shareholders of Emu Nickel NL ABN 50 127 291 927 ( Company ) in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Level 2, 16 Ord Street, West Perth, Western Australia, on 30 November 2012 commencing at 1.00 pm.

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying notice.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum.

FINANCIAL AND OTHER REPORTS

As required by Section 317 of the Corporations Act, the financial statements for the year ended 30 June 2012 and the accompanying Directors report, Directors’ declaration and auditor’s report will be laid before the meeting.

Neither the Corporations Act, nor the Company’s Constitution requires a vote on the reports. However, the Shareholders will have an opportunity to ask questions about or make comments on the reports and the management of the Company at the AGM.

RESOLUTION 1 – REMUNERATION REPORT

As required by sections 250R and 250SA the Corporations Act, the Board has presented the Remuneration Report to Shareholders for consideration and adoption by a non–binding vote. Shareholders will have an opportunity to ask questions about or make comments on the Remuneration Report.

The Remuneration Report contains information about the remuneration policies and arrangements for the Company’s Key Management Personnel. It is part of the Directors’ Report contained in the Annual Report, which has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the Annual Report are available on the Company’s web site www.emunickel.com.au.

RESOLUTION 2 - BOARD SPILL MEETING

2.1 Introduction

Section 250U of the Corporations Act applies in relation to a listed company for which:

• (a) at an AGM (the later AGM ) of the company, at least 25% of the votes cast on a resolution that the remuneration report be adopted were against adoption of the report; and

• (b) at the immediately preceding AGM (the earlier AGM ) of the company, at least 25% of the votes cast on a resolution that the remuneration report be adopted were against adoption of the report; and

• (c) a resolution was not put to the vote at the earlier AGM under an earlier application of section 250V.

If section 250U applies, section 250V of the Corporations Act provides that, at the later AGM, there must be put to the vote a resolution ( Spill Resolution ) that:

• (a) another meeting ( Spill Meeting ) of the company’s members be held within 90 days; and

• (b) all the company’s directors ( Spill Directors ) who:

• (i) were directors of the company when the resolution to make the directors’ report considered at the later AGM was passed; and

• (ii) are not a managing director of the company who may, in accordance with the listing rules for a prescribed financial market in whose official list the company is included, continue to hold office ‑

• indefinitely without being re elected to the office;

cease to hold office immediately before the end of the Spill Meeting; and

• (c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.

If a Spill Resolution is passed, section 250W provides (amongst other matters) that:

• (a) the company must hold the Spill Meeting within 90 days after the Spill Resolution was passed, but need not hold the Spill Meeting if, before the end of the 90 days, none of the company’s directors described in paragraph 250V(1)(b) (namely the Spill Directors) remain as directors of the company; and

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• (b) all of the company’s directors described in paragraph 250V(1)(b) cease to hold office immediately before the end of the Spill Meeting and the directors appointed by the Spill Meeting commence to hold office at the end of that meeting.

At last year’s AGM, 29.3% of the votes cast in respect of the resolution to adopt the 2011 Remuneration Report were voted “against” that resolution. There was no Spill Meeting at last year’s AGM. Therefore, if at this year’s AGM the votes “against” the adoption of the 2012 Remuneration Report (Resolution 1) again exceed 25% of the votes cast, section 250U will apply to the Company and Resolution 2 (the Spill Resolution) will be put to the meeting. If so put, Messrs Thomas and Steemson will be the directors (namely the Spill Directors) for the purpose of section 250V(1)(b).

Resolutions 3 and 4 are for the re-election of Peter Thomas and Greg Steemson as Directors. If Messrs Thomas and Steemson are re-elected at this year’s AGM, they will still need to be re-elected at the Spill Meeting, should it be required to hold the same, to remain in office after the Spill Meeting.

Although Key Management Personnel and their Closely Related Parties are restricted from voting on Resolutions 1 and 2, they are not so restricted from voting at a Spill Meeting. That is the Key Management Personnel and their Closely Related Parties may not vote to cause the Remuneration Report to be passed nor may they vote against the holding of the Spill Meeting but they can vote to re-elect the Spill Directors at the Spill Meeting.

In the result it is well conceivable that the motion for a Spill Meeting may be passed in circumstances where the Spill Directors will be re-elected as directors of the Company at the Spill Meeting and thus remain directors thereafter. Shareholders are urged not to use the Spill Resolution process as a mere protest vote as by so doing the Company will effectively be put in limbo pending the Spill Meeting and the Company will undergo the expense and distraction of holding a meeting that will create negative market sentiment toward the Company.

2.2 Review of the Company’s Remuneration Practices

The Board believes that the Company’s remuneration policy and practices, as described in the 2012 Remuneration Report, are sound, reasonable and appropriate. Nevertheless, the remuneration for the Company’s chairman (Mr Peter Thomas) was adjusted from $50,000 per annum to $40,000 per annum effective from 1 August 2012, and the Board will continue to review its remuneration practices in accordance with its corporate governance policy.

2.3 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote against Resolution 2.

RESOLUTION 3 – RE-ELECTION OF PETER THOMAS AS A DIRECTOR

3.1 Introduction

Mr Peter Thomas was appointed as a Director on 29 August 2007.

In accordance with Listing Rule 14.4, no director of the Company may hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever period is longer. The Company’s Constitution also requires that one third of the Company’s directors must retire at each AGM. Accordingly, Mr Thomas will retire by rotation and, being eligible, offers himself for re-election.

3.2 Director’s Biography

Mr Thomas was a practising solicitor from 1980 until June 2011, specialising in the provision of corporate and commercial advice to explorers and miners. Since the mid-1980s, he has served on the boards of various listed companies. He was a founding director of Sandfire Resources NL.

3.3 Directors’ Recommendation

All the Directors except Mr Thomas recommend that Shareholders vote in favour of Resolution 3.

RESOLUTION 4 – RE-ELECTION OF GREG STEEMSON AS A DIRECTOR

4.1 General

Mr Greg Steemson was appointed as a Non-Executive Director on 4 April 2012.

The Company’s Constitution requires that any director appointed during the year to fill a casual vacancy automatically retires at the next AGM, but is eligible for re-election at that meeting.

4.2 Director’s Biography

Mr Steemson is a graduate of the University of Queensland and the University of Utah and is a qualified geologist and geophysicist. He has 40 years of experience over a wide range of geographies and commodities including gold, base metals, iron ore, diamonds, coal, mineral sands, phosphate, uranium and rare earth elements. He has operated in many different jurisdictions throughout the world and at most levels of the mineral industry from green-fields exploration to

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resource and project development through to mining. Mr Steemson was a founding director of Sandfire Resources Limited and Allied Gold Limited.

4.3 Directors’ Recommendation

All the Directors except Mr Steemson recommend that Shareholders vote in favour of Resolution 4.

RESOLUTION 5 – APPROVAL OF 10% PLACEMENT FACILITY

5.1 General

Under Listing Rule 7.1, subject to certain exceptions, a listed entity must not, without the approval of holders of ordinary securities, issue or agree to issue more Equity Securities than the number calculated according to the formula set out in that rule. The formula generally has the effect that, in addition to the exceptions provided, every listed entity has the ability ( 15% Placement Capacity ) over any 12 month period to issue Equity Securities equal to 15% of its issued capital at the commencement of the a 12 month period .

Under Listing Rule 7.1A, an “Eligible Entity” may also seek the approval of the holders of its ordinary securities by special resolution passed at an AGM to have the additional capacity ( 10% Placement Capacity ) to issue Equity Securities under rule 7.1A. The exact formula for the 10% Placement Capacity is set out in Listing Rule 7.1A.2 and the approval period ( 10% Placement Period ) to which it relates (generally 12 months) is set out in Listing Rule 7.1A.1 (refer to sections 5.2 and 5.3 respectively below). The ability to issue securities under listing rule 7.1A is in addition and separate to each listed entity's ability to issue securities under listing rule 7.1.

An “Eligible Entity” for the purposes of Listing Rule 7.1A is an entity which, as at the date of the relevant special resolution passed for the purposes of rule 7.1A, (excluding restricted securities and securities quoted on a deferred settlement basis) is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. As at the date of this Notice, the Company’s market capitalisation for this purpose is approximately $2 million and the Company expects to be an Eligible Entity at the time of the Meeting.

There are a number of other rules and conditions applicable to the approval and issue of equity securities under listing rule 7.1A, including:

• (a) that 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;

• (b) a limitation on the discount to prevailing market price at which they may be issued; and

• (c) additional disclosure requirements.

As at the date of the Notice, the Company has on issue one quoted class of Equity Securities, being listed Shares.

The Company is now seeking Shareholder approval to have the 10% Placement Capacity.

At the date of this Notice, the Company has on issue 27,500,000 Shares. Assuming Resolutions 5, 6 and 7 are passed, and the Company’s Shares on issue do not change (other than issuing the maximum number of Shares in accordance with Resolutions 6 and 7), the Company will have the capacity over the course of the next 12 months to issue:

• (i) 5,196,428 Equity Securities under its 15% Placement Capacity; and

• (ii) 3,464,285 Equity Securities under its 10% Placement Capacity,

without requiring further shareholder approval.

The Directors of the Company believe that Resolution 5 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution. In particular, the ability of the Company to issue shares under the 10% Placement Capacity will enable the Company to issue shares at a discount to the then market price in circumstances where it might otherwise be subjected to the cost, delay and uncertainty of having to go back to Shareholders for approval. The additional flexibility will better position the Company to pursue the acquisition of assets offered on a distressed basis.

5.2 Formula for calculating the 10% Placement Capacity under Listing Rule 7.1A.2

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 10% Placement Period, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

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

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

A

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

• (iii) 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 (which does not include the 10% Placement Capacity);

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

Note that A has the same meaning 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.

5.3 10% Placement Period under Listing Rule 7.1A.1

Listing Rule 7.1A.1 provides that an approval under Listing Rule 7.1A must be for a period commencing on the date of the AGM at which the approval is obtained and expiring on the first to occur of the following:

• (a) the date that is 12 months after the date of that AGM; or

• (b) the date of the approval by holders of the Eligible Entity’s ordinary securities of a transaction under rule 11.1.2 (proposed significant change to the nature or scale of its activities where ASX has required the entity to seek such approval) or rule 11.2 (disposal of main undertaking).

5.4 Special Resolution

Resolution 5 will only be effective it is passed as a special resolution which requires (amongst other matters) that it be passed by least 75% of votes cast by members entitled to vote on the resolution.

5.5 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 Capacity as follows:

• (a) Equity Securities may only be issued in reliance on the 10% Placement Capacity at an issue price of not less than 75% of the volume weighted average price 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.

• (b) If Resolution 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power and economic interests in the Company could potentially 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 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,

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

The table below shows:

• (i) the potential dilution of existing Shareholders assuming a share issue at the current market price of Shares and assuming the current number of ordinary securities for variable “A” (as described in section 5.2 and Listing Rule 7.1A.2)(further assumptions are set out in the notes immediately below the table).

• (ii) three further examples where variable “A” has increased by 26% (as will occur if the maximum proposed Share issues described in Resolutions 6 and 7 are made) 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities included in variable “A” 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

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(iii) 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	Dilution	Dilution
		$0.0365	$0.073	$0.146
		50% decrease in Issue Price	Assumed Issue Price	100% increase in Issue Price
Current Variable A (Shares)	10% dilution - Shares issued	2,750,000
27,500,000	Funds raised	$100,375	$200,750	$401,500
26% increase in Variable A (Shares)	10% dilution - Shares issued	3,464,285
34,642,858	Funds raised	$126,446	$252,893	$505,786
50% increase in Variable A (Shares)	10% dilution - Shares issued	4,125,000
41,250,000	Funds raised	$150,563	$301,125	$602,250
100% increase in Variable A (Shares)	10% dilution - Shares issued	5,500,000
55,000,000	Funds raised	$200,750	$401,500	$803,000

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.

• (iii) 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 the Shareholder’s holding at the date of the Meeting.

• (iv) The table shows only the effect of a maximum issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (v) The use of Equity Securities under the 10% Placement Facility consists only of Shares.

• (vi) The assumed issue price is $0.073, being the closing price of the Shares on ASX on 17 October 2012.

(c) The date by which Equity Securities may be issued under the 10% Placement Capacity approved (if approved) at the Meeting will be the end of the 10% Placement Period set out in section 5.3 above (30 November 2013, unless the Meeting is adjourned prior to the passing of Resolution 5). The approval will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 or Listing Rule 11.2.

(d) The Company may seek to issue the Equity Securities under the 10% Placement Facility for the following purposes (but, to the maximum extent permitted by the Listing Rules, may also use for any other purpose):

• (i) for cash consideration, in which case the Company may use the funds raised towards

• making (or to securing the right to make) one or more acquisitions and/or to further its existing projects; and/or

• general working capital; so that the Company has the necessary working capital and flexibility to consider, and if thought fit, to put in a stronger position make (or to secure the right to make) one or more acquisitions and/or to further its existing projects

• (ii) non-cash consideration for the acquisition of (or securing the right to make acquisitions of) new projects and investments or to further its existing projects. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon the issue of any Equity Securities under the 10% Placement Facility.

(e) If the 10% Placement Capacity is used, the Company’s allocation policy will be dependent on the prevailing market conditions at the time of the proposed issue or issues. The identity of the allottees of Equity Securities

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will be determined on a case-by-case basis having regard to the factors at the time including but not limited to the following:

• (i) the methods of raising funds that are available to the Company;

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

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

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

The allottees under the 10% Placement 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.

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

RESOLUTIONS 6 AND 7 – ISSUES OF SHARES TO PETER THOMAS AND GREGORY STEEMSON

6.1 General

If this resolution is passed, the Company may issue (and may agree), to issue to each or either of Peter Thomas and Gregory Steemson ( Related Parties ) a total of up to 3,571,429 fully paid ordinary Shares each at an issue price of $0.07 per Share.

ASX Listing Rule 10.11 requires (subject to certain exceptions) shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party of the entity, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained.

Chapter 2E (section 208) of the Corporations Act provides that, for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

Section 210 provides that member approval is not needed to give a financial benefit on terms that:

• (a) would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm’s length; or

• (b) are less favourable to the related party than the terms referred to in paragraph (a).

Although the Directors believe that the terms of the proposed Share issues are less favourable to each of the Related Parties than would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length, Shareholder approval is sought for the avoidance of any doubt as to legitimacy of the proposed Share issues and for the purposes of transparency and best practice corporate governance.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Shares to the Related Parties will not be included in the calculation of the Company’s annual 15% Placement Capacity pursuant to Listing Rule 7.1 or in the proposed further 10% Placement Capacity pursuant to Listing Rule 7.1A (refer to Resolution 5).

6.2 Specific Information pursuant to Listing Rule 10.13 and Chapter 2E of the Corporations Act

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed issues of Shares:

• (a) the related parties are Messrs Peter Thomas and Gregory Steemson and they are related parties by virtue of being Directors;

• (b) the maximum number of Shares (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

• (i) up to 3,571,429 Shares to Mr Thomas;

• (ii) up to 3,571,429 Shares to Mr Steemson;

• 10 -

These numbers are proposed because they represent the amount of funds which each Related Party is currently proposing to contribute;

• (c) no Shares will be issued to the Related Parties under this authority later than 1 month after the date of the Annual General Meeting (or such later date as may permitted by ASX);

• (d)

• the Shares will be issued for $0.07 (cash) per Share;

• (e) the Shares will be fully paid ordinary Shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue;

• (f) as at 30 September 2012 the Company had approximately $2,675,000 in cash reserves of and 27,500,000 Shares on issue (9.7 cents per share);

• (g)

• the purposes of the Share issues are to:

• (i) (and use the funds raised to) provide the Company with additional working capital and flexibility to consider, and if thought fit, to put in a stronger position to make (or to secure the right to make) one or more acquisitions and to further its existing projects; and

• (ii) increase the Related Parties’ commitment to maximising Shareholder returns and ensure that the interests of the Related Parties are more closely aligned with the interests of Shareholders.

The Company is also contemplating a rights issue of partly paid shares in the near future. However, it does not intend to do so without relief from ASIC because without such relief it cannot use a transaction specific prospectus for that purpose unless the partly paid shares are quoted for at least 3 months (such relief has not been applied for as at the date of this Notice and such an application would not be assured of success). If such a rights issue proceeds, the Related Parties will be able to participate in that rights issue and also envisage underwriting or sub-underwriting some or all of that rights issue on commercially reasonable and arm’s length terms;

• (h) the Related Parties are presently non-executive Directors. Should Resolutions 6 and 7 be passed and the Shares issued, Peter Thomas and George Sakalidis presently intend to appoint Mr Steemson as the Company’s managing director (and Mr Steemson presently intends to accept such an appointment). It is intended that Mr Sakalidis (the Company’s present managing director) will then become a non-executive director. Mr Steemson’s proposed level of remuneration has not been determined at the date of this Notice;

• (i) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Mr Thomas	310,272	183,8581
Mr Steemson	132,073	-

1 Exercisable at $0.5874 on or before 22 Dec 2014.

• (j) if the maximum Shares are issued to the Related Parties as proposed, the number of Shares on issue will increase by 7,142,858 to a total of 34,642,858 (assuming that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted by 26% (i.e. the voting power of Shareholders other than the Related Parties immediately after the issue will be 79% of their preissue voting power). The effect on the voting power of the Company’s substantial shareholders will be as follows:

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Substantial holder	Shares held as	Current	Total Shares	Voting power
	at the date of	voting power	held after issue	after issue of
	this Notice		of new Shares	new Shares
Mr Thomas	310,272	1.1%	3,881,701	11.2%
Mr Steemson	132,073	0.5%	3,703,502	10.7%
Mr George Sakalidis	2,122,479	7.7%	2,122,479	6.1%
Mr FDL Ribton	1,797,236	6.5%	1,797,236	5.2%
JP Morgan Nominees Aust Ltd	1,386,090	5.0%	1,386,090	4.0%

(k) the remuneration and emoluments from the Company to the Related Parties for the three months to 30 September 2012 and for the financial year ending 30 June 2012 are set out below:

Related Party	3 months to	Year to
	30 Sep 2012	30 June 2012
Mr Thomas	$10,208	$170,0001,2
Mr Steemson	$9,000	$126,0001,3

1 During year to June 2012, Messrs Steemson and Thomas were each paid $120,000 (at the rate of $30,000 per month) by the Company under contract (commencing 1 Dec 2012) to assist in the implementation of a major acquisition (the Hillgrove antimony-gold mine in New South Wales), which acquisition has since been abandoned due to the Company not being able to raise the necessary capital ($60m).

2 Mr Thomas’ remuneration as non-executive chairman was set at $50,000 per annum during the year to June 2012 (since reduced).

3 Mr Steemson was appointed as a Director on 4 April 2012. Mr Steemson’s $120,000 for assisting with the Hillgrove acquisition (refer to note 1), was incurred prior to his being appointed as a Director., with the $6,000 balance being non-executive Director fees.

Messrs Thomas and Steemson are currently remunerated at the annual rate of $40,000 and $36,000 (respectively) for their services as non-executive chairman and non-executive Director respectively;

(l) More detailed information regarding Directors’ remuneration, Directors’ interests and related party transactions is set out in the Annual Report, but is not considered material (and therefore not reasonably required) for the purpose of considering whether to pass Resolutions 6 and 7. However, any Shareholders interested in that information should refer to the Remuneration Report and Directors’ Interests section of the Directors Report (pages 10 to 12 of the Annual Report), and to notes 5 (Key Management Personnel Compensation) and 21 (Related Party and Related Entity Transactions) of the Financial Report (pages 31 and 35 respectively of the Annual Report). Information on each Related Party is also set out in the Directors Report (page 9 of the Annual Report) and in the Explanatory Memorandum to Resolutions 3 and 4. Copies of the Annual Report are available on the Company’s web site www.emunickel.com.au and have been sent to Shareholders who have made an election to receive the Annual Report;

• (m) the Company has not sought a theoretical valuation of the Shares to be issued as the Shares are tradable in a transparent and informed market on ASX;

• (n) the trading history of the Shares on ASX in the 3 months to 17 October 2012 (the latest practicable date before the date of this Notice of Annual General Meeting) is set out below:

	Price	Date
Highest	9.1 cents	24, 30 Jul & 2 Aug 2012
Lowest	6.5 cents	31 Aug 2012
Last	7.3 cents	17 Oct 2012

• (o) the Board does not consider that there are any significant opportunity costs to, or benefits foregone by, the Company in issuing the Shares upon the terms proposed. However, if at the time of issue the Shares are trading on ASX at a higher price than the issue price, there may be a perceived cost to the Company;

• (p) the Company does not expect any materially adverse taxation consequences as a result of the Share issues;

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• (q) the Board acknowledges the issue of the Shares will reduce the independence of the Related Parties for the purpose of Recommendation 2.1 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the issues of Shares to the Related Parties is reasonable and appropriate in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining (or, in this case, increasing) the Company’s cash reserves, which the Company considers prudent to enable it to consider substantial new projects for potential investment in an effort to maximise value for Shareholders;

• (r) If Resolution 6 is not passed or the relevant Shares are not issued to Mr Thomas (or his nominee) it is Mr Thomas’ present intention to revert to being an independent non-executive chairman, predominantly focussing on corporate governance and the efficient functioning of the Board (as opposed to actively and energetically seeking out and spending significant time on new value adding opportunities over and beyond what would typically and reasonably be expected of an independent non-executive chairman);

• (s) If Resolution 7 is not passed or the relevant Shares are not issued to Mr Steemson (or is nominee) it is Mr Steemson’s present intention to resign as a Director;

• (t) Mr Thomas declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 6, recommend that Shareholders vote in favour of Resolution 6 as they believe:

• (i) the terms of issue are more favourable to the Company than would be likely in an arm’s length transaction;

• (ii) the Company will better positioned and resourced (financial and personnel) to develop and grow the Company to maximise returns to Shareholders.

The Board (other than Mr Thomas) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution;

• (u) Mr Steemson declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 7, recommend that Shareholders vote in favour of Resolution 7 as they believe:

• (i) the terms of issue are more favourable to the Company than would be likely in an arm’s length transaction;

• (ii) the Company will better positioned and resourced (financial and personnel) to develop and grow the Company to maximise returns to Shareholders.

• (v) The Board (other than Mr Steemson) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

RESOLUTION 8 – SECTION 195 APPROVAL

Section 195 of the Corporations Act relevantly provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered, except in certain circumstances or unless non-interested directors pass a resolution approving the interested director’s participation. However, section 195(4) relevantly provides that if there are not enough directors to form a quorum for a directors meeting because of this restriction, one or more of the directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.

Messrs Thomas and Steemson have a material personal interest in the outcome of Resolutions 6 and 7. In the absence of this Resolution 8, the Directors may not be able to form a quorum at directors meetings necessary to carry out the transactions and related matters contemplated by Resolutions 6 and 7.

For the avoidance of any doubt and for the purpose of transparency and best practice corporate governance, the Directors have exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve. This will authorise the Directors to effect the transactions and carry out related matters contemplated in this Notice of Meeting even if some or all of them have a material personal interest in the transaction or matter.

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GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

10% Placement Capacity	has the meaning given in Sections 5.1 and 5.2 (Resolution 5) of the Explanatory
	Memorandum.
10% Placement Period	has the meaning given in Sections 5.2 and 5.3 (Resolution 5) of the Explanatory
	Memorandum.
15% Placement Capacity	has the meaning given in Section 5.1 (Resolution 5) of the Explanatory
	Memorandum.
AGM	means an Annual General Meeting
Annual Report	means the Directors’ report, the annual financial report and auditors report in
	respect of the financial year ended 30 June 2012 (copies of which have been
	sent to Shareholders who have made an election to receive it and copies of
	which are available on the Company’s web site www.emunickel.com.au).
Associate	has the same meaning as defined in Section 11 and Sections 13 to 17 of the
	Corporations Act.
ASX	means ASX Ltd ABN 98 008 624 691 and, where the context requires, the
	Australian Securities Exchange operated by ASX Ltd.
Board	means the board of Directors of the Company.
Closely Related Party	has the same meaning as defined in Section 9 of the Corporations Act, that is: (i)
	the spouse or child of a member of the Key Management Personnel; or (ii) a
	child of the member’s spouse; or (iii) a dependant of the member or of the
	member’s spouse; or (iv) anyone else who is one of the member’s family and
	may be expected to influence the ; or (v) a company the member controls; or (vi)
	a person prescribed by the regulations for the purpose of the section 9 definition.
Company	means Emu Nickel NL ABN 50 127 291 927.
Constitution	means the Company's constitution, as amended from time to time.
Corporations Act	means Corporations Act 2001 (Cth).
Director	means a director of the Company.
Equity Securities	has the same meaning as in the Listing Rules, which includes the Company’s
	Shares and Options.
Explanatory Memorandum	means this information attached to the Notice, which provides information to
	Shareholders about the Resolutions contained in the Notice.
Key Management Personnel	means those persons having authority and responsibility for planning, directing
orKMP	and controlling the activities of the Company, directly or indirectly, including any
	Director (whether executive or otherwise).
Listing Rules	means the listing rules of ASX.
Meeting	has the meaning in the introductory paragraph of the Notice.
NoticeorNotice of Meeting	means the Notice of Annual General Meeting accompanying this Explanatory
	Memorandum.
Option	means an option to acquire a Share in the Company.
Proxy Form	means the proxy form accompanying this Notice.
Remuneration Report	means the remuneration report of the Company outlined in the Annual Report.
Resolution	means a resolution contained in the Notice.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a share.
Trading Day	means a day determined by ASX to be a trading day in accordance with the
	Listing Rules.
WST	means Australian Western Standard Time.

• 14 -

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PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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EMU NICKEL NL

REGISTERED OFFICE:

ABN: 50 127 291 927

LEVEL 2 16 ORD STREET WEST PERTH WA 6005

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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Code: EMU Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting). or failing the person named, or if no person is named, the Chairperson 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, to vote or abstain, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 1.00pm WST on Friday 30 November 2012 at Level 2, 16 Ord Street, West Perth Western Australia and at any adjournment of that meeting.

Chairman authorised to exercise undirected proxies: Where I/we have appointed the Chairperson of the Meeting as my/our proxy (or the Chairperson becomes my/our proxy by default), I/we expressly authorise the Chairperson to exercise my/our proxy as he/she sees fit (except where I/we have indicated a different voting intention below) even if the Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel of the Company.

The Chairperson intends to vote undirected proxies in favour of all Resolutions with the exception of Resolution 2 (Board Spill Meeting). The Chairperson intends to vote undirected proxies against Resolution 2. A vote for Resolution 2 is a vote to support the spill motion.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

• 1.Adoption of Remuneration Report

2. Board Spill Meeting

3. Re-election of Peter Thomas as a Director

1. Re-election of Greg Steemson as a Director

2. Approval of 10% Placement Facility

6. Approve issue of shares to Mr Peter Thomas

7. Approve issue of shares to Mr Greg Steemson

8. Section 195 Approval

For Against Abstain*

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• 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 votes will not be counted in computing the required majority on a poll.

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote on Resolutions 6 and 7, please mark "X" in the box. By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him/her other than as a 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 Chair will not cast your votes on Resolutions 6 and 7 and your votes will not be counted in calculating the required majority if a poll is called on those resolutions.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

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9473632082 Reference Number:

EMU

1

1

My/Our contact details in case of enquiries are: NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of EMU NICKEL NL. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of EMU NICKEL NL.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or 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 of your votes; and

• (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 1.00pm WST on Wednesday 28 November 2012, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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