GALAN LITHIUM LIMITED — AGM Information 2011

Oct 24, 2011

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ACN 149 349 646
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NOTICE OF ANNUAL GENERAL MEETING

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EXPLANATORY MEMORANDUM

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PROXY FORM

TIME : 11.00 am WST DATE : Monday, 28 November 2011 PLACE : The Celtic Club 48 Ord Street West Perth WA 6005

This Notice of Annual General Meeting and Explanatory Memorandum should be read in their entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay. Should you wish to discuss matters in this Notice of Annual General Meeting please do not hesitate to contact the Company Secretary on (08) 9322 6283

691840_ 1

Dempsey Minerals Notice of Annual General Meeting ACN 149 349 646

Time and Place of Meeting and How to Vote

Venue

The Annual General Meeting of the shareholders of Dempsey Minerals Ltd ( “DMI” or the “Company” ) which this Notice of Meeting relates to will be held at 11:00am WST on 28 November 2011 at The Celtic Club, 48 Ord Street, West Perth WA 6005 .

Your Vote is Important

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

Voting in Person

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

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed and either;

• a) Send the proxy form by post to Dempsey Minerals Limited, PO Box 396, West Perth, Western Australia 6872; or

• b) Send the proxy form by facsimile to the Company on facsimile number (08) 9322 6398

So that it is received not later than 11:00am WST on 26 November 2011.

Proxy forms received later than this time will be invalid.

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Dempsey Minerals Notice of Annual General Meeting ACN 149 349 646

Notice is given that the Annual General Meeting of Shareholders of Dempsey Minerals Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia at 11:00am WST on Monday 28 November 2011.

The attached Explanatory Memorandum is provided to supply members with information to enable them to make an informed decision regarding the resolutions set out in this Notice. The Explanatory Memorandum is intended to be read in conjunction with and forms part of this Notice. Terms and abbreviations used in this Notice are defined in the Glossary contained in the Explanatory Memorandum.

AGENDA

ORDINARY BUSINESS

Reports and Accounts

To receive and consider the financial report of the Company for the period ended 30 June 2011 and the reports by the Directors and auditors thereon.

To consider and, if thought fit, to pass, with or without modification, the following ordinary resolutions:-

1. Ordinary Resolution 1 – Adoption of Remuneration Report (Non-binding)

“That for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report.”

Voting Exclusion Statement

• The Company will disregard any votes cast on the resolution by or on behalf of a person who is disclosed in the Remuneration Report as one of the Key Management Personnel of the Company (including Directors), or a closely related party of that person (as these persons are not entitled to vote on the resolution in their own capacity).

• 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.

• As a result of recent amendments to the Corporations Act the chairman of the Meeting will not vote undirected proxies on this resolution relating to the Remuneration Report. If you wish to appoint the Chairman as your proxy and wish to support this resolution, please mark ‘For’ on the Proxy Form.

2. Ordinary Resolution 2 – Re-election of Mr Nathan McMahon as a Director

“That Mr Nathan McMahon, being a Director who retires by rotation in accordance with the Constitution and, being eligible, offers himself for re-election, is hereby re-elected as a Director.”

3. Ordinary Resolution 3 - Appoint Company Auditor

“That, for the purpose of section 327B of the Corporations Act and for all other purposes, Bentleys Audit & Corporate (WA) Pty Ltd, having been nominated by a Shareholder and consenting in writing to act in the capacity of auditor of the Company, be hereby appointed as auditor of the Company.”

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Dempsey Minerals Notice of Annual General Meeting ACN 149 349 646

NOTICE OF MEETING

PROXIES

A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote instead of the member. If two proxies are appointed, and a member does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes. A proxy need not be a member of the Company.

In order to vote on behalf of a company that is a shareholder of DMI, a valid Power of Attorney in the name of the attendee, must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.

Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be lodged at the registered office of the Company, at Level 2, 38 Richardson Street, West Perth WA 6005, or by facsimile (61 8) 9322 6398 not less than 48 hours before the time of the Meeting or resumption of an adjourned meeting at which the person named in the instrument proposes to vote.

An instrument appointing a proxy:

• a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;

• b) may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;

• c) shall be deemed to confer authority to demand or join in demanding a poll;

• d) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act 2001;

• e) with the exception of proxies in respect of Resolution 1 (adoption of the remuneration report) proxies appointing the Chairman which do not specify the way in which the proxy is to vote on a particular resolution will be recorded as voting in favour of the resolutions as this is the Chairman’s voting intention;

• f) proxies appointing the Chairman which do not specify the way in which the proxy is to vote on Resolution 1 (adoption of the remuneration report) will be recorded as abstaining from voting on that resolution.

ATTENDANCE AND 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 Annual General Meeting are those who are registered Shareholders at the close of business on 26 November 2011.

BY ORDER OF THE BOARD

Nathan McMahon Non-Executive Chairman Dempsey Minerals Ltd Dated: 18 October 2011

ENQUIRIES

All enquiries in relation to the contents of the Notice of Meeting or Explanatory Memorandum should be directed to the Company Secretary, (telephone +61 8 9322 6283)

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Dempsey Minerals Notice of Annual General Meeting ACN 149 349 646

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum has been has been prepared for the information of members of Dempsey Minerals Ltd (“DMI” or the “Company”) in connection with Resolutions 1 to 3, to be considered at the General Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia at 11:00am WST, 28 November 2011.

If you have any questions regarding the matters set out in this Explanatory Memorandum or the preceding Notice, please contact the Company, your stockbroker or other professional advisor.

ACCOUNTS AND REPORTS

As required under section 317 of the Corporations Act, the Annual Report will be laid before the Annual General Meeting. Shareholders will be given the opportunity to ask questions and make comments about the reports or the Company generally, but there will be no formal resolution submitted to the Annual General Meeting.

RESOLUTION 1 – REMUNERATION REPORT

1.1 Requirements of the Corporations Act

In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report be adopted to vote at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

The Remuneration Report includes all of the information required by Section 300A of the Corporations Act, including:

• board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of directors, secretaries and senior managers of the Company;

• discussion of the relationship between such policy and the Company’s performance; and

• the prescribed details in relation to the remuneration of each Director and certain executives.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

1.2 Directors' Recommendation

The Directors recommend the adoption of the Remuneration Report.

RESOLUTION 2 – TO RE-ELECT MR NATHAN MCMAHON AS A DIRECTOR

The Constitution requires that Directors must retire in accordance with a program of rotation. Directors retiring by rotation are eligible to offer themselves for re-election. In accordance with the Constitution, Mr Nathan McMahon will retire at the Meeting. Mr McMahon is eligible for re-election and has submitted himself for re-election at the forthcoming Meeting.

Mr McMahon’s experience is outlined in the Annual Report which can be viewed at www.dempseyminerals.com.au.

2.1 Directors’ Recommendation

The Directors recommend the re-election of Mr McMahon.

RESOLUTION 3 – APPOINT COMPANY AUDITOR

Resolution 3 seeks approval for the appointment of Bentleys Audit & Corporate (WA) Pty Ltd as auditor of the Company in accordance with section 328B of the Corporations Act. This is because the office of auditor becomes vacant at this meeting due to the prior provisional appointment of the auditors under section 327B of the Corporations Act.

A copy of the nomination letter for the appointment of Bentleys Audit & Corporate (WA) Pty Ltd as auditor of the Company as prepared by a member of the Company is included at Appendix A for your information.

Bentleys Audit & Corporate (WA) Pty Ltd has given its written consent to act as the Company’s auditor subject to Shareholder approval of Resolution 3.

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Dempsey Minerals Notice of Annual General Meeting ACN 149 349 646

EXPLANATORY MEMORANDUM

If Resolution 3 is passed, the appointment of Bentleys Audit & Corporate (WA) Pty Ltd will take effect at the close of this Meeting.

3.1 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

Enquiries

All enquiries in relation to the contents of the Notice of Meeting or Explanatory Memorandum should be directed to the Company Secretary, (telephone: +61 8 9322 6283).

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Dempsey Minerals Notice of Annual General Meeting ACN 149 349 646

GLOSSARY OF TERMS

In this Explanatory Memorandum the following terms, abbreviations and acronyms have the following meaning:

“ACN”	Australian Company Number.
“Annual Report”	The Company's report including the reports of the Directors and
	auditor of the Company and the financial statements of the Company
	for the year ended 30 June 2011.
“ASIC”	Australian Securities and Investments Commission.
“ASX”	ASX Limited (ACN 008 624 691) and the market operated by it, as the
	context requires.
“ASX Listing Rules”or“Listing Rules”	The Official Listing Rules of ASX as amended from time to time.
“Board”	The board of Directors.
“Corporations Act”	The Corporations Act 2001 (Cth).
“Director”	A director of DMI.
“DMI”or“Company”	Dempsey Minerals Ltd (ACN 149 349 646).
“Explanatory Memorandum”	The explanatory memorandum that accompanies and forms part of the
	Notice of Meeting.
“Meeting”or“General Meeting”	The general meeting of the Company convened by this Notice of
	Meeting.
“Notice of Meeting” or “Notice”	The notice of General Meeting, which accompanies this Explanatory
	Memorandum and of which this Explanatory Memorandum forms a
	part.
“Option”	Means an option to subscribe for a Share.
“Related Party”	Has the meaning set out in the ASX Listing Rules.
“Remuneration Report”	The remuneration report appearing in the Annual Report
“Resolutions”	Resolutions in the Notice of Meeting.
“Share”	A fully paid ordinary share in the capital of the Company.
“Shareholder”or“member”	The registered holder of a Share.
“WST”	Australian Western Standard Time

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Dempsey Minerals Notice of Annual General Meeting ACN 149 349 646

Appendix A

Mr Clive Jones PO Box 396 West Perth WA 6872

5 October 2011

The Board of Directors Dempsey Minerals Limited PO Box 396 WEST PERTH WA 6005

Dear Sirs and Madam

I, Clive Jones, being a member of Dempsey Minerals Limited, hereby nominate Bentleys Audit & Corporate (WA) Pty Ltd of Level 1, 12 Kings Park Road, West Perth WA 6005, for appointment as auditors of the company at the Annual General Meeting convened for 11:00am on 28 November 2011. The office of auditor will then become vacant by virtue of the auditor’s provisional appointment under section 327B of the Corporations Act.

Please distribute copies of this notice of nomination as required by section 328(3) of the Corporations Act.

Yours faithfully

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Clive Jones

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APPOINTMENT OF PROXY DEMPSEY MINERALS LIMITED ABN 87 149 349 646

DEMPSEY MINERALS LIMITED

PROXY FORM

I/We

Appoint

being a shareholder of Dempsey Minerals Limited entitled to attend and vote at the Annual General Meeting, hereby Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting, as my/our proxy to act generally for me/us and to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia at 11:00am WST on 28 November 2011 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of Resolutions 2 & 3 but will abstain from voting in respect of Resolution 1.

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on the Resolutions below, please place a mark in this box. 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 that Resolution (except in respect of Resolution 1) and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the Resolution and your votes will not be counted in computing the required majority if a poll is called on the Resolution. The Chairman of the Meeting intends to abstain from voting any undirected proxies in respect of Resolution 1. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 2 and 3.

FOR AGAINST ABSTAIN

Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Mr Nathan McMahon Resolution 3 Appoint Company Auditor

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2011

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

DEMPSEY MINERALS LIMITED ABN 87 149 349 646

Instructions for Completing "Appointment of Proxy’ Form

1.

A shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. Where more than one proxy is to be appointed or voting intentions cannot be adequately expressed using this form an additional form of proxy is available from the Company or you may copy this form.

1. A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.

2. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

3. Directors of the company;

4. a Director and a company secretary of the company; or

5. for a proprietary company that has a sole Director who is also the sole company secretary – that Director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole Director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

2. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

To vote by proxy, please complete and sign the proxy form enclosed and either:

• (a) send the proxy form by post to Dempsey Minerals Ltd, PO Box 396, West Perth, Western Australia 6005; or

• (b) send the proxy form by facsimile to the Company on facsimile number (08) 9322 6398,

so that it is received not later than 11:00am WST on 26 November 2011.

Proxy forms received later than this time will be invalid.