EV RESOURCES LTD - AGM Information 2013

South East Asia Resources Limited

ABN 66 009 144 503

Notice of Annual General Meeting and Ex lanator Statement p y

Annual General Meeting to be held at: Time: 2.00 pm (AWST) Date: Friday, 29 November 2013 Place: Subiaco Arts Centre 180 Hamersley Road SUBIACO WA 6008

This is an important document and should be read in its entirety. Please read it carefully. A Proxy Form is enclosed within this Notice of Annual General Meeting and Explanatory Statement If you are unable to attend the Annual General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor and/or other professional adviser without delay.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of South East Asia Resources Limited ( “Company” or “SXI” ) will be held at the Subiaco Arts Centre, 180 Hamersley Road, Subiaco, Western Australia on Friday, 29 November 2013 commencing at 2.00 pm (AWST).

The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting and should be read in conjunction with the Notice. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company as at 5.00pm (AWST) on Wednesday, 27 November 2013.

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

AGENDA

Financial Statements and Reports

To receive and consider the annual financial report of the Company, together with the Director’s and Auditor’s reports for the financial year ended 30 June 2013, as set out in the Annual Report.

1. RESOLUTION 1 – Non-binding Resolution to adopt Remuneration Report

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as set out in the Annual Report for the year ended 30 June 2013 be adopted.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

Voting Exclusion Statement : A vote on this Resolution must not be cast (in any capacity) by or on behalf of the following persons:

a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
b) a closely related party of such member.

However, a person described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
b) the voter is the Chairman of the meeting and the appointment of the Chairman as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chairman to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

2. RESOLUTION 2 –Re-election of Mr. Wayne Knight as a Director

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

“That, for all purposes, Mr Wayne Knight who retires in accordance with clause 12.2 of the Constitution and being eligible for re-election, be re-elected as a Director.”

3. RESOLUTION 3 – Re-election of Mr. Jackob (Kobi) Tsaban

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

“That, Mr Jackob Tsaban, a Director who was appointed as an additional Director on 18 October 2013, who retires in accordance with clause 12.4 of the Constitution and ASX Listing Rule 14.4, and being eligible for re-election, be re-elected as a Director.”

4. RESOLUTION 4 – Issue of Securities under a Bond Subscription Agreement

To consider and, if thought fit, to pass the one of following resolutions with or without amendment (as applicable as at the date of the meeting) as an ordinary resolution :

Option A: if the Company receives before the date of the meeting a waiver of ASX Listing Rule 7.3.2 to permit issue of up to 950 Bonds over the next 15 months from the date of the AGM

"That, for the purposes of Listing Rule 7.1 and all other purposes, approval is given for the issue of up to 950 Bonds at a subscription price of $10,000 each, to PA Broad Opportunity IV Limited or its Affiliates under the Bond Agreement, on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Option B: if the Company does not receive the waiver referred to in Option A above before the date of the meeting

"That, for the purposes of Listing Rule 7.4 and all other purposes, approval is given for the issue of up to 350 Bonds at a subscription price of $10,000 each, to PA Broad Opportunity IV Limited or its Affiliates under the Bond Agreement, on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion Statement : The Company will disregard any votes cast on Resolution 4 by PA Broad Opportunity IV Limited and any of its associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. RESOLUTION 5 – Ratification of Issue of Initial Tranche Securities under Bond Agreement

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

"That, for the purposes of Listing Rule 7.4 and all other purposes, the issue of 50 Bonds having at a subscription price of $10,000 each to PA Broad Opportunity IV Limited on 18 September 2013 under the Bond Agreement, on the terms and conditions set out in the Explanatory Statement accompanying this Notice, is hereby ratified."

Voting Exclusion Statement : The Company will disregard any votes cast on Resolution 5 by PA Broad Opportunity IV Limited, and any of its associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. RESOLUTION 6 – Approval of issue of Equity Securities for the purpose of ASX Listing Rule 7.1A

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

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

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 6 by a person (and any associates of such a person) who may participate in the 10% placement capacity, a person who may obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed and any of their associates. However, the Company will not disregard a vote if 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 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.

Other Business

To consider and deal with any other business that may be brought before the Meeting in accordance with the Constitution and the Corporations Act.

By Order of the Board of Directors

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Steven Pynt Chairman South East Asia Resources Limited 18 October 2013

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Annual General Meeting to be held at the Subiaco Arts Centre on Friday, 29 November 2013 at 2.00pm (AWST).

The purpose of the 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.

This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms and abbreviations in this Explanatory Statement are defined in the Glossary.

Financial Statements and Reports

The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2013 together with the Directors' declaration and report in relation to that financial year and the auditor's report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report can be found on its website at www.southeastasiaresources.com.au/financialstatements.asp or on the ASX website in the Company’s information page.

No resolution is required to be moved in respect of this item. Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the Company's auditor questions relevant to:

the conduct of the audit;
the preparation and content of the independent audit report;
the accounting policies adopted by the Company in relation to the preparation of accounts; and
• the independence of the auditor in relation to the conduct of the audit.

Written questions may also be submitted to the Company’s auditor on the content of the auditor’s report in the 2013 Annual Report and the conduct of the audit. Such questions must be received by the Company Secretary at the Company’s registered office no later than 5 business days before the Meeting.

1. Resolution 1 – Adoption of Remuneration Report

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, this resolution is advisory only and does not bind the Directors of the Company.

The Remuneration Report is set out in the Company’s 2013 Annual Report and explains the Board policies in determining the nature and level of remuneration paid to Directors, the relationship between remuneration and Company performance, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.

Shareholders will be provided with a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report at the Meeting.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice.

In particular, the Directors and other Restricted Voters may not vote on this Resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chairman, and expressly authorises the Chairman to exercise your proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. Please carefully follow the instructions on the Proxy Form to ensure that you expressly authorise the Chairman to vote undirected proxies.

Shareholders are urged to provide a direction to the proxy on how to vote on this Resolution.

2. Resolution 2 – Re-election of Mr. Wayne Knight

Pursuant to clause 12.2 of the Constitution, at every annual general meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-election, or who have been longest in office since their appointment or last re-election or, if the Directors have been in office for an equal length of time, by agreement.

These requirements for a Director to retire do not apply to a Managing Director.

In accordance with the above, Mr Wayne Knight, being a Director, retires by rotation at the Meeting and, being eligible, offers himself for re-election as a Director.

Mr Knight has worked in the financial services industry since 1989. He has experience in the areas of personal superannuation planning, managed investments, risk management, estate planning, rollover and redundancy planning, wealth creation and insurances.

3. Resolution 3 - Re-election of Mr. Jackob (Kobi) Tsaban

Clause 12.4 of the Constitution provides that the Directors may at any time appoint a person to be a Director as an addition to the existing Directors, but so that the total number of Directors does not exceed the maximum number specified by the Constitution. The number of Directors shall not exceed 9.

Pursuant to Clause 12.4 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken in account in determining the Directors who are to retire by rotation at that meeting.

Mr Jackob Tsaban was appointed as a Non-Executive Director on 18 October 2013.

Mr Jackob Tsaban has 20 years experience in international financial, strategic planning and due diligence, including nine years as Chief Financial Officer of 3M Group Israel, where he held responsibilities for the financial, IT and logistics servicing for this multinational company's subsidiary, dealing among other divisions with the mining and aviation industries. He also has experience in mergers and acquisitions with Australian ASX listed companies. Mr Jackob Tsaban is also Chief Financial Officer of ORH Limited (ASX: ORH).

Pursuant to Clause 12.4 of the Company’s Constitution, Mr Jackob Tsaban, being a Director, offers himself for re-election as a Director.

4. Resolution 4 – Issue of Securities under a Bond Subscription Agreement

4.1 Details and background

The Company has entered into the Bond Subscription Agreement ( Bond Agreement ) with PA Broad Opportunity IV Limited ( PABO or the Subscriber ) under which the Company proposes to issue to the Subscriber and/or its affiliates a series of redeemable 6% coupon convertible bonds ( Bonds ). The Bonds will be issued in tranches of $500,000 and in denominations of $10,000 each. Subject to certain conditions being met, the Company can issue Bonds up to a maximum value of $10,000,000 (being the full 20 tranches of Bonds). Bonds can be subscribed for and issued during the period of 5 years from the issue of the Initial Tranche of Bonds. No request for Bonds can be made after 5 years from the date of the issue of the Initial Tranche of Bonds. On 18 September 2013, the Company issued the Initial Tranche of Bonds having a face value of $500,000 (see Resolution 5). The Company considers that the Bonds provide the framework for an effective and efficient means of raising capital for the purpose of funding the Company's exploration activities (discussed in more detail below).

The Company has considered a number of more traditional methods of raising funds before progressing with negotiations with PABO in relation to the Agreement. Many of these are not traditionally available to exploration companies. The options considered include debt facilities (including discussions with a number of financial institutions), share placements, and issuing various kinds of convertible notes. Due to limitations arising from the nature of the Company's activities and its current circumstances, SXI believes that the amount of funds which could be raised using these methods, and the relative cost of obtaining the funds, is not attractive for the scale of capital raising proposed.

Raising capital in the amounts contemplated under the Bond Agreement through traditional notes or placements would require considerable management time and costs in the form of discounted issue prices, advisory fees, interest payments and commission structures. The Company's research indicates that for exploration companies, raising funds by way of placements commonly include an issue price discounted to market by up to 20%. Other fees, such as sponsorship or underwriting, may range up to an additional 6%, while the Bonds only involved a fee of $300,000 (settled by the issue of 15 million ordinary shares at an issue price of $0.02 per share) which is equivalent to a 3% fee based on the entire bond facility of $10 million.

Accordingly, the Company considers that the Bond Agreement will provide a more suitable access to funds than the traditional methods explored. In addition to avoiding some of the costs detailed above, it would allow the Company a significant level of flexibility, including the ability to access funds over an accelerated timeframe (subject to annual approvals from shareholders) should PABO wish to further subscribe for Bonds, to limit the debt position of the Company, and to decline to issue further Bonds under the Agreement if desired. We note that under the Agreement the Subscriber and the Company both may elect at the relevant time not to take up or to issue any Bonds. However, in the case of the first 6 subsequent tranches, provided all condition for subsequent issues are met, the Company must comply with a request from the Subscriber.

4.2 The Company's exploration expenditure

The principal purpose of issuing the Bonds is to fund working capital requirements for the growth of the business to a mining and resources ownership and trading business, focusing on activities in South East Asia and Australia and the retirement of existing debt/liabilities.

4.3 Extent of approval sought

Bonds may be subscribed for over a period of up to five years (commencing 18 September 2013).

The Company wishes to have the advantage of having access to adequate funding to achieve its exploration and business growth goals over the medium term. Therefore, the Company is seeking approval to issue up to the full remaining maximum value of $9,500,000 under the Bond Agreement (over 15 months, in the case of Resolution 4 Option A) or up to $3,500,000 (over 15 months in the case of Resolution 4 Option B).

4.4 The Subscriber

PABO is wholly owned by Pacific Alliance Asia Opportunity Fund L.P. Pacific Alliance Group Asset Management Limited is the general partner of Pacific Alliance Asia Opportunity Fund L.P.

The Pacific Alliance Asia Opportunity Fund L.P. is a hedge fund limited partnership launched and managed by Pacific Alliance Investment Management Limited. The fund invests in public equity, fixed income, and alternative investments markets across Asia with a focus on China. It makes its investments in companies operating across diversified sectors.

Pacific Alliance Asia Opportunity Fund Limited ( PAX ) is a closed-end investment company, incorporated in the Cayman Islands that serves as a feeder fund for Pacific Alliance Asia Opportunity Fund L.P. (the “Master Fund”), a Cayman Islands exempted limited partnership. PAX was admitted to trading on the AIM Market of the London Stock Exchange in September 2006 and is managed by Pacific Alliance Investment Management Limited, an affiliate of PAG (www.pagasia.com).

Founded in 2002, PAG (formerly known as Pacific Alliance Group) is now one of the region’s largest Asia-focused investment managers with funds under management across Private Equity, Real Estate and Absolute Return strategies.

PAG has a presence across Asia with over 300 staff working in the region.

None of the shareholders of the Subscriber is related to or associated with any of the Directors or substantial shareholders of the Company.

PABO has entered into Undertaking Agreements with shareholders who hold in aggregate 27% of the issued share capital of the Company ( Covenantors ) as a condition precedent to the Bond Agreement, whereby the Covenantors, if permitted by the ASX Listing Rules and any applicable laws, will, amongst other things, vote in favour of certain resolutions to be proposed at any shareholders meeting required under the Bond Agreement in relation to the Bonds, including a resolution to approve the issue of subsequent tranches of Bonds.

4.5 Highlights of the Agreement

The highlights of the Bond Agreement are summarised below.

The Initial Tranche	The Bond Agreement provides for the issue of Bonds in tranches of $500,000 (each a “Tranche”). On 18 September 2013, the Company issued the Initial Tranche of $500,000.
Subsequent issues	Either party may request that subsequent Tranches of $500,000 be issued. Provided the other party accepts the request and all conditions for subsequent issues are met, subsequent tranches up to a cumulative amount of $9,500,000 may be issued over a 5 year period. However in the case of the first 6 subsequent tranches, provided all conditions for subsequent issues are met, the Company must comply with a request from the Subscriber.
Conditions for subsequent Tranches	A request for a subsequent tranche of Bonds is conditional on, among other things: (i) the request can only be made in respect of a single Tranche at a time (unless otherwise agreed); (ii)the closing price of Shares on the trading day immediately preceding thedate of the request in respect of the subsequent Tranche being equal to or above $0.015; (iii)the daily volume weighted average price of the Shares during the 10 trading days immediately preceding the date of the request in respect of the subsequent Tranche being equal to or above $0.015; (iv)Bonds issued pursuant to an immediately preceding tranche of Bonds having been fully converted into Shares or redeemed (unless otherwise agreed). At this stage, the Company has not agreed any circumstances in which more than a single Tranche of Bonds could be issued, or where a Tranche could be issued before all the Bonds in the previous Tranche had been converted; (v)shareholder approval for the purposes of Listing Rule 7.1 is obtained for the issue.
Warranties and undertakings	The Company has provided the Subscriber warranties with respect to, among other things, the legal, business and financial condition of the Company and its subsidiaries and the power of the Company to enter into, and comply with its obligations under, the Bond Agreement and the terms of the Bonds. The Company has given undertakings that as long as Bonds are outstanding the Company will carry on its business in the ordinary course, not allot or grant any other convertible securities, not increase, reduce or otherwise change its share capital which would result in the Subscriber’s voting power in the Company increasing from 20% or below to more than 20%, and not allow an insolvency event to occur to the Company or amend its constitution.
Exclusivity	The Company must ensure that neither it nor its Affiliates and representatives solicit, discuss or negotiate with any person other than the Subscriber in relation to any proposal that involves the issue of bonds, debentures or other debt securities with features substantially similar to the Bonds to be issued under the Bond Agreement.
Termination for a period of inactivity	The Bond Agreement can be terminated by the Subscriber or the Company in the event that no request for conversion of or subscription for any Bond occurs within 12 months after the previous conversion of, or subscription for, a Tranche of Bonds (whichever is the later).

4.6 Subscription Fees

Pursuant to the terms of the Bond Agreement, the Company has settled the Bond Agreement fee of $300,000 through the issue of 15,000,000 ordinary shares at an issue price of $0.02 per share on 18 September 2013. This fee is equivalent to a 3% fee based on the entire bond facility of $10 million.

4.7 Approvals required & Time limit for approval

Pursuant to ASX Listing Rule 7.1, the Company must not issue or agree to issue equity securities (which includes convertible securities and shares) without Shareholder approval if the issue, when aggregated with the securities issued by the Company without approval (and which were not subject to an exemption) during the previous 12 months, would exceed 15% of the issued shares in the Company.

The effect of Resolution 4 will be to allow the Directors to issue the Bonds pursuant to the Bond Agreement during the period of:

If Option A applies, up to $9.5 million in Bonds over 15 months; or
If Option B applies, up to $3.5 million in Bonds over 15 months,

after the Meeting, without using the Company’s 15% annual placement capacity under LR 7.1.

The Company may continue to issue Bonds for up to 5 years, subject to Shareholder approval under Listing Rule 7.1. Under Listing Rule 7.3.2, the Company must ordinarily issue securities approved by Shareholders for the purposes of Listing Rule 7.1 within three months of the date of the approval.

In respect of Option B, the Company has been granted a waiver from ASX Listing Rule 7.3.2 from the ASX to the extent necessary to permit the issue of subsequent tranche Bonds to the value of $3.5 million at a date more than 3 months after the date of the Annual General Meeting. One of the conditions of the waiver is that these Bonds are issued no later than 15 Months after the Annual General Meeting.

In respect of Option A, the Company intends to apply for a waiver of Listing Rule 7.3.2 to permit the issue of subsequent tranche Bonds to the value of $9.5 million (ie the entire Bond facility) for a period of 15 months after the date of the AGM. The outcome of the waiver, and the timing of the response, is not yet known. The outcome of that application, if it is determined before that General Meeting, will determine whether Resolution 4 Option A is proposed at the meeting or whether Resolution 4 Option B is proposed.

4.8 Technical Information required by ASX Listing Rule 7.1

Listing Rule 7.3 requires that the Shareholders must be provided with the following information before approving the issue of securities.

(a) Maximum number of securities to be issued

The maximum number of Bonds that may be issued in the periods mentioned in 4.8(b) are Bonds to the value of:

(i) if Resolution 4 Option A applies: 950 Bonds having an issue price of $10,000 each;
(ii) if Resolution 4 Option B applies: 350 Bonds having an issue price of $10,000 each.

The maximum number of Shares that may be issued on the conversion of the maximum number of Bonds that may be issued in the periods mentioned in 4.8(b) is:

(i) if Resolution 4 Option A applies: up to 633,333,334 Shares at the Minimum Conversion Price ($0.015);
(ii) if Resolution 4 Option B applies: up to 233,333,334 Shares at the Minimum Conversion Price ($0.015),

(assuming that no events occur which could give rise to an adjustment to the Minimum Conversion Price (please see Schedule 1 for more detail).

If Resolution 4 Option B applies, or if the maximum amount of Bonds under Resolution 4 Option A are not issued, then further Bonds may be issued under the Agreement if Shareholders refresh their approval in the future.

(b) Last date for the issue of the securities

The Bonds mentioned in 4.8(a) may be issued at any time:

(i) if Resolution 4 Option A applies: until 28 February 2015, or such shorter time as permitted by the ASX.
(ii) if Resolution 4 Option B applies: until 28 February 2015.

As stated above, in respect of Resolution 4 Option B, the Company has been granted a waiver from ASX Listing Rule 7.3.2 from the ASX to the extent necessary to permit the issue of subsequent tranche Bonds to the value of $3.5 million at any time during the period up to 28 February 2015. The Company intends to apply for a similar waiver which would enable the Company to issue subsequent tranche Bonds to the value of $9.5 million (entire Bond facility) at any time during the period up to 28 February 2015.

Further Bonds will only be issued in the future if subsequent approval is given by Shareholders or permitted under the Listing Rules.

(c) Issue price of the securities

Each Bond has an issue price of $10,000. The issue price of Shares that may be issued on conversion of the Bonds is explained in Schedule 1.

(d) Names of the allottees

Under the Agreement the Bonds will be issued to:

(i) the Subscriber;
(ii) Affiliates of the Subscriber.

(e) Terms of the securities

The terms of the Bonds are summarised in Schedule 1.

The highlights of the terms of the Bonds are as follows.

Type	Unquoted bonds convertible into ordinary shares of the Company.
Denomination	The Bonds will bein denominations of $10,000 each.
Status	Direct, unsubordinated, unconditional and unsecured.
Interest rate	Interest accrues daily at the rate of 6% per annum (with default interest at the rate of 15% per annum (see Schedule 1 for further detail).
Maturity and redemption	Unless previously redeemed or converted, a Bond will be redeemed on the date falling 5 years from the date of issue of the Bond at 100 per cent of its principal amount. The Company may redeem the Bonds early if it meets certain criteria in relation to taxation. The Subscriber may redeem some or all of the Bonds at any time after one year from the date of issue of the Bonds by notice in writing to the Company. Please see Schedule 1 for further details.
Conversion Price	The price at which Shares will be issued upon conversion of a Bond, as adjusted from time to time (theConversion Price) will be equal to the lower of: (a) 125% of the average of the closing prices per Share for the 25 consecutive trading days immediately prior to the date the Bond is issued (Fixed Conversion Price); and (b) 90% of the lowest average of the closing prices per Share in any 5 consecutive trading days during the 25 consecutive trading days immediately preceding the conversion date, but subject to a minimum conversion price of $0.015 and subject any adjustments required the terms of the Bonds (please see Schedule 1andSchedule 2for further details).
Conversion Ratio	Face value divided by Conversion Price
Conversion period	The period beginning on and including the date of issue of the Bond and ending at close of business on the date immediately preceding the maturity date of the Bond.
Minimum Conversion Amount	Unless otherwise agreed by the Company, the minimum aggregate principal amount of bonds to be converted in any single conversion of Bonds is $100,000.
Warranties and Undertakings	The Company gives various warranties and undertakings.
Events of Default	Events of Default apply. Please refer to Schedules 1.
Dilution protection	Dilutive events may give rise to an adjustment to the Conversion Price. Please refer to Schedules 1.

(f) Intended use of the funds raised

Funds raised through the issue of the Bonds will be used to fund working capital requirements for the growth of the Company’s business to a mining and resources ownership and trading business, focusing on activities in South East Asia and Australia, and for the retirement of existing debt/liabilities.

(g) Dates of allotment

The allotment of the Bonds will occur progressively.

4.9 Comparative information

By way of further information for the benefit of the Shareholders, the following comparative information is presented.

The pro forma capital structure of the Company as at 15 months after the date of shareholder approval of Resolution 4 Option A and at 15 months after the date of Shareholder approval of Resolution 4 Option B is summarised in the table below.

This table is a pro forma example of the maximum possible issue of securities arising out of the approval of Resolutions 4 and 5 (subject to the assumptions stated below). The actual capital structure of the Company will vary depending on the number of Bonds actually issued. The table assumes:

(a) the issue of 2,500,000 Shares in accordance with Resolution 6 of the Company’s Notice of General Meeting dated 23 September 2013;
(b) the issue of 33,333,333 shares at the Minimum Conversion Price ($0.015) on the assumption that the 50 Bonds (initial tranche) issued by the Company on 18 September 2013 are converted at the Minimum Conversion Price ($0.015), in addition to Shares that would be issued on conversion of the number of Bonds referred to in 4.9(c)(ii) and 4.9(d)(ii) below.
(c) during the 15 month period after approval of Resolutions 4 Option A:
(i) the issue of up to 950 Bonds; and
(ii) the issue of up to 633,333,334 Shares at the Minimum Conversion Price ($0.015) on the conversion of 950 Bonds.
(d) during the three month period after approval of Resolutions 4 Option B:
(i) the issue of up to 350 Bonds; and
(ii) the issue of 233,333,334 Shares at the Minimum Conversion Price ($0.015) on the conversion of 350 Bonds.

Security	Currently on Issue	Pro Forma – Resolution 4 Option A	Pro Forma – Resolution 4 Option B
Shares quoted on the ASX	238,452,2771	905,118,944	505,118,944
Convertible Bonds	50 Bonds of $10,000 each (totalling $500,000)	-	-
Performance Shares not quoted on ASX	120,000,000	120,000,000	120,000,000
Options (all incentive) not quoted on ASX	35,000,000	35,000,000	35,000,000

The Company has an obligation to seek shareholder approval for the issue of up to a further 220 million shares upon the occurrence of milestones 2 and 3 of the South East Asia Energy Pte Ltd acquisition as detailed in the Notice of General Meeting dated 22 August 2012.

Assuming no additional securities are issued by the Company or convertible securities exercised.

The Company currently has additional convertible notes of $1.9 million and convertible loans of $1.68 million convertible into Shares in the Company. Please refer to the Company 2013 Annual Financial Report for further details regarding these notes and loans.

Assuming no additional securities are issued by the Company, other than Shares issued upon conversion of the Bonds.
The Bonds are subject to adjustment to the conversion price in accordance with part 4 of the Terms of Bonds. Such adjustments are not taken into account in this calculation of Shares in existence upon full conversion of the Bonds.

4.10 Company Flexibility

Other than with respect to the first 7 subsequent Tranches (comprising 350 Bonds with an aggregate value of $3,500,000), the Company is not under any obligation to issue Bonds under the Bond Agreement. Either party may request that a subsequent Tranche of $500,000 worth of Bonds be issued. Provided the other party accepts the request and all conditions for subsequent Tranches are met, subsequent Tranches up to a cumulative amount of $9,500,000 may be issued over a 5 year period. However in the case of the first 6 subsequent Tranches, provided all conditions for subsequent issues are met, the Company must comply with a request from the Subscriber for subscription of a Tranche.

4.11 Recommendation of the Board

The Directors recommend that Shareholders vote in favour of Resolution 4 (Option A or Option B, as applicable).

5. Resolution 5 – Ratification of Initial Tranche under Bond Agreement

5.1 Details and background

As explained at Section 4.1 above, the Company has entered into the Bond Agreement under which the Company proposes to issue to PABO and/or its Affiliates a series of Bonds.

On 18 September 2013, the Company issued to the Subscriber the Initial Tranche of Bonds having a face value of $500,000. This resolution seeks shareholder approval for the conversion of the Initial Tranche Bonds.

Please refer to section 4 for further details regarding the details and background to the Bond Agreement.

ASX Listing Rule 7.1 provides that the Company must not, subject to specified exceptions, issue or agree to issue equity securities (which includes convertible securities and shares) without Shareholder approval if the issue, when aggregated with the securities issued by the Company without approval during the previous 12 months, would exceed 15% of the issued shares in the Company.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.4. It enables the Company in general meeting to ratify a previous issue of securities made under ASX Listing Rule 7.1 in which case those securities will not be counted towards to 15% annual placement capacity in ASX Listing Rule 7.1. Accordingly ratification of the Initial Tranche of Bonds is sought to provide the Company with the flexibility to issue equity securities in the future up to the 15% annual placement capacity without the requirement to obtain prior shareholder approval.

5.2 Information required for approval under ASX Listing Rule 7.1

ASX Listing Rule 7.4 requires that the following information be provided to Shareholders when seeking ratification under ASX Listing Rule 7.4:

(a) Number of securities issued

50 Bonds were issued at a subscription price of $10,000 each (raising $500,000). The maximum number of Shares that may be issued on the conversion of these Bonds is up to 33,333,333 Shares (assuming that no events occur which could give rise to an adjustment to the Minimum Conversion Price (please see Schedule 1 for more detail)).

(b) Issue price of the securities

Each Bond has an issue price of $10,000. The issue price of Shares that may be issued on conversion of the Bonds is explained in Schedule 1.

(c) Terms of the securities

The terms of the Bonds are summarised in Schedule 1. Please refer to Section 4.5 for a highlight of the terms of the Bonds.

Upon conversion, the shares issued will be fully paid ordinary shares in the Company and will rank equally in all respect with the Company’s existing Shares on issue.

(d) The Intended Use of the Funds Raised

The funds raised from issuing the Bonds to the Subscriber were used to fund working capital requirements for the growth of the business to a mining and resources ownership and trading business, focusing on activities in South East Asia and Australia, and for the retirement of existing debt/liabilities.

No funds will be raised from the conversion of the Initial Tranche Bonds;

5.3 Recommendation of the Board

The Directors recommend that Shareholders vote in favour of Resolution 5.

6. Resolution 6 - Approval of issue of Equity Securities for the purpose of ASX Listing Rule 7.1A

6.1 Overview

Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the ability to issue “ Equity Securities ” (as detailed in the Listing Rules and which include shares and options to acquire shares) pursuant to the 10% Placement Capacity available under ASX Listing Rule 7.1A.

Listing Rule 7.1A was introduced on 1 August 2012 and allows mid to small cap listed entities to seek Shareholder approval to issue Equity Securities equivalent to an additional 10% of the number of ordinary securities on issue by way of placements over a 12 month period ( 10% Placement Capacity ). This is in addition to the 15% permitted 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 at the time of the AGM. The Company is currently an eligible entity for the purpose of Listing Rule 7.1A. The

Board expects that the Company will be an eligible entity as at the date of the AGM. However if the Company is not eligible, Resolution 6 will be withdrawn.

6.2 Description of Listing Rule 7.1A

(a) Shareholder Approval

The ability to issue Equity Securities under Listing Rule 7.1A is subject to Shareholder approval by way of special resolution at AGM. Approval cannot be sought at any other Shareholder’s meeting and Equity Securities issued under the approval (if obtained) must be issued within 12 months after the date of the AGM.

No Equity Securities can be issued under Listing Rule 7.1A before the special resolution is passed. The issue of securities under this rule cannot be subsequently approved by security holders and then be treated as if the issue had received prior approval.

(b) Equity Securities

Any Equity Securities issued by the Company under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of the Notice the Company has only one class of quoted Equity Securities on issue being Shares.

(c) Formula for calculating the 10% Placement Capacity

Listing Rule 7.1A.2 provides the formula to determine the maximum number of Equity Securities that may be issued under the 10% Placement Capacity and is calculated as follows:

Number Equity Securities = (A x D) – E

A is the number of Shares on issue 12 months before the date of issue or agreement:
1) plus the number of Shares issued in the 12 months under an exception in Listing Rule 7.2;
2) plus the number of partly paid ordinary shares that became fully paid in the 12 months;
3) plus the number of Shares issued in the 12 months with approval of holders of Shares under Listing Rule 7.1 or 7.4. This does not include an issue of Shares under the entity's 15% placement capacity without Shareholder approval;
4) less the number of 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.

(d) Listing Rule 7.1 and Listing Rule 7.1A

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

At the date of this Notice and subject to shareholders approving all resolutions detail in the Notice of General Meeting dated 23 September 2013, the Company has on issue 238,452,277 Shares and therefore would have the capacity to issue:

(i) 35,767,841 Equity Securities under Listing Rule 7.1; and
(ii) subject to Shareholder approval being sought under Resolution 6, 23,845,227 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 7.1A.2 (refer to Section 6.2(c) above), and having regard to any Shares issued under the Bond Agreement being considered in Resolutions 4 & 5 detailed above.

(e)

10% Placement Period

Shareholder approval of the 10% Placement 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:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

6.3 Listing Rule 7.1A

The effect of Resolution 6 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 6 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).

6.4 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) 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,

or such longer period if allowed by ASX.

(b) If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Capacity, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the 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 below table shows the dilution of existing Shareholders on the basis of an issue price of $0.02 per Share (being the closing price of the shares on ASX on 3 October 2013) and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the assumed issue price of $0.02 per Share has decreased by 50% and where it has increased by 100%.

Variable 'A' in Listing Rule 7.1A.2			Dilution
		$0.01 50% decrease in Issue Price	$0.02 Issue Price	$0.04 100% increase in Issue Price
Current Variable A 238,452,277 Shares	10% Voting Dilution	23,845,227 Shares	23,845,227 Shares	23,845,227 Shares
	Funds raised	$238,452	$476,905	$953,809
50% increase in current Variable A 357,678,415 Shares	10% Voting Dilution	35,767,841 Shares	35,767,841Shares	35,767,841Shares
	Funds raised	$357,678	$715,357	$1,430,714
100% increase in current Variable A 476,904,554 Shares	10% Voting Dilution	47,690,455 Shares	47,690,455 Shares	47,690,455 Shares
	Funds raised	$476,905	$953,809	$1,907,618

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity.
(ii) None of the unlisted options or Bonds that the Company current has on issue are exercised into Shares before the date of the issue of the Equity Securities;
(iii) None of the unlisted performance shares that the Company current has on issue are exercised into Shares before the date of the issue of the Equity Securities;
(iv) None of the Shares or convertible notes that the Company has Shareholder approval or seeking approval to issue are issued before the date of the issue of the Equity Securities under the 10% Placement Capacity, see section 6.2(d) for further details;
(v) 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%.
(vi) 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 Capacity, based on that Shareholder’s holding at the date of the Meeting.
(vii) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(viii) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes listed or unlisted options or performance Shares, it is assumed that those options and or performance Shares are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(vii) The issue price is $0.02, being the closing price of the Shares on ASX on 3 October 2013.
(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period.
(d) The Company may seek to issue the Equity Securities for the following purposes:
(i) In consideration of the acquisition of new resources assets and investments, in which case the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
(ii) to raise funds, in which case the Company intends to use the funds raised towards advancing specific Company projects and/or exploration and feasibility study expenditure on the Company’s current assets and/or general working capital and/or identification, due diligence and acquisition of new assets or investments (including expense associated with such acquisition).

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

(e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement 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:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(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 and broking 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.

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

(f) The Company obtained Shareholder approval for the 10% Placement Capacity at its 2012 Annual General Meeting.

During the 12 months prior to the date of this Notice, the company issued 238,208,333 equity securities representing 126% of the total number of equity securities on issue 12 months ago.

Number of Equity Securities Issued	Class of Equity Securities Issued	Name of Person to Whom Equity Securities were Issued to	Issue Price	Cash Consideration	Discount
30,000,000	Shares	Various shareholders	$0.025	750,000	26%
10,625,000	Shares	Various shareholders	$0.024	Nil, shares were issued upon conversion of convertible loans	20%
6,250,000	Shares	Midland Energy Ltd	$0.02	Nil, issued in consideration of Option Fee	Nil
15,000,000	Shares	PA Broad Opportunity IV Limited	$0.02	Nil, issued in satisfaction of Bond Subscription Fee	Nil
110,000,000	Performance Shares	Vendors of South East Asia Energy Resources Pte Ltd	Issued as part consideration for acquisition of South East Asia Energy Resources Pte Ltd	Nil	N/A
33,000,000	Performance Options	Vendors of South East Asia Energy Resources Pte Ltd	Issued as part consideration for acquisition of South East Asia Energy Resources Pte Ltd	Nil	N/A
33,333,333	50 Convertible Bonds	PA Broad Opportunity IV Limited	Aggregate face value of $500,000	$500,000	N/A
Total: 238,208,333

On 10 December 2012, the Company completed the placement of 30,000,000 ordinary shares at $0.025 per share to raise $750,000 to various sophisticated and professional investors.
On 25 January 2013, the Company issued 10,625,000 ordinary shares at a deemed value of $0.024 per share, respectively, in consideration for the conversion of convertible loans.
On 24 December 2012, the Company issued 110,000,000 Performance Shares at a deemed value of $0.045 per performance share and 33,000,000 Performance Options in consideration for the acquisition of South East Asia Energy Resources Pte Ltd.

On 31 May 2013 & 31 July 2013, the Company issued 5,000,000 & 1,250,000 ordinary shares, respectively, at a deemed value of $0.02 per share as payment of the $100,000 option fee and $25,000 option extension fee regarding the option granted to the Company to acquire Tiger Coal Pty Ltd and Energy Investments Pty Ltd
On 18 September 2013, the Company issued the 50 Initial Tranche Bonds of $500,000 and 15 million shares in satisfaction of the $300,000 Bond Subscription Fee.

After allowing for existing cash reserves, the Company has spent approximately $1,210,000 of the cash consideration received from the issue of the equity securities.

(g) A voting exclusion statement is included in the Notice. As at the date of this Notice, the Company does not yet know, nor has it formed an intention in relation to how it will decide, which parties it may approach to participate in any issue that may ultimately be made. Therefore, no Shareholders will be excluded from voting on Resolution 6 as no Shareholder has an interest in the outcome of the Resolution that is potentially different from that of any other Shareholder.

6.5 Recommendation of the Board

The Directors consider that the approval of the issue of the Equity Securities (as described above) is beneficial for the Company as it provides it with the flexibility to issue up to a greater number of shares than it is currently able to do so under ASX Listing Rule 7.1 in the next 12 months (without further shareholder approval), should it be required. The directors recommend Shareholders vote in favour of the Resolution.

7. Enquiries

Shareholders are encouraged to contact the Company Secretary on (+61 8) 6489 0600 if they have any queries in respect to the matters set out in the Notice and Explanatory Statement.

GLOSSARY

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

2012 AGM	the annual general meeting of the Company held in 2012.
Accounting Standards	has the meaning given to that term in the Corporations Act.
Affiliates	in relation to the Subscriber, means any entity that controls, is controlled by
	or is under common control with, the Subscriber.
Annual General Meeting or Meeting	the Annual General Meeting of Shareholders convened for the purposes of
	considering the Resolutions.
Annual Report	the annual report of the Company for the year ended 30 June 2013.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited (ABN 98 008 624 691) and, where the context permits, the
	Australian Securities Exchange operated by ASX Limited.
AWST	Australian Western Standard Time.
Board	Board of Directors.
Bond Agreement	has the meaning given at section 4.1.
Chairman	Mr. Steven Pynt.
Closely Related Party	has the meaning given to that term in the Corporations Act.
Company or SXI	South East Asia Resources Limited (ACN 009 144 503).
Constitution	Constitution of the Company.
Corporations Act	Corporations Act 2001 (Cth).
Director	a Director of the Company.
Equity Securities	has the same meaning as in the Listing Rules.
Explanatory Statement	the explanatory statement accompanying the Notice of Meeting.
Key Management PersonnelorKMP	has the meaning given to that term in the Accounting Standards.
Listing Rules	the Listing Rules of the ASX.
Minimum Conversion Price	$0.015 as adjusted from time to time in accordance with the terms and
	conditions of the Bonds, as summary of which is set out at Schedule 1.
Notice	the notice of Annual General Meeting accompanying the Explanatory
	Statement.
Option	an option to acquire a Share.
Proxy Form	the proxy form attached to this Notice.
Remuneration Report	the remuneration report of the Company included in the Directors’ Report
	section of the Company's Annual Report.
Resolution	a resolution to be considered at the Meeting as contained in the Notice.
Restricted Voter	means Key Management Personnel and their Closely Related Parties.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a registered holder of a Share.
SubscriberorPABO	means PA Broad Opportunity IV Limited.
Trading Day	means a day determined by ASX to be a trading day in accordance with the
	Listing Rules.
Tranche	has the meaning given at section 4.5.
VWAP	means volume weight average price.

Voting, Proxy Appointment and Meeting Instructions

HOW TO VOTE

Shareholders can vote by either:

(a) attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
(b) appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice and by submitting their proxy appointment and voting instructions in person, by post, or by facsimile.

VOTING IN PERSON (OR BY ATTORNEY)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting.

PROXY FORM

To be effective, the Proxy Form (and any power of attorney or other authority, if any, under which it is signed) or a copy of facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be validly completed and returned by

(a) Person: Computershare Investor Services Pty Ltd, Level 2, 45 St George’s Terrace, PERTH WA 6000;
(b) Post: Computershare Investor Services Pty Ltd, GPO Box 242, MELBOURNE VIC 3001; or
(c) Facsimile: 1800 783 447 (within Australia) or (+61 3) 9473 2555 (outside Australia);

so that it is received not later than 2.00pm (AWST) on Wednesday, 27 November 2013.

Proxy Forms received later than this time will be invalid.

VOTING BY PROXY

Please note that a Shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies. The proxy may, but need not be, a member of the Company and may be an individual person or a body corporate. A body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

The appointment of a proxy may specify the proportion or the number of votes that the proxy is appointed to exercise, but where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder’s votes that each proxy may exercise, each proxy may exercise half of the votes.

If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter (other than the Chairman) is appointed as a proxy, the proxy may only vote on Resolution 1, if the proxy is specifically instructed to do so. Accordingly, if you intend to appoint a Restricted Voter (other than the Chairman) as your proxy, please ensure that you direct them how to vote in relation to Resolution 1.

If you appoint the Chairman as your proxy please ensure that you expressly authorise him how to vote in relation to Resolution 1, in accordance with the instructions on your proxy form.

Should any resolution, other than those specified in the Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

Shareholders who return their Proxy Form with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the Resolutions proposed in the Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions.

VOTING BY A CORPORATION

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. Any such appointment must comply with the execution and appointment requirements set out on the Proxy Form and otherwise with the provisions of sections 127 and 250D of the Corporations Act or with the legal requirements of the country in which that corporate Shareholder was incorporated. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed. Shareholders can download and fill out the 'Appointment of Corporate Representation' form from Computershare’s website at www.investorcentre.com under the information tab, “Downloadable Forms”.

VOTING ENTITLEMENTS

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00 pm (AWST) on Wednesday, 27 November 2013. Accordingly, transactions registered after that time will be disregarded in determining a Shareholder’s entitlement to attend and vote at the Meeting.

Schedule 1 – Summary of Terms and Conditions of Bonds

A summary of the key terms and conditions of the Initial Tranche of the Bonds is set out below:

(a) ( Issue ): Redeemable 6% coupon convertible Bonds to an aggregate principal value of $500,000.
(b) ( Interest ): Interest accrues daily at the rate of 6% per annum (with default interest at the rate of 15% per annum from the due date) and is payable in arrears every 6 months from the date of issue of the Bonds (or on the earlier conversion or redemption of the Bonds). Failure to pay interest is deemed an event of default.
(c) ( Maturity Date ): Unless previously redeemed or converted, a Bond will be redeemed on the date falling 5 years from the date of issue of the Bonds at 100 per cent of its principal amount.
(d) ( Form and Denomination ): The Bonds will be in registered form, in denominations of $10,000 each.
(e) ( Certificates ): A certificate will be issued for the Bonds.
(f) ( Register of Subscribers ): The Company must keep a register of subscribers for the Bonds.
(g) ( Transferability ): The Bonds are transferable.
(h) ( Conversion Right ): The Subscriber has the right to convert Bonds into Shares at any time during the Conversion Period. The number of Shares to be delivered upon conversion shall be determined by dividing the principal amount of the Bond by the Conversion Price.
(i) ( Conversion Period ): The period beginning on and including the date of issue of the Bond and ending at close of business on the date immediately preceding the Maturity Date.
(j) ( Conversion Price ): The price at which Shares will be issued upon conversion of a Bond, as adjusted from time to time (the Conversion Price ) will be equal to the lower of:
(i) 125% of the average of the closing prices per Share for the 25 consecutive trading days immediately prior to the date the Bond is issued ( Fixed Conversion Price ); and
(ii) 90% of the lowest average of the closing prices per Share in any 5 consecutive trading days during the 25 consecutive trading days immediately preceding the conversion date,

but subject to a minimum conversion price of $0.015 and subject any adjustments required the terms of the Bonds.

(k) ( Adjustment to Fixed Conversion Price ): The Fixed Conversion Price will be subject to adjustment if one of the following events occur which affects the Company’s shares: consolidation, subdivision or reclassification; capitalisation of profits or reserves; capital distribution; rights issues of ordinary shares or option over such shares and share issues which are less than 95% of the current market price; rights issues of other securities and issues of other securities which are at less than 95% of the current market price; and modification to rights of conversion. Conversion formulae are specified in the Bond Agreement for each of these instances. Where the Company considers that an adjustment is inappropriate or incorrect it may engage an investment bank approved by the Bondholders to determine what adjustment (if any) to the Fixed Conversion Price is fair and reasonable.
(l) ( Adjustment to minimum Conversion Price ) If the Fixed Conversion Price is adjusted, the minimum Conversion Price shall be correspondingly adjusted so as to ensure that the economic value of the Bonds and the rights under the Bond Agreement to the Bondholders shall be the

same after such adjustment to the Fixed Conversion Price as it was immediately prior to such adjustment.

(m) ( Minimum Conversion ): Unless otherwise agreed by the Company, the minimum principal amount of the Bonds to be converted in any single conversion is $100,000.
(n) ( AUD ): Payment by the Subscriber must be made in Australian Dollars.
(o) ( Redemption by Company ): The Company may redeem the Bonds early if it meets certain criteria in relation to taxation.
(p) ( Redemption by Subscriber ): The Subscriber may redeem some or all of the Bonds at any time after one year from the date of issue of the Bonds by notice in writing to the Company.
(q) ( Early Redemption/Events of Default ) The Subscriber may redeem all of the Bonds in certain circumstances including, without limitation:
(i) there is a change in the control of the Company;
(ii) the Company is delisted from ASX;
(iii) the Company becomes the subject of an insolvency event; or
(iv) any of the following events of default occur:
- A. the Company fails to repay any amount of the principal due in respect of the Bonds within 5 Business Days of becoming due and payable;
- B. failure by the Company to pay interest in accordance with the terms of the Bonds;
- C. the Company fails to issue and deliver converted Shares within 5 Business Days after a Bond is converted;
- D. the Company does not comply with the Terms of the Bonds or the Bond Agreement, which default is incapable of remedy, or if capable of remedy, is not remedied within 30 days after written notice of such default being given to the Company;
- E. any representation or warranty made or given by the Company in the Agreement or the terms of the Bonds is or becomes incorrect;
- F. any necessary governmental, regulatory or corporate consents or approvals are withdrawn for the issue, redemption or conversion of the Bonds;
- G. the Company or any subsidiary is insolvent, an order is given to wind up the Company or any subsidiary;
- H. where any other debt of the Company or its subsidiaries and associated companies is accrued in an amount in excess of $1,000,000 and not paid when that debt becomes due (including any grace periods);
- I. a legal process is levied, enforced or sued out against the property of the Company or a subsidiary which adversely affects the ability of the Company to perform its obligations under the Bond Agreement, and is not discharged or stayed within 30 days;
- J. orders are made, or resolutions passed, for the winding up or administration of the Company or any of its Group Companies;

K. a financier takes possession of the assets of the Company or any subsidiary, or any of them enter into any form of external administration;
L. any material present or future security on or over the assets of the Company or any of the other Group Companies in favour of any person becomes enforceable, and any step (including the taking of possession or the appointment of a receiver, manager or similar officer) is taken to enforce that security;
M. the Company or any of the other Group Companies shall transfer or otherwise dispose of all or substantially all of its assets to any person, firm or corporation, otherwise than in the case of a reconstruction whether by way of scheme of arrangement or otherwise for which the prior approval of the Bondholders has been obtained;
N. trading in the Ordinary Shares on the ASX is halted or suspended for a period exceeding ten (10) consecutive Trading Days;
O. it becomes unlawful for the Company to perform or comply with any of its obligations under the Bonds or the Bond Agreement;
P. proceedings are taken against the Company or any of its Group Companies which the Bondholders consider will affect the ability of the Company or its Group Companies to repay amounts to them, or to perform their obligations under the Agreement;
Q. there shall occur or threaten to occur a material adverse change or any material change or development involving a prospective material change, in national or international monetary, financial, political or economic Conditions (including any disruption to trading generally, or trading in any securities of the Company on any stock exchange or in any over-the-counter market) or currency exchange rates or foreign exchange controls which would in the Bondholders' view be likely to prejudice materially the assets, business, legal position, financial Condition, liabilities or prospects of the Company or the Group or results of operations of the Company or the Group; or
R. any law prevents the Company from complying with any of its obligations under the Terms of the Bonds or the Bond Agreement.
(r) ( Governing Law ): The Bonds will be governed by the laws of Western Australia.

Schedule 2 - Adjustments to Conversion Price

Defined terms in this Schedule 2 have the meaning given in the Conditions.

Calculation means in respect of each of the events described below, the calculation to be used to adjust the Conversion Price.

1. Adjustments

Upon the happening of any of the events described below, the Conversion Price shall be adjusted as follows:

1.1 Adjustments to Fixed Conversion Price

The Fixed Conversion Price will be subject to adjustment in the following events:

1.1.1 Consolidation, Subdivision or Reclassification: If and whenever there shall be an alteration to the number of the Ordinary Shares as a result of consolidation, subdivision or reclassification, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

NCP  OCP x NSB NSA

where:

NCP: is the new Fixed Conversion Price;

OCP: is the old Fixed Conversion Price;

NSB: is the aggregate number of Ordinary Shares immediately before such alteration; and NSA: is the aggregate number of Ordinary Shares immediately after such alteration. Such adjustment shall become effective on the date the alteration takes effect.

1.1.2 Capitalisation of profits or reserves:

1.1.2.1 If and whenever the Issuer shall issue any Ordinary Shares credited as fully paid to the holders of the Ordinary Shares (the Shareholders ) by way of capitalisation of profits or reserves including Ordinary Shares paid up out of distributable profits or reserves, save where Ordinary Shares are issued in lieu of the whole or any part of a specifically declared cash dividend (the Relevant Cash Dividend ), being a dividend which the Shareholders concerned would or could otherwise have received ( a Scrip Dividend ) and which would not have constituted a Capital Distribution (as defined in Condition 5.4.2), the Fixed Conversion Price shall be adjusted in accordance with the following formula:

NCP  OCP x NSB

NSA

where:

NCP: is the new Fixed Conversion Price; OCP: is the old Fixed Conversion Price; NSB: is the aggregate number of Ordinary Shares immediately before such alteration; and NSA: is the number of Ordinary Shares immediately after such alteration.

1.1.2.2 In the case of an issue of Ordinary Shares by way of a Scrip Dividend where the Current Market Price of such Ordinary Shares exceeds 105.0 per cent of the amount of the Relevant Cash Dividend or the relevant part thereof and which would not have constituted a Capital Distribution, the Fixed Conversion Price shall be adjusted by multiplying the Fixed Conversion Price in accordance with the following formula:

NCP  OCP x NSB  NSLD ( RCD / CMP ) NSB  NSLD

where:

NCP: is the new Fixed Conversion Price; OCP: is the old Fixed Conversion Price; NSB: is the aggregate number of Ordinary Shares immediately before such alteration; NSLD: is the aggregate number of Ordinary Shares issued by way of such Scrip Dividend; RCD: is the Relevant Cash Dividend or the relevant part thereof; and CMP: is the Current Market Price of the Ordinary Shares issued by way of Scrip Dividend in lieu of the whole, or the relevant part, of the Relevant Cash Dividend.

OR by making such other adjustment as a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, shall certify to the Bondholders is fair and reasonable.

Such adjustment shall become effective on the date of issue of such Ordinary Shares or, if a record date is fixed for such issue, immediately after such record date.

1.1.3 Capital Distribution: If and whenever the Issuer shall pay or make any Capital Distribution (as defined in Condition 5.4.2) to the Shareholders (except where the Fixed Conversion Price falls to be adjusted under Condition 5.3.2.2 above), the Fixed Conversion Price shall be adjusted in accordance with the following formula:

NCP = OCP x [[(CMP-FMV)] /CMP]

where:

NCP: is the new Fixed Conversion Price;

OCP: is the old Fixed Conversion Price;

CMP: is the Current Market Price of one (1) Share on the last Trading Day preceding the date on which the Capital Distribution is publicly announced; and

FMV: is the Fair Market Value, on the date of such announcement, of the portion of the Capital Distribution attributable to one (1) Share.

Such adjustment shall become effective on the date that such Capital Distribution is made.

When the Capital Distribution is by means of distribution of a cash dividend, only such portion of cash dividend or distribution which exceeds the amounts referred to in Condition 5.4.2.1 (the excess portion ) shall be regarded as Capital Distribution and only the excess portion shall be taken into account in the determination of the Fair Market Value of the portion of the Capital Distribution attributable to one (1) Share.

1.1.4 Rights issues of Ordinary Shares or options over Ordinary Shares: If and whenever the Issuer shall issue Ordinary Shares to all or substantially all Shareholders as a class by way of rights, or issue or grant to all or substantially all Shareholders as a class, by way of rights, options, warrants or other rights to subscribe for or purchase any Ordinary Shares, in each case at less than 95.0 per cent. of the Current Market Price (as defined below) per Share on the last Trading Day preceding the date of the announcement of the terms of such issue or grant, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

NSB  NSLI NCP  OCP x NSB  NSI

where:

NCP: is the new Fixed Conversion Price;

OCP: is the old Fixed Conversion Price;

NSB: is the aggregate number of Ordinary Shares immediately before such alteration;

NSLI: is the number of Ordinary Shares which the aggregate amount (if any) payable for the Ordinary Shares issued by way of rights or for the options or warrants or other rights issued by way of rights would have obtained had such Ordinary Shares or options or warrants or other rights issued by way of rights been purchased at the Current Market Price per Share at the time of such alteration;

NSI: is the aggregate number of Ordinary Shares issued or, as the case may be, comprised in the issue or grant.

Such adjustment shall become effective on the date of issue of such Ordinary Shares or issue or grant of such options, warrants or other rights (as the case may be).

1.1.5 Rights issues of other securities: If and whenever the Issuer shall issue any securities (other than Ordinary Shares or options, warrants or other rights to subscribe for or purchase Ordinary Shares) to all or substantially all Shareholders as a class, by way of rights, or grant to all or substantially all Shareholders as a class, by way of rights, any options, warrants or other rights to subscribe for, or purchase, any securities (other than Ordinary Shares or options, warrants or other rights to subscribe or purchase Ordinary Shares), the Fixed Conversion Price shall be adjusted in accordance with the following formula:

NCP = OCP x [[(CMP-FMV)] /CMP]

where:

NCP: is the new Fixed Conversion Price;

OCP:

is the old Fixed Conversion Price;

CMP: is the Current Market Price of one (1) Share on the last Trading Day preceding the date on which such issue or grant is publicly announced; and

FMV: is the Fair Market Value, on the date of such announcement, of the portion of the rights attributable to one (1) Share.

Such adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may be).

1.1.6 Issues at less than current market price: If and whenever the Issuer shall issue (otherwise than as mentioned in Condition 5.3.4) any Ordinary Shares (other than Ordinary Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Ordinary Shares) or issue or grant (otherwise as mentioned in Condition 5.3.4) options, warrants or other rights to subscribe for or purchase Ordinary Shares in each case at a consideration per Share which is less than 95.0 per cent of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

NCP = OCP x [[(NSB + NS(CMP))] /NSA]

where:

NCP: is the new Fixed Conversion Price;

OCP: is the old Fixed Conversion Price;

NSB: is the aggregate number of Ordinary Shares immediately before such alteration;

NS (CMP):is the number of Ordinary Shares which the aggregate consideration receivable (as determined under Condition 5.3.11) for the issue of such additional Ordinary Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Ordinary Shares would have obtained had such additional Ordinary Shares or options or warrants or other rights been purchased at the Current Market Price per Share at the time of such alteration; and

NSA: is the aggregate number of Ordinary Shares immediately after such alteration.

References to additional Ordinary Shares in the above formula shall, in the case of an issue by the Issuer of options, warrants or other rights to subscribe or purchase Ordinary Shares, mean such Ordinary Shares to be issued, or otherwise made available, assuming that such options, warrants or other rights are exercised in full at the initial exercise price (if applicable) on the date of issue of such options, warrants or other rights.

Such adjustment shall become effective on the date of issue of such additional Ordinary Shares or, as the case may be, the grant of such options, warrants or other rights.

1.1.7 Other issues at less than current market price: Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Condition 5.3.7, the issue by the Issuer or any Subsidiary (otherwise than as mentioned in Conditions 5.3.4, 5.3.5 or 5.3.6 above) or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary) any other company, person or entity of any securities (other than the Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Ordinary Shares to be issued by the Issuer upon conversion, exchange or subscription at a consideration per Share which is less than 95.0 per cent of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities.

In such an event, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

NCP = OCP x [[(NSB + NS[CMP])] /(NSB + NS [ICP])]

where:

NCP: is the new Fixed Conversion Price;

OCP: is the old Fixed Conversion Price; NSB: is the aggregate number of Ordinary Shares immediately before such alteration;

NS[CMP]: is the number of Ordinary Shares which the aggregate consideration receivable (as determined under Condition 5.3.11) by the Issuer for the Ordinary Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would have obtained had such conversion or exchange or exercise of the right of subscription been effected at the Current Market Price per Share at the time of such alteration; and

NS[ICP]: is the maximum number of Ordinary Shares to be issued had such conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto been effected at the initial conversion or exchange or subscription price or rate.

Such adjustment shall become effective on the date of issue of such securities.

1.1.8 Modification of rights of conversion etc: Any modification of the rights of conversion, exchange or subscription attaching to any such securities as are mentioned in Condition 5.3.7 (other than in accordance with the terms applicable to such securities) so that the consideration per Share (for the number of Ordinary Shares available on conversion, exchange or subscription following the modification) is less than 95.0 per cent of the Current Market Price on the last Trading Day preceding the date of announcement of the proposals for such modification.

In such an event, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

NCP = OCP x [[(NSB+NS[CMP])] /(NSB+NS[FMV])]

where:

NCP: is the new Fixed Conversion Price; OCP: is the old Fixed Conversion Price; NSB: is the aggregate number of Ordinary Shares immediately before such alteration;

NS[CMP]: is the number of Ordinary Shares which the aggregate consideration (if any) receivable (as determined under Condition 5.3.11) by the Issuer for the Ordinary Shares to be issued, or otherwise made available, on conversion or exchange or on exercise of the right of subscription attached to the securities (in each case so modified) would have obtained had such conversion or exchange or exercise (in each case so modified) been effected at the Current Market Price per Share at the time of such alteration; and

NS[FMV]: is the maximum number of Ordinary Shares to be issued, or otherwise made available, on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate, but giving credit in such manner as a leading investment bank of international repute selected by the Issuer and approved in writing by the Bondholders (acting as an expert) considers appropriate (if at all) for any previous adjustment under this Condition 5.3.8 or Condition 5.3.7.

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

1.1.9 Other offers to shareholders: The issue, sale or distribution by or on behalf of the Issuer or any Subsidiary or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary) any other company, person or entity of any securities in connection with an offer by or on behalf of the Issuer or any Subsidiary or such other company, person or entity pursuant to which offer the Shareholders generally (meaning for these purposes the holders of at least sixty (60) per cent. of the Ordinary Shares outstanding at the time such offer is made) are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Fixed Conversion Price falls to be adjusted under Conditions 5.3.4, 5.3.5, 5.3.6 or 5.3.7).

In such an event, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

NCP = OCP x [[(CMP-FMV)] /CMP]

where:

NCP: is the new Fixed Conversion Price;

OCP: is the old Fixed Conversion Price;

CMP: is the Current Market Price of one (1) Share on the last Trading Day preceding the date on which such issue is publicly announced; and

FMV: is the Fair Market Value, on the date of such announcement, of the portion of the rights attributable to one (1) Share.

Such adjustment shall become effective on the date of issue of the securities.

1.1.10 Other events: If the Issuer determines that an adjustment should be made to the Fixed Conversion Price as a result of one or more events or circumstances not referred to in this Condition 5.3, or the Issuer determines that an adjustment made pursuant to this Condition 5.3 is inappropriate or incorrect, the Issuer shall at its own expense request a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, to determine as soon as practicable what adjustment (if any) to the Fixed Conversion Price is fair and reasonable to take account thereof, if the adjustment would result in a reduction in the Fixed Conversion Price, and the date on which such adjustment should take effect or if an adjustment is inappropriate and should not be made and upon such determination such adjustment shall be made and shall take effect in accordance with such determination or such adjustment shall not be made (as the case may be) PROVIDED THAT where the circumstances giving rise to any adjustment pursuant to this Condition 5.3 have already resulted or will result in an adjustment to the Fixed Conversion Price or where the circumstances giving rise to any adjustment arise by virtue of circumstances which have already given rise or will give rise to an adjustment to the Fixed Conversion Price, such modification (if any) shall be made to the operation of the provisions of this Condition 5.3 as may be advised by a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholder, to be in their opinion appropriate to give the intended result.
1.1.11 Calculation of consideration receivable: For the purpose of any calculation of the consideration receivable pursuant to Conditions 5.3.6, 5.3.7 and 5.3.8:
(i) Issue of Ordinary Shares for Cash : the aggregate consideration receivable in respect of Ordinary Shares issued for cash shall be the amount of such cash, provided that in no case shall any deduction be made for any commission or any expenses paid or incurred by the Issuer for any underwriting of the issue or otherwise in connection therewith.
(ii) Issue of Ordinary Shares for Consideration in whole or in part other than Cash : the aggregate consideration other than cash shall be decreased to be the fair value thereof as determined by a leading investment bank of international repute (acting

as an expert), selected by the Issuer and approved in writing by the Bondholders, or if pursuant to the laws of Western Australia such determination is to be made by application to a court of competent jurisdiction, as determined by such court or an appraiser appointed by such court, irrespective of the accounting treatment thereof.

(iii) Issue of Ordinary Shares on Conversion or Exercise of Securities : (1) the aggregate consideration receivable in respect of the Ordinary Shares to be issued on the conversion or exchange of any securities shall be deemed to be the consideration received or receivable by the Issuer for any such securities, and (2) the aggregate consideration receivable in respect of the Ordinary Shares to be issued on the exercise of rights of subscription attached to any securities shall be deemed to be that part (which may be the whole) of the consideration received or receivable by the Issuer for such securities which is attributed by the Issuer to such rights of subscription or, if no part of such consideration is so attributed or the Bondholders so require by written notice to the Issuer, the Fair Market Value (as defined in Condition 5.4.6 of such rights of subscription as at the date of the announcement of the terms of issue of such securities, plus in the case of each of (1) and (2) above, the additional consideration (if any) to be received by the Issuer upon (and assuming) the conversion or exchange of such securities, or on the exercise of such rights of subscription (the consideration in all such cases to be determined subject to the proviso in Condition (i), and (3) the consideration per Share receivable by the Issuer on the conversion or exchange of, or on the exercise of such rights of subscription attached to, such securities shall be the aggregate consideration referred to in (1) or (2) above (as the case may be) converted into Australian Dollars if such consideration is expressed in a currency other than Australian Dollars at such rate of exchange as may be determined in good faith by a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, to be the spot rate prevailing at the close of business on the date of announcement of the terms of issue of such securities, divided by the number of Ordinary Shares to be issued on such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate.

1.2 For the purposes of these Conditions:

1.2.1 Average Closing Price means the arithmetic average of the closing market price quoted by the ASX for each Trading Day during the Relevant Period.
1.2.2 Capital Distribution means: (i) any distribution of assets in specie by the Issuer for any financial period whenever paid or made and however described (and for these purposes a distribution of assets in specie includes without limitation an issue of Ordinary Shares or other securities credited as fully or partly paid (other than Ordinary Shares credited as fully paid by way of capitalisation of reserves) and (ii) any cash dividend or distribution of any kind by the Issuer for any financial period (whenever paid and however described) unless:
1.2.2.1 (and to the extent that) in the case of a cash dividend, it does not, on a per Share basis, when taken together with the aggregate of any other cash dividends previously made or paid in respect of the same financial year exceed the greater of (i) three (3) per cent. of the Average Closing Price of one (1) Share during the Relevant Period and (ii) thirty five (35) per cent. of the Issuer's consolidated net profits attributable to Shareholders after deducting minority interests and tax on a per Share basis for the financial year in relation to which such cash dividend is made;
1.2.2.2 (and to the extent that) in the case of a distribution in specie only, it does not, when taken together with the aggregate of the Fair Market Value of any other Dividends previously made or paid in respect of all periods ending after 30 June 2010, exceed the aggregate of the consolidated net profits for such periods (less the aggregate of any consolidated net losses) attributable to Shareholders for all periods ending after 30 June 2010, after deducting minority interests and preference dividends (if any) but (1) deducting any amounts in respect of any asset previously credited to the Issuer's reserves (in respect of any period or date up to and including 30 June 2010) pursuant to any revaluation of such asset, where amounts arising on the disposal of such asset have contributed to such

profits and (2) deducting any exceptional and extraordinary items (and for the avoidance of doubt after excluding any amount arising as a result of any reduction in share capital or capital redemption reserve), but including any profit transferred from any reserve, in each case calculated by reference to the audited consolidated profit and loss accounts for such periods of the Issuer and its Subsidiaries; or

1.2.2.3 it comprises a purchase or redemption of Ordinary Shares by or on behalf of the Issuer (or a purchase of Ordinary Shares by or on behalf of a Subsidiary of the Issuer) where the weighted average price (before expenses) on any one day in respect of such purchases does not exceed the average closing market price of the Ordinary Shares as quoted by the ASX, by more than 5.0 per cent. either (1) for the five (5) Trading Days on which transactions in the Ordinary Shares were recorded preceding the day of the purchase, or (2) where an announcement has been made of the intention to purchase Ordinary Shares at some future date at a specified price, on the Trading Day immediately preceding the date of such announcement (excluding, for the avoidance of doubt, general authority for such purchases given by a Shareholders' meeting of the Issuer, or any notice convening such meeting) and, if in the case of either (1) or (2), the relevant day is not a Trading Day, the immediately preceding Trading Day.

In making any such calculation under this Condition 5.4.2, such adjustments (if any) shall be made as a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, may consider appropriate to reflect (1) any consolidation or subdivision of the Ordinary Shares, (2) issues of Ordinary Shares by way of capitalisation of profits or reserves, or any like or similar event or (3) the modification of any rights to Dividends (as defined in Condition 5.4.5) of Ordinary Shares.

1.2.3 Closing Price for the Ordinary Shares for any Trading Day shall be the average official closing market price quoted by the ASX for the last ten (10) Trading Days before such Trading Day.
1.2.4 Current Market Price means, in respect of a Share at a particular time on a particular date, the average of the Closing Prices quoted by the ASX for one (1) Share (being a Share carrying full entitlement to dividend) for the twenty (20) consecutive Trading Days ending on the Trading Day immediately preceding such date; provided that if at any time during the said twenty (20) Trading Day period the Ordinary Shares shall have been quoted ex-dividend and during some other part of that period the Ordinary Shares shall have been quoted cumdividend then:
1.2.4.1 if the Ordinary Shares to be issued in such circumstances do not rank for the dividend in question, the quotations on the dates on which the Ordinary Shares shall have been quoted cum-dividend shall for the purpose of this definition be deemed to be the Fair Market Value thereof reduced by an amount equal to the amount of that dividend per Share; or
1.2.4.2 if the Ordinary Shares to be issued in such circumstances rank for the dividend in question, the quotations on the dates on which the Ordinary Shares shall have been quoted ex-dividend shall for the purpose of this definition be deemed to be the amount thereof increased by such similar amount;

and provided further that if the Ordinary Shares on each of the said twenty (20) Trading Days have been quoted cum-dividend in respect of a dividend which has been declared or announced but the Ordinary Shares to be issued do not rank for that dividend, the quotations on each of such dates shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend per Share;

and provided further that:

1.2.4.3 if such Closing Prices are not available on each of the twenty (20) Trading Days during the relevant period, then the arithmetic average of such Closing Prices which are available in the relevant period shall be used (subject to a minimum of two such Closing Prices); and

1.2.4.4 if only one or no such Closing Price is available in the relevant period, then the Current Market Price shall be determined in good faith by a leading investment bank of international repute (acting as an expert) appointed by the Issuer and approved by the Bondholders in writing.
1.2.5 Dividend means any dividend or distribution, whether of cash, assets or other property, and whenever paid or made and however described (and for these purposes a distribution of assets includes, without limitation, an issue of Ordinary Shares or other securities credited as fully or partly paid up) provided that:
1.2.5.1 where a cash Dividend is announced which is to be, or may at the election of a holder or holders of Ordinary Shares be, satisfied by the issue or delivery of Ordinary Shares or other property or assets, then the Dividend in question shall be treated as a Dividend of (a) the cash Dividend so announced or (b) the Current Market Price on the date of announcement of such Dividend of such Ordinary Shares or the Fair Market Value of other property or assets to be issued or delivered in satisfaction of such Dividend (or which would be issued if all holders of Ordinary Shares elected therefor, regardless of whether any such election is made) if the Current Market Price of such Ordinary Shares or the Fair Market Value of other property or assets is greater than the cash Dividend so announced;
1.2.5.2 any issue of Ordinary Shares falling within Condition 5.3.2 shall be disregarded.
1.2.6 Fair Market Value means, with respect to any assets, securities, options, warrants or other rights on any date, the fair market value of that asset, security, option, warrant or other right as determined in good faith by a leading investment bank of international repute, selected by the Issuer and approved in writing by the Bondholders, acting as expert; provided that (i) the fair market value of a cash Dividend paid or to be paid per Share shall be the amount of such cash Dividend per Share determined as at the date of announcement of such Dividend; and (ii) where options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by such investment bank) the fair market value of such options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights during the period of five (5) trading days on the relevant market commencing on the first such trading day such options, warrants or other rights are publicly traded.
1.2.7 Relevant Period means the period beginning on the 30th Trading Day prior to the record day for the first dividend or distribution, and ending on the Trading Day immediately preceding the record date for the latest dividend or distribution, which when aggregated with any intervening dividends or distributions, causes an adjustment to the Fixed Conversion Price to be made pursuant to Condition 5.3.
1.2.8 Trading Day means a Trading Day as defined in the Listing Rules, provided that, if no Closing Price is reported in respect of the Ordinary Shares by the ASX or the ASX suspends or halts trading in the Ordinary Shares for one (1) or more consecutive Trading Days, such day or days will be disregarded in any relevant calculation and shall be deemed not to have existed when ascertaining any period of Trading Days.
1.2.9 On any adjustment, the relevant Fixed Conversion Price, if not an integral multiple of one (1) Australian cent, shall be rounded down to the nearest one (1) Australian cent. No adjustment shall be made to the Fixed Conversion Price where such adjustment (rounded down if applicable) would be less than one (1) per cent. of the Fixed Conversion Price then in effect. Any adjustment not required to be made, and any amount by which the Fixed Conversion Price has not been rounded down, shall be carried forward and taken into account in any subsequent adjustment. Notice of any adjustment shall be given to Bondholders in accordance with Condition 17 as soon as practicable after the determination thereof.
1.2.10 The Fixed Conversion Price may not be reduced so that, on conversion of Bonds, Ordinary Shares would be issued in a manner and at a value not permitted by applicable law.
1.2.11 Where more than one event which gives or may give rise to an adjustment to the Fixed Conversion Price occurs within such a short period of time that in the opinion of a leading

investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, the foregoing provisions would need to be operated subject to some modification in order to give the intended result, such modification shall be made to the operation of the foregoing provisions as may be advised by a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, to be in their opinion appropriate in order to give such intended result.

1.2.12 No adjustment involving an increase in the Fixed Conversion Price will be made, except in the case of a consolidation of the Ordinary Shares as referred to in Condition 5.3.1 or to correct an error.
1.2.13 If the Issuer fails to select a leading investment bank when required for the purposes of Condition 5.3, the Bondholders may select such a bank.

South East Asia Resources Limited ABN 66 009 144 503

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Proxy Form

 For your vote to be effective it must be received by 2.00pm (AWST) Wednesday 27 November 2013

How to Vote on Items of Business

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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.

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

Proxy Form

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

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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Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of South East Asia Resources Limited hereby appoint

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the Chairman of the Meeting

OR

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

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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of South East Asia Resources Limited to be held at the Subiaco Arts Centre, 180 Hamersley Road, Subiaco, Western Australia on Friday, 29 November 2013 at 2:00pm (AWST) and at any adjournment or postponement of that Meeting.

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Important for Resolution 1: 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 as your proxy in respect of a Resolution, please place a mark in this box. By marking this box, you expressly authorise the Chairman to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel for the company, which may include the Chairman. The Chairman intends to vote any such undirected proxies in favour of all Resolutions.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on Resolution 1and your votes will not be counted in calculating the required majority if a poll is called on Resolution 1.

Items of Business 

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

Ordinary Resolutions

Resolution 1 Adopt Remuneration Report Resolution 2 Re-election of Mr. Wayne Knight as a Director Resolution 3 Re-election of Mr Jackob (Kobi) Tsaban Resolution 4 Issue of Securities under a Bond Subscription Agreement Resolution 5 Ratification of Issue of Initial Tranche Securities under Bond Agreement

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For Against Abstain
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Special Resolution

Resolution 6 Approval of Issue of Equity Securities for the purpose of ASX Listing Rule 7.1A

The Chairman of the Meeting intends to vote all available 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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S X I

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AI assistant

EV RESOURCES LTD — AGM Information 2013

64887_rns_2013-10-20_cf4ce679-0b7a-4fca-82c6-f5f6c2edbc3c.pdf

South East Asia Resources Limited

Notice of Annual General Meeting and Ex lanator Statement p y

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Financial Statements and Reports

1. RESOLUTION 1 – Non-binding Resolution to adopt Remuneration Report

2. RESOLUTION 2 –Re-election of Mr. Wayne Knight as a Director

3. RESOLUTION 3 – Re-election of Mr. Jackob (Kobi) Tsaban

4. RESOLUTION 4 – Issue of Securities under a Bond Subscription Agreement

Option A: if the Company receives before the date of the meeting a waiver of ASX Listing Rule 7.3.2 to permit issue of up to 950 Bonds over the next 15 months from the date of the AGM

Option B: if the Company does not receive the waiver referred to in Option A above before the date of the meeting

5. RESOLUTION 5 – Ratification of Issue of Initial Tranche Securities under Bond Agreement

6. RESOLUTION 6 – Approval of issue of Equity Securities for the purpose of ASX Listing Rule 7.1A

Other Business

By Order of the Board of Directors

EXPLANATORY STATEMENT

Financial Statements and Reports

1. Resolution 1 – Adoption of Remuneration Report

Voting

2. Resolution 2 – Re-election of Mr. Wayne Knight

3. Resolution 3 - Re-election of Mr. Jackob (Kobi) Tsaban

4. Resolution 4 – Issue of Securities under a Bond Subscription Agreement

4.1 Details and background

4.2 The Company's exploration expenditure

4.3 Extent of approval sought

4.4 The Subscriber

4.5 Highlights of the Agreement

4.6 Subscription Fees

4.7 Approvals required & Time limit for approval

4.8 Technical Information required by ASX Listing Rule 7.1

(a) Maximum number of securities to be issued

(b) Last date for the issue of the securities

(c) Issue price of the securities

(d) Names of the allottees

(e) Terms of the securities

(f) Intended use of the funds raised

(g) Dates of allotment

4.9 Comparative information

4.10 Company Flexibility

4.11 Recommendation of the Board

5. Resolution 5 – Ratification of Initial Tranche under Bond Agreement

5.1 Details and background

5.2 Information required for approval under ASX Listing Rule 7.1

(a) Number of securities issued

(b) Issue price of the securities

(c) Terms of the securities

(d) The Intended Use of the Funds Raised

5.3 Recommendation of the Board

6. Resolution 6 - Approval of issue of Equity Securities for the purpose of ASX Listing Rule 7.1A

6.1 Overview

6.2 Description of Listing Rule 7.1A

(a) Shareholder Approval

(b) Equity Securities

(c) Formula for calculating the 10% Placement Capacity

Number Equity Securities = (A x D) – E

D is 10%

(d) Listing Rule 7.1 and Listing Rule 7.1A

(e)

10% Placement Period

( 10% Placement Period ).

6.3 Listing Rule 7.1A

6.4 Specific information required by Listing Rule 7.3A

6.5 Recommendation of the Board

7. Enquiries

GLOSSARY

Voting, Proxy Appointment and Meeting Instructions

HOW TO VOTE

VOTING IN PERSON (OR BY ATTORNEY)

PROXY FORM

Proxy Forms received later than this time will be invalid.

VOTING BY PROXY

VOTING BY A CORPORATION

VOTING ENTITLEMENTS

Schedule 1 – Summary of Terms and Conditions of Bonds

Schedule 2 - Adjustments to Conversion Price

1. Adjustments

1.1 Adjustments to Fixed Conversion Price

EV RESOURCES LTD AGM Information 2013