GBM RESOURCES LIMITED. - Proxy Solicitation & Information Statement 2012

ABN 91 124 752 745

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18 April 2012

ASX Announcement

Notice of General Meeting and Short-form Prospectus

Please find attached a Notice for a General Meeting of Shareholders of GBM Resources Limited, and a short-form prospectus with respect to a proposal to distribute and transfer Swift Shares to eligible shareholders pursuant to a capital reduction, satisfied by the distribution and transfer of approximately 16,500,000 Swift Resources shares to GBM shareholders registered as such on the record date.

A copy of the Swift Resources Limited IPO prospectus is available to be viewed on the Swift Resources Limited website www.swiftresources.com.au

GBM Resources Limited

Kevin Hart Company Secretary

Registered Office: Suite 8, 7 The Esplanade, Mt Pleasant, Western Australia 6153 Tel: (08)9316 9100 • Fax: (08)9315 5475 • Web: www.gbmr.com.au Exploration Office: 10 Parker Street, Castlemaine, Victoria 3450 Tel: (03) 5470 5033

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ABN 91 124 752 745

GBM RESOURCES LIMITED

ACN 124 752 745

NOTICE OF GENERAL MEETING

TIME: 9.00 am (WST) DATE: 25 May 2012 PLACE: South of Perth Yacht Club Coffee Point Applecross, 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.

Registered Office: Suite 8, 7 The Esplanade, Mt Pleasant, Western Australia 6153

Tel: (08)9316 9100 • Fax: (08)9315 5475 • Web: www.gbmr.com.au

Exploration Office: 10 Parker Street, Castlemaine, Victoria 3450

Tel: (03) 5470 5033

CONTENTS PAGE

Important Information	1
Chairman’s Letter	7
Key Dates and Timetable	9
Business of the Meeting (setting out the proposed resolutions)	10
Explanatory Statement (explaining the proposed resolutions)	12
Glossary	64
Schedule 1 – Company statement of financial position	67
Schedule 2 – Swift statement of financial position	70
Schedule 3 – Terms and conditions of Options issued to Proactive	74
Schedule 4 – Terms and conditions of Options issued to Altivo	75
Proxy Form

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 9.00 am (WST) on 25 May 2012 at:

South of Perth Yacht Club Coffee Point Applecross, Western Australia

YOUR VOTE IS IMPORTANT

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

Accordingly, it is also important that you read this Notice of Meeting and Explanatory Statement in its entirely before making a decision on how to vote on the Resolutions to be considered at the General Meeting. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser.

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 7.00 pm (Sydney time) on 23 May 2012.

VOTING IN PERSON

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

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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.

In accordance with Section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who 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 the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with Section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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.

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:

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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.

DEFINED TERMS

Capitalised terms in this Notice of Meeting and Explanatory Statement are defined either in the “Glossary” Section or where the relevant term is first used.

RESPONSIBILITY

This Notice of Meeting and Explanatory Statement has been prepared by the Company under the direction and oversight of its Directors.

PROSPECTUS

The Corporations Act restricts the Company from disposing of the Swift Shares to Shareholders within 12 months of their issue, by way of the proposed In Specie Distribution, without the Company issuing a prospectus. In addition, the Corporations Act restricts the Shareholders from on-selling the Swift Shares acquired by them as part of the In Specie Distribution, within 12 months after receiving them under the In Specie Distribution, without the Company issuing a prospectus in respect of the Swift Shares transferred to Shareholders as part of the In Specie Distribution.

In addition, under applicable ASIC guidelines, the invitation to Shareholders to vote on Resolution 2 of the Notice of Meeting constitutes an “offer” to transfer Swift Shares to Shareholders pursuant to an In Specie Distribution.

Therefore, under applicable ASIC guidelines, the Prospectus prepared by the Company accompanies this Notice of Meeting and Explanatory Statement. The Prospectus contains information in relation to Swift. The Company recommends that all Shareholders read the Prospectus carefully and in conjunction with this Notice of Meeting and Explanatory Statement.

There is no information known to the Company that is material to the decision by a Shareholder on how to vote on Resolution 2 other than as disclosed in this Notice of Meeting and Explanatory Statement, the accompanying Prospectus and information that the Company has previously disclosed to Shareholders.

Shareholders should note that this Notice of Meeting and Explanatory Statement is not a prospectus lodged under Chapter 6D of the Corporations Act.

PURPOSE OF THIS DOCUMENT

The main purpose of this document is to explain the terms of the proposed In-Specie Distribution, and the manner in which the In Specie Distribution will be implemented (if approved), and to provide such information as is prescribed or otherwise material to the decision of Shareholders whether or not to approve Resolution 2 to give effect to the In Specie Distribution. This document includes a statement of all the information known to the Company that is material to Shareholders in deciding how to vote on Resolution 2, as required by Section 256C(4) of the Corporations Act.

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ASIC AND ASX

A final copy of this Notice of Meeting and Explanatory Statement and the Prospectus which accompanies this Notice of Meeting and Explanatory Statement has been lodged with ASIC and ASX. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this document or the Prospectus.

FORWARD LOOKING STATEMENTS

Some of the statements appearing in this document may be in the nature of forward looking statements. The words ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘target’, ‘plan’, ‘consider’, ‘foresee’, ‘aim’, ‘will’ and similar expressions are intended to identify forward-looking statements. Indications of guidance on, future production, resources, reserves, sales, capital expenditure, earnings and financial position and performance are also forward-looking statements. You should be aware that such statements are only predictions and are subject inherent risks and uncertainties many of which are outside the Company’s control. Those risks and uncertainties include factors and risks specific to the Company and Swift such as (without limitation) the volume and price of phosphate explored by Swift and mineral sales, the impact of inflation on operating and development costs, fluctuations in exchange rates, operational risks, risks associated with the exploration or developmental stage of projects, risks associated with the exploitation stage of projects, the imprecise nature of resource and reserve statements, access to and costs of infrastructure and transport and taxation, regulatory issue and changes in law and accounting policies, , the fluctuating industry and commodity cycles, any reliance on third parties and joint ventures in the development of projects, any imposition of significant obligations under environmental regulations, the impact on competitiveness of the business resulting from carbon trading and carbon tax imposed by governments, any climate change impact (including regarding water allocation), any increased competition, any loss of key long term contracts, the adverse impact of wars, terrorism, political, economic or natural disasters, any inability to enforce legal rights, any native title claims, the ability to service existing debt and to refinance its debt to meet its expenditure needs an any future acquisitions, further exploration or new projects, loss of key personnel and delays in obtaining or inability to obtain any necessary government approvals, third party consents or exploration licences, impact of changes to interest rates, effect of new technologies, changes to government fiscal, monetary and regulatory policies, reliance on third parties or risks associated with the Bungalien Project and the Company’s other projects.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and such deviations are both normal and to be expected.

None of the Company, Swift nor any of their respective officers or any person named in this document or involved in the preparation of this document make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, and you are cautioned not to place undue reliance on those statements.

The forward looking statements in this document reflect views held only as at the date of this document.

NO FINANCIAL PRODUCT ADVICE

This document does not constitute financial product or investment advice nor a recommendation in respect of the Swift Shares. It has been prepared without taking into account the objectives, financial situation or needs of Shareholders or other persons. Before

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deciding how to vote or act Shareholders and other should consider the appropriateness of the information having regard to their own objective, financial situation and needs and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.

Neither the Company nor Swift is licensed to provide financial product advice. No coolingoff regime applies in respect of the acquisition of Swift Shares under the In Specie Distribution (whether the regime is provided for by law or otherwise).

NO INTERNET SITE IS PART OF THIS DOCUMENT

No internet site is part of this Notice of Meeting and Explanatory Statement. The Company maintains an internet site (www.gbmr.com.au). Any reference in this document to this internet site is a textual reference only and does not form part of this document.

RECOMMENDATIONS

Your Directors (other than Mr Peter Thompson and Mr Guan Huat Sunny Loh, who, as directors of Swift, have an interest in and therefore make no recommendation in relation to the Resolutions) unanimously recommend the approval of each of the proposed Resolutions and encourage Shareholders to vote IN FAVOUR OF each of the Resolutions.

In forming their unanimous recommendation in respect of the Resolutions, the Directors (other than Mr Peter Thompson and Mr Guan Huat Sunny Loh) have carefully considered the following matters:

(a) Shareholders will continue to retain an interest in the development and exploitation of the Bungalien Project through their individual shareholding in Swift following the spin-off of the Bungalien Phosphate Rights Interest.
(b) Shareholders will continue to retain their shareholding in the Company in the same proportion.
(c) The spin-off of the Company’s Bungalien Phosphate Rights Interest will allow Swift, to consolidate and focus on the development and potential mining of 100% of the Bungalien Project.
(d) The Company’s Bungalien Phosphate Rights Interest is a non-core asset for the Company and remains a low priority exploration target. Vending the Bungalien Phosphate Rights Interest to Swift allows for exploration funding to be achieved and hence the potential value of the Bungalien Project to be realised. Shareholders will hold both the Company’s Shares and Swift Shares following the In Specie Distribution and, therefore, will be able to decide, on an individual project-byproject basis once the Bungalien Phosphate Rights Interest is spun-off, if they wish to hold or sell their interest in the Bungalien Project and/or the Company’s other projects.

The Directors have also considered the following potential disadvantages:

(a) There is no guarantee that the Company’s Shares or Swift Shares (after allowing for the distribution of the Swift Shares), will increase in value following the spin-off of the Bungalien Phosphate Rights Interest and the listing of Swift on the ASX. It is possible that the collective value of Shareholders’ interests in the Company’s Shares and Swift Shares will decrease after the listing of Swift on the ASX.
(b) There is no guarantee that the Swift Shares will increase in value. It is possible that the collective value of the Shareholders’ interests in the Company’s Shares and Swift Shares will decrease after the listing of Swift on the ASX.

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(c) Following Swift’s use of the funds raised from the listing of Swift on the ASX, Swift may need to obtain future equity or debt funding for its operations. Any additional equity financing will dilute Swift’s shareholders’ shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If Swift is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that Swift will be able to secure any additional funding or be able to secure funding on terms favourable to Swift.

Having regard to each of the above matters, the Directors (other than Mr Peter Thompson and Mr Guan Huat Sunny Loh) consider that, on balance, the In Specie Distribution of Swift Shares to Shareholders is in the best interests of Shareholders as the Directors believe that the Company will be able to provide greater value to the Shareholders through the spin-off.

In this regard, the Directors (other than Mr Peter Thompson and Mr Guan Huat Sunny Loh) believe that Shareholders will be able to participate in the potential upside of the Bungalien Project which may not be realised without the spin-off to a greater extent than the dilution of their interests as a consequence of the spin-off.

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CHAIRMAN’S LETTER

Dear Shareholder

General Meeting to approve the Proposal

I am pleased to enclose a Notice of Meeting and Explanatory Statement for the General Meeting of the Company to be held on 25 May 2012 at 9.00 am (WST) at the South of Perth Yacht Club, Coffee Point, Applecross, Western Australia. As you will be aware, the Company announced on 16 February 2012 that Swift Resources Limited has conditionally agreed to acquire 100% of the Company’s Bungalien Phosphate Rights Interest.

The key aspects of the transaction proposed in this Notice can be summarised as follows:

(a) Subject to the satisfaction of the Transaction Conditions, Swift will acquire the Company’s Bungalien Phosphate Rights Interest. As a result Swift will hold the Bungalien Project.
(b) As consideration for the acquisition of the Bungalien Phosphate Rights Interest, Swift will issue to the Company 16,500,000 fully paid ordinary shares in the capital of Swift (Swift Shares), at a deemed issue price of $0.20 each.
(c) Subject to Shareholder approval, the Company will seek to distribute the 16,500,000 Swift Shares via an in specie distribution to Shareholders. Shareholders will receive a proportional number of Swift Shares (subject to fractional entitlements being rounded down to the nearest whole Swift Share) relative to their shareholding in the Company. Any surplus Swift Shares resulting from that rounding down will be retained by the Company.
(d) As a result of disposing its Bungalien Phosphate Rights Interest, the Company will realise a gain on disposal of $3,300,000 via the Swift Offer (based on the Swift Shares being offered at $0.20 per Swift Share).

Accordingly, at the General Meeting the Company is seeking Shareholder approval for two (2) significant resolutions being:

(a) Resolution 1: relating to the disposal of the Company’s Bungalien Phosphate Rights Interest (being the Demerger), for the purposes of ASX Listing Rule 11.4; and
(b) Resolution 2: relating to the in specie distribution to the Company’s Shareholders of the Swift Shares which will be effected through an equal capital reduction of the Company’s share capital pursuant to Section 256C of the Corporations Act (being the In Specie Distribution).

The Notice also contains resolutions for other general matters.

Further information in relation to the Proposal and the Resolutions to be considered at the General Meeting is set out in the enclosed Notice of Meeting and Explanatory Statement. Your Directors encourage you to read the enclosed Notice of Meeting and Explanatory Statement as it sets out the Proposal in detail.

For the reasons set out in the Explanatory Statement, your Directors (other than myself and Mr Loh) recommend the approval of the proposed Resolutions and encourage Shareholders to vote IN FAVOUR OF each of the Resolutions set out in the enclosed Notice of Meeting and Explanatory Statement. Mr Loh and I do not make any recommendations in respect of Resolutions 1 and 2 as we are also directors of Swift.

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You are encouraged to attend and vote at the General Meeting. If you are unable to attend the General Meeting, a copy of your proxy form is enclosed. Please complete it by filling out your voting preference, and lodging it in the specified manner by the specified date.

Yours sincerely

Peter Thompson Executive Chairman GBM RESOURCES LIMITED

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KEY DATES AND INDICATIVE TIMETABLE

Subject to the ASX Listing Rules and Corporations Act requirements, the Company anticipates completion of the Proposal in accordance with the following indicative timetable (which is subject to change by the Company):*

Company announces the Proposal	16 February 2012
Date of lodgment of Swift Prospectus	16 April 2012
Date of this Notice of Meeting	17 April 2012
Cut off for lodging proxy form for General Meeting	7.00 pm (Sydney time)
	on 23 May 2012
Snapshot date for eligibility to vote at the General	23 May 2012
Meeting
Swift to notify ASX that Swift Offer is complete and	25 May 2012
satisfaction of Transaction Conditions*
General Meeting to approve the In Specie Distribution	25 May 2012
of Swift Shares
ASX informed of Shareholder approvals	25 May 2012
Trading in the securities on an “ex return of capital”	29 May 2012
basis
Record Date	4 June 2012
In Specie Distribution to Shareholders of Swift Shares	8 June 2012
Company issues holding statements to Shareholders*	11 June 2012
Despatch date*	12 June 2012
Anticipated date for Company announcing In Specie	13 June 2012
Distribution complete*
Anticipated listing date of Swift*	19 June 2012

*These dates are indicative only and may change without prior notice to Shareholders

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – DISPOSAL OF MAJOR ASSET - BUNGALIEN PHOSPHATE RIGHTS INTEREST

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 and subject to satisfaction of the Transaction Conditions, approval is given for the disposal by the Company of the Bungalien Phosphate Rights Interest to Swift Resources Limited in consideration for 16,500,000 Swift Shares, 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 Bungalien Phosphate Rights Interest 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 – EQUAL REDUCTION OF CAPITAL AND IN SPECIE DISTRIBUTION

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

“That for the purposes of Sections 256B and 256C of the Corporations Act and for all other purposes and subject to:

(a) satisfaction of the Transaction Conditions; and
(b) the passing of Resolution 1,

Shareholder approval is given for, the net assets of the Company to be reduced by the Company making a pro rata in specie distribution of approximately 16,500,000 Swift Shares to all holders of the Company’s Shares, relative to their shareholding in the Company on the Record Date, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS TO PROACTIVE INVESTORS PTY LTD

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 700,000 Shares and 700,000 Options to Proactive Investors Pty Ltd, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Proactive Investors Pty Ltd and any of its 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.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO ALVITO CAPITAL HOLDINGS INC.

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 15,000,000 Options to Alvito Capital Holdings Inc. (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Alvito Capital Holdings Inc. (or its nominee) and any associates of those persons. 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.

5. RESOLUTION 5 – RATIFICATION OF ISSUE OF SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of up to 16,734,025 Shares 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 person who participated in the issue and any associates of those persons. 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: 17 APRIL 2012

BY ORDER OF THE BOARD

MR 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. OVERVEW OF DISPOSAL OF THE BUNGALIEN PHOSPHATE RIGHTS INTEREST AND IN SPECIE DISTRIBUTION

1.1 Background

The Tenements are 100% legally and beneficially owned by Isa Tenements (the Company’s 100% wholly owned subsidiary). Swift Venture and Isa Tenements are parties to a joint venture agreement in respect of the Phosphate Rights on the Tenements (Joint Venture Agreement). Pursuant to the Joint Venture Agreement, Swift Venture holds a 70% interest in the Phosphate Rights and Isa Tenements hold a 30% interest in the Phosphate Rights (being the Bungalien Phosphate Rights Interest).

In order to facilitate the transaction contemplated by Resolutions 1 and 2, on 1 April 2012, the Company, Isa Tenements and Swift Venture entered into a Mineral Rights Deed with Bungalien (currently a 100% wholly owned subsidiary of the Company) pursuant to which 100% of the Phosphate Rights would be transferred to Bungalien. Pursuant to the Mineral Rights Deed:

(a) Swift Venture has agreed to transfer its 70% interest in the Phosphate Rights to Bungalien in consideration for being issued 30,642,857 Swift Shares. These Shares will be issued to Swift Venture pursuant to a Subscription Agreement which is summarised at Section 2.15(a) of the Explanatory Statement.
(b) Isa Tenements has agreed to transfer its 30% interest in the Phosphate Rights to Bungalien in consideration for the Company being issued 16,500,000 Swift Shares pursuant to a Share Purchase Agreement which is summarised at Section 2.15(b) of the Explanatory Statement.

The Share Purchase Agreement was executed on 1 April 2012 between Swift and the Company pursuant to which Swift agreed to purchase the entire issued share capital of Bungalien. Completion under the Share Purchase Agreement will facilitate the spin-off of the Bungalien Phosphate Rights Interest contemplated by Resolution 1. Please refer to section 2.15(b) of the Explanatory Statement for a summary of the Share Purchase Agreement.

Both the Mineral Rights Deed and the Share Purchase Agreement are subject to and conditional upon, amongst other things:

(a) completion of the Swift Offer; and
(b) Swift obtaining Listing Approval.

Swift and the Company may elect to waive the Transaction Conditions. Swift has prepared a prospectus for the offer of Swift Shares pursuant to the Swift Offer (Swift Prospectus). The Swift Prospectus was lodged at the ASIC on 16 April 2012. Further details as to the Tenements and the Swift Offer are contained in the Swift Prospectus.

The Joint Venture Agreement will terminate on Swift obtaining the Listing Approval and satisfaction of the Transaction Conditions.

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In the event the Transaction Conditions are not met, the transaction as contemplated above will not proceed and the current joint venture relationship between Swift Venture and Isa Tenements, pursuant to the Joint Venture Agreement, will continue.

1.2 The Proposal

As announced to ASX on 16 February 2012, the Company proposes to restructure its assets through the demerger of its Bungalien Phosphate Rights Interest to Swift. In consideration, Swift will issue to the Company 16,500,000 Swift Shares.

As outlined above at Section 1.1 of this Explanatory Statement, the proposed demerger of the Bungalien Phosphate Rights Interest is subject to and conditional upon satisfaction of the Transaction Conditions.

As part of the Demerger, the Company also proposes to conduct a pro-rata in specie distribution of the Swift Shares (defined below) to its Shareholders (In Specie Distribution). The Swift Shares will be distributed to Shareholders in proportion to their Shareholding in the Company as at the Record Date. Fractional entitlements will be rounded down. The Company will retain any surplus Swift Shares as a result of the rounding down (which will be a maximum of approximately 1,400 Swift Shares).

Full details in relation to the Swift Shares and the rights attaching to them are outlined in Section 2.16 of this Explanatory Statement.

As a result of the Proposal, the Company’s Shareholders will become shareholders of Swift.

1.3 Overview of In Specie Distribution

The Company currently does not hold any Swift Shares. To give effect to the Proposal and subject to the passing of Resolutions 1 and 2 by Shareholders the Company will conduct a pro rata in specie distribution of 16,500,000 Swift Shares to the Company’s Shareholders.

Due to the Proposal being subject to and conditional upon the Swift Conditions, the capital structure of the Company may vary between the date of this Notice and the completion of the In Specie Distribution. For example, the Share issue contemplated by Resolution 5 of this Notice may be completed prior to the In Specie Distribution. On this basis, at the date of this Notice the number of Swift Shares each Shareholder will receive cannot be accurately determined.

A summary of the possible in specie entitlements each Shareholder may receive is detailed in the table below:

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	Company Shares on issue	Swift Shares to be distributed	In Specie Entitlement at Record Date
Current Capital Structure	221,593,503	16,500,000	1 Swift Share for every 13.42 Shares held
Completion of placement contemplated by Resolution 6	238,327,528	16,500,000	1 Swift Share for every 14.44 Shares held

1.4 Effect of Transaction

As at the date of this Notice, the structure of the Company and Swift is as follows:

==> picture [480 x 222] intentionally omitted <==

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

GBM Swift Venture Existing Swift
Holdings Shareholders
Corporation
100% 100% <1% >99%
Isa Tenements Bungalien Swift Resources
Pty Ltd Phosphate Pty Ltd Ltd
70% interest
30% interest
Bungalien Project
(Phosphate Rights)
----- End of picture text -----

In the event that Resolutions 1 and 2 are passed and the listing of Swift on the ASX is successful, the structure of the Company and Swift will be as follows:

==> picture [451 x 241] intentionally omitted <==

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

GBM GBM Swift Venture Existing Swift
Shareholders Shareholders Holdings Shareholders
20.1% 37.30%
100% 12.2%
Swift Resources
Limited (listed
on ASX)
GBM
30.4%
100%
New Investors
100% Bungalien
Phosphate Pty
Ltd
Isa Tenements 100%
Pty Ltd
Bungalien
Project
(Phosphate
14
Rights)
----- End of picture text -----

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1.5 Rationale for and realisation of the Proposal

The Directors are of the view that disposing of the Bungalien Phosphate Rights Interest is in the best interests of the Shareholders because the Company believes it will be able to provide greater value to the Shareholders through the proposed Demerger. In this regard, the Directors believe that Shareholders will be able to participate in the potential upside of Swift’s operations which would not be realised without the Demerger. The Directors also consider that the Demerger should allow for a better focus on the development of the Bungalien Project and should enable a more transparent market value to be placed on Swift’s operations, whilst the Company continues to develop its remaining operations.

Shareholders will continue to have a direct interest in the Bungalien Project by way of the In Specie Distribution to Shareholders of Swift Shares. A summary of the advantages and potential disadvantages of the Proposal are outlined in Section 1.6 of the Explanatory Statement below.

After receipt of Shareholder approval to Resolutions 1 and 2, and satisfaction of the Transaction Conditions, the Company proposes to achieve the realisation of shareholder value, via the Proposal, which is to be completed in the manner outlined above.

1.6 Advantages and Disadvantages of the Proposal

The principal advantages and disadvantages to Shareholders of the Proposal are as follows:

(a) Advantages

(i) Shareholders will retain a direct interest in the development of the Bungalien Project through their individual pro rata shareholding in Swift.
(ii) Shareholders will continue to retain their current shareholding in the Company in the same proportion in which it is held prior to the In Specie Distribution.
(iii) The Demerger may be able to extract additional value for Shareholders. The spin-off of the Bungalien Phosphate Rights Interest should allow for a better focus on the advancement of the Bungalien Project, whilst the Company continues to develop its remaining projects. The spin-off of the Bungalien Phosphate Rights Interest from the Company will mean that both the Company and Swift will have a primary focus that will not be affected by events or occurrences relating to the other projects held by the Company.
(iv) Shareholders will be able to participate in the potential upside of Swift’s operations through the intended listing of Swift on the ASX. The Directors consider that this potential upside, which may not be realised if the demerger does not proceed, is expected to result in a greater uplift in Shareholder value than the extent of the dilution of Shareholders’ interests in Swift as a result of the demerger.

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(v) Following the Demerger, it is expected that Shareholders will have a market in which they will be able to realise the value of their investment in Swift.
(vi) The spin-off provides Shareholders with greater flexibility in respect of their investment portfolio. Following the spin-off Shareholders should be able to better manage their levels of exposure to each company. That is, Shareholders will hold the Company's Shares and separate Swift Shares following the In Specie Distribution and, therefore, will be able to decide, on an individual basis once Swift is spun-off, if they wish to hold or sell their interest in Swift and/or the Company.
(vii) Post the listing of Swift on the ASX, Swift is expected to have sufficient capital available to it with which to fund future exploration and development.
(b) Disadvantages
(i) There is no guarantee that the Swift Shares will increase in value. It is possible that the collective value of the Shareholders’ interests in the Company’s Shares and Swift Shares will decrease after the listing of Swift on the ASX.
(ii) Following Swift’s use of all of the funds raised from the listing of Swift on the ASX, Swift may need to obtain future equity or debt funding for its operations. Any additional equity financing will dilute Swift’s shareholders’ shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If Swift is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that Swift will be able to secure any additional funding or be able to secure funding on terms favourable to Swift.
(iii) Shareholders may incur additional transaction costs if they wish to dispose of the new investment in Swift (i.e. brokerage).
(iv) There is a taxation consequence in respect of the distribution of the Swift Shares to the Shareholders. Details of the general taxation effect of the transaction are set out in Section 3.10 of this Explanatory Statement.
(v) The costs relating to the Proposal will include, but are not limited to:
- (A) ongoing administrative and office expenses required for the day to day running of Bungalien;
- (B) legal fees incurred in the preparation of documents and agreements giving effect to the Proposal; and
- (C) tax advice obtained in relation to taxation consequences of the Proposal.

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1.7 Failure to achieve the Proposal

In the event that:

(a) Shareholder approval is not obtained to dispose of the Company’s interest in Swift and the Bungalien Phosphate Rights Interest; or
(b) the Transaction Conditions are not satisfied,

the Proposal together with the Swift Offer will not proceed.

Consequently the Company will retain the Bungalien Phosphate Rights Interest and Swift Venture will retain the remaining 70% interest in the Phosphate Rights (as per the existing Joint Venture Agreement between the Company and Swift Venture). The costs associated maintaining the Bungalien Project will be continued to be governed and funded pursuant to the Company’s current Joint Venture Agreement with Swift Venture. A summary of the existing Joint Venture Agreement is detailed above at Section 1.1 of the Explanatory Statement.

2. OVERVIEW OF SWIFT AND THE SWIFT OFFER

2.1 General

Swift was incorporated on 2 December 2011 for the primary purpose of evaluating and securing investment opportunities in the resources sector suitable for a public company with the aim of discovering commercially significant minerals deposits.

While Swift’s primary exploration focus will be on phosphate mineralization with the Phosphate Rights acquired, Swift will also review potential acquisition of additional phosphate projects and will also continue to evaluate investment opportunities in various other commodities.

The projects are considered to have varying degrees of prospectivity for phosphate mineralization based on the geology of the project areas and neighbouring areas, however a great deal more drilling is required to define the prospective horizon and locate zones that could lead to a ore reserve. Given the exploration that the Company has completed on the Tenements and the associated information available, Swift has designed appropriate detailed work programmes to define further mineralisation. Swift intends to work with the Company and use the funds raised from the Swift Offer primarily to conduct these detailed work programmes.

2.2 Business model – exploration company

At the date of this Notice, Swift has no income producing assets and will generate losses for the foreseeable future.

While Swift’s initial exploration focus will be on Phosphate, Swift will also review the potential for various other commodities.

In the short to medium term after listing on the ASX, Swift intends on implementing exploration work programmes on the Bungalien Project while continuing to evaluate additional exploration and other projects that the Swift Directors consider could add value for Swift Shareholders. These projects may be commodities other than Phosphate.

The Swift Board and its advisors have extensive networks within the mining and finance industries which will assist in the search for additional projects of interest both in Australia and internationally.

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In addition to the existing projects, Swift will review other acquisition and joint venture opportunities to secure new projects in the resources sector that meet Swift’s objectives and strategies.

2.3 The objectives

Swift’s main objectives on completion of the Proposal and admission to the Official List are:

(a) complete the reprocessing of the geophysical data available;
(b) create shareholder value through advancing a two (2) year program to explore and develop Swift’s current Phosphate projects;
(c) conduct resource definition drilling on the Bungalien Project;
(d) evaluate other prospective resource projects that have potential to contribute to Swift’s growth.

2.4 The Swift Shares

The Swift Shares are not without risk. Please refer to Section 2.14 of the Explanatory Statement for further details as to the risks associated with an investment in Swift.

2.5 Capital Structure

The capital structure of Swift following completion of the Proposal and admission to the Official List is summarised below[:]

Swift Shares

	Number
Swift Shares currently on issue1	10,000,001
Swift Shares to be issued to the Company pursuant to the Proposal	16,500,000
Swift Shares to be issued to Swift Venture Holdings Corporation on completion of the Swift Offer2	30,642,856
Swift Shares to be issued pursuant to Swift Offer3	25,000,000
Total Swift Shares on completion of the Proposal and the Swift Offer	82,142,857

Swift Options

	Number
Swift Options currently on issue	12,000,000
Swift Options to be issued pursuant to Swift Offer	Nil
Total Swift Options on completion of the Proposal	12,000,000

Notes:

The Swift Shares currently on issue were issued to seed capital investors and promoters to fund acquisition costs, the listing costs and initial working capital requirements of Swift. These Swift Shares were issued at a discount to the issue price of the Shares offered

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pursuant to the Swift Offer to reflect the increased risk associated with an investment in Swift at the time of issue of the seed capital.

Upon Swift obtaining conditional approval from the ASX to the admission of Swift to the official list of ASX and completion of the Mineral Rights Deed described in Section 2.15(a), 30,642,856 Swift Shares will be issued to Swift Venture Holdings Corporation pursuant to the Subscription Agreement described in Section 2.15(c) of this Explanatory Statement. Swift Venture Holdings Corporation currently holds one (1) Swift Share.
Assumes full subscription of the Swift Offer.

2.6 Swift Shareholdings

The approximate shareholdings in Swift upon completion of the Proposal will be:

Swift shareholder	Shares held	Swift percentage shareholding (%)
Current Swift shareholders	10,000,001	12.2%
Company’s Shareholders	16,500,000	20.1%
Company1	Nil	Nil
Swift Venture Holdings2	31,466,917	37.3%
Investors under the Swift Offer	25,000,000	30.4%
TOTAL	82,142,857	100%

Notes:

The Company may retain up to approximately 1,400 Swift Shares as a result of rounding down of fractional entitlements.
Subject to the satisfaction of the Transaction Conditions, 30,642,856 Swift Shares will be issued to Swift Venture under the Subscription Agreement summarised in Section 2.15(c) of the Explanatory Statement.

Please note that the above tables in respect of Swift are indicative only and may be subject to change following completion of the Proposal and listing of Swift on the ASX. The proportion of total Swift Shares:

(a) transferred in specie to the Company’s Shareholders; and
(b) issued to new investors as part of Swift listing on the ASX,

may differ from the numbers outlined in the tables above. The dilutionary effect of the demerger on Shareholders and Swift may be more or less than the indication provided in the table above.

2.7 Use of funds raised under listing of Swift on ASX

Following receipt of Shareholder approval in relation to the Proposal, it is anticipated that Swift will apply the funds raised from listing on ASX together with

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existing cash reserves, over the first two (2) years following admission of Swift to the Official List as follows:

Funds available	Minimum Subscription ($) ($3,000,000)	Full Subscription ($) ($5,000,000)
Existing cash reserves	381,714	381,714
Funds raised from the Swift Offer	3,000,000	5,000,000
Total	3,381,714	5,381,714
Allocation of funds
Expenses of the Swift Offer	453,637	563,637
Exploration expenditure	1,910,000	2,950,000
Administration costs (including directors’ fees)	1,000,000	1,250,000
Project generation	-	600,000
Working capital	18,077	18,077
Total	3,381,714	5,381,714

In the event the Company raises more than the minimum subscription of $3,000,000 under the Offer, the additional funds raised in excess of the minimum subscription (after expenses) will be first applied towards exploration expenditure, secondly towards project generation, thirdly towards administration costs (for payment of a corporate office) and lastly towards working capital.

2.8 Swift’s pro forma financial position upon completion of the Proposal

Schedule 2 of this Notice outlines the pro forma statement of financial position of Swift following completion of the Proposal and the Swift Offer.

2.9 Swift Directors and key personnel

(a) Guan Huat Sunny Loh – Managing Director and Chairman

Mr Loh is the Managing Director of Swift Venture Holdings Corporation, Vice Chairman and Board Member of Shanghai Fortune Capital and Board Member of GBM Resources Limited. He has more than 18 years of experience in strategic planning, mergers and acquisitions and corporate restructuring of companies.

His vision and vast experience, particularly in the Asia financial markets will be invaluable to Swift as it progresses toward commercialisation phase.

He holds an MBA of Strategic Marketing from the University of Hull, BBA from National University of Singapore and is an associate of the Institute of Chartered Secretaries and Administrators.

(b) Peter Wayne Thompson – Non-Executive Director

Mr Thompson is a CPA qualified accountant and Fellow of Chartered Secretaries Australia. He has over 30 years’ experience in the mining industry in Australia, UK and South America. He has held senior roles with

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several major companies including Mt Edon Gold Mines, MIM Holdings Ltd and Xstrata Plc.

Since 2000, Mr Thompson has been involved in the development of various infrastructure projects, including mine and refinery expansions and establishment of infrastructure including roads, rail, port and power utilities.

Mr Thompson is a Board Member of GBM Resources Limited and was previously a director of Western Australian iron ore producer Golden West Resources Limited and Queensland based mining and civil contractor JJ McDonald & Sons Group.

(c) Ivan Perry Wu – Executive Director

Mr Wu is a graduate from Curtin University and he is a Director of a private corporate management company. He has more than 18 years commercial experience in the utility and technology industries, primarily in a corporate role as a developer of business and systems. He has been particular active in the areas of business optimisation, cost efficiency and business process improvements.

Mr Wu was recent involved in the Initial Public Offer and was the General Manager and Company Secretary of an ASX listed iron ore and gold exploration company. He is member of the Australian Institute of Company Directors.

(d) Sam Lancuba – Senior Technical Adviser

Mr Lancuba is a chemical engineer with 34 years experience in the phosphate and fertiliser industry. He has been a consultant in the fertiliser industry with clients in Australia, USA, South America, Europe, India and China.

Over the 30 years Mr Lancuba has worked in areas of research and development, process engineering, manufacturing and management. He has worked on projects like: Design and commissioning of Single superphosphate plant in Argentina, Beneficiation of phosphate rock from Queensland, Export of fertiliser from Australia and China, worked in fertiliser plant in China, Refurbishment of Phosphate Mining and Processing operation in Nauru.

Mr Lancuba also worked in Zambia as a metallurgical engineer for two years and has expertise in the beneficiation, processing and marketing of phosphate rock.

2.10 Disclosure of Director interests

Swift has paid Ivan Perry Wu, a Director, a total of $14,000 for pre-Swift Offer corporate advice and project management services since 1 January 2012.

Other than the amount disclosed above, Swift has paid no other remuneration to its Board since incorporation to the date of this Notice and no remuneration will be paid or accrue until such time as Swift is admitted to the Official List (other than any fees payable to Mr Wu referred to above).

For each of the Swift Directors, the proposed annual remuneration for the financial year following Swift being admitted to the Official List together with the relevant

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interest of each of the directors in the securities of Swift as at the date of this Notice of Meeting is set out in the table below.

Director	Remuneration	Shares	Options
Guan Huat Sunny Loh	$250,000	1	Nil
Peter Wayne Thompson	$36,000	Nil	Nil
Ivan Perry Wu	$200,000	1,000,000	500,000

Notes:

1 Mr Loh’s shares are held by Swift Venture, a company which Mr Loh controls.

For each of the Swift Directors, the proposed annual remuneration for the financial year following Swift being admitted to the Official List together with the relevant interest of each of the directors in the securities of Swift upon completion of the Proposal is set out in the table below.

Director	Remuneration	Shares	Options
Guan Huat Sunny Loh1	$250,000	31,466,917	Nil
Peter Wayne Thompson2	$36,000	712,031	Nil
Ivan Perry Wu3	$200,000	1,000,000	500,000

Notes:

1 Mr Loh’s shares are held by Swift Venture, a company which Mr Loh controls. 2 This figure includes the 30,642,856 Swift Shares to be issued to Swift Venture under the Subscription Agreement summarised in Section 2.15(c) of the Explanatory Statement as well as the maximum number of Shares Swift Venture will be entitled to under the In-specie Distribution as a shareholder of the Company.

3 This is the maximum number of Shares Mr Thompson will acquire under the In-specie Distribution as a shareholder of the Company.

2.11 Corporate Governance

To the extent practical, in light of the Swift’s size and nature, Swift has adopted The Corporate Governance Principles and Recommendations (2nd Edition) as published by ASX Corporate Governance Council.

2.12 Project Overview

(a) General

The Phosphate Rights cover four granted EPMs covering 233sq km and two EPMAs covering 638sq km which overlay and expand the granted tenement area in the Georgina Basin.

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PROJECT
LOCATION
Q L
W
S
N S
V I
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N T Q L D
HIGHLAND PLAINS
LADY JANE
THORNTONIA
LADY ANNIE PHOSPHATE
LILY CREEK
TENEMENTS
SHERRIN CREEK
LOCATION
ARDMORE
G E O R G I N A
PHOSPHATE HILL
B A S I N
QUITA CREEK
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Map showing Location of Tenements and Georgina Basin Phosphate Deposits in north west Queensland.

Source: GBM Resources Limited

Phosphate mineralisation is widespread in the Beetle Creek Formation which outcrops near the margin of the Cambrian Georgina Basin sediments in the area of the Tenements. The tenement coverage in the

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area was expanded to take in further areas prospective for phosphate mineralisation.

Swift has seen the potential of phosphate mineralisation within the Cambrian Georgina Basin. The overlying sediments of the Cambrian Georgina Basin continue to emerge as one of the world’s major phosphate provinces with phosphate resources currently reported totalling over three billion tonnes. New deposits now at feasibility or construction stage continue to emphasise the potential of the area to be a long term supplier of phosphate rock, vital to feed the growing world population.

(b) Phosphate Rock Summary

Phosphate rock is a general term which refers to rock with high concentration (15-20%) of phosphate minerals, most commonly of the apatite group. It is the major resource mined to produce phosphate fertilisers for the agriculture sector. Phosphorous is also used in animal feed supplements, food preservatives, anti-corrosion agents, cosmetics, fungicides, ceramics, water treatment and metallurgy. There is no substitute for phosphate.

Phosphate rock reserves are highly geographically concentrated, and thus only exist under control of a small number of countries, including China, Morocco (who controls Western Sahara's reserves), Russia and the US. The US has approximately 25 years of reserves remaining. Western Europe and India are totally dependent on imports.

Currently Australia’s largest and only operating phosphate rock mine is Phosphate Hill, 140 km south east of Mount Isa in north-west Queensland. Phosphate Hill is a world-class rock phosphate resource which is close to the surface and easy to access and mine. It is located 50km south of EPM 14355, one of the Tenements.

The recent increasing global demand for phosphate fertiliser has led to a steep rise in the price of phosphate rock. The rapid growth in population and urbanisation of China, India and other developing economies has led to an overall increase in food production and a change in diet to a diet high in protein. The shift towards more environmentally friendly biofuels has also contributed to the rise in phosphate rock prices.

Phosphate rock is a non-renewable natural resource and prices have increased substantially over the past 18 months. During 2008, the price of phosphate rose from US$50 per tonne to US$430 per tonne. The current price for phosphate rock is approximately US$150 per tonne.

Like oil and other natural resources, the rate of production of economically available phosphate reserves will eventually reach a peak, followed by a steep decline and subsequent on-going decline of productivity.

While oil and other non-renewable natural resources can be substituted with other sources when they peak (like wind, biomass or thermal energy), phosphorus has no substitute in food production.

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Rock Phosphate - Monthly Price

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500
450
Rock Phosphate …
400
350
300
250
200
150
100
50
0
Month
Price: US$ per metric tonne
-07
g
Feb-07 May-07 Au Nov-07 Feb-08 May-08 Aug-08 Nov-08 Feb-09 May-09 Aug-09 Nov-09 Feb-10 May-10 Aug-10 Nov-10 Feb-11 May-11 Aug-11 Nov-11
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Rock phosph a te prices display trend of steady increase over t he last five years, with a pronounced s pike in 2008.

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The key drivers behi n d the increase in the demand for fertilize r include the increase in world population, the increase in wealth in emerging countries and the decrease in the availability of a rable land worldwide.

(c) Geology of the Georgina Basin

The Cambrian Georgina Basin is a large intracratonic basin lying across the Queenslan d /Northern Territory border in north-west Queensland flanking the wester n and south western margins of the Moun t Isa Inlier. It occupies an area of approximately 325 000km[2] of which ab o ut 90 000km[2] are in Queenslan d .

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Figure shows a Schem a tic representation of the development of the Geo r gina Basin deposits.

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The geology of the Cambrian Georgina Basin was outlined by Smith (1972) and Shergold & Druce (1980). The basin fill consists mainly of Cambrian to Middle Ordovician marine sedimentary rocks with the Cambrian and Early Ordovician rocks essentially marine carbonate rocks with minor sandstone and siltstone and the Middle Ordovician rocks dominated by siltstone and sandstone. Silurian to Devonian freshwater sandstone and Permian boulder beds overlie the early Palaeozoic Georgina Basin succession and are thought to represent younger successions laid down in superimposed basins.

The basin was deformed by minor to moderate folding and faulting throughout with moderate to strong folding, faulting and overthrusting along the southern margin. Phosphatic marine sediment (phosphorite) occurs in the Middle Cambrian and Middle Ordovician rocks of the basin. The Middle Cambrian rocks host significant phosphate resources that include the Phosphate Hill deposit.

(d) Summary of Tenements

The Tenements are made up of four granted and two applied for exploration licences covering an area of approximately 985 sq km. Details of the Tenements are summarised in the table below. Current approved work permits exist for drilling on the Bungalien, Horsecreek, Malbon2 and Limestone Creek licences. Most recently, with the recognition of the significance of the areas with respect to phosphate potential, two new applications were submitted covering the oldest titles to expand the exploration area within the Georgina Basin.

**Isa Tenements Tenement Summary[*]**

Project/Name	Tenement No.	Owner	Equity	Granted/ Application	Expiry	Renew Appl'n Lodged	Approx Area (km2)	Status	State
Bungalien	EPM14355	Isa Tenements	100%	13/10/2004	12/10/2011	1/06/2011	61	Granted	Q'ld
Horse Creek	EPM15150	Isa Tenements	100%	13/07/2006	13/07/2011	15/03/2011	80	Granted	Q'ld
Limestone Creek	EPM17849	Isa Tenements	100%	20/10/2010	19/10/2015		72	Granted	Q'ld
Malbon 2	EPM14120	Isa Tenements	100%	29/08/2004	23/08/2010	23/08/2010	122	Granted	Q'ld
Horse Creek 2	EPMA1720 8	Isa Tenements	100%	23/07/2009			325	Appl'n	Q'ld
Bungalien 2	EPMA1820 7	Isa Tenements	100%	23/07/2009			325	Appl'n	Q'ld

*Isa Tenements currently has two tenement applications (EPMAs 18207 and 18208) and three tenement renewal applications (EPMs 14120, 14355 and 15150) pending with the relevant Minister under the Mineral Resources Act 1989 (QLD). Swift cannot guarantee that the applications for tenements made by Isa Tenements will ultimately be granted, in whole or in part. Further, Swift cannot guarantee that the renewals of valid tenements made by Isa Tenements will be granted on a timely basis, or at all. Isa Tenements (the holder of the Tenements) did not meet the expenditure commitments for EPM14120 in 2008 and 2009, or for EPM14355 in 2009, or for EPM15150 in 2009. Under the relevant State law, if the relevant Minister considers that a tenement holder has failed to comply with the expenditure commitments on a given tenement, the Minister has the discretion to cancel the EPM or refuse a tenement renewal application or impose a penalty on the holder.

The Tenement areas are located in north west Queensland and lie within the central north of the Duchess region within Eastern Succession of the Mt Isa Inlier. The Bungalien EPM 14355 is ideally supported by a road and rail corridor through its tenement boundary, enhancing potential development options.

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.
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Existing EPM’s (Bungalien, Horse Creek and Limestone Creek) with respect to significant projects in the Burke River.

(e) Exploration Undertaken by the Company

In 2008, the Company drilled 17 shallow reverse circulation drill holes for a total of 1,025 metres on Bungalien EPM 14355. The program demonstrated the continuity of the Beetle Creek Formation throughout this EPM as it is this sedimentary rock sequence which is the key host to phosphate

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mineralisation within the Georgina Basin. Of the 17 RC holes drilled, 5 returned peak values in excess of 10% P2O5 and the two eastern most holes returned peak values of more than 22% P2O5. The full set of results of any intervals of interest are summarised below:

Hole Number	From (m)	To (m)	Intersections P2O5
BRC001	21	25	4m @ 7.00%
including	22	23	1m @ 10.5%
BRC002	25	26	1m @ 3.3%
BRC004	17	18	1m @ 1.97%
BRC004	25	27	2m @ 1.6%
BRC005	52	54	2m @ 1.68%
including	52	53	1m @ 1.77%
BRC008	25	32	7m @ 5.5%
including	25	26	1m @ 14.3%
BRC009	38	44	6m @ 2%
BRC009	47	50	3m @ 3.3%
BRC010	42	43	1m @ 13.2%
including	42	54	12m @ 5.3%
BRC011	29	32	3m @ 4.45%
including	29	30	1m @ 8.58%
BRC012	28	37	9m @ 7.5%
including	28	29	1m @ 23%
including	28	30	2m @ 22.25%
BRC013	76	84	8m @ 5%
including	76	77	1m @ 7.9%
BRC014	53	68	15m @ 5.44%
including	54	55	1m @ 21%
BRC015	33	40	5m @ 3%
including	33	34	1m @ 5.3%
BRC016	18	24	6m @ 4.28%
including	22	23	1m @ 7.3%

The table above only identifies those intersections that had intervals of interest. All other intersections were not significant and hence were not reported. There were no intervals of interest from BRC017.

The Company recommenced exploration on the Bungalien Phosphate project in April 2011 on Bungalien EPM 14355, Horsecreek EPM 15150 and Limestone Creek EPM 17849.

The drill program consisted of 26 drill holes, 23 on Bungalien EPM 14355, two on Limestone Creek EPM 17849 and one on Horsecreek EPM 15150. The aim of the program was to intersect the phosphate rich Beetle Creek Formation. All drill holes were vertical and all reached the target Beetle Creek Formation.

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RC Drilling underway on the phosphate drill program in May 2011

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GBM Resources 2011 Phosphate program drill hole locations.

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Of 26 Reverse Circulation holes drilled by the Company, 10 returned peak values in excess of 10% P2O5 and one hole returned peak values of more than 25% P2O5. The full set of results of intervals of interest are summarised in the table below:

Hole ID	Easting	Northing	Depth	Dip	Date drilled	Tenement	EPM
PRC001	399208	7640206	60	90°	17/05/2011	Bungalien	14355
PRC002	398703	7639800	53	90°	17/05/2011	Bungalien	14355
PRC003	398268	7639659	72	90°	18/05/2011	Bungalien	14355
PRC004	397704	7639293	72	90°	18/05/2011	Bungalien	14355
PRC005	396905	7639009	54	90°	19/05/2011	Bungalien	14355
PRC006	399706	7639350	60	90°	19/05/2011	Bungalien	14355
PRC007	400208	7640298	42	90°	19/05/2011	Bungalien	14355
PRC008	400710	7640698	60	90°	20/05/2011	Bungalien	14355
PRC009	399190	7639441	60	90°	20/05/2011	Bungalien	14355
PRC010	398703	7639443	72	90°	21/05/2011	Bungalien	14355
PRC011	391752	7638958	36	90°	22/05/2011	Bungalien	14355
PRC012	391758	7638485	55	90°	22/05/2011	Bungalien	14355
PRC013	392235	7638548	54	90°	22/05/2011	Bungalien	14355
PRC014	392754	7639197	36	90°	23/05/2011	Bungalien	14355
PRC015	392747	7638865	54	90°	23/05/2011	Bungalien	14355
PRC016	392756	7638592	54	90°	23/05/2011	Bungalien	14355
PRC017	393252	7639008	53	90°	23/05/2011	Bungalien	14355
PRC018	393810	7639001	48	90°	24/05/2011	Bungalien	14355
PRC019	393803	7639349	47	90°	24/05/2011	Bungalien	14355
PRC020	394798	7639701	42	90°	24/05/2011	Bungalien	14355
PRC021	394827	7639365	40	90°	24/05/2011	Bungalien	14355
PRC022	395244	7639356	42	90°	24/05/2011	Bungalien	14355
PRC023	395246	7639705	60	90°	25/05/2011	Bungalien	14355
PRC024	419033	7619401	66	90°	26/05/2011	Limestone	17849
PRC025	420839	7614100	66	90°	26/05/2011	Limestone	17849
PRC026	419082	7638307	78	90°	27/05/2011	Horse creek	15150

The table above only identifies those intersections that had intervals of interest. All other intersections were not significant and hence were not reported.

The program demonstrated the continuity of the Beetle Creek Formation throughout the area of the Tenements. A single scout drill hole PRC026 drilled on Horse Creek EPM 15150 encountered a broad interval of 7m @ 4.19% P2O5 from 54m. This hole demonstrated that the Georgina Basin margin in this tenement is mineralised and has a very shallow dip.

A peak phosphate value of more than 25% P2O5 was among the strong results from the 1436 metre Reverse Circulation drill program conducted by the Company at the Bungalien EPM 14355. The full set of results of intervals of interest are summarised in the table below:

Hole	From	To	Interval	P2O5 %
	(m)	(m)	(m)
PRC 001	36	49	13	7.03
including	36	41	5	12.70
PRC 002	47	50	3	5.96
PRC 003	51	63	12	6.26
including	55	61	6	9.33
PRC 004	41	50	9	4.66

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including	41	41	1	10.99
PRC 005	29	44	15	3.72
including	30	33	3	12.16
PRC 007	18	31	13	7.60
including	18	23	5	13.30
PRC 008	37	52	15	3.35
including	38	42	4	5.50
PRC 009	34	51	17	3.74
PRC 010	58	65	7	2.60
PRC 011	13	18	5	3.77
including	15	18	3	4.64
PRC 012	33	37	4	1.80
including	44	52	8	3.21
PRC 013	22	46	24	4.19
including	32	33	1	25.99
PRC 014	23	26	3	2.23
PRC 015	37	43	6	2.29
PRC 016	24	29	5	2.20
including	38	42	4	14.26
PRC 017	37	43	6	4.00
including	37	40	3	5.87
PRC 018	35	41	6	3.06
including	35	36	1	8.81
PRC 019	29	37	8	6.57
including	29	30	1	15.21
PRC 020	22	33	11	3.71
including	22	23	1	14.55
PRC 021	25	38	13	2.62
including	29	31	2	6.24
PRC 022	37	42	5	2.29
PRC 023	39	56	17	3.51
including	44	45	1	10.85

The table above only identifies those intersections that had intervals of interest. All other intersections were not significant and hence have not been reported here.

The objective of the program was to build on strong phosphate results from first round drilling completed by the Company in December 2008 and to extend the area of phosphate mineralization. Drilling focused on areas of phosphate mineralization interpreted to be within 50 metres of surface and further confirmed large areas underlain at shallow depth by rocks of the Beetle Creek Formation.

In addition, scout drill holes PRC024, PRC025 and PRC026 intersected phosphate mineralisation in new areas. Drill hole PRC026 intersected 7m @ 4.19% P2O5 on Horse Creek EPM15150, PRC024 intersected 9m @ 2.14% P2O5 on Limestone Creek EPM17849 and PRC025 intersected 23m @ 1.49% P2O5 on Limestone Creek EPM17849.. These holes demonstrate that significant areas of these large tenements hold potential for untested phosphate mineralization at shallow depths.

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2.13 Exploration Strategy and Budget

Swift believes the area of the Tenements has great potential, however a significant increase in drilling is required to define the Phosphate potential of the area. Further fieldwork is required to progress toward a potential resource estimate. Swift proposes to conduct additional follow up drilling to define the boundaries of the phosphate mineralisation, enable an improved exploration target to be estimated and explore for extensions to that mineralisation.

The drilling program will focus strongly on the Burke River area where a large Reverse Circulation drill program will commence as soon as practicable to extend the phosphate mineralisation in the most promising areas. A program of Reverse Circulation shallow holes on Bungalien EPM 14355, Limestone Creek EPM 17849 and Horse Creek EPM 15150 is proposed. The program is aimed to increase confidence in grade distribution at Burke River. Similarly, the additional holes proposed on both Horse Creek EPM 15150 and Limestone Creek EPM 17849 are planned to build on the positive results from the three initial scout drill holes.

Preliminary metallurgical and beneficiation test work is also planned to be undertaken along with additional multi-element analysis to test for impurities, an important factor in determining the economic viability of the area.

Swift has targeted the Cambrian Georgina Basin margin for phosphorite hosted phosphate mineralisation. The Board believe that the under-explored nature of the current titles and their relative position to the Georgina Basin margin typifies the prospective nature of the area. The presence of existing infrastructure such as the Mt Isa railway line and Duchess-Cloncurry sealed road mean the Tenements are in an ideal position in the opinion of the Board.

The Company has tested the Bungalien EPM 14355 for phosphate accumulations using a wide spaced drilling pattern while Horse Creek EPM 15150 and Limestone Creek EPM 17849 require additional work. Follow up drilling is required on these tenements to explore extensions to the mineralisation.

Category	Year 1 A$	Year 2 A$	Total A$
Field camp & site costs	36,000	45,000	81,000
Drilling & associated direct costs	500,000	650,000	1,150,000
Assaying	105,000	130,000	235,000
Geologists & field assistants	160,000	175,000	335,000
Geophysics	10,000	10,000	20,000
Metallurgy	30,000	45,000	75,000
Indigenous liaison	7,000	7,000	14,000
Corporate1	500,000	500,000	1,000,000
Totals:	1,348,000	1,562,000	2,910,000

Summary of budget proposed by Swift assuming minimum subscription is raised under the Swift Offer

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1 This category is defined as “Administration costs (including Directors’ fees)” in the Swift Use of Funds table at Section 2.7 of this Notice.

The budget above assumes Swift raises the minimum subscription of $3 million under the Swift Offer. Assuming the full subscription is raised by Swift under the Swift Offer ($5 million), a total additional amount of $1,040,000 will be allocated as appropriate by Swift to the various exploration categories in the table above. An additional amount of $250,000 will also be added to the “Corporate” category noted above for payment of the costs of a corporate office, again assuming the full subscription is raised. Please also refer to the Swift Use of Funds table at Section 2.7 of this Notice.

2.14 Risk factors

If the Proposal proceeds, there are a number of risk factors which may affect the future operating and financial performance of Swift and the future investment performance of the Swift Shares. This Section summarises the risks to which Swift will be exposed as a participant in the phosphate industry (i.e. risks to which the Company has been exposed to as a participant in the phosphate industry), together with the further risks to which Swift will be exposed on completion of the Proposal. Swift shareholders will also be subject to the general risks associated with investing in listed securities.

Many of the risks identified in this Section are outside the control of Swift. In deciding whether or not to approve the Proposal and receive your investment in Swift, by way of the In Specie Distribution of the Swift Shares, you should carefully consider the risks set out in this Section together with the other information set out in this Explanatory Statement.

The risk factors set out below have been reviewed by each of the boards of directors of the Company and Swift and are considered applicable.

Additional risks and uncertainties not currently known to Swift may also have a material adverse effect on the business of Swift. The following risk factors, and other risks specifically not referred below, may in the future materially affect the financial performance of Swift and the value of the Swift Shares. The information set out below does not purport to be, nor should it be considered as representing, an exhaustive list of the risks affecting Swift and an investment in Swift Shares.

SWIFT SPECIFIC

(a) Counter Party Risk

Pursuant to the Share Purchase Agreement (summarised at Section 2.15(b) of the Explanatory Statement) Swift has agreed to acquire 100% of the Bungalien Phosphate Rights Interest subject to the fulfilment of certain conditions precedent, including the Transaction Conditions.

The ability of Swift to achieve its stated objectives will depend on the performance by Isa Tenements, Swift Venture and the Company of their respective obligations under the Share Purchase Agreement and Mineral Rights Deed. If any counterparty of Swift defaults in the performance of its obligations, it may be necessary for Swift to approach a court to seek a legal remedy. There can be no guarantee in such circumstances that a legal remedy will ultimately be granted on the appropriate terms.

(b) Contractual Risk

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Swift does not have a registered interest in any of the Tenements, rather it has an equitable interest pursuant to the Mineral Rights Deed to own the Phosphate Rights.

The only right available to Swift to protect its interest in the Phosphate Rights is lodgement of a caveat over the Tenements. A caveat prevents the registration of any transfer or mortgage over the Tenements without first giving notice to Swift. As at the date of this Notice, Swift has not yet lodged caveats with the Queensland State Government however intends to do so as soon as practicable after completion of the various agreements in relation to the acquisition of the Phosphate Rights by Swift.

In order for Swift to be able to achieve its objectives, Swift is reliant on the registered holder of the Tenements (being Isa Tenements) to comply with its contractual obligations under the Mineral Rights Deed with respect to maintaining the Tenements in full force and effect, free from any liability to forfeiture or non-renewal.

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance.

Where the registered holder of the Tenements fails to comply with conditions of the Tenements which results in loss of title to the Tenements, Swift would lose its interest in the minerals rights being acquired pursuant to the Mineral Rights Deed. It may then be necessary for Swift to approach a court to seek a legal remedy. Legal action can be costly and there can be no guarantee that a legal remedy will be ultimately granted on the appropriate terms.

(c) Expenditure Commitments Risk

Isa Tenements (the holder of the Tenements) did not meet the expenditure commitments for EPM14120 in 2008 and 2009, or for EPM14355 in 2009, or for EPM15150 in 2009.

Under the relevant State law, if the relevant Minister considers that a tenement holder has failed to comply with the expenditure commitments on a given tenement, the Minister has the discretion to cancel the EPM or refuse a tenement renewal application or impose a penalty on the holder.

As Isa Tenements has incurred actual expenditure on EPM14120, EPM14355, EPM15150 and EPM17849 in 2010 far in excess of the set expenditure commitments for each tenement, the Board of Swift considers that the likelihood of the relevant Minister exercising his/her discretion to cancel such tenements or refuse renewal applications is low.

Isa Tenements has also received correspondence from the Queensland Department of Employment, Economic Development and Innovation (DEEDI) indicating that EPMA’s 18207 and 18208 could proceed to grant as EPM’s provided certain conditions were met. These conditions have now been met by Isa Tenements, although the financial assurance payment and rental payment in respect of EPMA 18208 was not made within the time period set by DEEDI and, as such, EPMA 18208 is subject to an additional discretion of the relevant Government minister to refuse the tenement application. Again, Swift believes that this risk is low as in the

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experience of Swift’s Board, once the required payments are made in respect of EPMA’s, the grant of an EPM follows.

(d) Application Risk

Isa Tenements currently has two tenement applications (EPMAs 18207 and 18208) and three tenement renewal applications (EPMs 14120, 14355 and 15150) pending with the relevant Minister under the Mineral Resources Act 1989 (QLD). Swift cannot guarantee that the applications for tenements made by Isa Tenements will ultimately be granted, in whole or in part. Further Swift cannot guarantee that the renewals of valid tenements made by Isa Tenements will be granted on a timely basis, or at all.

The renewal application in respect of the tenement EPM 14120 was not made by Isa Tenements within the renewal period provided for in the relevant State legislation. As such, EPM 14120 is subject to an additional discretion of the relevant Government minister to refuse the renewal application.

Again, the Board of Swift considers that the likelihood of the relevant Minister refusing tenement applications or renewal applications is low, given that Isa Tenements has now met the conditions set down by DEEDI in respect of the Tenements and has incurred actual expenditure on EPM14120, EPM14355, EPM15150 and EPM17849 in 2010 far in excess of the set expenditure commitments for each tenement.

(e) Co-Existence Risk

Pursuant to the terms and conditions of the Mineral Rights Deed, Swift has contractual rights and obligations in relation to the co-existence, exploration and potentially mining on the Tenements. Swift is required to notify the registered holder of the Tenements of its proposed exploration programmes on the Tenements to ensure that they do not conflict or encroach on the exploration or mining areas of the registered holder of the Tenements.

In the event that the parties wish to conduct activities on the same target area, the parties shall negotiate in good faith to agree a coordinated work programme on the Tenements. There can be no guarantee that a coordinated work programme will be agreed between the parties.

There is a risk that Swift may not be able to complete all of its preferred exploration programmes in its preferred timetable or at all, as a result of a conflict with the exploration activities of the registered holder of the Tenements.

(f) Liquidity Risk

There are 10,000,001 Swift Shares already on issue. On completion of the Swift Offer (assuming the Swift Offer is fully subscribed), it is estimated there will be 82,142,857 Shares on issue in Swift Company.

A significant portion of these Swift Shares (potentially up to approximately 49% of the Shares on issue in Swift) are likely to be escrowed because they are classified by the ASX as ‘restricted securities’. Some investors may consider that there is an increased liquidity risk as a large portion of issued capital may not be able to be traded freely on ASX for a period of time.

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(g) Overlapping Tenements Risk

The areas covered by the Tenements overlap with areas covered by existing authorities to prospect granted to third parties. There is a risk that Swift may not be able to complete all of its preferred exploration programmes in its preferred timetable or at all, as a result of a conflict with the exploration activities of third parties.

The Swift Directors will closely monitor the potential effect of applications, permits and authorities which overlap the areas of the tenements in which Swift has or may have an interest.

(h) Restricted Land Area Risk

15% of the area of tenement EPMA 18208 intersects with the restricted area ‘Black fort dam’ site.

The ability of Swift to gain access to this part of the tenement, or to progress from the exploration phase to the development and mining phases of operations will be at the discretion of the relevant Water Planning Manager for the region under the Water Act 2000 (Qld).

As such, there is a risk that Swift may not be able to complete all of its preferred exploration programmes in its preferred timetable or at all in respect of this area of the tenement.

The Swift Directors will closely monitor the potential effect of ‘restricted areas’ in tenements in which Swift has or may have an interest.

(i) Wild Rivers Area Risk

5% of the area of tenement EPMA 18207 is covered by a preservation area nominated waterway. If an EPM is granted over this land, exploration may be carried out using only limited hand sampling techniques and activities must not occur within 50 metres of the nominated waterway. As such, there is a risk that Swift may not be able to complete all of its preferred exploration programmes in its preferred timetable or at all in respect of this area.

The Swift Directors will closely monitor the potential effect of any ‘nominated waterways’ which flow through tenements in which the Company has or may have an interest.

(j) Newcrest Mortgage Risk

Newcrest Operations Limited (Newcrest) holds a mortgage over the Tenements which was granted by Isa Tenements and secures a royalty granted by Isa Tenements in favour of Newcrest. Bungalien Phosphate Pty Limited has assumed obligations under this royalty to the extent of the Bungalien Phosphate Rights Interest (and Swift has guaranteed these obligations) under a Deed of Covenant to the Royalty Deed (please refer to Section 2.15(d) for a summary of this deed). As such, the Royalty Deed places separate obligations on two separate companies.

In the event that Isa Tenements defaults under this royalty and Newcrest enforces its mortgage, there is a risk that Swift’s rights to the Bungalien Phosphate Rights Interest could be adversely affected. Swift intends to try to mitigate this risk moving forward by seeking Newcrest’s confirmation that

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the Bungalien Phosphate Rights Interest will not be impacted by any breach by Isa Tenements of its royalty obligations.

(k) Limited history

Swift was only recently incorporated (2 December 2011) and has no operating history and limited historical financial performance. Exploration has previously been conducted on the area of land the subject of the Tenements. However, Swift is yet to conduct its own exploration activities and will not commence these activities until Swift has been admitted to the Official List. No assurance can be given that a JORC Code compliant resource or commercial quantities of Phosphate mineralisation are present on the Tenements or that Swift will achieve commercial viability through the successful exploration and/or mining of the Phosphate Rights. Until Swift is able to realise value from its projects, it is likely to incur ongoing operating losses.

(l) Exploration and Development Success

Investors should understand that Phosphate and other minerals exploration and development is by its nature a high risk undertaking.

There can be no assurance that exploration of the Tenements, or any other licenses that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Swift has not yet published resource estimates for any prospects. There is no assurance that exploration or project studies by Swift will result in the definition of an economically viable mineral deposit or that the exploration tonnage estimates and conceptual project developments discussed in this Prospectus are able to be achieved.

(m) Potential Acquisitions

As part of its business strategy, Swift may make acquisitions of or significant investments in other resource projects. Any such transactions would be accompanied by risks commonly encountered in making such acquisitions.

(n) Operating Risks

The operations of Swift may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Having been incorporated on 2 December 2011, Swift does not have any significant operating history, although it should be noted that Swift’s directors have between them significant operational experience. No assurances can be given that Swift will achieve commercial viability through the successful exploration and/or mining of its license interests. Until Swift is able to realise value from its projects, it is likely to incur ongoing operating losses.

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INDUSTRY SPECIFIC

(a) Title Risk

Interests in the Tenements and the Phosphate Rights are governed by the legislation and regulations applicable to Queensland and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, Swift could lose title to or its interest in the concessions if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

(b) Changes in Government Policy

Adverse changes in government policies or legislation in Queensland and other jurisdictions in which Swift may operate from time to time affecting taxation, royalties, land access, labour relations, and mining and exploration activities may affect the operations of Swift. It is possible that the current system of exploration and mine permitting in Queensland may change, resulting in impairment of rights and possibly expropriation of Swift’s properties without adequate compensation. In addition, there is a possibility that Swift’s agreements with governments or joint venture partners may be unenforceable against such parties.

(c) Resource Estimates

While the Company has not defined or published resource estimates for any of its projects, if it does so in the future it should be noted that resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect Swift’s operations.

(d) Commodity Price Volatility and Exchange Rate Risks

If Swift achieves success leading to mineral production, the revenue it will derive through the sale of phosphate rock and potential later sales of phosphoric acid, DAP and MAP, exposes the potential income of Swift to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of Swift. Such factors include supply and demand fluctuations, technological advancements, forward selling activities and other macro-economic factors.

(e) Environmental Risks

The operations and proposed activities of Swift are subject to the laws and regulations of Queensland concerning the environment. As with most exploration projects and mining operations, Swift’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is Swift’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

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(f) Native title and Aboriginal Heritage

In relation to tenements which Swift has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of Swift to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Each of the Tenements overlap with native title claims. An expedited procedure has been applied in respect of each of the Tenements other than EPM 15150.

There is a Native Title Exploration Agreement between Newcrest Operations Limited and the Kalkadoon people in respect of EPM 15150 which Isa Tenements (as holder of the Tenements) is obligated to abide by. Swift (through its proposed purchase of Bungalien Phosphate Pty Limited) will also be obligated to abide by this agreement under the terms of the Mineral Rights Deed.

Further to this, it is possible that an Indigenous Land Use Agreement (ILUA) may be registered against one or more of the tenements in which Swift has an interest. The terms and conditions of any such ILUA may be unfavourable for, or restrictive against, Swift.

The Directors will closely monitor the potential effect of native title claims involving tenements in which Swift has or may have an interest.

(g)

Tenure and access

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved.

Tenements are subject to the applicable mining acts and regulations in Queensland. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising Swift’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of Swift.

GENERAL

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on Swift’s exploration, development and production activities, as well as on its ability to fund those activities.

(b) Market Conditions

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Share market conditions may affect the value of Swift’s quoted securities regardless of Swift’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither Swift nor the Swift Directors warrant the future performance of Swift or any return on an investment in Swift.

(c) Funding and Additional Requirements for Capital

At present, Swift has no income producing assets and will generate losses for the foreseeable future.

Swift’s capital requirements depend on numerous factors. Depending on Swift’s ability to develop a project and generate income from its operations, Swift may require further financing in addition to amounts raised under the capital raising to support long term exploration. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If Swift is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that Swift will be able to secure any additional funding or be able to secure funding on terms favourable to Swift.

(d) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of Swift depends substantially on its senior management and its key personnel who have employment or contractual arrangements with Swift. There can be no assurance given that there will be no detrimental impact on Swift if one or more of these employees cease their employment or terminate their contractual arrangements with Swift.

Additionally, a shortage of skilled labour in the mining industry could pose a risk to Swift’s ability to conduct planned exploration (or subsequent mining activities), as well as increasing the cost of personnel deployed to conduct such activities, to the detriment of Swift’s financial position.

(e) Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by Swift or by investors in Swift. The above factors, and others not

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specifically referred to above, may in the future materially affect the financial performance of Swift and the value of the Swift Shares.

Therefore, the Swift Shares carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that the investment in Swift is highly speculative and should consult their professional advisers before deciding whether to apply for Swift Shares.

2.15 Restructure arrangements - material contracts

The Proposal will be effected via the following agreements:

(a) Mineral Rights Deed

(Background): Bungalien has entered into a Mineral Rights Deed dated 1 April 2012 with Swift Venture, the Company and the Company’s 100% owned subsidiary, Isa Tenements, to acquire 100% of the Company’s Bungalien Phosphate Rights Interest.

(Conditions Precedent): Completion of the Mineral Rights Deed is subject to the following conditions precedent being satisfied:

(i) The Company, Isa Tenements and Swift Venture (Transferors) and Bungalien obtaining all the necessary shareholder, third party and regulatory approvals and consents required pursuant to the Corporations Act, the ASX Listing Rules, the Mineral Resources Act 1989 (QLD) and any other relevant law; and
(ii) the Share Purchase Agreement (summarised below at Section 2.15(b)) and the Subscription Agreement (summarised below at Section 2.15(c)) both being executed by all relevant parties; and
(iii)
Swift obtaining Listing Approval.

(Transfer of the Bungalien Phosphate Rights Interest): Under the Mineral Rights Deed:

(i) Swift Venture agrees to transfer its 70% interest in the Phosphate Rights to Bungalien in consideration for being issued 30,642,857 Swift Shares under the Subscription Agreement; and
(ii) Isa Tenements agrees to transfer the Bungalien Phosphate Rights Interest to Bungalien in consideration for the Company being issued 16,500,000 Shares in Swift under the Share Purchase Agreement.

(Satisfaction or Waiver): If the conditions precedent are not satisfied or waived in accordance with the Mineral Rights Deed by 5.00pm (WST) on 30 June 2012, or such other date as agreed in writing by the parties, the Mineral Rights Deed will be deemed to be at an end and of no force or effect.

(Isa Tenements Royalty): Under the Mineral Rights Deed, Bungalien will be obligated to pay to Newcrest its proportionate share of the royalty due under the Royalty Deed in respect of any Phosphate won from the Tenements.

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(Other Mineral Rights): The Transferors retain the right to explore for and mine all metals and minerals other than Phosphate (Other Mineral Rights).

(Tenement Administration): Isa Tenements must undertake general reporting and administration requirements in relation to the Tenements. Bungalien will be responsible for the payment of all outgoings in respect of the Tenements. Bungalien will also be liable for the forfeiture of any Tenement resulting from the failure to comply with the requirements of the Mineral Resources Act 1989 (QLD) except where such forfeiture is the direct result of the action or inaction of parties with Other Mineral Rights.

(Tenement Surrender):

(i) Compulsory relinquishment: Where the holder (the Holder) of the tenements (currently Isa Tenements) is required to surrender any part of a Tenement, the parties must consult to determine which area is to be relinquished. If the parties cannot agree on which area is to be relinquished, the Holder will determine what areas should be relinquished (taking into account the view of Bungalien), but must only relinquish the minimum requirement. If Bungalien wishes to retain any area of the compulsory relinquished area, the Holder must cooperate and provide assistance to Bungalien, subject to any requirements or restrictions under the Mineral Resources Act 1989 (QLD).
(ii) Surrender of Tenement: The Holder must not relinquish any part of a Tenement or fail to renew or extend the term of a Tenement (Relinquished Area) without first offering to transfer the Relinquished Area to Bungalien or otherwise assist Bungalien to acquire the Relinquished Area for $1.00. If Bungalien does not accept the offer within 10 Business Days, Bungalien will have no further rights in respect of the Relinquished Area.

(Parties to Co-Operate): When carrying out activities on the Tenements, each party must fully co-operate with the other parties and use best endeavours to ensure its activities on the Tenements do not prejudice or interfere with the conduct of the another party’s activities on the Tenements.

(Exploration Activity): Where a party proposes to commence any programme of exploration on any Tenement, it must provide notice (a Notice) to the other party at least 60 Business Days prior to commencing such programme. Any objection (an Objection) to the proposed programme of exploration must be given within 5 Business Days of receiving the Notice. Within 3 Business Days after an Objection has been given, the parties must meet and endeavour to resolve the matter. If the parties cannot resolve the matter within 10 Business Days of receipt of the Objection, the matter must be referred to an expert for determination.

A party may propose to amend the scope of its exploration activities, however it must comply with the procedural requirements noted above that apply to commencing a programme of exploration.

If, in the course of exploration any party identifies a mineral in potentially economic quantities to which the other party is entitled, it must provide written notice to the other party within 10 Business Days of which it becomes aware of the fact.

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(Mining Operations): Where a party proposes to proceed with mining operations on any of the Tenements, then:

(i) it must first complete a bankable feasibility study in respect of the proposed mining operations;
(ii) the parties must, as soon as practicable, meet to negotiate how mining operations should proceed; and
(iii) such mining operations must commence within three (3) years of the completion of the relevant bankable feasibility study.

(Cooperation regarding information): Each party must provide to the other its quarterly reports, and in certain circumstances retain and provide certain core produced from drilling on the Tenements.

(Native Title): Each party is responsible for complying with the provisions of native title legislation in connection with the conduct of its activities on the Tenements. Unless the parties agree otherwise, Isa Tenements is authorised to negotiate as an agent of the parties in relation to any native title matter. Isa Tenements must however, liaise with, and obtain the approval of, the other parties for any final terms of any negotiated agreement.

In the case of proposed mining operations, each party shall be responsible for native title negotiations. If requested, Isa Tenements must execute any future act agreement to procure the grant of a tenement for the purposes of a mining operation, but will be indemnified by the party requesting such execution in respect of any liability under that future act agreement.

Bungalien agrees to comply with all property access agreements and native title agreements in relation to the Tenements which Isa Tenements is party to when undertaking activities on the Tenements and to pay for all liabilities under such agreements attributable to its activities on the Tenements. Isa Tenements must use its best endeavours to ensure Bungalien enjoys all the benefits under the various property access agreements and native title agreements in respect of its activities on the Tenements.

(Rehabilitation and Environmental Obligations): Each party is responsible for:

(i) rehabilitation obligations attributable to activities undertaken by it on the Tenements; and
(ii) lodging (or procuring lodgement of) performance bonds where the requirement arises by reason of the exercise of that party’s rights.

(Dispute Resolution): Any dispute arising between the parties may be referred in writing (Referral Notice) to a panel consisting of a representative of each party (the Panel). The Panel must meet within 10 business days and endeavour to resolve the dispute within 14 business days of its first meeting. If the Panel has not resolved the dispute within 10 business days, then technical matters may be referred to an expert for resolution and other matters referred to mediation for resolution.

(Mediation): Where a party wishes to refer a dispute to meditation, they must do so by providing the other parties with notice in writing (Mediation

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Notice). Within 5 business days of receipt of the Mediation Notice, the parties must then jointly appoint a mediator. Any mediation must be held within 20 business days of the appointment or nomination of the mediator.

(Expert Determination): Where a party wishes to appoint an expert, they must provide written notice to the other parties, setting out the details of the matter proposed to be resolved by the expert. If the parties do not resolve the matter proposed to be referred to the expert within 10 business days from the date of such notice, the parties must agree on a single expert to whom the matter will be referred for determination. The expert must be independent and the determination of the expert is final and binding so far as the law permits.

(Indemnities): Each party indemnifies the other from and against all liabilities arising out of any negligent act or omission in the course of its activities on the Tenements.

(Assignment): No party may assign, encumber, part with possession of, or in any way directly or indirectly deal with any of its rights or obligations or any of its interests in the Tenements to another person (Third Party) unless the non-assigning party provides prior written consent and the Third Party has entered into a deed of covenant binding the Third Party to observe and perform the terms and conditions of the Mineral Rights Deed to the extent of the assigned interest.

The Mineral Rights Deed otherwise contains other terms that are standard for an agreement of this nature, including (but not limited to) representations and warranties, and indemnities.

(b) Share Purchase Agreement

(Background): Swift has entered into a share sale and purchase agreement dated 1 April 2012 with Bungalien and the Company to purchase 100% of the shares in the capital of Bungalien, which are beneficially and legally owned by the Company (SPA).

Bungalien has also entered into a Mineral Rights Deed with the Company and, Isa Tenements, to become the legal and beneficial owner of 100% of the Phosphate Rights.

(Conditions Precedent): Completion of the SPA is subject to the following conditions precedent being satisfied:

(i) both the Company and Swift obtaining all necessary shareholder, third party and regulatory approvals and consents required pursuant to the Corporations Act, the Listing Rules, the Mineral Resources Act 1989 (QLD) and any other relevant law;
(ii) the Swift obtaining Listing Approval;
(iii) Newcrest Operations Limited (the previous owner of the Tenements) consenting to the parties entering into the SPA in accordance with the Isa Tenements Royalty Deed (Royalty Deed), and if required by Newcrest, the parties entering into a deed of covenant; and

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(iv) satisfaction of the conditions precedent in the Mineral Rights Deed summarised above and the subsequent transfer of the Bungalien Phosphate Rights Interest from Isa Tenements to Bungalien.

(Satisfaction or Waiver): If the conditions precedent are not satisfied or waived in accordance with the SPA by 5.00pm (WST) on 30 June 2012, or such other date as agreed in writing by the parties, the SPA will be deemed to be at an end and of no force or effect.

(Consideration): At settlement, Swift will allot and issue to the Company (or its nominee/s) 16,500,000 shares in the Company.

The SPA otherwise contains other terms that are standard for an agreement of this nature, including (but not limited to) representations and warranties, and indemnities.

(c) Subscription Agreement

(Background): Swift has entered into a subscription agreement with Swift Venture pursuant to which Swift Venture will be issued with 30,642,857 Swift Shares in consideration for transferring its 70% interest in the Phosphate Rights to Bungalien pursuant to the Mineral Rights Deed.

(Conditions Precedent): Completion of the Subscription Agreement is subject to the following conditions precedent being satisfied:

(i) Swift obtaining Listing Approval;
(ii) satisfaction of the conditions precedent in the Mineral Rights Deed summarised above at Section 2.15(a) and the subsequent transfer of the Phosphate Rights from Isa Tenements and Swift Venture to Bungalien; and
(iii) satisfaction of the conditions precedent in the SPA summarised above at Section 2.15(b) and the subsequent purchase by Swift of the entire issued share capital of Bungalien from the Company.

(Satisfaction or Waiver): If the conditions precedent are not satisfied or waived in accordance with the Subscription Agreement by 5.00pm (WST) on 30 June 2012, or such other date as agreed in writing by the parties, the Subscription Agreement will be deemed to be at an end and of no force or effect.

(d) Deed of Covenant to Royalty Deed – Newcrest

In early April 2012, Swift entered into a Deed of Covenant with Bungalien, Isa Tenements and Newcrest Operations Limited (ACN 009 221 505) (Newcrest) pursuant to which Bungalien covenants in favour of Newcrest to be bound by the Royalty Deed between Newcrest and Isa Tenements to the extent of the Bungalien Phosphate Rights Interest acquired by Bungalien under the Mineral Rights Deed summarised at Section 2.15(a) above. Bungalien also undertakes at a later date to enter into a separate royalty deed with Newcrest in respect of the Phosphate Rights and also a mortgage to secure such royalty under the Deed of Covenant. Under the Deed of Covenant, Swift guarantees the performance by Bungalien of its obligations pursuant to the deed and indemnifies Newcrest against any losses incurred by Newcrest arising from a breach by Bungalien of such obligations.

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The Deed of Covenant is subject to the following conditions precedent being satisfied:

(i) satisfaction of the conditions precedent in the Mineral Rights Deed summarised above at Section 2.15(a)and the subsequent transfer of the Bungalien Phosphate Rights Interest from Isa Tenements to Bungalien;
(ii) satisfaction of the conditions precedent in the Sale Purchase Agreement summarised above at Section 2.15(b) and the subsequent acquisition of the entire issued share capital of Bungalien by Swift; and
(iii) Swift obtaining Listing Approval.

Pursuant to the Deed of Covenant, Swift shall be liable to pay Newcrest a royalty of 2% of the net smelter return of any Phosphate won from EPMs 14120, 14355 and EPM15150 and EPMAs 18207 and 18208.

(e) Exploration Agreement – the Kalkadoon People

Isa Tenements (the holder of the Tenements) is party to an Exploration Agreement with native title claim representatives for and on behalf of the Kalkadoon people dated 23 March 2007 in respect of EPM 15150.

Bungalien has assumed Isa Tenements’ obligations in respect of the Phosphate Rights pursuant to a Deed of Assumption between Bungalien and Isa Tenements. Swift (through its proposed purchase of Bungalien) will thus also be obligated to abide by the agreement. The agreement applies for the term of EPM 15150 and allows Isa Tenements/Swift to carry out exploration on the area of EPM 15150. Prior to commencing any exploration on the area, the exploring party must submit exploration programmes and provide an annual summary of its activities on the land to the native title party. Swift must pay the native title party $1,000 upon the submission of any proposed work programme.

2.16 Information concerning the Swift Shares

Swift Shares are not currently listed for quotation on any stock exchange.

Swift intends to lodge the Swift Prospectus on or about the same date as the date of this Notice.

A summary of the more significant rights that will attach to the Swift Shares is set out below. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of the Swift Shareholders.

Full details of the rights attaching to the Swift Shares are set out in Swift’s constitution, a copy of which is available on request.

(a) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Swift Shares (at present there are none), at meetings of shareholders of Swift:

(i) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;

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(ii) on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid Shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

(b) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of Swift.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution.

(c) Rights on winding up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up of Swift all assets that may be legally distributed among members will be distributed amongst the members as the liquidator determines.

(d) Transfer of shares

Subject to the constitution of Swift, the Corporations Act, and any other laws and ASX Settlement Operating Rules and ASX Listing Rules, shares are freely transferable.

(e) Future increases in capital

The allotment and issue of any shares is under the control of the Directors. Subject to restrictions on the allotment of shares to Directors or their associates, the ASX Listing Rules, the constitution of Swift and the Corporations Act, the Directors may allot or otherwise dispose of shares on such terms and conditions as they see fit.

(f) Share buy backs

Subject to the provisions of the Corporations Act, the rules of any securities exchange upon Swift Shares are listed and applicable securities laws, Swift may buy back Swift Shares on the terms and at times to be determined by the directors of Swift.

(g) Variation of rights

Under the Corporations Act, Swift may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not Swift is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class,

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or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h)

Dividend rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of Swift which the Directors determine to distribute by way of dividend are divisible among the holders of ordinary shares in proportion to the number of shares held by them.

(i) Alteration of constitution

Swift’s constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. At least 28 days written notice specifying the intention to propose the special resolution to amend Swift’s constitution must be given to Swift’s shareholders.

(j) Listing rules of a securities exchange on which Swift Shares are listed

If and while Swift is admitted to a recognised securities exchange, if the listing rules of such securities exchange prohibit an act being done, the act must not be done despite anything in Swift’s constitution. Nothing in Swift’s constitution prevents an act being done that the listing rules of such securities exchange require to be done.

3. INFORMATION ON THE COMPANY FOLLOWING COMPLETION OF THE PROPOSAL

3.1 Effect of Proposed Equal Capital Reduction on the Company

A pro-forma statement of financial position of the Company is contained in Schedule 1 which shows the financial impact of the equal capital reduction on the Company and the financial impact of the Proposal (the subject of Resolutions 1 and 2) on the Company.

Furthermore, the Company, being an ASX listed entity, is subject to the continuous disclosure requirements set out in Chapter 3 of the ASX Listing Rules. As such, the Company is required to lodge quarterly accounts detailing the Company’s current financial position. Any use of funds by the Company will be detailed in these quarterly reports and any significant transactions will be disclosed to Shareholders.

3.2 Pro-Forma Statements of Financial Position for the Company

Set out in Schedule 1 is a statement of financial position of the Company as at 31 December 2011, together with the pro-forma statement of financial position following completion of the Proposal.

3.3 Company’s capital structure

The Proposal will not affect the Company’s capital structure.

The capital structure of the Company as at the date of this Notice of Meeting is:

Number of Shares	Number of Options1	Number of Performance Rights2

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221,593,503 129,493,124 1,300,000

1 Exercisable on or before 30 June 2013 at 20 cents.
2 650,000 performance rights expiring 22 March 2017 and 650,000 performance rights expiring 31 December 2017

3.4 Directors’ Interests

Set out below is a table which indicates the securities in which the Company’s Directors have an interest prior to the capital reduction and the number of Swift Shares they are likely to have an interest in if Resolutions 1 and 2 are passed and implemented:

Director	Company Shares	Company Options	Number of Swift Shares each Director is likely to receive if Resolutions 1 and 2 are passed	Number of Swift Shares each Director is likely to receive if Resolutions 1 and 2 are passed and listing of Swift on the ASX occurs
Mr Neil Norris	9,250,000	3,093,635	688,757	688,757
Mr Cameron Switzer	6,393,750	4,346,875	476,079	476,079
Mr Peter Thompson	9,562,582	4,937,525	712,031	712,031
Mr Guan Huat Sunny Loh	11,067,131	17,800,000	712,562	31,466,917

The above table assumes that the Directors do not exercise any Options, and are not issued new Shares and do not acquire additional Shares or dispose of any Shares, between the date of this Notice of Meeting and the Record Date. However, it is possible that one or more of the Directors will exercise some or all of their Options or otherwise acquire or dispose of Shares. The tables above should not be read as a statement of intention that the Directors intend to exercise any Options they may hold or otherwise acquire additional Shares between the date of this Notice of Meeting and the Record Date.

The Directors’ shareholdings in Swift listed in the above table, assumes that, as applicable:

(a) the In Specie Distribution of 16,500,000 Swift Shares to the Company’s Shareholders occurs; and
(b) Swift Venture Holdings Corporation subscribes for 30,642,856 Swift Shares pursuant to the Subscription Agreement described in Section 2.15(c).

No Director of the Company will receive any payment or benefit of any kind as a result of the equal capital reduction other than as Shareholders of the Company.

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To the extent that Directors hold Shares, they will be treated on the same basis as other Shareholders in respect of the equal capital reduction.

3.5 Information concerning the Company’s Shares

The rights attaching to the Shares in the Company will not alter due to the implementation of the Proposal.

For the information of Shareholders, the highest and lowest recorded sale prices of the Company’s Shares as traded on ASX during the 12 months immediately preceding the date of this Explanatory Statement, and the respective dates of those sales were:

Date Highest Price Date Lowest Price 6 February 2012 $0.115 26 September 2011 $0.053

The latest available closing price of the Shares on ASX prior to the date of this Notice was $0.081 on 16 April 2012.

3.6 Effect of proposed equal capital reduction on Shareholders in the Company

Subject to Shareholders approving the equal reduction of capital and the In Specie Distribution pursuant to Resolution 2, the Company will then undertake the pro-rata In Specie Distribution of approximately 16,500,000 Swift Shares to Shareholders. Shareholders will be entitled to receive a proportional number of Swift Shares relatively to their shareholding in the Company on the Record Date (rounded down to the nearest whole number, with surplus Swift Shares as a result from that rounding down being retained by the Company) pursuant to the equal reduction of capital.

In the event Shareholder approval of Resolution 2 is not obtained, the Proposal will not proceed and the distribution of the Swift Shares to Shareholders will not occur.

The proposed timetable for the transaction is set out on page 9 of this Explanatory Statement.

What will you receive?

If the Proposal is implemented, eligible Shareholders (being Shareholders whose address in the Company’s share register as shown on the Record Date is in Australia or New Zealand) will receive a proportional number of Swift Shares relative to their shareholding in the Company at the Record Date.

The ratio of Swift Shares distributed may be affected by the Company’s Options being converted between now and the Record Date. This will have the effect of lowering the number of Swift Shares distributed for each Share held in the Company.

Shareholders are not required to contribute any payment for the Swift Shares which they are entitled to receive under the Proposal.

What is the impact on your shareholding in the Company?

The number of Shares in the Company that you hold will not change as a result of the Proposal.

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If the Proposal is implemented, the value of your Shares in the Company may be less than the value of Company’s Shares held prior to the Proposal being implemented. The size of any decrease cannot be predicted and will be dependent on the value the ascribed to Swift, which is presently 20 cents per Share.

Do you have to do anything to receive your Swift Shares?

If the Proposal proceeds, you will automatically receive the Swift Shares you are entitled to receive (unless you are an ineligible overseas Shareholder, in which case you will receive the proceeds), even if you vote against the Proposal or do not vote at all.

Will I be able to trade my Swift Shares?

If the Proposal is approved by Shareholders and is implemented, a holder of Swift Shares will be able to sell their Swift Shares in the future.

However, there may be a limited liquid market for the Swift Shares as these Shares will not initially be listed on the ASX. Please refer to Section 2.14(f) for further details on this risk.

What are the taxation implications of the Proposal?

A general guide to the taxation implications of the Proposal is set out in Section 3.10 of this document. The description is expressed in terms of the Proposal and is not intended to provide taxation advice in respect of particular circumstances of any Shareholder. Shareholders should obtain professional advice as to the taxation consequences of the Proposal in their specific circumstances.

3.7 General Update on Activities

As previously announced to the market on 14 March 2012, during the six months ended 31 December 2011 the Company has undertaken a significant amount of exploration activity on the following key project areas as summarised below:

(a) Queensland Region

At the Company’s Brightlands Project Area in North West Queensland, the Company has focused on the Milo Iron Oxide Copper Gold (IOCG) and Rare Earth project.

In addition, the Company has conducted extensive field work on its Mount Morgan Gold Copper assets.

Drilling and field activities have been conducted on the assets forming part of Pan Pacific Copper and Mitsui Farm in Agreement which covers four project areas in the Mount Isa region.

(b) Victoria Region

(i) Drilling and field work has been completed by the Company on the YEA Gold Tungsten Project.
(ii) Exploration expenditure incurred for the six months ended 31 December 2011 on the Company’s wholly owned projects was $1,505,774 and for the Company’s farm-in projects was $1,865,486.

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3.8 Highlights and achievements

Highlights and key achievements for the 6 months ended 31 December 2011 are as follows:

(a) Milo Iron Oxide Copper Gold and Rare Earth Project - Queensland

The Company announced a maiden Inferred REEY Resource at its Milo Project of 103 million tonnes at 760ppm rare earth oxides for 82,500 tonnes of total rare earth and yttrium oxide (TREEYO). The discovery of rare earths potentially adds both significant value and may underwrite the development of Milo.

A three-hole diamond drill program completed at Milo in December 2012 confirmed significant extension to the copper zone at Milo. The zone of sulphide mineralisation now extends at least 380 metres beyond previous drilling.

(b) Pan Pacific Copper and Mitsui Farmin Projects - Queensland

Drilling on the projects under the Farm-in agreement with Pan Pacific Copper and Mitsui yielded a number of positive results including the identification of a new IOCG system, called Bronzewing Bore at the Bungalien Project. The Company carried out a number of geophysical surveys over various targets across the Farm-in projects which will be used in conjunction with the drill results from the period’s drilling to define priority drill targets for the upcoming field season in 2012.

(c) Mount Morgan Gold Copper Project - Queensland

The Mount Morgan project is located South-west of Rockhampton near the world class Mt Morgan mine which produced 8.0 M ounces of gold and 400,000 tonnes of copper. An extensive soil and rock sampling program at a number of high priority targets within the Mount Morgan project area was undertaken in the second half. Results from the Sand Creek prospect have defined a large zone of anomalous copper and gold which has been interpreted as a large porphyry copper-gold system. This will be drill tested in the 2012 exploration field season.

(d) YEA Gold Tungsten Molybdenum Project - Victoria

This project includes two exploration licences EL5292 and 5293 and one application ELA5347 which cover an area of over 1000 square kilometres in Central Victoria. Scout drillhole MGDD08 completed on the Yea IGRS project area has returned a significant interval of tungsten / molybdenum mineralisation. Results from this drilling and other sampling programs strongly support the existence of an Intrusive Related gold System (IGRS) at the Company’s Yea Project in Central Victoria. The 2012 field program is planned to cover infill and extension of the soil grid within the W-Au corridor.

(e) Intentions upon completion of the Proposal

The Company’s key priorities upon completion of the Proposal are set out below:

Milo Project

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The Company intends to complete the MILO Project Scoping Study by midyear. The study will include:

(i) delineation of a maiden copper equivalent resource;
(ii) completion of metallurgical testing for both the copper equivalent and rare earth elements;
(iii) preliminary mine and processing plant design; and
(iv) financial modelling to demonstrate commercialisation of the Milo ore body.

This will provide the basis to lead into the next development phase for Milo being the pre-feasibility study in the second half year.

Pan Pacific Copper and Mitsui Farm in Areas

The Company intends to complete drilling and field activities that have been prioritised from 2011.

Gold Assets

The Company intends to continue developing the potential of the Mount Morgan and Victorian gold assets.

3.9 Competent Person’s Statement

The information that is contained in this Notice as it relates to Exploration Results is based on information compiled by Mr Neil Norris, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Neil Norris is employed by the Company. Mr Neil Norris has sufficient experience which is relevant to the style of mineralisation and type or deposit under consideration and to the activity which he is undertaking to quality as a competent person as defined in the JORC Code. Mr Neil Norris consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

3.10 Taxation

The following comments are based on the application of Australian taxation laws in force at the date of this Explanatory Statement, and are only intended as a general outline of the Australian income tax consequences for Shareholders who participate in the In Specie Distribution. Should there be any amendment to the tax law between the date of this Explanatory Statement and the date of the capital reduction and In Specie Distribution, the implications below may change.

The views expressed in this summary are not intended as specific advice to Shareholders and should not be relied on as such. The application of tax legislation may vary according to the individual circumstances of Shareholders. In this regard, the comments below are only relevant to those Shareholders who are residents of Australia for income tax purposes and hold their Shares on capital account (i.e. have not been held for the purpose of resale or as trading stock). The income tax consequences may differ where the Shares are held on revenue account, as trading stock or as part of institutions or tax-exempt organisations. It should be emphasised that these comments are general in nature, may not be applicable to your individual circumstances and cannot be relied upon for accuracy or completeness.

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You should therefore seek and rely on your own independent taxation advice in relation to the taxation consequences of the In Specie Distribution. Neither the Company nor any of its officers, or its advisers accept liability or responsibility with respect to such consequences.

Receipt of Swift Shares

Generally, a receipt of Swift Shares will be a tax event for a Shareholder.

Taxation can arise under capital gains tax rules, and also as an assessable dividend, depending on the individual circumstances of a Shareholder.

1. Choice to apply rollover

Notwithstanding the receipt of Swift Shares being a tax event for a Shareholder it is possible a Shareholder could choose to obtain a rollover under the demerger rules in Division 125 of the Income Tax Assessment Act 1997 (the 1997 Act ).

If a Shareholder is able and chooses to obtain a rollover then any capital gain or capital loss the Shareholder makes on the receipt of Swift Shares is disregarded.

In these circumstances the cost base and reduced cost base of the Shareholder’s Shares in the Company just before the In Specie Distribution must be allocated between the Shareholder’s Shares in the Company and the Shareholder’s Swift Shares just after the In Specie Distribution on a reasonable basis having regard to the market values of the Shareholder’s Shares in the Company and the Shareholder’s Swift Shares just after the In Specie Distribution.

In the above circumstances the Shareholder will be taken to have acquired the Shareholder’s Swift Shares when they acquired their corresponding Shares in the Company for the purpose of determining any entitlement to a discount on a capital gain arising on a future tax event relating to the Shareholder’s Swift Shares.

Further in the above circumstances the Shareholder will not be required to include any amount in the Shareholder’s assessable income as a dividend as a result of receiving Swift Shares.

Each Shareholder must consider their individual circumstances and independently obtain their own advice to determine whether they are able to choose to obtain a rollover under the demerger rules relating to their receipt of Swift Shares. The Company will not be applying for a class ruling from the Australian Taxation Office relating to the application or otherwise of the demerger rules in Division 125 of the 1997 Act , or Section 45B of the Income Tax Assessment Act 1936 (the 1936 Act ), to the In Specie Distribution.

2. No choice to apply rollover

If a Shareholder is not able, or is able and decides not to choose to obtain a rollover under the demerger rules then the receipt of Swift Shares will be a tax event for the Shareholder.

The In Specie Distribution will occur by the Company distributing Swift Shares in part from share capital. Accordingly taxation will arise under the capital gains tax rules, and also as an assessable dividend.

2.1 Capital gains tax

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The receipt of Swift Shares will be subject to the capital gains tax rules to the extent Swift Shares are distributed by the Company to a Shareholder from share capital.

To this extent the cost base of the Shareholder’s Shares in the Company will be reduced.

If this reduction exceeds the cost base of the Shareholder’s Shares in the Company then the Shareholder will derive a capital gain equal to the excess. The cost base of the Shareholder’s Shares in the Company will be reduced to nil in these circumstances.

A Shareholder may be entitled to treat any capital gain as a discount capital gain if the Shareholder acquired their Share in the Company upon which the In Specie Distribution is made at least 12 months before the In Specie Distribution occurs, and the Shareholder is otherwise eligible to make a discount capital gain.

2.2 Dividend

The receipt of Swift Shares will be assessable to a Shareholder as a dividend to the extent Swift Shares are distributed by the Company to a Shareholder other than from share capital.

The dividend will be unfranked.

Each Shareholder must consider their individual circumstances and independently obtain their own advice to determine whether the receipt of Swift Shares will be subject to the capital gains tax rules to the extent Swift Shares are distributed by the Company to a Shareholder from share capital. The Company will not be applying for a class ruling from the Australian Taxation Office relating to the application or otherwise of the capital streaming rules in Section 45B and Section 45BA of the 1936 Act to the In Specie Distribution.

3.11 Additional important information for Shareholders

(a) The record date will be 5.00pm WST on 4 June 2012 (Record Date
(b) The return shares will be that number of Swift Shares to be distributed on a pro-rata basis to all holders of ordinary shares in the capital of the Company on the Record Date (Return Shares) on the basis of their shareholding in the Company (rounded down to the nearest whole number, with surplus Swift Shares as a result from that rounding down being retained by the Company).
(c) The return of capital will be effected by a pro-rata distribution of the Return Shares in specie proportionately to all of the Company’s Shareholders:
(i) registered as such as at 5.00pm WST on the Record Date; or
(ii) entitled to be registered as a Shareholder in the Company by virtue of a transfer of Shares executed before 5.00pm WST on the Record Date and lodged with the Company at that time.

3.12 Lodgement with ASIC and ASX timetable

The Company has lodged with the ASIC a copy of this Notice and the Explanatory Statement in accordance with Section 256C(5) of the Corporations Act. The Company has also lodged a copy of the Prospectus which accompanies this Notice with ASIC at the same time the Notice was lodged with ASIC.

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The ASIC and its officers take no responsibility for the contents of this Notice or the merits of the transaction to which this Notice relates.

If Resolution 2 is passed the reduction of capital is required to take effect in accordance with the timetable set out in Appendix 7A of the ASX Listing Rules.

Please refer to page 9 at the front of this Notice of Meeting for the proposed indicative timetable for completion of the Proposal, which is subject to change by the Company and any requirements of the ASX Listing Rules and the Corporations Act.

3.13 Disclosure to ASX

The Company, as a company whose Shares are quoted on the stock market of ASX, is a disclosing entity and, as such, is subject to regular reporting and disclosure obligations. Copies of documents lodged in relation to the Company may be obtained for a fee from, or inspected at, an office of the ASIC.

3.14 Other material information

There is no information material to the making of a decision by a Shareholder in the Company whether or not to approve Resolution 2 (being information that is known to any of the Directors and which has not been previously disclosed to Shareholders in the Company) other than as disclosed in this Explanatory Statement and all relevant annexure, the accompanying Prospectus and information the Company has previously disclosed to Shareholders.

3.15 Other legal requirements

Under applicable ASIC guidelines, the in specie distribution of Swift Shares to Shareholders proposed in this Notice of Meeting constitutes an “offer” of securities under Australian law. Accordingly, the Company has prepared a prospectus which contains information in relation to Swift (Prospectus).

The Prospectus accompanies this Notice of Meeting and has been lodged with ASIC at the same time as this Notice of Meeting. The Company recommends that all Shareholders read the Prospectus carefully and in conjunction with this Notice of Meeting.

4. RESOLUTION 1 – DISPOSAL OF MAJOR ASSET (BUNGALIEN PHOSPHATE RIGHTS INTEREST)

4.1 General

As noted in Section 1.2 of this Explanatory Statement, the Company proposes to restructure its assets through the demerger of its Bungalien Phosphate Rights Interest to Swift Resources Limited. In consideration, Swift will issue to the Company 16,500,000 Swift Shares. Upon completion of the de-merger, the director’s of Swift intend to list Swift on the ASX.

A detailed description of the disposal of the Bungalien Phosphate Rights Interest is outlined in Section 1.2 above.

Resolution 1 is subject to and conditional upon successful completion of the Transaction Conditions. In the event that the Transaction Conditions are not satisfied, the demerger of the Bungalien Phosphate Rights Interest will not occur.

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4.2 Legal Requirements

ASX Listing Rule 11.4 provides that an entity must not dispose of a major asset if, at the time of the disposal, it is aware that the entity acquiring the asset intends to issue or offer securities with a view to that “spin-off” entity becoming listed on a recognised stock exchange. As previously announced to the ASX on 16 February 2012, it is intended that the Bungalien Phosphate Rights Interest will be spun-off into Bungalien.

ASX Listing rule 11.4.1(b) states that ASX Listing Rule 11.4 does not apply if holders of the ordinary securities in the ASX-listed entity disposing of its major asset through a spin-off and separate listing of the spin-off assets approve the disposal.

Accordingly, Resolution 1 seeks Shareholder for the disposal of the Bungalien Phosphate Rights Interest.

4.3 Directors’ recommendations

After considering all relevant factors, the Directors (other than Mr Peter Thompson and Mr Guan Huat Sunny Loh who, as directors of Swift, have an interest in the outcome of the Resolutions) recommend the Company’s Shareholders vote in favour of Resolution 1 for the following reasons:

(a) after a full and proper assessment of all available information they believe that the proposed transaction is in the best interests of the Company’s Shareholders; and
(b) in the opinion of the Directors (other than Mr Thompson and Mr Loh) , the benefits of the proposed transaction outweigh its disadvantages as referred to in Section 1.6 of the Explanatory Statement.

5. RESOLUTION 2 – EQUAL REDUCTION OF CAPITAL AND IN SPECIE DISTRIBUTION

5.1 General

As part of the Proposal outlined in Section 1.2 of this Explanatory Statement, the Company proposes to conduct a pro-rata in specie distribution of the Swift Shares to its Shareholders (In Specie Distribution).

It is intended that the Company will conduct a pro rata in specie distribution of the 16,500,000 Swift Shares to the Company’s Shareholders in proportion to their Shareholding in the Company held on the Record Date (rounded down to the nearest whole Swift Share, with surplus Swift Shares as a result from that rounding down being retained by the Company).

Further details of the In Specie Distribution are set out in Section 1.3 of the Explanatory Statement above.

5.2 Sections 256B and 256C of the Corporations Act

The proposed reduction of capital by way of an in specie distribution of the Swift Shares to Shareholders on a pro rata basis is an equal capital reduction as it applies in proportion to the number of Shares held by each Shareholder. Under Section 256C of the Corporations Act, this must be approved by an ordinary resolution passed at a general meeting of the Company.

Under Section 256B of the Corporations Act, the Company may only reduce its capital if it:

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(a) is fair and reasonable to Shareholders as a whole;
(b) does not materially prejudice the Company’s ability to pay its creditors; and
(c) is approved by Shareholders in accordance with Section 256C of the Corporations Act.

The Directors (other than Mr Thompson and Mr Loh) believe that the proposed equal capital reduction by way of an in specie distribution of the Swift Shares to Shareholders on a pro rata basis is:

(a) fair and reasonable to Shareholders as a whole, as the In Specie Distribution of Swift Shares will be undertaken on a pro rata basis and for the other reasons set out throughout this Explanatory Statement;
(b) does not prejudice the Company’s ability to pay its creditors; and
(c) will not result in the Company being insolvent at the time of the proposed capital reduction or becoming insolvent as a result of the proposed capital reduction.

Accordingly, Resolution 2 seeks Shareholder approval for the In Specie Distribution to Shareholders of approximately 16,500,000 Swift Shares held by the Company.

5.3 Directors’ recommendations

After considering all relevant factors, the Directors (other than Mr Thompson and Mr Loh who, as directors of Swift, have an interest in the outcome of the Resolutions) recommend the Company’s Shareholders vote in favour of Resolution 2 for the following reasons:

(a) after a full and proper assessment of all available information they believe that the proposed transaction is in the best interests of the Company’s Shareholders; and
(b) in the opinion of the Directors, the benefits of the proposed transaction outweigh its disadvantages as referred to in Section 1.6.

6. RESOLUTION 3 – PLACEMENT OF SHARES AND OPTIONS TO PROACTIVE INVESTORS PTY LTD

6.1 General

On 28 February 2012, the Company issued 700,000 Shares and 700,000 Options to Proactive Investors Pty Ltd (Proactive) in consideration for research services (Services) provided by Proactive (Placement).

Pursuant to an agreement executed by the Company and Proactive in November 2011 the Company agreed to pay Proactive $35,000 for the Services. Proactive elected to have the fee paid by way of Shares and Options, being the Shares and Options the subject of this Resolution.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and Options (Ratification).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month

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period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

6.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 700,000 Shares and 700,000 Options were allotted;
(b) the Shares were issued at a deemed issue price of $0.05 per Share;
(c) the Options were issued for nil consideration and were issued free attaching with the Shares on a 1:1 basis;
(d) the Shares and Options were issued in consideration for services provided by Proactive Investors Pty Ltd;
(e) the Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(f) the Options were issued on the terms and conditions set out in Schedule 3;
(g) the Shares and Options were issued to Proactive Investors Pty Ltd. Proactive Investors Pty Ltd is not a related party of the Company;
(h) no funds will be raised from the Placement as the Shares and Options are being issued in consideration for research services provided by Proactive Investors Pty Ltd.

7. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO ALVITO CAPITAL HOLDINGS INC.

7.1 General

The Company has issued 15,000,000 Options in consideration for corporate advisory services provided by Alvito Capital Holdings Inc. (Alvito). The Options were issued in the following instalments:

(a) 10,000,000 Options on 21 November 2011; and
(b) 5,000,000 Options on 28 February 2012.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options (Alvito Ratification).

A summary of ASX Listing Rule 7.1 is set out in Section 6.1 above.

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7.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Alvito Ratification:

(a) 15,000,000 Options were allotted;
(b) the Options were issued for nil cash consideration in satisfaction of corporate advisory services provided by Alvito Capital Holdings Inc.;
(c) the Options were issued on the terms and conditions set out in Schedule 4;
(d) the Options were allotted and issued to Alvito Capital Holdings Inc., who is not a related party of the Company; and
(e) no funds were raised from this issue as the Options were issued to Alvito Capital Holdings Inc. (and its nominees) pursuant to the terms of a 12 month consultancy agreement to manage an investor relations program in the Asia region.

8. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES

8.1 General

The Company is proposing to issue up to 16,734,025 Shares at an issue price of not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made. As at the date of this Notice, the Shares have not yet been issued. However, this Resolution has been prepared on the basis that as at the date of the Meeting, the Shares will have been issued.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Share Ratification).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in above.

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8.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) up to 16,734,025 Shares will be allotted and issued;
(b) the issue price was $0.08 per Share;
(c) the Shares issued will be all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares will be allotted and issued to a number of sophisticated, institutional or otherwise exempt investors pursuant to Section 708 of the Corporations Act. None of those subscribers will be related parties of the Company; and
(e) the funds raised from this issue were used for ongoing working capital requirements.

9. ENQUIRIES

Shareholders are requested to contact Mr Kevin Hart on (+ 61 8) 9316 9100 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

Alvito means Alvito Capital Holdings Inc..

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Bungalien means Bungalien Phosphate Pty Limited (ACN 154 596 906).

Bungalien Phosphate Rights Interest means the Company’s 30% interest in the Phosphate Rights.

Bungalien Project means 100% of the Phosphate Rights.

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 GBM Resources Limited (ACN 124 752 745).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Demerger means the demerger of the Bungalien Phosphate Rights Interest as contemplated by Resolution 1 and summarised in Section 1.2 of the Explanatory Statement.

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.

In Specie Distribution means the in specie distribution of Swift Shares to Shareholders as contemplated by Resolution 2.

Isa Tenements means Isa Tenements Pty Limited (ACN 131 350 760).

JORC means the Joint Ore Reserves Committee.

Listing Approval means conditional approval of the ASX to the admission of the Company to the official list of ASX.

Mineral Rights Deed means the agreement executed on 1 April 2012 by Bungalien, the Company, Swift Venture and Isa Tenements Pty Limited (ACN 131 350 760) (Isa Tenements) for Bungalien to acquire 100% of the rights to prospect for, explore for, and mine, Phosphate in the Tenements.

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

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Official List means the official list of the ASX.

Option means an Option to acquire a Share.

Phosphate means phosphorous contained in phosphate minerals.

Phosphate Rights means the rights to prospect for, explore for, and mine, Phosphate in the Tenements.

Proactive means Proactive Investors Australia Pty Ltd (ACN 132,787,654)

Proposal has the meaning given to it in Section 1.1 of the Explanatory Statement and refers to the Demerger and In Specie Distribution together.

Prospectus means the prospectus issued by the Company in relation to the Swift Shares proposed to be distributed in specie to the Shareholders dated the same date as, and accompanying this Notice of Meeting and Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Record Date means the record date in respect of the In Specie Distribution being 5.00pm (WST) on 4 June 2012.

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

Royalty Deed means the agreement executed by Swift and Bungalien as summarised in Section 2.15(d) of this Explanatory Statement.

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

Share Purchase Agreement or SPA means the agreement executed by the Company and Swift on 1 April 2012 pursuant to which Swift agreed to purchase the entire issued share capital of Bungalien.

Shareholder means a holder of a Share.

Subscription Agreement means the agreement executed by Swift and Swift Venture as summarised in Section 2.15(c) of the Explanatory Statement.

Swift means Swift Resources Limited (ACN 154 593 503).

Swift Board means the board of directors of Swift.

Swift Offer means the initial public offer of Swift Shares pursuant to a prospectus to be dated on or about the date of this Notice.

Swift Option means an option to acquire a Swift Share.

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

Swift Shareholder means a holder of a Swift Share.

Swift Venture means Swift Venture Holdings Corporation.

Tenements means a group of exploration permits for minerals (EPMs) and EPM applications (EPMAs) (consisting of EPMs 14120, 14355, 15150 and 17849 and EPMAs 18207 and 18208) in the Burke River Outlier of the Georgina Basin in northwest Queensland.

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Transaction Conditions means the Listing Approval, successful completion of the Swift Offer and satisfaction of the conditions contained in the Mineral Rights Deed, Share Purchase Agreement, Subscription Agreement and the Royalty Deed.

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

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SCHEDULE 1 – COMPANY STATEMENT OF FINANCIAL POSITION

Current Assets Cash and cash equivalents Trade and other receivables Total current assets Non-Current Assets Trade and other receivables Property, plant and equipment Investments Deferred exploration and evaluation costs Total non-current assets Total Assets Current Liabilities Trade and other payables Total current liabilities Total Liabilities Net Assets Equity Issued capital Option reserve Accumulated losses Share based payments reserve Total Equity	Reviewed 31 December 2011 Pro-forma 31 December 2011 $ $
	1,887,267 118,486 1,887,267 118,486
	2,005,753 2,005,753
	184,904 472,834 - 10,839,913 184,904 472,834 - 10,226,549
	11,497,651 10,884,287
	13,503,404 12,890,040 215,229 215,229
	215,229 215,229
	215,229 215,229
	13,288,175 12,674,811
	17,049,744 698,146 16,506,380 698,146 (5,243,286) (5,450,086) 783,571 920,371
	13,388,175 12,674,811

This statement should be read in conjunction with the accompanying notes

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1. Summary of Pro-Forma Adjustments

The pro-forma Statement of Financial Position has been derived from the historical financial information as at 31 December 2011 adjusted to give effect to the following actual or proposed significant events and transactions by GBM Resources Limited (Company) subsequent to 31 December 2011:

(i) the transfer by the Company pursuant to the Swift Resources Limited Prospectus of 16,500,000 ordinary shares in Swift to Shareholders of GBM Resources Limited by InSpecie distribution, by a reduction of issued capital to the extent of the disposal assets originally funded by issued capital;
(ii) the write off of $613,364 in capitalised exploration costs included in the Company’s Statement of Financial Position as at 31 December 2011 in respect of exploration costs incurred on the Bungalien Phosphate assets;
(iii) the issue of 700,000 ordinary fully paid shares and 5,700,000 listed options exercisable at 20 cents each on or before 30 June 2013 in respect of corporate and promotional services to the Company.

08-06/7477141 2. Investments Balance as at 31 December 2011 16,500,000 Shares received by the Company in respect of the Swift Resources Limited IPO Transfer of 16,500,000 Swift Resources Limited Shares by in-specie distribution to shareholders of the Company 3. Deferred exploration and evaluation costs Balance as at 31 December 2011 Write off of exploration costs previously capitalised in respect of the Bungalien Phosphate assets 4. Issued capital	Reviewed 31 December 2011 Pro-forma 31 December 2011 $ $
	- - - 3,300,000 - (3,300,000)
	- -
	Reviewed 31 December 2011 Pro-forma 31 December 2011 $ $
	10,839,913 10,839,913 - (613,364)
	10,839,913 10,226,549
	$ $
	68

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Balance as at 31 December 2011 Reduction in issued capital in respect of the in specie distribution of Swift Resources Limited Shares to GBM Resources shareholders Issue of 700,000 ordinary fully paid shares in lieu of payment for corporate advisory services 5. Share based payments reserve Balance as at 31 December 2011 Issue of 700,000 listed options in lieu of payment for corporate advisory services Issue of 5,000,000 listed options pursuant to the terms of a 12 month consultancy agreement to manage an investor relations program in the Asia region. 6. Accumulated losses Balance as at 31 December 2011 Issue of 700,000 ordinary fully paid shares in lieu of payment for corporate advisory services Issue of 700,000 listed options in lieu of payment for corporate advisory services Issue of 5,000,000 listed options pursuant to the terms of a 12 month consultancy agreement to manage an investor relations program in the Asia region.	17,049,744 17,049,744 - - (613,364) 70,000
	17,049,744 16,506,380
	$ $
	783,571 783,571 - - 16,800 120,000
	783,571 920,371
	$ $ (5,243,286) - - - (5,243,286) (70,000) (16,800) (120,000)
	(5,243,286) (5,450,086)

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SCHEDULE 2 – SWIFT STATEMENT OF FINANCIAL POSITION

Notes Current Assets Cash and cash equivalents [1] Total Current Assets Non-Current Assets Acquisition of mineral rights Plant and equipment Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Accrued expenses Total Current Liabilities Total Liabilities Net Assets Equity Issued capital [2] Issued expenses Reserves – Share option reserve [3] Accumulated losses Total Equity	Reviewed 31 Jan 2012 $’000 Reviewed Pro forma 31 Jan 2012 $3 million raising $’000 Reviewed Pro forma 31 Jan 2012 $5 million raising $’000
	378 2,924 4,814
	378 2,924 4,814
	- 9,429 9,429 2 2 2
	2 9,431 9,431
	380 12,355 14,245
	29 29 29 16 16 16
	45 45 45
	45 45 45
	335 12,310 14,200
	400 14,029 16,029 (54) (2,899) (3,009) - 1,249 1,249 (11) (69) (69)
	335 12,310 14,200

Pro-forma Adjustments

The Pro-forma Statement of Financial Position has been derived from the historical financial information as at 31 January 2012 adjusted to give effect to the following actual or proposed significant events and transactions by the Company subsequent to 31 January 2012:

(a) the issue by Swift under the Swift Offer of 25,000,000 ordinary shares at an issue price of 20 cents each, raising $5,000,000 (full subscription) or the issue by Swift under the Swift Offer of 15,000,000 ordinary shares at an issue price of 20 cents each, raising $3,000,000 (minimum subscription);
(b) the issue of 16,500,000 ordinary shares to the Company valued at $3,300,000. The shares issued to the Company are for consideration for the Company’s Phosphate Rights;
(c) Bungalien Phosphate Pty Ltd does not have any assets or liabilities other than the Phosphate Rights at the time of acquisition;
(d) the issue of 30,642,857 ordinary shares to Swift Venture Holding Corporation, a related party of Swift, valued at $6,129,000. The shares issued to Swift Venture Holding are for consideration for Swift Venture Holdings Phosphate Rights;

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(e) the issue of 6,000,000 Swift Shares to promoters as consideration for capital raising fees valued at $1,200,000;
(f) the issue of 10,000,000 options exercisable at 25 cents on or before 30 June 2015 to promoters valued at $1,249,000;
(g) expenses associated with the Swift Offer (including advisory, legal, accounting and administrative fees as well as printing, advertising and other expenses), estimated to be $453,637 (raising $3,000,000) or $563,637 (raising $5,000,000) exclusive of GST. An amount of $394,960 (raising $3,000,000) or $504,960 (raising $5,000,000) has been charged against issued capital and $58,677 against accumulated losses.

NOTE 1: CASH AND CASH EQUIVALENTS

NOTE 1: CASH AND CASH EQUIVALENTS
Cash at bank and on hand at 31 January 2012 Pro forma transactions: Proceeds from shares issued under the Swift Offer Payment of the Swift Offer costs	Pro forma 3 million $’000 Pro forma 5 million $’000
	378 378 3,000 5,000 (454) (564)
	2,924 4,814

Cash at bank earns interest at floating rates based on daily bank deposit rates.

NOTE 2: ISSUED CAPITAL

4,000,001 Swift Shares issued and fully paid Issue of shares under the Swift Offer Issue of 6,000,000 Swift Shares to promoters Consideration for Phosphate Rights as per Sale and Purchase Agreement Share issue cost Balance at the end of period

Pro forma	Pro forma
3 million	5 million
$’000	$’000
400	400
3,000	5,000
1,200	1,200
9,429	9,429
(2,899)	(3,009)
11,130	13,020

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the company does not have a limited amount of authorised capital.

Movements in number of fully paid ordinary shares since 31 January 2012

Movements in number of fully paid ordinary shares since 31 January 2012
Swift_Shares on issue net of share issue costs at 31 January 2012_	No. $,000
	4,000,001 346

Movement in ordinary shares on issue $3 million raising Pro-forma adjustments:

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Issue of 15,000,000 Swift Shares under the Swift Offer Issue of 6,000,000 Swift Shares to promoters Consideration for Mineral rights Share issue costs Balance at end of financial year $5 million raising Pro-forma adjustments: Issue of 25,000,000 Swift Shares under the Swift Offer Issue of 6,000,000 Swift Shares to promoters Consideration for Mineral rights as per Sale and Purchase Agreement Share issue costs Balance at end of financial year OTE 3: SHARE OPTION RESERVES Movements in number of options since 31 January 2012 Options on issue at 31 January 2012_1 _Movement in options on issue $3 million raising Pro-forma adjustments: Issue to promoters1 Balance at the end of period $5 million raising Pro-forma adjustments: Issue to promoters1 Balance at the end of period	Issue of 15,000,000 Swift Shares under the Swift Offer Issue of 6,000,000 Swift Shares to promoters Consideration for Mineral rights Share issue costs Balance at end of financial year $5 million raising Pro-forma adjustments: Issue of 25,000,000 Swift Shares under the Swift Offer Issue of 6,000,000 Swift Shares to promoters Consideration for Mineral rights as per Sale and Purchase Agreement Share issue costs Balance at end of financial year OTE 3: SHARE OPTION RESERVES Movements in number of options since 31 January 2012 Options on issue at 31 January 2012_1 _Movement in options on issue $3 million raising Pro-forma adjustments: Issue to promoters1 Balance at the end of period $5 million raising Pro-forma adjustments: Issue to promoters1 Balance at the end of period	15,000,000 3,000 6,000,000 1,200 47,142,856 9,429 - (2,845)
		72,142,857 11,130
		No. $,000
		25,000,000 5,000 6,000,000 1,200 47,142,856 9,429 - (2,955)
		82,142,857 13,020
		No. $’000
		2,000,000 -
		10,000,000 1,249
		12,000,000 1,249
		10,000,000 1,249
		12,000,000 1,249

NOTE 3: SHARE OPTION RESERVES

The fair value of the equity-settled share options granted under the option is estimated as at the date of grant using the Black and Scholes model taking into account the terms and conditions upon which the options were granted. The following inputs were used in the calculation:

Dividend yield (%)

1 Exercisable at 25 cents on or before 30 June 2015 2408-06/747714_1

Expected volatility (%)	100
Risk-free interest rate (%)	4.25
Expected life of option (years)	3.4
Exercise price (cents)	25
Grant date share price (cents)	20

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SCHEDULE 3 – TERMS AND CONDITIONS OF OPTIONS ISSUED TO PROACTIVE INVESTORS PTY LTD

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(i) Each Option gives the Optionholder the right to subscribe for one Share.
(ii) Each Option will expire at 5.00pm (WST) on 30 June 2013 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(iii) Subject to paragraph (xi), the amount payable upon exercise of each Option will be $0.20 (Exercise Price).
(iv) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(v) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(A) a written notice of exercise of Options specifying the number of Options being exercised; and
(B) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

(Exercise Notice).

(vi) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(vii) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(viii) Subject to the expiry of any applicable escrow period the Options shall be freely transferable.
(ix) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
(x) The Company will apply for quotation of the Options on ASX. The Company will also apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(xi) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(xii) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(xiii) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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SCHEDULE 4 –TERMS AND CONDITIONS OF OPTIONS ISSUED TO ALVITO CAPITAL HOLDINGS INC.

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(i) Each Option gives the Optionholder the right to subscribe for one Share.
(ii) Each Option will expire at 5.00pm (WST) on 30 June 2013 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(iii) Subject to paragraph (xi), the amount payable upon exercise of each Option will be $0.20(Exercise Price).
(iv) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(v) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(A) a written notice of exercise of Options specifying the number of Options being exercised; and
(B) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

(Exercise Notice).

(vi) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(vii) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(viii) Subject to the expiry of any applicable escrow period the Options shall be freely transferable.
(ix) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
(x) The Company will apply for quotation of the Options on ASX. The Company will also apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(xi) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(xii) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(xiii) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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GBM RESOURCES LIMITED ACN 124 752 745

SHORT FORM PROSPECTUS

For a proposal to distribute and transfer Swift Shares to Shareholders pursuant to a Capital Reduction being the subject of the Capital Reduction Resolution in the Notice of Meeting.

IMPORTANT NOTICE

This Prospectus is important and requires your immediate attention. You should read this Prospectus in its entirety and consult your professional adviser in respect of the contents of this Prospectus.

This Prospectus is a short form prospectus prepared in accordance with Section 712 of the Corporations Act. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, but refers to parts of other documents lodged with ASIC, the contents of which are therefore taken to be included in this Prospectus.

The Directors consider an investment in the Swift Shares that will be distributed and transferred under this Prospectus and the Capital Reduction Resolution, to be speculative.

1.	CORPORATE DIRECTORY .............................................................................................. 2
2.	IMPORTANT NOTES ....................................................................................................... 3
3.	THE OFFER ..................................................................................................................... 5
4.	NOTICE OF MEETING INFORMATION TO BE INCORPORATED IN PROSPECTUS ........... 7
5.	ADDITIONAL INFORMATION ...................................................................................... 12
6.	AUTHORITY OF DIRECTORS ......................................................................................... 15
7.	DEFINITIONS ............................................................................................................... 16

1. CORPORATE DIRECTORY

Directors

Share Registry*

Mr Peter Thompson Executive Chairman

Mr Neil David Norris Executive Director (Exploration)

Mr Cameron Kent Switzer Non-Executive Director

Mr Guan Huat Sunny Loh Non-Executive Director

Company Secretary

Mr Kevin Hart Company Secretary

Registered Office

Suite 8 7 The Esplanade Mount Pleasant Western Australia 6153

Telephone: +61 (8) 9316 9100

General Enquiries and Contact Details

Telephone: +61 (8) 9316 9100 Facsimile: +61 (8) 9315 5475

Advanced Share Registry Services 150 Stirling Hwy Nedlands Western Australia 6009

PO Box 1156 Nedlands WA 6909

Telephone: + 61(8) 9315 2333 Facsimile: + 61(8) 9315 2233

Australian Solicitors

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Telephone: +61 (8) 9321 4000 Facsimile: +61 (8) 9321 4333

Auditor*

HLB Mann Judd Level 4, 130 Stirling Street Perth WA 6000

Telephone: +61 (8) 9227 47500 Facsimile: +61 (8) 9227 7533

Website: www.gbmr.com.au Email: [email protected]

Independent Geologist

Vidoro Pty Limited 56 Fallon Drive Dural NSW 2158

*These parties have been included for information purposes only. They have not been involved in the preparation of this Prospectus.

2. IMPORTANT NOTES

2.1 General

This Prospectus is dated 17 April 2012 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus, or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company in connection with this Prospectus.

This Prospectus, including the Notice of Meeting and Experts’ Reports, is important and should be read in its entirety. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser immediately.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

2.2 Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means this Prospectus alone does not contain all the information that is generally required to satisfy the disclosure requirements of the Corporations Act. Rather, it incorporates all other necessary information by reference to information contained in the Notice of Meeting and Experts’ Reports lodged with ASIC on 17 April 2012.

In referring to the Notice of Meeting and the Experts’ Reports, the Company:

(a) identifies the Notice of Meeting and Experts’ Reports as being relevant to the offer of Swift Shares under this Prospectus and contains information that will provide investors and their professional advisers to assist them in making an informed assessment of:
(i) the rights and liabilities attaching to the Swift Shares; and
(ii) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company;
(b) refers investors and their professional advisers to Section 4 of this Prospectus which summarises the information in the Notice of Meeting and the Experts’ Reports deemed to be incorporated in this Prospectus;
(c) informs investors and their professional advisers that they are able to obtain, free of charge, a copy of the Notice of Meeting and Experts’

Reports by contacting the Company at its registered office during normal business hours during the Offer Period; and

(d) advises that the information in the Notice of Meeting and Experts’ Reports will be primarily of interest to investors and their professional advisers or analysts.

Details of the documents incorporated by reference are set out in Sections 4.3 and 4.4 of this Prospectus.

2.3 Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.gbmr.com.au . If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

3. THE OFFER

3.1 Terms and Conditions of the Offer

The terms and conditions of the Offer are set out in the Notice of Meeting accompanying this Prospectus.

In broad terms, the Notice of Meeting includes the Capital Reduction Resolution under which the Company proposes an equal reduction of capital of an amount assessed by the Directors satisfied by the distribution and transfer of approximately 16,500,000 Swift Shares to be held by the Company (being the total number of Swift Shares to be held by the Company) to Shareholders registered as such on the Record Date in proportion to their respective holdings of Shares as at that date. Fractional entitlements will be rounded down. Any Swift Shares remaining as a result of the rounding down will be retained by the Company. These Swift Shares proposed to be distributed and transferred by the Company to Eligible Shareholders will be issued by Swift to the Company.

The issue of the Notice of Meeting with the Capital Reduction Resolution constitutes an offer by the Company of the Swift Shares to be distributed and transferred to Eligible Shareholders and, accordingly, the Company has prepared this Prospectus to accompany the Notice of Meeting, the Experts’ Reports and Explanatory Statement.

3.2 No Quotation of Swift Shares

As set out in the Notice of Meeting, the Company intends to demerge the Bungalien Phosphate Rights Interest into a separate entity being Swift. Swift is an Australian public company, which proposes to list on the ASX.

Swift is not currently listed on any financial market (whether in Australia or elsewhere). The Swift Shares are not quoted on any financial market nor are they able to be traded on any financial market. However, on 16 April 2012, Swift lodged the Swift Prospectus with ASX and made an application to the ASX to list Swift on ASX.

No assurance, promise or commitment is given (or implied) in this Prospectus or the Notice of Meeting that Swift Shares will be able to be traded on a financial market in Australia or elsewhere.

3.3 Exposure Period

This Prospectus (including the Notice of Meeting and the Experts’ Reports) will be made generally available during the Exposure Period by being posted on the Company’s website (http://www.gbmr.com.au). A paper copy will be made available to Australian and New Zealand residents on request to the Company’s Share Registry or the Company during the Exposure Period.

3.4 Action Required by Shareholders

Should Shareholder approval be obtained for the Capital Reduction Resolution, the Transaction Conditions are satisfied and the Capital Reduction proceeds to be implemented, then the Swift Shares will be distributed and transferred to Eligible Shareholders in accordance with the terms of the Capital Reduction Resolution and the Company’s Constitution, whether you voted for or against the Capital Reduction Resolution or did not vote at all (or did not attend the Meeting). Swift, the Company and the various parties to the Mineral Rights

Deed, the Share Purchase Agreement, the Subscription Agreement and the Royalty Deed may elect to waive the Transaction Conditions.

In accordance with ASIC Class Order 07/10, no application form is required to be completed or returned to participate in the proposed distribution and transfer of Swift Shares under the Capital Reduction and no application form is included in or accompanies this Prospectus.

4. NOTICE OF MEETING AND EXPERTS’ REPORTS INFORMATION TO BE INCORPORATED IN PROSPECTUS

4.1 Short Form Prospectus

This Prospectus is a short form prospectus prepared in accordance with section 712 of the Corporations Act. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type. However, it incorporates by reference information contained in the Notice of Meeting and Experts’ Reports that have been lodged with the ASIC.

4.2 Included Documents

The information to be incorporated by reference into this Prospectus is summarised below in Sections 4.3 and 4.4 and will primarily be of interest to investors and their professional advisers or analysts.

The Notice of Meeting and Experts’ Reports will be dispatched to all Shareholders. In addition, the Notice of Meeting and Experts’ Reports will be made generally available during the Application Period by being posted on the Company’s website (http://www.gbmr.com.au/).

4.3 Notice of Meeting - Summary of Information Deemed to be Incorporated

In accordance with Section 712 of the Corporations Act set out below is a summary of the information contained in the Notice of Meeting that is deemed to be incorporated in this Prospectus to assist investors and their professional advisers for the purposes of making an informed investment decision in relation to the Swift Shares.

The sections referred to in this section 4.3 are references to sections in the Notice of Meeting.

(a) Section 1 – Overview of Disposal of the Bungalien Project and In Specie Distribution

Section 1 of the Notice of Meeting contains the following information:

(i) an overview of the Proposal and the In Specie Distribution;
(ii) the effect, rationale for and realisation of the Proposal;
(iii) principal advantages and disadvantages of the Proposal to Shareholders; and
(iv) a summary of the Company’s intentions in the event that the Company fails to achieve the Proposal.

(b) Section 2 – Overview of Swift and Swift Offer

Section 2 of the Notice of Meeting contains the following information:

(i) a brief background on Swift, including a summary of the existing relationship with Swift and the various agreements affecting or connected to the Proposal;
(ii) Swift’s proposed business model;

(iii) Swifts objectives upon completion of the Proposal and admission to the Official List;
(iv) the capital structure of Swift following completion of the Proposal and listing on the ASX;
(v) details of the shareholding in Swift following completion of the Proposal and listing on the ASX;
(vi) details of the use of funds raised pursuant to the listing of Swift on the ASX;
(vii) a pro-forma statement of financial position of Swift following completion of the Proposal;
(viii) details of Swift’s Directors and Key Management Personnel; (ix) details of the remuneration and relevant interest of each Swift Director;
(x) a statement in relation to Swift’s adoption of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (2[nd] Edition);
(xi) an overview of Swift’s projects;
(xii) details of Swift’s exploration strategy and budget;
(xiii) a summary of the risks to which Swift will be exposed as a participant in the phosphate industry, together with the further risks to which Swift will be exposed on completion of the Proposal. The factors relate to investment risks including:
(A) counter party risk;
(B) contractual risk;
(C) expenditure commitments risk;
(D) application risks;
(E) co-existence risk;
(F) liquidity risk;
(G) overlapping tenements risk;
(H) restricted land area risk;
(I) Wild Rivers Area risk;
(J) Newcrest Mortgage risk;
(K) limited history;
(L) exploration and development success; (M) potential acquisitions;

(N) operating risks;
(O) title risk;
(P) changes in government policy;
(Q) resource estimates;
(R) commodity prices and exchange rates;
(S) environmental risks;
(T) Native Title and Aboriginal heritage;
(U) tenure and access
(V) economic risks;
(W) market conditions;
(X) funding and additional requirements for capital;
(Y) reliance on key personnel; and
(Z) speculative investment risk;
(xiv) a summary of the material contracts affecting the Proposal being the Mineral Rights Deed, Share Purchase Agreement, Subscription Agreement and Deed of Covenant to Royalty Deed;
(xv) a statement of financial position of Swift as at 31 December 2011, together with the pro-forma statement of financial position following completion of the Proposal; and
(xvi) rights attaching to Swift Shares.

(c) Section 3 – Overview of Information on the Company following completion of the Proposal

Section 3 of the Notice of Meeting contains the following information:

(i) interests of the Company’s Directors;
(ii) details of the effects of the proposed equal capital reduction on Shareholders of the Company, including:
(A) what Shareholders will receive;
(B) what impact is on Shareholder’s shareholding in the Company;
(C) automatic receipt of Swift Shares by the Company’s Shareholders;
(D) trading of Swift Shares; and
(E) taxation implications of the Proposal;

(iii) a general update on the Company’s activities;
(iv) the Company’s highlights and achievements;
(v) competent person’s statement;
(vi) other legal requirements, including offers to issue or sell securities that require disclosure under a prospectus and secondary trading; and
(vii) taxation implications of the Proposal.

(d) Section 4 – Disposal of Major Asset (Bungalien Project)

Section 4 of the Notice of Meeting and contains the following information:

(i) a brief overview of the Proposal;
(ii) a brief summary of the legal requirements pursuant to ASX Listing Rule 11.4; and
(iii) the Directors’ recommendation.

(e) Section 5 – Equal Reduction of Capital and In Specie Distribution

Section 5 of the Notice of Meeting and contains the following information:

(i) a brief overview of the proposed In Specie Distribution;
(ii) a brief summary of Sections 246B and 246C of the Corporations Act; and
(iii) the Directors’ recommendation.

4.4 Experts’ Reports

In accordance with Section 712 of the Corporations Act, set out below is a summary of the information contained in the Experts’ Reports that is deemed to be incorporated in this Prospectus to assist investors and their professional advisers for the purposes of making an informed investment decision in relation to the Swift Shares.

(a) Independent Geologist’s Report

The Independent Geologist’s Report was prepared by Vidoro Pty Ltd and dated 12 April 2012. The Independent Geologist’s Report was also included in the Swift Prospectus to assist investors and their advisers in making an assessment of the Tenements.

The Independent Geologist Report details the following:

(i) regional geology and phosphate mineralisation; and
(ii) specific details in relation to the Tenements including:
(A) geology and mineralisation;

(B) historical exploration;
(C) preliminary geological reconnaissance;
(D) exploration potential; and
(E) exploration strategy and budget.

(b) Investigating Accountant’s Report

The Investigating Accountant’s Report was prepared by Grant Thornton Corporate Finance Pty Limited and dated 13 April 2012. The Investigating Accountant’s Report was included in the Swift Prospectus to assist investors and their financial advisers in making an assessment of the financial position of the Company.

The Investigating Accountant’s Report reviews the:

(i) historical financial information of Swift;
(ii) unaudited statement of financial position (as at 31 January 2012);
(iii) statement of cash flows (as at 31 January 2012); and
(iv) pro-forma statement of financial position (as at 31 January 2012) on the basis that various transactions, including the issue of all the Swift Shares offered under the Swift Prospectus have been completed.

(c) Solicitor’s Report on Tenements

The Solicitor’s Report on Tenements was prepared by HopgoodGanim Lawyers and dated 13 April 2012. The Solicitor’s Report on Tenements was included in the Swift Prospectus to confirm the good standing of the Tenements.

The Solicitor’s Report on Tenements includes the following information:

(i) the grant of the Tenements;
(ii) details of the contractual phosphate rights;
(iii) general information concerning mining permits in Queensland; and
(iv) details of the title of the Tenements.

5. ADDITIONAL INFORMATION

5.1 Interests of Swift Directors

Other than as set out below or elsewhere in this Prospectus, the Experts’ Reports or the Notice of Meeting:

(a) no Swift Director, proposed Swift Director or any related entity of a Swift Director or proposed Director holds, or during the last two years before lodgement of this Prospectus with the ASIC, held, an interest in:
(i) the formation or promotion of Swift;
(ii) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(iii) the Offer; and
(b) except as set out in Section 5.2, no amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid to any Swift Director, proposed Director or any related entity of a Swift Director or proposed Swift Director, either to induce him to become, or to qualify, as a Swift Director or otherwise for services rendered in connection with the formation or promotion of Swift or the Offer.

5.2 Remuneration of Swift Directors

In the two years preceding lodgement of this Prospectus, the following amounts (exclusive of GST) have been paid or agreed to be paid by Swift by way of annual remuneration for services provided by the Directors, proposed Swift Directors, companies associated with the Swift Directors or proposed Swift Directors or their respective associates in their capacity as Directors, proposed Swift Directors, employees, consultants or advisers:

(a) Mr Peter Thompson (Swift Director) - $36,000;
(b) Mr Guan Huat Sunny Loh (Swift Director) - $250,000; and
(c) Mr Ivan Wu (Swift Director) - $200,000.

5.3 Interests of Experts and Others

Other than as set out below or elsewhere in the Prospectus, the Experts’ Reports or the Notice of Meeting:

(a) No person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds, or during the last two years before lodgement of this Prospectus with the ASIC, held, an interest in:
(i) the formation or promotion of Swift;
(ii) property acquired or proposed to be acquired by Swift in connection with its formation or promotion or the Offer; or
(iii) the Offer.

(b) No amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid to any such person for services rendered in connection with the formation or promotion of Swift or the Offer.
(c) Steinepreis Paganin has acted as Australian lawyers to the Company in relation to the Offer and is entitled to be paid approximately $50,000 (exclusive of GST) in respect of these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received fees from the Company for legal services of $56,228.

5.4 Consents of Experts and Others

(a) Other than as set out below, each of the parties referred to in this section:
(i) does not make, or purport to make, any statement in this Prospectus, nor is any statement in this Prospectus based on any statement by any of those parties;
(ii) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of the party; and
(iii) did not authorise or cause the issue of all or any part of this Prospectus.
(b) Steinepreis Paganin has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to be named in this Prospectus as Australian lawyers to the Company in relation to the Offer in the form and context in which it is named and to the incorporation by reference into this Prospectus of the Notice of Meeting in the form and context in which it is incorporated, and to all references to that Notice of Meeting in this Prospectus in the form and context in which they appear.
(c) Vidoro Pty Limited has given its written consent to the inclusion by reference in this Prospectus of its Independent Geologist’s Report, and being named as Independent Geologist in the form and context in which the report is included.
(d) Neil Norris has given his written consent to being named as a JORC Competent Person in this Prospectus and the references contained in sections 4 and 5.5 of this Prospectus in the form and context in which those statements are included. Neil Norris has not withdrawn his consent prior to lodgement of this Prospectus with the ASIC.
(e) Grant Thornton Corporate Finance Pty Limited has given its written consent to the inclusion by reference in this Prospectus of its Investigating Accountant’s Report in the form and context in which the Investigating Accountant’s Report is included, and Grant Thornton Corporate Finance Pty Limited has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.
(f) HopgoodGanim Lawyers has given its written consent to the inclusion by reference in this Prospectus of its Solicitor’s Report on Tenements in the form and context in which the Solicitor’s Report on Tenements is

referenced. HopgoodGanim Lawyers has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

5.5 Competent Person’s Statement

The information that is contained in the Notice of Meeting and the Independent Geologist’s Report, and referenced in this Prospectus, as it relates to Exploration Results is based on information compiled by Mr Neil Norris, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Neil Norris is employed by the Company. Mr Neil Norris has sufficient experience which is relevant to the style of mineralisation and type or deposit under consideration and to the activity which he is undertaking to quality as a competent person as defined in the JORC Code. Mr Neil Norris consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

5.6 Privacy

The Company collects personal information about its Shareholders' holdings of Shares in accordance with the Corporations Act. The Company will share that personal information with its advisers and service providers and with Swift and its advisers and service providers in connection with the Capital Reduction.

Shareholders can contact the Company’s Share Registry, Security Transfer Registrars Pty Ltd on + 61(8) 9315 2333 if they have any questions about their personal information.

6. AUTHORITY OF DIRECTORS

6.1 Directors’ Consent

Each of the Directors of GBM Resources Limited has consented to the lodgement of this Prospectus with the ASIC in accordance with Section 720 of the Corporations Act.

Dated: 17 April 2012.

Signed for and on behalf of GBM Resources Limited Peter Thompson Executive Chairman

7. DEFINITIONS

Application Period means the period commencing at the end of the Exposure Period and ending on the date that the Meeting is held.

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited (ACN 008 624 691).

Board means the board of Directors unless the context indicates otherwise.

Bungalien means Bungalien Phosphate Pty Limited (ACN 154 596 906).

Bungalien Phosphate Rights Interest means the Company’s 30% interest in the Phosphate Rights.

Bungalien Project means 100% of the Phosphate Rights.

Business Day means a day on which trading takes place on the stock market of ASX.

Capital Reduction means the equal reduction of capital of the Company proposed to be satisfied by the distribution and transfer to Eligible Shareholders (in proportion to their holdings of Shares) of Swift Shares held by the Company.

Capital Reduction Resolution means Resolution 2 of the Notice of Meeting to be put to Shareholders at the General Meeting to approve the Capital Reduction.

Company means GBM Resources Limited (ABN 22 148 878 782).

Constitution means the Company’s Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Demerger Proposal means the demerger of Bungalien from the Company to be given effect by the passing of Resolution 1 of the Notice of Meeting.

Directors means the directors of the Company at the date of this Prospectus.

Dollar or “ $ ” means Australian dollars.

Eligible Shareholder means a holder of Shares in the Company as at the Record Date.

Experts’ Reports means the Investigating Accountant’s Report, Investigating Geologist’s Report and the Solicitor’s Report on Tenements collectively.

Explanatory Statement means the explanatory statement accompanying and forming part of the Notice of Meeting.

Exposure Period means the period specified in section 727(3) of the Corporations Act being a minimum period of 7 days after the lodgement of this Prospectus with ASIC during which an application for Swift Shares may not be accepted. ASIC may extend this period to no more than 14 days after the date of lodgement.

GST has the meaning given to it in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any regulations thereto or such other act or regulations of equivalent effect.

Investigating Accountant’s Report means the investigating account’s report prepared by Grant Thornton Corporate Finance Pty Limited and lodged with the ASIC on 17 April 2012.

Investigating Geologist’s Report means the investigating geologist’s report prepared by Vidoro Pty Ltd in respect of the Tenements and lodged with the ASIC on 17 April 2012.

In Specie Distribution means the distribution and transfer to Eligible Shareholders (in proportion to their holdings of Shares) of Swift Shares held by the Company.

Listing Approval means conditional approval of the ASX to the admission of the Company to the official list of ASX.

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

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

Mineral Rights Deed means the agreement executed on 1 April 2012 by the Company Swift Venture Holdings Corporation, Bungalien and Isa Tenements Pty Limited (ACN 131 350 760) for Bungalien to acquire 100% of the rights to prospect for, explore for, and mine, Phosphate in the Tenements as summarised in section 2.15(a) of the Notice of Meeting.

Notice of Meeting means the Notice of General Meeting and Explanatory Statement of the Company dated 17 April 2012.

Offer means the offer of Swift Shares to Shareholders constituted by the issue of the Notice of Meeting and Explanatory Statement including the Capital Reduction Resolution.

Phosphate means phosphorous contained in phosphate minerals.

Phosphate Rights means the rights to prospect for, explore for, and mine, Phosphate in the Tenements.

Proposal means the Demerger Proposal and the Capital Reduction.

Prospectus means this prospectus dated 17 April 2012. A reference to this Prospectus includes a reference to the Notice of Meeting unless the context otherwise requires.

Record Date means 5.00pm (WST) on the record date for determining entitlements to the distribution and transfer of Swift Shares under the Capital Reduction to be determined by the Directors as set out in the Capital Reduction Resolution.

Royalty Deed means the agreement executed by Swift, Newcrest Operations Limited, Isa Tenements Pty Ltd and Bungalien as summarised in Section 2.15(d) of the Notice of Meeting.

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

Share Purchase Agreement means the agreement executed by the Company and Swift on 1 April 2012 pursuant to which Swift agreed to purchase the entire issued share capital of Bungalien from the Company as summarised in section 2.15(b) of the Notice of Meeting.

Shareholder means a shareholder of the Company.

Solicitor’s Report on Tenements means the Solicitor’s Report on Tenements prepared by HopgoodGanim Lawyers in respect of the Tenements and lodged with ASIC on 17 April 2012.

Subscription Agreement means the agreement executed by Swift and Swift Venture as summarised in Section 2.15(c) of the Notice of Meeting.

Swift means Swift Resources Limited (ACN 154 593 503).

Swift Director means a current director of Swift.

Swift IPO means the initial public offering of Swift Shares in Australia pursuant to a prospectus to be filed with the ASX and ASIC.

Swift Offer means the initial public offer of Swift Shares pursuant to a prospectus dated on or about the date of the Notice of Meeting.

Swift Prospectus means the prospectus prepared by Swift in relation to the Swift Offer.

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

Transaction Conditions means the Listing Approval, successful completion of the Swift Offer and satisfaction of the conditions contained in the Mineral Rights Deed, Share Purchase Agreement, Subscription Agreement and the Royalty Deed.

Tenements means a group of exploration permits for minerals ( EPMs ) and EPM applications ( EPMAs ) (consisting of EPMs 14120, 14355, 15150 and 17849 and EPMAs 18207 and 18208) in the Burke River Outlier of the Georgina Basin in northwest Queensland.

WST means Western Standard Time.

AI assistant

GBM RESOURCES LIMITED. — Proxy Solicitation & Information Statement 2012

64966_rns_2012-04-17_201b7f3a-99f9-4e8b-bed4-b82b67156e03.pdf

Notice of General Meeting and Short-form Prospectus

GBM Resources Limited

GBM RESOURCES LIMITED

ACN 124 752 745

NOTICE OF GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

DEFINED TERMS

RESPONSIBILITY

PROSPECTUS

PURPOSE OF THIS DOCUMENT

ASIC AND ASX

FORWARD LOOKING STATEMENTS

NO FINANCIAL PRODUCT ADVICE

NO INTERNET SITE IS PART OF THIS DOCUMENT

RECOMMENDATIONS

CHAIRMAN’S LETTER

Dear Shareholder

General Meeting to approve the Proposal

Peter Thompson Executive Chairman GBM RESOURCES LIMITED

KEY DATES AND INDICATIVE TIMETABLE

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – DISPOSAL OF MAJOR ASSET - BUNGALIEN PHOSPHATE RIGHTS INTEREST

2. RESOLUTION 2 – EQUAL REDUCTION OF CAPITAL AND IN SPECIE DISTRIBUTION

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS TO PROACTIVE INVESTORS PTY LTD

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO ALVITO CAPITAL HOLDINGS INC.

5. RESOLUTION 5 – RATIFICATION OF ISSUE OF SHARES

DATED: 17 APRIL 2012

BY ORDER OF THE BOARD

MR KEVIN HART COMPANY SECRETARY

EXPLANATORY STATEMENT

1. OVERVEW OF DISPOSAL OF THE BUNGALIEN PHOSPHATE RIGHTS INTEREST AND IN SPECIE DISTRIBUTION

1.1 Background

1.2

The Proposal

1.3

Overview of In Specie Distribution

1.4 Effect of Transaction

1.5 Rationale for and realisation of the Proposal

1.6 Advantages and Disadvantages of the Proposal

(a) Advantages

1.7 Failure to achieve the Proposal

2. OVERVIEW OF SWIFT AND THE SWIFT OFFER

2.1 General

2.2

Business model – exploration company

2.3

The objectives

2.4

The Swift Shares

2.5

Capital Structure

Swift Shares

Swift Options

2.6 Swift Shareholdings

Notes:

2.7 Use of funds raised under listing of Swift on ASX

2.8 Swift’s pro forma financial position upon completion of the Proposal

2.9 Swift Directors and key personnel

(a) Guan Huat Sunny Loh – Managing Director and Chairman

(b) Peter Wayne Thompson – Non-Executive Director

(c) Ivan Perry Wu – Executive Director

(d) Sam Lancuba – Senior Technical Adviser

2.10 Disclosure of Director interests

Notes:

2.11 Corporate Governance

2.12 Project Overview

(a) General

(b) Phosphate Rock Summary

GBM RESOURCES LIMITED. Proxy Solicitation & Information Statement 2012

**Isa Tenements Tenement Summary[*]**