HAVILAH RESOURCES LIMITED — AGM Information 2011

Nov 6, 2011

HAVILAH RESOURCES NL

ABN 39 077 435 520

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NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

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Date of Meeting

Tuesday 6 December 2011

Time of Meeting 2.00 pm (Adelaide time)

Place of Meeting AMF Centre 63 Conyngham Street Glenside SA 5065

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NOTICE OF ANNUAL GENERAL MEETING

HAVILAH RESOURCES NL ABN 39 077 435 520

Notice is hereby given that the Annual General Meeting of members of Havilah Resources NL (“the Company”) will be held at AMF Centre, 63 Conyngham Street, Glenside, South Australia 5065 at 2.00pm (Adelaide time) on Tuesday 6 December 2011 for the purpose of transacting the following business.

BUSINESS

CONSIDERATION OF FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Financial Report of the Company and its controlled entities and the Reports of the Directors and the Auditor in respect of the year ended 31 July 2011.

The Havilah Resources NL 2011 Annual Report is now available at:

• http://www.havilah resources.com.au/pdf/HAV_Annual_Report_2011.pdf

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

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

“That the Remuneration Report for the year ended 31 July 2011 be adopted.”

Voting exclusion statement

The Company will disregard any votes cast on Resolution 1 by any person, the details of whose remuneration are included in the Remuneration Report, and an associate of that person. 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.

RESOLUTION 2 – ELECTION OF DR KEITH R JOHNSON AS A DIRECTOR

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

“That Dr Keith Robert Johnson being a director of the Company who retires in accordance with the Constitution of the Company and being eligible, offers himself for re-election, be elected as a director.”

RESOLUTION 3 - ELECTION OF DR CHRIS W GILES AS A DIRECTOR

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

“That Dr Chris W Giles being a director of the Company who retires in accordance with the Constitution of the Company and being eligible, offers himself for re-election, be elected as a director.”

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RESOLUTION 4 – MANDATE TO ISSUE UP TO 20 MILLION SHARES

To consider and, if thought fit, pass the following resolution :

"That, in accordance with Listing Rule 7.1 of the ASX Listing Rules, and for all other purposes, the Directors be authorised at their discretion to allot and issue up to 20 million ordinary shares in the capital of the Company at an issue price to be determined by the Board being at least 80% of the average market price for ordinary shares in the Company calculated over the last 5 days on which sales were recorded before the date on which the issue is made, is hereby approved"

Voting exclusion statement

The Company will disregard any votes cast on Resolution 4 by a person or an associate of that person who may participate in the proposed issue and a person or an associate of that person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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.

RESOLUTION 5 - APPROVAL OF PREVIOUS ISSUE OF SECURITIES

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

"That for the purposes of Listing Rule 7.4 and for all other purposes, the previous issue by the Company of 12,324,352 shares to the entities as described in the Explanatory Memorandum which is attached to and forms part of this Notice, be and is hereby approved.”

Voting exclusion statement

The Company will disregard any votes cast on Resolution 5 by a person or an associate of that person who participated in the issue. 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.

RESOLUTION 6 – APPROVAL FOR ISSUE OF 2,827,348 ORDINARY SHARES TO GLENCOPPER SA PTY LIMITED

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

"That the Directors be authorised to allot and issue 2,827,348 ordinary shares in the capital of the Company to Glencopper SA Pty Limited”

Voting exclusion statement

The Company will disregard any votes cast on Resolution 6 by Glencopper SA Pty Limited or any of its associates and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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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DATED this 1st day of November 2011

BY ORDER OF THE BOARD

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Bob Johnson Chairman

NOTES:

Definitions:

Terms used in this Notice which are defined in the Explanatory Memorandum which is attached to and forms part of this Notice, have the meanings ascribed to them therein.

Proxies:

A member entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote for the member at the Meeting. A proxy need not be a member. If the member is entitled to cast 2 or more votes at the Meeting the member may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointment does not specify the proportion or number of the member‟s votes each proxy may exercise, each proxy may exercise half of the votes. A form of proxy accompanies this Notice.

The instrument appointing a proxy must be lodged, and any power of attorney or an office copy of a notarially certified copy thereof under which an attorney for a member appoints a proxy must be lodged, at the Share Registry of the Company, Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001 or received by Facsimile on 1800 783 447 (within Australia), or +61 3 9473 2555 (outside Australia) not less than forty eight (48) hours before the time appointed for the Meeting or adjourned meeting.

Corporate Representative

Any corporate member of the Company who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company‟s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

Voting Entitlement

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as shareholders at 2pm 4 December 2011.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice convening the Annual General Meeting of Shareholders of the Company to be held on 6 December 2011. This Explanatory Memorandum is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the resolutions proposed. Both documents should be read in their entirety and in conjunction with each other. Certain terms used herein are defined in the Glossary at the end of this document.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

The Annual Report of the Company for the year ended 31 July 2011 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the specified executive and non-executive directors. The Remuneration Report is set out in the Directors‟ Report of the Annual Report Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 1 is advisory only and, subject to the matters outlined below, will not bind the Company or the Directors. However, the Board will take the outcome of the vote into consideration when reviewing the Company‟s remuneration policy.

With effect from 1 August 2011 the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth) amended the Corporations Act to:

(a) Prohibit a vote on this resolution being cast (in any capacity) by or on behalf of any of the following persons:

(i) a person details of whose remuneration are included in the Remuneration Report; or

(ii) an associate of such a person.

However, a person described above may cast a vote on Resolution 1 if:

(iii) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

(iv) the vote is not cast on behalf of a person described in paragraphs (i) or (ii) above.

Please Note : If a shareholder wishes to nominate the Chairman as their proxy for the purpose of Resolution 1 the shareholder must either tick the „for‟ or „against‟ box directing the Chairman how to vote, or tick the box in Step 1 authorising the Chairman to vote in accordance with his or her stated voting intentions, on the enclosed proxy form in order for their proxy vote to be counted. Alternatively, shareholders can nominate as their proxy for the purpose of Resolution 1 a proxy who is not the Chairman. That person would be permitted to vote undirected proxies.

The Chairman intends to vote all available proxies in favour of Resolution 1.

• (b) Introduce a „two strike‟ process in relation to the advisory and non-binding vote on the remuneration report, whereby if at two consecutive AGMs of a listed company at least 25% of votes cast on a resolution that the remuneration report be adopted are against adoption of the report, at the second of these AGMs there must be put to the vote a resolution that another meeting be held within 90 days at which all directors (except the managing director) who were directors at the date the remuneration report was approved at the second AGM must stand for re-election. So, in summary, shareholders will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives„two strikes‟.

RESOLUTION 2 –ELECTION OF DR KEITH R JOHNSON AS A DIRECTOR

In accordance with the Listing Rules and the Company‟s Constitution, Dr Keith R Johnson retires as a Director of the Company. He is eligible for re-election. Dr Keith R Johnson offers himself for re-election as a director of the Company.

Directors Recommendation:

All the Directors, except for Dr Johnson, recommend shareholders voting in favour of Resolution 2.

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RESOLUTION 3 –ELECTION OF DR CHRIS W GILES AS A DIRECTOR

In accordance with the Listing Rules and the Company‟s Constitution, Dr Chris W Giles retires as a Director of the Company. He is eligible for re-election. Dr Chris W Giles offers himself for re-election as a Director of the Company.

Directors Recommendation:

All the Directors, except for Dr Giles, recommend shareholders voting in favour of Resolution 3.

RESOLUTION 4 - MANDATE TO ISSUE UP TO 20 MILLION ORDINARY SHARES

Resolution 4 seeks Shareholder approval to issue up to 20 million ordinary Shares at an issue price of at least 80% of the market price within 3 months after the date of the Annual General Meeting.

Listing Rule 7.1 limits the number of equity securities which a listed company may issue in any 12 month period without Shareholder approval (subject to certain exceptions). The maximum limit is 15% of the total number of ordinary securities on issue at the beginning of any 12 month period plus the number of ordinary securities issued with the approval of Shareholders (or under one of the express exceptions to Listing Rule 7.1) during the previous 12 months. If Shareholders pass Resolution 4, the effect is that the ordinary shares proposed to be issued under the mandate will be excluded from the calculation of equity securities permitted to be issued under the annual 15% limit.

For the purposes of Listing Rule 7.3 of the ASX Listing Rules, the following information is provided:

(a) the Company will allot and issue a maximum of 20 million Shares.;

(b) the Shares may be issued and allotted progressively, but no later than 3 months after the date of the Annual General Meeting to consider Resolution 4;

(c) the issue price of the Shares to be determined by the Board will be at least 80% of the average market price for Shares in the capital of the Company calculated over the last 5 days on which sales were recorded before the date on which the issue is made;

(d) the allottees are unknown at the present time and will be at the discretion of the Directors;

(e) the Shares will be issued on the same terms and conditions as the Company's existing ordinary shares on issue, and will, from the date of their allotment, rank pari passu in all respects with all other ordinary shares in the Company on issue; and

(f) the purpose of the share issue will be to raise funds to advance development of the Company‟s mineral projects.

The offer or invitation in relation to the Shares contemplated by Resolution 5, are intended to be by way of offers that do not need disclosure under section 708 of the Corporations Act 2001 and accordingly would be excluded from the requirement to prepare and lodge a disclosure document under the Corporations Act 2001.

However, if in the event the offer/s to subscribe for Shares the subject of Resolution 4 cannot be fully satisfied under Section 708 of the Corporations Act 2001, then the Company may elect to prepare a disclosure document and lodge and register if required, such a disclosure document with the Australian Securities and Investments Commission under Part 6D.2 to the Corporations Act 2001. If this occurs the Company will make an ASX announcement advising of such a requirement

Directors Recommendation:

All the Directors recommend shareholders voting in favour of Resolution 4.

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RESOLUTION 5 - APPROVAL OF PREVIOUS ISSUE OF SECURITIES

During the last twelve months the Company has issued Shares as listed below :

1. 21 October 2011- 7,326,408 Shares issued to Glencopper SA Pty Limited in partial satisfaction of a loan repayment pursuant to a Heads of Agreement dated 29 June 2007 between Havilah Resources NL, Kalkaroo Copper Pty Ltd and Glencore International AG relating to the Kalkaroo feasibility study.

2. 23 September 2011 - 125,000 Shares issued to Bourse Securities Pty Ltd for acquisition of an outstanding 30% interest in EL 4313 not owned by Havilah.

3. 23 September 2011 - 2,041 Shares as result of exercise of listed options at 50 cents per option.

4. 3 March 2011 - 284,123 Shares as result of exercise of listed options at 50 cents per option.

5. 24 February 2011 - 400,000 Shares issued to Rangelea Holdings Pty Ltd (as trustee for the Adnyamathanha Master Trust) as compensation under the Native Title Mining Agreement date 1 May 2008.

6. 10 February 2011 - 186,780 Shares as the result of exercise of listed at 50 cents per option and unlisted options and $1.60 per option.

In addition, prior to the AGM, the Company intends to issue 4,000,000 Shares to MMG Exploration Pty Limited at $1.25 each pursuant to a share subscription agreement dated 6 September 2011.

Listing Rule 7.1 limits the number of equity securities (e.g. shares, options and convertible notes) which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions). The limit is, generally speaking, no more than 15% of the total of the number of fully paid ordinary shares on issue at the beginning of the 12 month period, plus the number of fully paid ordinary shares issued with the approval of shareholders or under one of the exceptions during the previous 12 months.

The abovementioned issues totalling 12,324,352 Shares, were made without approval of Shareholders. Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for that purpose if the issue did not breach Rule 7.1 and if holders of the ordinary securities of the relevant company subsequently approve it. By seeking approval under Resolution 5, the Company seeks to bring Rule 7.4 into application.

None of the Shares referred to above were issued in breach of Listing Rule 7.1. The effect of the Shareholders passing Resolution 5 will be to restore the Company‟s 15% placement ability to which Listing Rule 7.1 refers, which will provide the Company with the flexibility to make future issues within the 15% limit. None of the entities to which Shares have been issued are “related parties” of the Company for the purposes of the Corporations Act or the Listing Rules.

The total of new funds raised amounting to $5,266,802 through issue of Shares to MMG Exploration Pty Limited and the exercise of options, will be used to advance the Company‟s mineral projects towards development, and will include feasibility study work and compilation of data for mine permitting requirements.

Directors Recommendation:

All the Directors recommend shareholders voting in favour of Resolution 5.

RESOLUTION 6 – APPROVAL FOR ISSUE OF 2,827,348 ORDINARY SHARES TO GLENCOPPER SA PTY LIMITED

Pursuant to a Heads of Agreement dated 29 June 2007 between Havilah Resources NL, Kalkaroo Copper Pty Ltd and Glencore International AG, Havilah is required to issue 10,153,756 Shares to Glencopper SA Pty Limited in full satisfaction of repayment of $7m advanced by Glencore International AG to Havilah for the Kalkaroo feasibility study. Following the issue of 7,326,408 Shares to Glencopper SA Pty

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Limited on 21 October 2011 in partial satisfaction of the loan repayment, Havilah is required to issue a further 2,827,348 Shares to complete its repayment obligations. The resolution seeks shareholder approval for the issue of these Shares to Glencopper SA Pty Limited. The Shares will be issued no later than 3 months after the date of the Annual General Meeting to consider Resolution 6.

Directors Recommendation:

All the Directors recommend shareholders voting in favour of Resolution 6.

GLOSSARY

ASX means ASX Limited (ACN 008 624 691);

Board means the board of directors of the Company;

Business Day has the meaning ascribed to that term by the Listing Rules;

Company or Havilah means Havilah Resources NL;

Corporations Act means the Corporations Act 2001 (Cth);

Listing Rules means the official listing rules of ASX;

Meeting means the meeting of Shareholders convened by the Notice;

Notice means the Notice of Annual General Meeting to which this Explanatory Memorandum is attached;

Share means a fully paid ordinary share in Havilah;

Shareholder means a holder of a Share.

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Havilah Resources NL

ABN 39 077 435 520

Lodge your vote:

 By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 2:00pm (Adelaide time) Sunday 4 December 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

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View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Your secure access information is:

SRN/HIN: I9999999999 Update your securityholding

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I9999999999

I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Havilah Resources NL hereby appoint

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the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Havilah Resources NL to be held at AMF Centre, 63 Conyngham Street, Glenside, SA, 5065 on Tuesday, 6 December 2011 at 2:00pm (Adelaide time) and at any adjournment of that meeting.

Important for Item 1 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Item 1 , the Chairman of the Meeting will not cast your votes on Item 1 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Item 1).

The Chairman of the Meeting intends to vote all available proxies in favour of Item 1 of business.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel.

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

ORDINARY BUSINESS

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Item	1	Adoption of Remuneration Report
Item	2	Election of Dr Keith R Johnson as a Director
Item	3	Election of Dr Chris W Giles as a Director
Item	4	Mandate to Issue up to 20 million Shares
Item	5	Approval of previous Issue of Securities
Item	6	Approval for Issue of 2,827,348 Ordinary Shares to Glencopper SA Pty Limited

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime / / Name Telephone Date

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