FENIX RESOURCES LTD — Proxy Solicitation & Information Statement 2009

Nov 9, 2009

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NOTICE OF GENERAL MEETING & EXPLANATORY STATEMENT

To be held at 9am (WST) on Friday 11 December 2009 at Level 1, 1315 Hay Street WEST PERTH WA 6005

This Notice of General Meeting and Explanatory Statement should be read in its entirety. Shareholders in doubt as to how they should vote should seek advice from their professional advisers.

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EMERGENT RESOURCES LIMITED ABN 68 125 323 622

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Emergent Resources Limited will be convened at 9am (WST) on Friday 11 December 2009 at Level 1, 1315 Hay Street, West Perth, Western Australia. The Explanatory Statement which forms part of this Notice of General Meeting describes the various matters to be considered. A Glossary appears at the end of the Explanatory Statement.

AGENDA

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

Resolution 1: Approval for the Issue of Placement Shares

“That the Shareholders approve the issue of such number of Shares as is necessary to raise up to $7.5 million by placement to professional and sophisticated investors at an issue price which is not less than 80% of the average closing sale price of the Shares on ASX over the 5 trading days immediately preceding the date of the issue of the Shares, for the purposes of Listing Rule 7.1, Listing Rule 7.4 and for all other purposes, on the terms set out in the Explanatory Statement.”

Resolution 2: Approval for the Issue of Securities to CMIC

“That the Shareholders approve the issue of 8,553,971 Shares at an issue price of $0.45 each, and 4,276,986 Options at an issue price of $0.27 each, exercisable at $0.20 each by 31 October 2010, to China Metallurgical Investment Co Limited for the purposes of Listing Rule 7.1 and for all other purposes, on the terms set out in the Explanatory Statement.”

Voting Exclusions

Under Listing Rule 7.3 the Company will disregard any votes cast by any person who may participate in the proposed issues and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolutions are passed, and any of their associates. Under Listing Rule 7.5, the Company will disregard any votes cast on resolution 1 by any person who participated in the issue and any of their associates. However, votes cast by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form) or the person chairing the meeting as proxy for a person who is entitled to vote (in accordance with a direction on the proxy form to vote as the proxy decides) will be taken into account.

Proxies :

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Snap-shot time:

The Company may specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting. The Directors have determined that all shares of the Company that are quoted on ASX at 5pm WST on Wednesday 9 December 2009 shall be taken to be held by the persons registered as holding the shares at that time, for the purposes of determining voting entitlements at the General Meeting,.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative.

BY ORDER OF THE BOARD

Kevin R Hart COMPANY SECRETARY 10 November 2009

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EMERGENT RESOURCES LIMITED ABN 68 125 323 622

EXPLANATORY STATEMENT

The purpose of the Explanatory Statement is to provide shareholders with information concerning Resolutions 1 and 2 in the Notice of General Meeting.

Resolution 1: Approval for the Issue of Placement Shares

Shareholders are asked to approve Resolution 1 in connection with a placement of Shares to professional and sophisticated investors, who are not related parties of the Company. The proposed issue of the Placement Shares has been the subject of recent ASX announcements during October 2009 in connection with the Agreement with CMIC concerning the future development of the Company’s Project located in the northern part of WA’s mid-west iron ore precinct.

Shareholders are being asked to approve Resolution 1 in connection with a placement of Shares. Listing Rules 7.1 and 7.4 provide generally that a company may not issue securities equal to more than 15% of the Company’s issued share capital in any 12 months without obtaining shareholder approval. Listing Rule 7.4 states that an issue of securities by the Company without prior approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 only if the issue did not breach Listing Rule 7.1 at the time the issue occurred, and shareholder approval is subsequently obtained. The Company intends to issue the Placement Shares following submission of the Notice of Meeting to ASX for the purpose of regulatory approval processes under the Listing Rules. The issue of Placement Shares may occur following despatch of the Notice of Meeting to Shareholders, and before the date of the Meeting. Accordingly the Company wishes to comply with Listing Rule 7.1 (approval of a future issue of Shares outside the Company’s current 15% threshold) and Listing Rule 7.4 (ratification of a past issue, to restore the 15% threshold) in connection with Resolution 1 in order to comply with all ASX requirements in relation to the proposed issue of Shares. The Board has identified that there is an opportunity to issue Shares to sophisticated and professional investors within its existing 15% capacity in the intervening period between submitting this Notice to ASX and despatch to Shareholders, and the date of the Meeting. The actual date on which the issue will occur has not been finalised by the date of this Notice of Meeting. Therefore it is not sufficient to include a resolution dealing only with ratification, since the issue may not have occurred by the time the Notice is despatched or the Meeting held. As a result, for the purposes of the Notice of Meeting, the approvals being sought are advance approval under Listing 7.1, and for the purposes of the Meeting when it takes place, the approval sought is a ratification approval under Listing Rule 7.4 to cover the possibility that the issue occurs before the date of the General Meeting.

The number of Placement Shares has not yet been determined but Shareholder approval is now sought to enable to Company to issue such number of Placement Shares as is necessary in order to raise up to $7,500,000 to meet the costs associated with the acquisition of the remaining interest in the iron ore rights over the tenements comprising the Project from its current joint venture partner De Grey , pursuant to the Beyondie Tenement Sale Agreement between the Company and De Grey dated 2 October 2009 disclosed to ASX on 6 October 2009. The issue price of the Placement Shares will be determined when the number of Placement Shares is determined, at an issue price which is not less than 80% of the average market price of the Company’s Shares on the five business days during which trading in the Shares took place, prior to the date of issue.

The Placement Shares will be issued either prior to the date of the Meeting, or, on a date which is no later than 3 months after the date of the General Meeting or such later date as is permitted by the grant of a waiver by ASX, and the issue of the Placement Shares is also subject to the conditions mentioned in more detail below in relation to Resolution 2 being satisfied or waived in accordance with the terms of the Agreement. The Placement Shares will rank equally in all respects with all of the existing ordinary Shares on issue, the terms of which have been disclosed previously and are therefore in the public domain. The Directors recommend that the Shareholders vote in favour of Resolution 1 in order to provide maximum flexibility to the Company for future capital raising in the 12 month period following the date of the Meeting. Shareholder approval will enable the Company to raise the necessary funds to complete its acquisition of De Grey’s remaining interest in the iron ore rights in the Project, and it will therefore allow the Company to proceed to completion of the Agreement with CMIC. Shareholder approval will also allow the Company to disregard the issue of the Placement Shares for the purposes of calculating the Company’s 15% existing capacity under Listing Rule 7.1 in the next 12 months.

Resolution 2: Approval for the Issue of Securities to CMIC

Shareholders are asked to approve Resolution 2 in connection with a placement of 8,553,971 Shares at a deemed issue price of $0.45 each, and 4,276,986 unlisted Options at an issue price of $0.27 each, exercisable at $0.20 each by 31 October 2010, to China Metallurgical Investment Co Limited . The Placement has been the subject of recent ASX announcements during October 2009 after entering into a Subscription and Option Agreement with CMIC on 27 October 2009, in connection with the Company’s Beyondie project located in Western Australia, in the northern part of WA’s mid-west iron ore precinct.

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The terms of the Agreement require the funds raised by the issue of the Shares to CMIC of approximately $3,850,000 and the issue of the Options for the option fee of $1,154,786, comprising total funds of approximately $5,005,000 before the costs of the issue, to be applied for development of the Project and to obtain a mining lease for the Project.

As a result of the issue of the Securities, and taking into account the Placement Shares to be issued pursuant to Resolution 1 (raising $7,500,000 at an issue price not less 80% of the average closing sale price of the Shares on ASX over the 5 trading days immediately preceding the date of the issue of the Shares) CMIC will become a substantial shareholder of between 12% and 19% of the Shares then on issue. Until the precise number of Placement Shares to be issued is known it is not possible to confirm the precise percentage shareholding of CMIC as a result of Resolutions 1 and 2 being implemented following the Meeting.

If the Options are exercised by CMIC, then as a result of the issue of 4,276,986 Shares, funds of approximately $855,397 will be raisedto develop the Project and to obtain a mining lease for the Project.

Listing Rule 7.1 provides generally that a company may not issue securities equal to more than 15% of the Company’s issued share capital in any 12 months without obtaining shareholder approval. Accordingly the Company now seeks Shareholder approval in accordance with Listing Rule 7.1, to approve a future issue of Shares outside the Company’s current 15% threshold.

Accordingly, Shareholders are now being asked to approve the issue of 8,553,971 Shares and 4,276,986 Options to CMIC. Subject to the terms and conditions of the Agreement, the Shares will be issued no later than 3 months after the date of the General Meeting, or such later date as is permitted by the grant of a waiver by ASX. The Shares will rank equally in all respects with all of the existing ordinary Shares on issue, the terms of which have been disclosed previously and are therefore in the public domain. CMIC is entitled to transfer the Options to a subsidiary or a company associated with the Company as its nominee for the purpose of exercise of the Options. The Options are unlisted. Upon exercise, the Company will seek ASX quotation of the resulting Shares issued and the Shares will rank equally with the Company’s other Shares then on issue.

The Agreement requires a number of conditions to be satisfied before the Shares will be issued to CMIC. In addition to Shareholder approval of Resolution 2, those conditions include the Treasurer not objecting to the Agreement on unacceptable conditions in accordance with the Foreign Acquisitions and Takeovers Act 1975; the valid execution by the Company, CMIC and a special purpose vehicle of a shareholder agreement and a loan agreement for the operation of the Project by 31 March 2010; CMIC obtaining appropriate regulatory approvals from Chinese government entities for the subscription by CMIC in the Company the subject of the Agreement; the Company raising sufficient equity finance by the issue of Shares by way of an excluded offer placement, in order to be able to complete and meet the costs associated with the acquisition of the balance of the interest in the iron ore rights over the tenements comprising the Project from its current joint venture partner De Grey such that Emergent holds 100% of the rights to iron ore, and the Company securing registrable transfers of the legal title to those tenements from De Grey.

The Directors recommend that the Shareholders vote in favour of Resolution 2 in order to allow the Company to proceed to completion under the Agreement assuming all other conditions are satisfied or waived, and to provide maximum flexibility to the Company for future capital raising in the 12 month period following the date of the Meeting. Shareholder approval will enable the Company to disregard the issue of the Shares and Options, or the issue of Shares resulting from any exercise of the Options, to CMIC for the purposes of calculating the Company’s 15% existing capacity under Listing Rule 7.1 in the next 12 months, and most importantly, will assist the Company to proceed to completion of the Agreement with CMIC.

CMIC is entitled to appoint a Director to the Board of Emergent upon reaching a shareholding of 10% of the Shares on issue, but in accordance with Listing Rule 10.11 exception 6, CMIC is not a related party for any reason other than by reason of entering into this transaction with the Company and is therefore not required to seek Shareholder approval for the purposes of Listing Rule 10.11.

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Glossary

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

Agreement	Subscription and Option Agreement dated 27 October 2009 with CMIC
ASX	ASX Limited
Board	the board of Directors
CMIC	China Metallurgical Investment Co Limited, a company incorporated in the People’s
	Republic of China
Corporations Act	Corporations Act 2001 (Cth)
De Grey	means De Grey Mining Limited
Director	Director of the Company.
Listing Rules	the ASX Listing Rules
Meeting	the General Meeting of the Company convened by this Notice of Meeting
Option	an option to subscribe for a Share
Placement Shares	means the Shares proposed to be issued by Resolution 1
Project	means the Beyondie iron ore project in Western Australia
Securities	means Shares and Options
Share	a fully paid ordinary share in the capital of the Company
Shareholder	a shareholder of the Company

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PROXY FORM

To: Emergent Resources Limited (ABN: 68 125 323 622) Level 1, 1315 Hay Street West Perth WA 6005

Fax No: 61 8 9481 6444

Mark this box with an ‘X’ if you have made any changes to your address details (see reverse)

Name: ______________ (PLEASE PRINT) Address: ______________

______________

Appointment of Proxy:

I/We being a member/s of Emergent Resources Limited and entitled to attend and vote hereby appoint:

The Chairman of the Meeting Write here the name of the (mark with an ‘X’) OR person you are appointing if this person is someone other than the Chairman of the Meeting.

Or failing the person name, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Emergent Resources Limited to be held at Level 1, 1315 Hay Street, West Perth on Friday 11 December 2009 at 9am (WST) and at any adjournment of that meeting.

Voting directions to your proxy – please mark	X	to indicate your directions	to indicate your directions	to indicate your directions	to indicate your directions	to indicate your directions	to indicate your directions
		For			Against			*Abstain
Resolutions 1. Issue of Placement Shares 2. Issue of Securities to CMIC			.

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

If you do not wish to direct your proxy how to vote, and wish him or her to vote at his or her discretion, please place a mark in this box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolutions, and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your vote on the resolutions and your vote will not be counted in computing the required majority if a poll is called.

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

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

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HOW TO COMPLETE THE PROXY FORM

1 Your Name and Address

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

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. The Chairman intends to vote in favour of resolutions for which no voting indication has been given.

3 Votes on Items of Business

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

4 Appointment of a Second Proxy

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

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

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Signing Instructions

You must sign this form as follows in the spaces provided:

Individual : where the holding is in one name, the holder must sign.

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

Power of Attorney: to sign under Power of Attorney, you must have already lodged the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

If a representative of a corporate securityholder or proxy is to attend the meeting, the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of a Proxy and Deadline for Receipt of Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 9am (WST) on Wednesday 9 December 2009, being 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting. Documents may be lodged by post, delivery or facsimile to the Registered Office of Emergent Resources Limited at Level 1, 1315 Hay Street, West Perth WA 6005, or by facsimile to fax number +61 8 9481 6444.

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