HAMMER METALS LIMITED — AGM Information 2007

Oct 25, 2007

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MIDAS RESOURCES LIMITED

ABN 87 095 092 158

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

MEETING TO BE HELD 30 NOVEMBER 2007

2:00PM (WST)

PLAZA BALLROOM 3 HYATT REGENCY PERTH 99 ADELAIDE TERRACE PERTH WESTERN AUSTRALIA

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY.

IF YOU ARE UNABLE TO ATTEND THE ANNUAL GENERAL MEETING, PLEASE COMPLETE THE PROXY FORM ENCLOSED AND RETURN IT IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT IN THIS DOCUMENT.

MIDAS RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING

MIDAS RESOURCES LIMITED

ABN 87 095 092 158

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given of the Annual General Meeting of the shareholders of Midas Resources Limited to be held at the Plaza Ballroom 3, Hyatt Regency Perth, 99 Adelaide Terrace, Perth, Western Australia 6000 on Friday, 30 November 2007 commencing at 2:00pm (WST).

AGENDA

ITEM 1 – ANNUAL FINANCIAL REPORT

To receive and consider the Annual Financial Report for the year ended 30 June 2007 comprising the Directors’ Report, the Directors’ Declaration, the financial statements and the Auditors’ Report.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That the Remuneration Report in the 2007 Annual Report of the Company be adopted.”

RESOLUTION 2 – RE – ELECTION OF A DIRECTOR

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

“That for the purpose of Listing Rule 14.4 and all other purposes, Mr Terry Streeter, being a director of the Company, retires by rotation in accordance with Rule 7.3 of the Company’s Constitution and, being eligible, is hereby re-elected as a director of the Company.”

RESOLUTION 3 – RATIFICATION OF ALLOTMENT AND 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 purposes of Listing Rule 7.4 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes the shareholders of the Company ratify the allotment and issue of 5,306,820 fully paid ordinary shares in the capital of the Company, further details of which are set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who participated in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the Resolution is passed, and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as 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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MIDAS RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING

By order of the Board

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Phillip MacLeod Company Secretary 10 October 2007

VOTING AND PROXIES

1. A shareholder of the Company entitled to attend and vote at a general meeting of Shareholders is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as 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.

3. In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 5.00pm (WST) on 28 November 2007.

4. A proxy form is attached. If required it should be completed, signed and returned to the Company’s registered office in accordance with the instructions on that form.

5. To vote by proxy, please complete and sign the proxy form included with this notice of annual general meeting as soon as possible and either:

6. return the proxy form by post to PO Box 357, Subiaco, Western Australia, 6904; or

7. send the proxy by facsimile to the Company on facsimile number (08) 9388 2600 (International: + 61 8 9388 2600); or

8. deliver to the registered office of the Company at Level 1, 282 Rokeby Road, Subiaco, Western Australia, 6005,

so that it is received not later than 2.00pm (WST) on 28 November 2007.

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MIDAS RESOURCES LIMITED EXPLANATORY STATEMENT

EXPLANATORY STATEMENT

This Explanatory Statement is provided to supply Shareholders with information to enable them to make an informed decision regarding the Resolutions set out in the Notice of Annual General Meeting. This Explanatory Statement is to be read in conjunction with and forms part of the Notice of Annual General Meeting, for the meeting to be held at 2:00pm (WST) on Friday, 30 November 2007 at the Plaza Ballroom 3, Hyatt Regency Perth, 99 Adelaide Terrace, Perth, Western Australia, 6000. Capitalised terms in the Notice and in this Explanatory Statement are defined in the Glossary.

Financial Statements and Reports

The Annual Financial Report, Directors’ Report and Auditor’s Report for the Company for the year ending 30 June 2007 will be laid before the meeting.

There is no requirement for Shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments about those reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report.

In addition to taking questions at the meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

• the preparation and content of the Auditor’s Report;

• the conduct of the audit;

• accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• the independence of the auditor in relation to the conduct of the audit, may be submitted no later than 28 November 2007 to:

KPMG 152-158 St George’s Terrace Perth WA 6000

1. THE RESOLUTIONS

Resolution 1 – Adoption of Remuneration Report

The Remuneration Report is in the Directors’ Report section of the Company’s Annual Report.

By way of summary, the Remuneration Report:

• (a) Explains the Company’s remuneration policy and the process for determining the remuneration of its directors and executive officers; and

• (b) Sets out remuneration details for each Director and each of the Company’s executives named in the Remuneration Report for the financial year ended 30 June 2007.

The Directors recommend that Shareholders vote in favour of Resolution 1.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only and does not bind the Board or Company.

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MIDAS RESOURCES LIMITED EXPLANATORY STATEMENT

Resolution 2 – Re-election of a Director

In accordance with ASX Listing Rule 14.4 and Rule 7.3 of the Company’s Constitution, at every annual general meeting one-third of the Directors shall retire from office. Any retiring Director is eligible for reelection.

Mr Terry Streeter retires by rotation pursuant to Rule 7.3 of the Company’s Constitution and, being eligible, offers himself for re-election pursuant to Resolution 2.

Resolution 3 – Ratification of Allotment and Issue of Shares

ASX Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of shares, or securities convertible into shares (such as an option), representing more than 15% of the issued capital of that company in any 12 month period.

ASX Listing Rule 7.4 states that an issue by a company of securities made without 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 issue did not breach ASX Listing Rule 7.1 and the company’s members subsequently approve it.

The Company announced to ASX on 4 September 2007 that it had put in place a Share Purchase Plan (“ SPP ”). The SPP was underwritten for $1 million by Patersons Securities Limited (“ Underwriter ”). Pursuant to the SPP the Company issued 11,363,628 Shares at an issue price of $0.088 per Share to raise $1,000,000. The Company issued 6,056,808 Shares to existing shareholders under the SPP with the balance of 5,306,820 Shares being placed by the Underwriter.

The Shares issued to existing shareholders pursuant to the SPP were issued under an exception to ASX Listing Rule 7.1 and do not require ratification by Shareholders

Shareholders’ ratification for the issue of 5,306,820 Shares to the Underwriter is now sought pursuant to ASX Listing Rule 7.4 to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required, in the next 12 months without Shareholder approval.

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

• (a) the total number of Shares issued was 5,306,820;

• (b) the issue price of the Shares was $0.088 per Share and the Shares were allotted and issued on 28 September 2007;

• (c) the Shares issued rank equally with, and are on the same terms as, the existing Shares on issue;

• (d) the money raised through the issue of these Shares is intended to be used, or has been used to fund a drilling programme at the Company’s Bindah prospect and general working capital in Australia;

• (e) the Shares were allotted to clients of Paterson Securities Limited. The clients are not related parties or associates of the Company.

2. ENQUIRIES

Shareholders are invited to contact the Company Secretary on (08) 9388 2211 if they have any queries in respect of the matters set out in these documents.

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MIDAS RESOURCES LIMITED EXPLANATORY STATEMENT

GLOSSARY

ASX means ASX Limited.

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

Board means the board of directors of the Company.

Company means Midas Resources Limited (ABN 87 095 092 158).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement to the Memorandum.

Meeting means the annual general meeting convened by the Notice.

Memorandum means this information memorandum.

Notice means the notice of annual general meeting accompanying this Memorandum.

Resolution means a resolution contained in the Notice.

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

Shareholder means a holder of Shares.

WST means Western Standard Time.

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APPOINTMENT OF PROXY MIDAS RESOURCES LIMITED ACN 095 092 158

PROXY FORM

GENERAL MEETING

I/We

being a Member of Midas Resources Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy

OR

Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at 2:00pm (WST), on 30 November 2007 at the Plaza Ballroom 3, Hyatt Regency Perth, 99 Adelaide Terrace, Perth, Western Australia and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all the resolutions.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of the Remuneration Report Resolution 2 – Re-election of Mr Streeter Resolution 3 – Ratification of Prior Issue

OR

In relation to these Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on these Resolutions, please place a mark in this box

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on these Resolutions and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman intends to vote in favour of these Resolutions.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 3 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1 TO 3 WILL BE DISREGARDED.

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is Signed this day of 2007 %

By:

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Individuals and joint holders Companies (affix common seal if appropriate)
Signature Director
Signature Director/Company Secretary
Signature Sole Director and Sole Company Secretary
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Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

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

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

4. 2 directors of the company;

5. a director and a company secretary of the company; or

6. for a proprietary company that has a sole director who is also the sole company secretary – that director.

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

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

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