FMR RESOURCES LIMITED — AGM Information 2013

Oct 24, 2013

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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 20 Howard Street Perth WA 6000 on 29 November 2013 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 2013.

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 2013.

3 Retirement and election

Resolution 2

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

That Stephen Robinson, being a director of the Company appointed under rule 8.1(b) of the Company’s constitution, and being eligible, is elected as a director of the Company.

4 Retirement and election

Resolution 3

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

That Jonathan Asquith, being a director of the Company appointed und rule 8.1(b) of the Company’s constitution, and being eligible, is elected as a director of the Company.

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5 Grant of Options to a director – Mr Mark Stowell

Resolution 4

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

That for the purposes of ASX listing Rule 10.11, chapter 2E of the Corporations Act, and for all other purposes, approval is given for the directors to grant 500,000 Options to director Mr Mark Stowell.

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr Stowell and any of his associates.

However the Company will not disregard a vote if:

• It is cast by the person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy form

• 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

6 Grant of Options to a director – Mr Stephen Robinson

Resolution 5

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

That for the purposes of ASX listing Rule 10.11, chapter 2E of the Corporations Act, and for all other purposes, subject to the passing of Resolution 3, approval is given for the directors to grant 500,000 Options to director Mr Stephen Robinson.

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr Robinson and any of his associates.

However the Company will not disregard a vote if:

• It is cast by the person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy form

• 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

7 Grant of Options to a director – Mr Jonathan Asquith

Resolution 6

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

That for the purposes of ASX listing Rule 10.11, chapter 2E of the Corporations Act, and for all other purposes, subject to the passing of Resolution 4, approval is given for the directors to grant 500,000 Options to director Mr Jonathan Asquith.

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr Asquith and any of his associates.

However the Company will not disregard a vote if:

• It is cast by the person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy form

• 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

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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 2013. 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 20 Howard Street Perth, WA 6000

by no later than 10:00am on 27 November 2013.

By Order of the Board

25 October 2013

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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 2013,

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 2013 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 non‐ executive 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.

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

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• 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.

Election of Directors

Retirement and election

Stephen Robinson being a director of the Company appointed under rule 8.1(b) of the Company’s constitution, and being eligible, offers himself for re‐election.

The experience, qualifications and other information about Steve Robinson appear below:

Steve is a Rhodes Scholar, business strategist and financial economist with over 20 years’ experience in the agribusiness, mining and energy industries. Currently Steve is a Director of Lincoln Capital Pty Ltd, a corporate advisory firm providing services predominantly to the mining sector. Prior to forming Lincoln Capital Pty Ltd, Steve Robinson held a variety of senior management roles in large corporations including Director Business Development and Strategy at Barrick (Australia Pacific) Limited (formerly Barrick Gold of Australia Limited), Group Manager Planning at Iluka Resources Limited, Treasurer and Financial Consultant at Minara Resources Limited (formerly Anaconda Nickel Limited) and Planning Manager at WMC Resources Limited (Gold business) (now known as BHP Billiton Nickel West Pty Ltd). Steve is also a Non‐executive Director of Sumatra Copper & Gold Limited.

The directors (excluding Steve Robinson) recommend that the Company’s Shareholders vote in favour of Resolution 2.

Election of Directors

Retirement and election

Jonathan Asquith being a director of the Company appointed under rule 8.1(b) of the Company’s constitution, and being eligible, offers himself for re‐election.

The experience, qualifications and other information about Jonathan Asquith appear below:

Mr Asquith is a Chartered Accountant with over 25 years corporate experience with major international accounting firms and commercial enterprises. He has held senior executive positions with a number of public and listed Australian companies. Mr Asquith completed a Masters of Business Administration at the University of Western Australia.

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

Grant of Options to Directors

Background

Resolutions 5 to 7 seek Shareholder approval in accordance with Listing Rule 10.11 and Chapter 2E of the Corporations Act for the grant of a total of 1,500,000 Options to directors as follows:

• Mr Mark Stowell – 500,000 options

• Mr Stephen Robinson – 500,000 options

• Mr Jonathan Asquith – 500,000 options

The Company is a small listed company with limited funds. As a result the Board has chosen to issue Options to the directors as a key component of the incentive portion of their remuneration in order to retain the services of the directors, to provide incentive linked to the performance of the company and to minimise cash outflows.

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The number of options was chosen based on consideration of an amount to sufficient to provide an effective incentive to directors without causing undue possible dilution to other shareholders. The options are out of the money and the exercise price was based on the achievement of a substantial increase beyond the current share price of the company.

Directors have agreed to a temporary reduction in their ordinary remuneration from $35,000 per annum to $23,000 per annum from 1 October 2013 so that limited cash resources may be employed in securing new opportunities for the company.

Reason Approval Required

Shareholder approval is required under Listing Rule 10.00 and section 208 of the Corporations Act because the directors are related parties of the Company

Furthermore, shareholder approval of the issue of Options means that the Grant will not reduce the Company’s 15% placement capacity under Listing Rule 7.1.

Specific information required by Listing Rule 10.13 and Section 219 of the Corporations Act

Listing Rule 10.13 and section 219 of the Corporations Act require that the following information be provided to shareholders for the purpose of obtaining Shareholder approval for the grant.

• The Options will be issued to the Directors, Mr Mark Stowell, Mr Stephen Robinson and Mr Jonathan Asquith

• The maximum number of Options the company can issue to each of the directors under Resolutions 4 to 6 is as follows:

• Mr Mark Stowell – 500,000 options

• Mr Stephen Robinson – 500,000 options

• Mr Jonathan Asquith – 500,000 options

Each Director Option will be granted for nil consideration. Each Director Option entitles the holder to subscribe for one share at an exercise price of $0.05 (5 cents) per share.

The Options are unlisted. No application for quotation of the Options will be made by the company until such time as the company at its absolute discretion determines otherwise.

Full terms of the Options are in Schedule 1.

The Company will grant the Options no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the listing rules).

A voting exclusion statement is included in the Notice.

No funds will be raised by the grant of the Options as they are being issued for a nil consideration.

Each director has an interest in the Resolutions under which Options will be granted to him and therefore believes it inappropriate to make a recommendation. Each director recommends the grant of Options to each of the other directors as it allows the company to retain directors of high calibre and it aligns the interests of the Company and its directors to maximise shareholder value.

The dilution effect if all the Options are exercised is as follows:

The dilution effect if all the Options are exercised is as follows:
Current number of shares on issue	36,685,000
Number of Options to be granted under resolutions 4 to 6	1,500,000
Dilution effect if all Options are exercised	4.1%

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The current interests of security holdings of the directors are as follows:

	Fully paid shares	Options to acquire ordinary shares (i)
M Stowell	4,300,400	1,000,000
S Robinson	150,000	‐
J Asquith	400,000	‐

• (i) Exercisable at $ 0.30 on or before 11 April 2015.

Directors have agreed to a temporary reduction in their ordinary remuneration from $35,000 per annum to $23,000 per annum from 1 October 2013, so that limited cash resources may be employed in securing new opportunities for the company.

Amounts paid to directors in the period from 1 July 2013 to the date of this notice are as follows:

mounts paid to direct	ors in the period from 1 July 2	013 to the date of this notice	are as follows:
	Directors fees	Other benefits	Total
	$	$	$
M Stowell	8,009	740	8,749
S Robinson	8,009	740	8,749
J Asquith	8,009	740	8,749

On the basis of the assumptions below, the Company has determined the current technical value of one option approximates to $0.015. This valuation implies a total value of $22,500 to the options.

The value may go up or down as it will depend on the future price of a share. Black and Scholes methodology has been used, together with the following assumptions

• A risk free interest rate set of 3.88%

• The date of the valuation for the purposes of settling the current market value of a Share is $0.033

• The last traded price of a Share price was $0.033 which is the price used in the valuation

• The standard deviation of returns of the Options is set at 70%

• The Options will be exercisable upon issue

The market price for the Share would normally determine whether the directors will exercise the Options or not. If the Options are exercised at a price that is lower than the price at which the shares are trading on ASX, there may be a perceived cost to the Company.

Historical share price information for the last twelve months is as follows:

	Price	Date
Highest	$0.10	15 Feb 2013
Lowest	$0.03	7 Sept 2013
Last	$0.033	2 Oct 2013

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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] ).

Financial Report means the annual financial report of the Company and the reports of the directors and auditors for the year ended 30 June 2013.

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.

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Schedule 1

TERMS AND CONDITIONS OF OPTIONS

Each Option entitles the holder to subscribe for one Share upon payment of the exercise price of $0.05 per Share (“Exercise Price”).

The Options are exercisable on or before 30 November 2018.

The Options may be exercised in whole or in part, by notice in writing to the Company at any time prior to 30 November 2018.

Option holders will be permitted to participate in new issues of securities on the prior exercise of the Option in which case the option holders will be afforded at least 10 business days’ notice prior to and inclusive of the books close date, (to determine entitlements to the issue) to exercise the Option.

Shares issued on the exercise of the Options will be issued not more than 14 business days after receipt of a properly executed Notice of Exercise of Options.

In the event of any reconstruction (including consolidation, subdivision, reduction or returns) of issued capital of the Company, the number of options or exercise price of the options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on option holders which are not conferred on shareholders, and subject to rounding of shares as sanctioned by the meeting of shareholders approving the reconstruction of capital, in all other respects the terms for the exercise shall remain unchanged.

Any capital return to shareholders shall correspondingly reduce the Exercise Price.

These terms and conditions may be varied by the Company to comply with the Listing Rules of the Australian Securities Exchange.

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PROXY FORM ANNUAL GENERAL MEETING

I/We

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

appoint

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 20 Howard Street Perth WA 6000 on 29 November 2013 at 10:00 am (WST) and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the Annual General Meeting

Resolution Resolution	1 2	‐ Adoption of the Remuneration Report ‐ Election of Director – S Robinson	FOR	AGAINST	ABSTAIN
Resolution Resolution Resolution Resolution	3 4 5 6	‐ Election of Director – J Asquith ‐ Grant of Options – M Stowell ‐ Grant of Options – S Robinson ‐ Grant of Options – J Asquith

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 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 intends to vote in favour of all Resolutions and will not vote undirected proxies for Resolution 1.

Important for Resolution 1:

Chairman 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 becomes my/our proxy by default), I/we expressly authorise the Chairman 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.

Signed this day of 2013

By:

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----- Start of picture text -----

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

• 1 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 2013 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

IN PERSON Orrex Resources Ltd 20 Howard Street Perth WA 6000 The Company Secretary BY MAIL Orrex Resources Ltd 20 Howard Street Perth WA 6000

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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 Chair, 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 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

The new section 250BC provides that, if:

• An appointment of a proxy species 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 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; or

• 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 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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