FENIX RESOURCES LTD — Proxy Solicitation & Information Statement 2012

Jan 8, 2012

EMERGENT RESOURCES LTD ACN 125 323 622 NOTICE OF GENERAL MEETING

TIME : 10 am DATE : 10 February 2012 PLACE : Subiaco Hotel corner Hay Street and Rokeby Road Subiaco, Western Australia

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9316 9100

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	13
Schedule 1 – Sale Assets	14
Annexure A – ASX Announcement	16
Proxy Form	Enclosed

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10am on 10 February 2012 at:

Subiaco Hotel corner Hay Street and Rokeby Road Subiaco, Western Australia

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5.00pm (Perth time) on 8 February 2012.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

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Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the Chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – APPROVAL TO DISPOSE OF ASSETS

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

“That, for the purposes of ASX Listing Rule 11.4 and for all other purposes, Shareholders approve the disposal of the Sale Tenements to Austrasia International Mining Limited (or its subsidiary) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a party to the transaction to acquire the Sale Tenements and any of their 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 directions on the Proxy Form or it is cast by 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.

2. RESOLUTION 2 – APPROVAL FOR ISSUE OF SHARES TO NATHAN LUDE

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue 1,500,000 Shares to Mr Nathan Lude (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Nathan Lude and any of his 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 directions on the Proxy Form or it is cast by the person chairing the meeting as

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proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – APPROVAL FOR ISSUE OF SHARES TO WOLFGANG FISCHER

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue 500,000 Shares to Mr Wolfgang Fischer (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Wolfgang Fischer and any of his 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 directions on the Proxy Form or it is cast by 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.

4. RESOLUTION 4 – APPROVAL FOR ISSUE OF SHARES TO FRANCIS DE SOUZA

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue 500,000 Shares to Mr Francis De Souza (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

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• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Francis De Souza and any of his 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 directions on the Proxy Form or it is cast by 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.

DATED: 9 JANUARY 2012

BY ORDER OF THE BOARD

KEVIN HART COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1 – APPROVAL FOR DISPOSAL OF ASSETS

1.1 Background

On 16 December 2011, the Company announced to ASX that it had entered into a binding Co-investment agreement with International Resources Limited ( INR ) pursuant to which (amongst other things) the Company and INR had agreed to jointly invest in a new company to focus on the further exploration and development of the Company’s existing precious and base metals exploration assets in Western Australia ( Agreement ).

A copy of the ASX announcement is outlined in Annexure A.

INR is a privately controlled, multi-national company focused on the exploration, development and processing of mineral resources around the world. INR’s Chairman is the founder of the privately owned Jiangsu TianDiLong Group, which is one of China’s leading copper cable production companies.

Currently the TianDiLong Group is building the Lianyungang Copper Processing Project, an 800,000 ton copper smelting facility in Jiangsu Province, China. INR’s focus is to develop quality exploration projects and provide off-take arrangement upon project development.

Austrasia International Mining Limited ( Austrasia ), the proposed vehicle for the new joint investment, has entered into an agreement with the Company pursuant to which Austrasia will acquire the Company’s right and interest in the tenements outlined in Schedule 1 ( Sale Tenements ). The consideration payable to the Company for the sale of the Sale Tenements is $1,600,000, payable in shares in Austrasia at a deemed issue price of $0.20 per share together with $500,000 in cash as reimbursement for the expenses of the Company relating to the Sale Tenements.

Shareholders will be offered the chance to subscribe on a priority basis for shares in Austrasia under an initial public offer pursuant to a prospectus to be lodged by Austrasia around the end of January 2012.

The proposed capital structure of Austrasia when it is applies for official quotation on the ASX after its initial public offer will be as follows:

	No. of Shares held	% interest in Austrasia
International Resources Limited	22,000,000	55%
Emergent Resources Limited	8,000,000	20%
*Shares offered in initial public offer **	10,000,000	25%
Total	40,000,000	100

*Shareholders of the Company will be offered a priority offer to subscribe for shares in Austrasia under the initial public offer.

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1.2 Directors Recommendation

The Directors consider that the disposal of the Sale Assets to Austrasia is in the interest of Shareholders for the following reasons:

• (a) the Company will retain a 20% interest in the Sale Assets through its shareholding in Austrasia. Accordingly, Shareholders will retain an indirect interest in the exploration assets. In addition, Shareholders will be offered the opportunity to subscribe, on a priority basis, for shares in the initial public offer of Austrasia, providing them with the opportunity to retain a direct interest in the exploration and development of the Sale Assets;

• (b) exploration and evaluation of the exploration assets is expected to be accelerated; and

• (c) the sale of the exploration assets will allow the Company to focus on the exploration and development of its remaining assets not subject to the sale and seek new project opportunities with the aim of providing a greater value for Shareholders.

The potential disadvantages to Shareholders of the proposed sale of the Sale Assets are as follows:

• (a) there is no guarantee that the Company’s retained interest in Austrasia will increase in value following the listing of Austrasia on the ASX;

• (b) Emergent Shareholders who do not become shareholders of Austrasia will have reduced exposure to any economic discovery in the exploration projects; and

• (c) the disposal of the precious and base metal exploration assets may not be consistent with the investment objectives of all Shareholders.

Outlined below is a summary of the terms and conditions of the Agreement. Shareholders should note however that if the conditions precedent to the Agreement are not satisfied and settlement of the Agreement does not therefore occur, the Sale Assets will be retained by the Company. The Company will then continue to explore and develop the precious and base metal exploration projects.

Having considered the reasons outlined above, the Directors recommend that Shareholders vote in favour of Resolution 1.

1.3 Information required by ASX Guidance Note 13

For the purpose of the approval under this Resolution 1, and in accordance with the requirements of the Listing Rules, the following information is provided to Shareholders:

• (a) The nature of the assets being disposed of:

As outlined in the ASX announcement on 16 December 2011, the Company is intending to dispose of a number of its precious and base metals exploration tenements in Western Australia together with all relevant mining information that the Company holds relating to those exploration tenements.

The list of the Sale Assets is outlined in Schedule 1.

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(b) The value of the Sale Assets being disposed of:

The Company has valued the Sale Assets at $1,600,000, which is reflected in the consideration being paid by Austrasia for the Sale Assets.

The Company’s 2011 annual report lodged with ASX on 27 October 2011 and the subsequent quarterly report lodged on 31 October 2011 valued the Sale Assets at $2,079,664 in respect of capitalised exploration and acquisition costs for the Sale Assets.

As the Sale Assets are still exploration tenements, the Company has not yet derived any earnings from the extraction of sale of minerals from the Sale Assets.

(c) The consideration being paid for the acquisition of the Tenements:

As outlined above, the consideration being paid by Austrasia for the Sale Assets is:

(i) $1,600,000 worth of shares in Austrasia at a deemed issue price of $0.20 per share (8,000,000 shares); and

(ii) $500,000 for the reimbursement of expenses of the Company relating to the Sale Assets.

(d) The issue price for securities in Austrasia

Austrasia intends to lodge a prospectus for an initial public offer with ASIC in or around late January 2012. Shares to be offered under the initial public offer will be offered at a price of $0.20 per share.

Shareholders of the Company will be invited to subscribe for shares in Austrasia on a priority basis.

(e) Material agreements:

The key terms and conditions of the agreements relating to the disposal of the Sale Assets are outlined below:

(i) Co-Investment Agreement

The Company and INR have entered into a Co-Investment Agreement for the purpose of outlining the terms pursuant to which each will contribute to the incorporation, funding and initial public offer of Austrasia.

The key terms of the Co-Investment Agreement have been outlined in this Section 1. Pursuant to the Co-Investment Agreement, INR will fund the initial expenses of Austrasia as it prepares for its initial public offer. As at the date of the initial public offer, the Company will be entitled to appoint one of the four directors of Austrasia. It is expected that Mr Nathan Lude will be the Company’s representative director on the Board of Austrasia.

Pursuant to the Co-Investment Agreement, the Company will also be appointed as the manager of the initial public offer for Austrasia, and will be entitled to receive re-imbursement of its

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costs associated with acting as manager, plus receive a 5% fee on costs incurred.

(ii) Tenement Sale Agreement

Pursuant to the terms of the Tenement Sale Agreement between the Company and Austrasia, the Company has agreed to sell, and Austrasia has agreed to acquire, the Sale Tenements. The consideration payable for the Sale Tenements is as outlined in (c)(i) and (c)(ii) above.

The Tenement Sale Agreement is otherwise on terms and conditions consideration standard for an agreement of this nature, and includes standard warranties from the Company to Austrasia, and other general provisions.

(f) The Company’s future activities following the disposal of the Tenements

Following the disposal of the Sale Tenements, the Company intends to continue its focus on its remaining iron and base metals projects that are not the subject of the sale to Austrasia.

In addition, as previously announced to the ASX, the Company will continue to seek new project opportunities, from within Australia and around the world, to enhance its asset portfolio and achieve its strategic objectives.

2. RESOLUTIONS 2 TO 4 – APPROVAL FOR ISSUE OF SHARES TO DIRECTORS

2.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 2,500,000 Shares ( Related Party Shares ) to Messrs Nathan Lude, Wolfgang Fischer and Francis De Souza ( Related Parties ) on the terms and conditions set out below.

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in the ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

2.2 Information for the approval of Resolutions 2 to 4

The following information is provided in relation to the proposed grant of Related Party Shares:

• (a) the related parties are Messrs Nathan Lude, Wolfgang Fischer and Francis De Souza, and they are related parties by virtue of being Directors;

• (b) the maximum number of Related Party Shares (being the nature of the financial benefit being provided) to be granted to the Related Parties is: (i) 1,500,000 Related Party Shares to Nathan Lude;

• (ii) 500,000 Related Party Shares to Wolfgang Fischer; and

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• (iii) 500,000 Related Party Shares to Francis De Souza;

• (c) the Related Party Shares will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Shares will be issued on one date;

• (d) the Related Party Shares will be granted for nil cash consideration, and accordingly no funds will be raised;

• (e) the Related Party Shares will be issued on the same terms and conditions as the Company’s existing Shares on issue;

• (f) based on the closing price of the Company’s Shares on 21 December 2011 ($0.41), the value of the Shares payable to the Related Parties is as follows:

follows:
Related Party	Value of Shares ($)
Nathan Lude	61,500
Wolfgang Fischer	20,500
Francis De Souza	20,500

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

Related Party	Shares	Options
Nathan Lude	2,163,040	-
Wolfgang Fischer	4,250,667	250,0001
Francis De Souza	286,000	-

1 125,000 Options exercisable at $ 1.00 each on or before 30 September 2012 and 125,000 Options exercisable at $1.50 each on or before 30 September 2013.

• (h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year2	Previous Financial Year
Nathan Lude	112,2321	209,000
Wolfgang Fischer	65,547	177,1203
Francis De Souza	N/A5, 6	N/A

1. Mr Lude was appointed as Managing Director on 22 December 2011, these payments relate to his role as Chief Executive Officer prior to his appointment as Managing Director. From 1 January 2012, it is proposed that Mr Lude’s annual salary as Managing Director will be reduced to $150,000 (plus superannuation).

2. Each of the Related Parties has agreed to reduce their salary paid to them in the current financial year to enable the Company to conserve its cash resources. The issue of the Related Party Shares is

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partly in lieu of the salary and director fees that would otherwise be paid to the Related Parties.

1. Mr Fischer was appointed as an Executive Chairman on 7 October, 2010. These payments relate to his role in that capacity.

2. These payments relate to his role as Executive Chairman to 22 December 2011 on which date Mr Fischer was appointed NonExecutive Chairman. From 1 January 2012, it is proposed that his annual director’s fees will be reduced to $60,000 (plus superannuation).

3. Mr De Souza was appointed as a Director on 22 December 2011. 6. From 1 January 2012, it is proposed that Mr De Souza will be paid annual director’s fees of $40,000 (plus superannuation).

4. (i) the issue of the Related Party Shares will increase the number of Shares on issue from 204,491,001 to 206,991,001 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.2%, comprising 0.73% by Mr Lude, 0.24% by Mr Fischer and 0.24% by Mr De Souza;

5. (j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	31 cents	12 January 2011
Lowest	3 cents	15 September 2011
Last	4.1 cents	21 December 2011

• (k) the primary purpose of the grant of the Related Party Shares to the Related Parties is as consideration for the agreement of each of the Related Parties agreeing to a reduction in their salary, or the reduction in the salary that the existing Directors consider is reflective of the market salary that would otherwise be payable, for the purpose of enabling the Company to conserve its cash resources and to direct those cash resources directly toward the Company’s exploration and ongoing development;

• (l) Nathan Lude declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolutions 3 and 4, he recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (i) the grant of the Related Party Shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and

• (ii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Shares upon the terms proposed;

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• (m) Wolfgang Fischer declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolutions 2 and 4, Mr Fischer recommends that Shareholders vote in favour of those Resolutions for the reasons set out in subparagraphs (l)(i) and (l)(ii) above;

• (n) Francis De Souza declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolutions 2 and 3, Mr De Souza recommends that Shareholders vote in favour of those Resolutions for the reasons set out in subparagraphs (l)(i) and (l)(ii) above;

• (o) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices in terms of payments to Directors based on the role they are undertaking and the fact that the Related Parties have agreed to a reduction in their salary for the purpose of assisting the Company to conserve its cash assets; and

• (p) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 2 to 4.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of the ASX.

Austrasia means Austrasia International Mining Limited (ACN 154 566 391).

Board means the current board of directors of the Company.

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

Company means Emergent Resources Ltd (ACN 125 323 622).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

INR means International Resources Limited.

Notice or Notice of Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

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

Sale Assets means the exploration licences and exploration licence applications, together with all related mining information held by the Company outlined in Schedule 1.

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

Shareholder means a holder of a Share.

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

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SCHEDULE 1 – SALE ASSETS

Tenement North Pool Western Australian Exploration Licence 53/1301 Western Australian Exploration Licence Application 53/1609 Western Australian Exploration Licence 53/977 Mt Bartle Western Australian Exploration Licence 53/1302 Western Australian Exploration Licence 53/1332 Western Australian Prospecting Licence 53/1417 Western Australian Prospecting Licence 53/1418 Western Australian Prospecting Licence 53/1419 Western Australian Exploration Licence Application 53/1584 Diamond Well Western Australian Exploration Licence 51/1204 Western Australian Exploration Licence 51/1205 Western Australian Exploration Licence 51/1206 Western Australian Exploration Licence 51/1207 Western Australian Exploration Licence 51/1208 Paterson Western Australian Exploration Licence Application 45/3092 Western Australian Exploration Licence 45/3096 Western Australian Exploration Licence Application 45/3097 Marble Bar Western Australian Exploration Licence Application 45/2223 Western Australian Exploration Licence Application 45/2684 Western Australian Prospecting Licence Application 45/2575 Western Australian Prospecting Licence Application 45/2576 Western Australian Prospecting Licence Application 45/2577

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Extension and Extension North Western Australian Exploration Licence 52/2474 Western Australian Exploration Licence 52/2559 Western Australian Exploration Licence 69/2919 Western Australian Exploration Licence 52/2680

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ANNEXURE A – ASX ANNOUNCEMENT

ASX/MEDIA RELEASE

16 December 2011

EMERGENT SIGNS AGREEMENT

WITH NEW STRATEGIC CHINESE PARTNER

KEY POINTS

• Agreement signed with International Natural Resources (INR) to form new company (NewCo) to advance exploration and development of Emergent’s precious and base metals projects in Australia and seek listing on ASX;

• INR to invest A$4m to acquire 55% equity stake in NewCo;

• Subject to shareholder approval, Emergent will vend its gold and base metals exploration projects into NewCo in return for a 20% equity stake in NewCo;

• Emergent to receive a $0.5m cash reimbursement from NewCo;

• Emergent to have board position on NewCo;

• INR subscribes for 9.9% of Emergent’s total issued share capital at an issue price of A$0.042 per share to raise approximately $850,000 in working capital for Emergent;

• Preliminary discussions with INR to provide Emergent with project financing, asset level investment and/or off-take on the Beyondie Iron Project.

Emergent Resources Limited (Emergent or the Company) (ASX:EMG) is pleased to announce that it has entered into a binding co-investment agreement with International Natural Resources Ltd (INR). As a strategic partner INR has subscribed for 9.9% of Emergent’s total issued share capital and has also subscribed to invest A$4 million to acquire 55% equity stake in a new company (NewCo) focused on the further exploration and development of Emergent’s precious and base metals exploration assets in Western Australia.

INR is a privately controlled, multi-national company focused on the exploration, development and processing of mineral resources around the world. INR’s Chairman is the founder of the privately owned Jiangsu TianDiLong Group, which is one of China’s leading copper cable production companies. Currently the TianDiLong Group is building the Lianyungang Copper Processing Project, an 800,000 ton copper smelting facility in Jiangsu Province, China. INR’s focus is to develop quality exploration projects and provide off-take arrangement upon project development.

INR will subscribe for A$4 million in shares in NewCo representing a 55% equity stake. Subject to EMG shareholder approval, Emergent will vend its gold and base metal

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exploration projects into NewCo and in return will receive A$1.6 million in the form of NewCo shares, representing a 20% equity stake in NewCo.

NewCo will seek to list on the Australian Securities Exchange (ASX) by way of an Initial Public Offering (IPO) in 2012.

Additionally, Emergent will receive A$500,000 in cash as a reimbursement for past expenditure on the projects. The remaining 25% equity in NewCo will be offered to Emergent’s shareholders through a priority entitlement and any shortfall will be made available to the public, from which it is aimed to raise A$2.0 million. Emergent will have direct ongoing involvement with NewCo through a seat on the NewCo Board.

9.9% Placement in Emergent

As part of the binding co-investment agreement, INR has entered into a placement arrangement as a cornerstone investor in Emergent. The subscription is for 20,244,609 fully paid ordinary shares, at an issue price of A$0.042 per share, representing 9.9% of Emergent’s total issued share capital and raising additional working capital of approximately $850,000 for the Company.

The placement is being made under the facility approved by shareholders at the Annual General Meeting held on 30 November 2011. Proceeds from the issue will further strengthen the Company’s sound cash position. This provides Emergent with the means to advance exploration of its current projects and pursue exploration projects that have the potential to achieve a near term revenue stream, consistent with the Company’s stated strategy. Accordingly the Company is actively pursuing new exploration and mining opportunities in Australia and overseas.

The Company has also had preliminary discussions with INR on assistance with the provision of project finance, asset level investment and / or an off-take agreement for the Beyondie Iron Project, with future negotiation taking place on a non exclusive and good faith basis. Emergent remains focused on seeking out a strategic partner to further advance the Beyondie Iron Project.

Emergent Chief Executive Officer, Nathan Lude commented, “We welcome INR as a new cornerstone investor in Emergent and we look forward to developing a partnership that will enable accelerated evaluation and potential development of Emergent’s exciting projects. This is a very good avenue for Emergent to partner with a company that has potential end market needs. Subject to approval from our shareholders, we will create a new company listed on the ASX for our precious and base metals exploration projects. We believe this is the best way to rapidly advance these assets while bringing in additional money to the Company. Emergent is now in a sound financial position with a cornerstone partner that can provide off-take and is prepared to provide further financial investment to enable Emergent to fulfill its strategy. Combined with the 20% holding in NewCo the Company will be well positioned to create future value for shareholders”

Notice of Meeting

Emergent will seek shareholder approval for the sale of the Company’s tenements into the new joint venture company in January/February 2012. A Notice of Meeting will shortly be sent out to shareholders.

ENDS

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About Emergent Resources

Emergent Resources Limited is a diversified, multi commodity junior exploration and development company which listed on the Australian Securities Exchange in August 2008.

The Company’s portfolio constitutes a substantial package of projects in Western Australia, including;

• Beyondie Iron Project (magnetite/near surface hematite)

• Extension & Extension North, Marymia (gold, copper)

• Mt Bartle Project at Glengarry (gold, base metals);

• North Pool Project at Glengarry (gold, base metals,);

• Diamond Well Project at Glengarry (gold, base metals);

• Rainbow Bore, Clarrie Well and Fenceline at Glengarry (base metals, uranium);

• Marble Bar Project (gold, copper),

• Paterson / Rudall River Project (gold, copper, uranium).

While the portfolio covers important prospective geological settings that are conducive to the emplacement of substantial or world class mineral deposits, Emergent is also pursuing further opportunities with significant economic potential throughout Australia and the world.

About INR

INR is a privately owned, multi-national company. INR’s Chairman, Mr Jiaping Jiang, owns the private enterprise Jiangsu TianDiLong Group, one of China’s leading copper cable production companies. The TianDiLong Group had almost RMB 10.8 billion in sales in 2010 and is included in China’s top 500 manufacturers and also China’s top 500 Chinese Private Enterprises. The TianDiLong Group is currently building the Lianyungang Copper Processing Project, an 800,000 ton copper smelting facility in Jiangsu Province, China. The company is one of the largest non-ferrous products manufacturers in China.

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