FMR RESOURCES LIMITED — AGM Information 2012

Oct 30, 2012

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Notice of Annual General Meeting

Notice is given that the annual general meeting of Orrex Resources Ltd will be held at Level 1, 1 Walker Avenue, West Perth, WA 6005 on 29 November 2012 at 10:00 am (WST).

Agenda Items

1 Financial Report

To receive and consider the Annual Financial Report of the Company and its controlled entities, the Directors’ Report and the Auditors’ Report for the year ended 30 June 2012.

2 Adoption of the Remuneration Report

Resolution 1

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

To adopt the Remuneration Report for the financial year ended 30 June 2012.

3 Approval of 10% Placement Facility

Resolution 2

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve 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 formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

4 Retirement by Rotation and Re-election

Resolution 3

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

That Mark Stowell, being a director of the Company who retires by rotation under rule 8.1(d) of the Company’s constitution, and being eligible, is re-elected as a director of the Company.

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Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.

Snapshot Date

It has been determined that under the Corporations Regulations Regulation 7.11.37, for the purposes of the annual general meeting, Shares will be taken to be held by the persons who are the registered holders at 10:00am (WST) on 27 November 2012. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

A Shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the Shareholder. A proxy need not be a Shareholder and can be either an individual or a body corporate. If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act ; and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If such evidence is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

A Shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

A Proxy Form accompanies this Notice of Meeting and to be effective must be received at the Company’s registered office:

The Company Secretary Orrex Resources Ltd Level 1, 1 Walker Avenue, West Perth, WA 6005

OR by facsimile: +61 8 9486 8857.

by no later than 10:00am on 27 November 2012.

By Order of the Board

31 October 2012

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Jonathan Asquith Company Secretary

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Explanatory Memorandum to Shareholders

This Explanatory Memorandum has been prepared to assist Shareholders to understand the business to be put to Shareholders at the forthcoming annual general meeting.

Annual Financial Report

The Corporations Act requires:

• the reports of the Directors’ and Auditors’; and

• the Annual Financial Report, including the financial statements of the Company and its controlled entities for the year ended 30 June 2012,

to be laid before the annual general meeting. Neither the Corporations Act nor the constitution of the Company requires a vote of Shareholders on the reports or statements. However, Shareholders will be given ample opportunity to raise questions or comments on the management of the Company.

The Annual Financial Report for consideration at the meeting will be the full Annual Financial Report. Any Shareholder wishing to receive a copy of the full Annual Financial Report should contact the Company’s Share Registry and a copy will be forwarded without delay.

Also, a reasonable opportunity will be given to members as a whole at the meeting to ask the Company’s Auditor questions relevant to the conduct of the audit, the preparation and content of the Auditors’ Report, the accounting policies adopted by the Company and its controlled entities in relation to the preparation of the Annual Financial Statements and the independence of the Auditor in relation to the conduct of the audit.

Adoption of the Remuneration Report

The Remuneration Report of the Company for the year ended 30 June 2012 is set out in the Directors’ Report included in the full Annual Financial Report.

The Remuneration Report sets out the Company’s remuneration arrangements for the executive and nonexecutive directors and executive employees of the Company.

In accordance with section 250R of the Corporations Act, a resolution that the Remuneration Report be adopted must be put to the vote. The resolution is advisory only and does not bind the Directors. However, if at least 25% of the votes are cast against the adoption of the Remuneration Report, the Company’s next Remuneration Report must explain the Board’s proposed action in response or explain why no action has been taken.

In the following year, if at least 25% of votes cast on the resolution that the Remuneration Report be adopted are against, shareholders will then vote to determine whether the Directors, excluding the Managing Director, will need to stand for re-election. If more than 50% of the votes cast on the resolution are in favour, a separate re-election meeting must be held within 90 days.

A vote on the resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• A member of the key management personnel details of whose remuneration are included in the Remuneration Report; and

• A close related party of such a member.

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However such a person may cast a vote on the resolution if:

• The person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• The vote is not cast on behalf of such a person.

Approval of 10% Placement Facility

The Company seeks Shareholder approval to issue Equity Securities up to 10% of its issued share capital through issues over a 12 month period following Shareholder approval ( 10% Placement Facility ).

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 1.1 (b) below). The issue price is yet to be determined, but will be no less than 75% of the price of the Equity Securities at the time of any issue.

As the date of this Notice of Meeting, the Company has 36,685,000 Shares and 20,529,783 options on issue. As a result, as at the date of this Notice of Meeting, the Company has a capacity to issue:

• a) 5,502,750 Equity Securities under Listing Rule 7.1; and

• b) subject to Shareholders approving Resolution 2, 3,668,500 Equity Securities under Listing Rule 7.1A,

assuming no Options are exercised.

• 1.1 Listing Rule 7.1A

• a) Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period following shareholder approval by way of a special resolution. The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1.A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalization of $300 million or less. The Company is an eligible entity.

• b) Maximum number of Equity Securities which may be issued

The number of Equity Securities which may be issued, or agreed to be issued, under the 10% Placement Facility is prescribed in Listing Rule 7.1A.2 and is calculated as follows:

Maximum number of Equity Securities = (A x D) - E

Where:

“A” the number of shares on issue 12 months before the date of issue or agreement to issue:

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

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

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

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

• “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 issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

The actual number of Equity Securities that may be issued under Listing Rule 7.1A is calculated at the date of issue of the Equity Securities in accordance with the above formula.

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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.

• 1.2 Specific information by Listing Rule 7.3A

For the purposes of Listing Rule 7.3A, the following information is provided about the proposed issue:

• 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) There is a risk of economic and voting dilution to existing Shareholders in approving the 10% Placement Facility, including the risks that:

• (iii) the market price for the Company’s Equity Securities may be significantly lower of the date of the issue of the Equity Securities than when Shareholders approval the 10% Placement Facility; and

• (iv) 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 issued for non-cash consideration for the acquisition of a new asset.

Following is a table that sets out the potential dilution of existing Shareholders if Equity Securities are issued under the 10% Placement Facility:

Variable “A” in Listing (36,685,000 Shares)	Rule 7.1A.2		Dilution
		$0.03 50% decrease in Share price	$0.06 Share price	$0.12 100% increase in Share price
Current Variable A	10% Voting Dilution	3,668,500	3,668,500	3,668,500
	Funds Raised	$110,055	$220,110	$440,220
50% increase in current Variable A	10% Voting Dilution	5,502,750	5,502,750	5,502,750
	Funds Raised	$165,082	$330,165	$660,330
100% increase in current Variable A	10% Voting Dilution	7,337,000	7,337,000	7,337,000
	Funds Raised	$220,110	$440,220	$880,440

The table has been prepared on the following assumptions:

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

• (ii) No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

• (iii) The 10% voting dilution reflects the maximum 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%.

• (iv) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

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(v) The issue price is $0.06 being the closing price of the Shares on ASX on 24 October 2012.

The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

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.

• c) The latest date by which Equity Securities may be issued is 12 months after the Meeting. Approval for the issue of Equity Securities under the 10% Placement Facility will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• d) The Equity Securities may be issued for the following purposes:

• (i) To raise funds, in which case the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.

• (ii) 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.

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

• e) The Company is yet to identify the persons to whom Equity Securities will be issued to under the 10% Placement Facility. The Company’s policy for allocating Equity Securities issued under the 10% Placement Facility will be determined on a case-by-case basis depending upon the purpose, and prevailing market conditions at the time, of any issue and having regard to factors including but not limited to the following:

• (i) The fundraising methods available to the Company, including but not limited to, rights issue or other issue which may minimise dilution to Shareholders.

• (ii) In the case of an asset or investment acquisition, the nature and circumstances of the acquisition.

• (iii) The effect of the issue of the Equity Securities on the control of the Company.

• (iv) The financial situation and solvency of the Company.

• (v) Advice from corporate, financial and broking advisers (if applicable).

The allottees may include vendors (in the case of any issue for non-cash consideration), existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

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

• g) A voting exclusion statement is included in the Notice of Meeting.

At the date of the Notice of Meeting, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities, and no existing Shareholder’s votes will be excluded under the voting exclusion in the Notice of Meeting.

A vote on the resolution must not be cast (in any capacity) by or on behalf of any a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary securities, if the Resolution is passed, and any associate of that person.

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Election of Directors

Retirement by rotation and re-election

Mark Stowell retires by rotation in accordance with rule 8.1(d) of the Company’s constitution and, being eligible offers himself for re-election.

The experience, qualifications and other information about Mark Stowell appear below:

Mark was a founder and board member for seven years of Anvil Mining Limited (now a subsidiary of MMG Ltd), a significant Africa based copper mining company. In 2004, he was a joint founder and director of Incremental Petroleum Ltd, an ASX listed company that was subject of an on market takeover in 2009. Mr Stowell is a Director of Mawson West Ltd (“Mawson”), a Toronto Stock Exchange listed copper producer operating in the Democratic Republic of Congo. Mr Stowell is also a non-executive director of Incremental Oil and Gas Ltd and Kula Gold Limited.

The directors (excluding Mark Stowell) recommend that the Company’s Shareholders vote in favour of Resolution 3.

Definitions

In this Explanatory Memorandum and the Notice of Meeting:

Board means the board of directors of the Company.

Company means Orrex Resources Ltd (ACN 107 371 497).

Corporations Act means the Corporations Act 2001 (Cth) . Corporations Regulations means Corporations Regulations 2001 (C[th] ).

Equity Securities has the same meaning giving in the Listing Rules .

Financial Report means the annual financial report of the Company and the reports of the directors and auditors for the year ended 30 June 2012.

Listing Rules means the listing rules of the ASX.

Notice of Meeting means this notice of meeting.

Share(s) means fully paid ordinary share(s) in the Company.

Shareholder means a registered holder of Shares.

Trading Days means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means volume weighted average price.

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PROXY FORM ANNUAL GENERAL MEETING

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I/We

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being a Member of Orrex Resources Ltd entitled to attend and vote at the Meeting, hereby

Appoint

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Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, 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 to be held at Level 1, 1 Walker Avenue, West Perth, WA 6005 on 29 November 2012 at 10:00 am (WST) and at any adjournment thereof. If no directions are given, the Chairman of the Meeting will vote in favour of all of the resolutions.

Voting on Business of the Annual General Meeting

			FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution	1	- Adoption of the Remuneration Report
Resolution Resolution	2 3	- Approval of 10% Placement Facility - Re-election of Director – M Stowell

OR

Place an X in the box 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 the Resolutions.

By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman of the Meeting intends to vote in favour of all Resolutions.

Important for Resolution 1:

The Chairman of the Meeting is authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy on Resolution 1 (to adopt the Remuneration Report) (except where I/we have indicated a different voting intention below) even though Resolution 1 (to adopt the Remuneration Report) is connected directly or indirectly with the remuneration of a member of key management personnel for the Company, which may include the Chairman of the Meeting.

Signed this day of 2012 By:

Individuals and joint holders Companies (affix common seal if appropriate)

Individuals and joint holders		Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

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HOW TO COMPLETE THE PROXY FORM

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Appointment of a Proxy

If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate. 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 security holder of the company. Do not write the name of the issuer company or the registered Shareholder in the space.

• 2 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.

• 3 Appointment of a Second Proxy

You are entitled to appoint up to two 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 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; and

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

• 4 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 security holders should sign.

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

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary.

If a representative of a corporate Shareholder or proxy is to attend the meeting an appropriate certificate of appointment of corporate representative should be produced prior to admission.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10:00am on 29 November 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

IN PERSON Orrex Resources Ltd Level 1, 1 Walker Avenue, West Perth, WA 6005 The Company Secretary BY MAIL Orrex Resources Ltd Level 1, 1 Walker Avenue, West Perth, WA 6005 BY FAX +61 8 9486 8857

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NOTES TO THE PROXY FORM

Amendments to the Corporations Act have been made recently and apply to proxy voting on or after 1 August 2011 (whether or not the proxy was appointed before, on or after that date). Members and their proxies should be aware of these changes to the Corporations Act, as they will apply to this annual general meeting. Broadly the changes mean that:

• If proxy holders vote, they must cast all directed proxies as directed (this requirement has been strengthened); and

• Any directed proxies which are not voted will automatically default to the Chairman of the Meeting, who must vote the proxies as directed.

• More details of these changes are provided below.

Proxy vote if appointment specifies way to vote

The new section 250BB 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; and

• If the proxy has two 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 Chairman of the Meeting 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 Chairman of the Meeting 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

The new section 250BC provides that, if:

• An appointment of a proxy specifies that 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 Chairman 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; or

• the proxy does not vote on the resolution,

the Chairman of the Meeting 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 that meeting.

Pursuant to the Company’s Constitution and the Corporations Act 2001, any person registered in the Register of Shareholders as a holder of one or more Shares 48 hours prior to the time of commencement of the Meeting is entitled to attend and vote at the Meeting.

The proxy may, but need not be, a Shareholder of the Company.

Corporate Representation

A company may only vote by proxy, power of attorney or by appointment of a corporate representative. The instrument appointing a proxy is not valid unless the original instrument and the power of attorney or other authority (if any) under which the instrument is signed (duly stamped where necessary) or a copy or facsimile which appears on its face to be an authentic copy of that proxy, or power of attorney is submitted to the Registered Office within the time set out herein. A company must sign a proxy under common seal in accordance with its Constitution or under power of attorney, which must be produced, with the Proxy Form.

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