GCM CORPORATION LIMITED — Proxy Solicitation & Information Statement 2009

Nov 17, 2009

KRUCIBLE METALS LIMITED

ABN 12 118 788 846

Notice of General Meeting and Explanatory Statement

General Meeting to be held at Level 8/307 Queen Street, Brisbane, Queensland on Monday, 14 December 2009 commencing at 11.00am

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

KRUCIBLE METALS LIMITED

Notice of General Meeting

Notice is given that a General Meeting of Krucible Metals Limited (ABN 12 118 788 846) ( Company ) will be held at Level 8/307 Queen Street, Brisbane, Queensland on Monday. 14 December 2009, commencing at 11.00 a.m.

BUSINESS

Resolution 1– Ratification of Issue of Shares

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes shareholders ratify the issue of 8,000,000 fully paid ordinary shares ( Placement Shares ) via a placement to institutional investors (being investors who fell within one or more of the classes of exemptions specified in Section 708 of the Corporations Act 2001) ( Investors ).”

Voting Exclusion

The Company will disregard any votes cast on this resolution by the Investors, who were issued with Placement Shares (see the Explanatory Statement for further details of the Investors) and any associate of the Investors who was issued with Placement Shares.

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.

Resolution 2 – Issue of Shares to a related party

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

“That for the purposes of Listing Rules 7.1 and 10.11 of the ASX Listing Rules and for all other purposes the Company be authorised to issue a total of 500,000 fully paid ordinary shares ( Shares ) via a placement to the Directors of the Company, being Marcus Harris, Ray Koenig, Dennis Lovell and Tony Alston, (the Directors ) each of whom are a related party of the Company upon the terms and conditions described in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by Marcus Harris, Ray Koenig, Dennis Lovell and Tony Alston and any associate of either Marcus Harris, Ray Koenig, Dennis Lovell and Tony Alston.

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.

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KRUCIBLE METALS LIMITED

Point at Which Voting Rights are Determined

The regulations of the Corporations Act permit the Company to specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.

The Company’s Directors have passed a resolution to the effect that all shares of the Company that are quoted on the ASX on 12 December 2009 at 11.00 a.m. shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy is entitled to cast half of the number of votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Corporate Representative

In order to vote on behalf of a company that is a shareholder in the Company, a valid Appointment of Corporate Representative form must be either lodged with the Company prior to the General Meeting or be presented at the meeting before registering on the Attendee Register for the General Meeting. An Appointment of Corporate Representative form is enclosed if required.

Dennis Lovell Company Secretary Krucible Metals Limited

Dated 13 November 2009

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KRUCIBLE METALS LIMITED

Explanatory Statement

Purpose of this Explanatory Statement

This Explanatory Statement has been prepared for the information of shareholders in relation to the business to be conducted at the Company’s General Meeting to be held at Level 8/307 Queen Street, Brisbane, Queensland on Monday, 14 December 2009 commencing at 11.00 a.m.

The purpose of this Explanatory Statement is to provide shareholders with information that is reasonably required by shareholders to decide how to vote upon the resolutions to be considered by the meeting.

The Directors recommend that shareholders read this Explanatory Statement before determining whether to support the resolutions or otherwise.

Other than as contained in the Notice of General Meeting and Explanatory Statement, the Directors believe that there is no other information known to the Company or the Directors that is reasonably required by shareholders to decide whether or not it is in the Company’s best interests to pass any of the resolutions.

Resolution 1: Ratification of issue of Shares

This resolution seeks the ratification of shareholders for the previous issue of 8,000,000 Shares which was completed in October 2009 and previously announced to the market on 19 October 2009.

Under ASX Listing Rule 7.1, the Company is limited to issuing up to 15% of its issued capital in any 12 month period without shareholder approval, subject to certain exceptions.

An issue of shares made without specific approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if the original issue did not breach ASX Listing Rule 7.1 and is subsequently approved by ordinary shareholders pursuant to the provisions of ASX Listing Rule 7.4.

Pursuant to the provisions of ASX Listing Rule 7.5, the following information is supplied to shareholders in respect of Resolution 1.

Number of Securities Allotted:	8,000,000 Shares
Price at which the Securities were issued:	32 cents per Share
Terms of the Securities:	Fully Paid Ordinary Shares
Name of the allottees (Investors):	Sophisticated Investors or Professional Investors who are clients of Foster Stockbroking.
Use of the funds:	The proceeds will be used by the Company to add to the existing Company cash reserves and will enable the Company to progress to a Pre-Feasibility Study on the PHM South Phosphate deposit and carry out further exploration on its Iron Oxide Copper Gold Prospects.
Date of Allotment	28 October 2009

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KRUCIBLE METALS LIMITED

Resolution 2: Issue of Shares to a related party

On 19 October 2009 the Company announced a placement of 8,500,000 Shares to institutional and sophisticated investors ( Placement ). It was also announced that subject to the obtaining of the necessary shareholder approval the Directors of the Company, being Marcus Harris, Ray Keonig, Dennis Lovell and Tony Alston, (the Directors ) would also participate in the Placement and collectively would subscribe for 500,000 Shares in the Placement.

Listing Rule 10.11

Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party. Each of the Directors, is a related party to the Company.

For the purposes of Listing Rule 10.13, the Company advises as follows.

Number of Securities to be issued:	500,000 Shares	500,000 Shares	500,000 Shares
Timing:	The Shares will be issued and allotted not later than 1 month from the date of this General Meeting.
Price at which the Securities are to be issued:	32 cents per Share
Terms of the Securities:	Fully Paid Ordinary Shares
Name of allottee and relationship to the Company:	Allottee Marcus Harris(or Nominee) RayKoenig (or Nominee) Dennis Lovell(or Nominee) TonyAlston(or Nominee)	Relationship	Number of Shares 150,000 50,000 100,000 200,000 500,000
		Director
		Director
		Director
		Director
		Total
Use of the funds:	The proceeds will be used by the Company to add to the existing Company cash reserves and will enable the Company to progress to a Pre-Feasibility Study on the PHM South Phosphate deposit and carry out further exploration on its Iron Oxide Copper Gold Prospects.

In accordance with Listing Rule 7.2, Exception 14, as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.

The Company considers that the agreement to issue shares to each of the Directors is on an arm’s length basis as it is on the same terms as a private placement to investors which was lead by Foster Stockbroking an independent stock broking firm engaged by the Company

Recommendation of Directors

Each of the Director’s will obtain a benefit if this resolution is passed accordingly Marcus Harris, Ray Koenig, Dennis Lovell and Tony Alston each do not propose to recommend how other Shareholders should vote.

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Krucible Metals Limited (ABN 12 118 788 846) Proxy form

Section 1: Name and address of member

All correspondence to: Krucible Metals Limited PO Box 499 Hyde Park, Castletown Towsnville, QLD 4812 Telephone (07) 4772 5880 Facsimile (07) 4772 4999

HIN/SRN:

Section 2: Appointment of proxy

I, being a member of the Company and entitled to attend and vote appoint

the Chairman of the meeting (mark with an ‘X’) OR

Write here the full name of the person or body corporate you are appointing if this person is someone other than the Chairman of the meeting.

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the meeting, as my proxy to attend, to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit), and to act generally on my behalf, at the General Meeting of the Company to be held at:

Location Level 8/307 Queen Street, Brisbane, QLD 4000 Date Monday, 14 December 2009 Time 11.00 am

and at any adjournment of that meeting.

Section 3: Voting instructions

Voting directions to proxy – please mark to indicate your directions. Resolution 1. Ratification of Issue of Shares Resolution 2. Issue of Shares to a related party

For Against Abstain*

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If you mark the Abstain box for a particular item, you are directing your proxy not* to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If you do not wish to direct the Chairman as your proxy to vote, please place a mark in this box.

By marking this box you acknowledge that the Chairman may exercise your proxy even if he or she has an interest in the outcome of the resolution, and that votes cast by him or her, other than as proxy holder, would be disregarded because of that interest.

The Chairman intends to vote all undirected proxies in favour of the resolutions to be put to the meeting.

Section 4: Signing by member

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Member 1 Sole Director and Sole Secretary Please provide the information below in case w Contact name	Member 2 (ifjointholding) Director/Company Secretary (delete one) e need to contact you. Contact day time telephone	Member 3 (ifjointholding)
		Director / /
		Date

Instructions for com letion of rox form p p y

Section 1: Name and address of member

1 This is your address as it appears in the register of members of the Company. If this information is incorrect, please advise the Share Registry – Link Market Services of any changes. Address: Locked Bag A14, Sydney South, NSW 1235 Phone: 1 300 554 474

Fax: (02) 9287 0303

Internet: www.linkmarketservices.com.au

Members sponsored by a broker (in which case your reference number will commence with an ‘x’) should advise their broker of any changes. Please note you cannot change the ownership of your shares using this form.

Section 2: Appointment of proxy

• 2 If you wish to appoint the Chairman of the meeting as your proxy, mark the box. If the person or body corporate you wish to appoint as your proxy is someone other than the Chairman of the meeting, write the full name of that person or body corporate in the space provided. A proxy may be an individual or a body corporate. If you leave this section blank or your named proxy does not attend the Meeting, the Chairman of the meeting will be your proxy. A proxy need not be a member of the Company.

• 3 If you are entitled to cast two or more votes at the General Meeting, you are entitled to appoint two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the Company. Alternatively you may copy this form.

• 4 To appoint a second proxy:

• (a) on each of the first proxy form and second proxy form state the percentage of your voting rights or number of shares applicable to that form (if the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise one half of your votes, and fractions of votes will be disregarded); and

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

Section 3: Voting instructions

• 5 You may direct your proxy how to vote on an item of business by placing a mark in one of the three boxes opposite that item of business. All of your shares will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may decide whether or how to vote on that item. If you mark more than one box on an item, your vote on that item will be invalid.

Section 4: Signing by member

6 You must sign this form as follows in the spaces provided:

Individual	Where the holding is in one name, the member must sign.
Joint holding	Where the holding is in more than one name, all of the members must sign.
Power of Attorney	To sign under power of attorney, either the power of attorney must have already been lodged with the Company's share registry for notation or the original (or a certified copy) of the power of attorney must accompany this document.
Companies	In the following cases, subject to the Company’s constitution, the following person must sign: (a) Australian proprietary companywith asole directorwho isalso the sole company secretary- that person must sign; (b) Australian proprietary companywith asole director and no company secretary- that person must sign; (c) other Australian companies- two directors, or one director and one company secretary must sign; and (d) foreign company- in accordance with the laws of the jurisdiction of incorporation and constituent documents.

Section 5: Lodging of proxy

7 This proxy form (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not later than close of business on the date set out below, by mail, hand delivery, or facsimile.

Last time and date for **lodgement ***	Friday, 11 December 2009 at 5.00 pm (Brisbane time)
By mail	Krucible Metals Limited, P.O. Box 499, Hyde Park, Castletown, Townsville, QLD 4812
By delivery	Krucible Metals Limited, 1/68 Railway Avenue, Railway Estate, QLD 4810
By facsimile	(07)4772 4999

• Any proxy form received after that time will not be valid.

For Further Information

If you need any further information about this form or attendance at the Company’s General Meeting, please contact Dennis Lovell, Company Secretary on 07 4772 5880.

Appointment of Corporate Representative

Section 250D of the Corporations Act

This is to certify that by a resolution of the Directors of:

........................................................................................................ (Company) Insert name of Shareholder

the Company has appointed:

......................................................................................................................... Insert name of Corporation Representative

in accordance with the provisions of section 250D of the Corporations Act, to act as the body corporate representative of that company at the meeting of Krucible Metals Limited to be held on [TO BE INSERTED] and at any adjournments of that meeting.

DATED

Executed by the Company ) in accordance with its constituent documents )

…………………………………………………………… …………………………………………….. Signed by authorised representative Signed by authorised representative

…………………………………………………………… …………………………………………….. Name of authorised representative (print) Name of authorised representative (print)

…………………………………………………………… …………………………………………….. Position of authorised representative (print) Position of authorised representative (print)

INSTRUCTIONS FOR COMPLETION

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.

Please follow the instructions below to complete the Certificate of Appointment:

1. Execute the Certificate following the procedure required by your Constitution or other constituent documents.

2. Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

3. Insert the date of execution where indicated.

4. Send or deliver the Certificate to the Company at P.O. Box 499, Hyde Park, Castletown, Townsville, QLD 4812, or 1/68 Railway Avenue, Railway Estate, QLD 4810, or by facsimile to the registered office on 07 4772 4999. Alternatively the Certificate of Appointment may be presented upon attendance at the General Meeting of the Company.

General Meeting and Explanatory Statement (Final 091112) DOC.DOC