INVESTOR CENTRE LIMITED — Proxy Solicitation & Information Statement 2012

Dec 17, 2012

18 December, 2012

DISPATCH OF NOTICE OF GENERAL MEETING

Ferrowest Limited (“the Company”) has dispatched a Notice of General Meeting to Shareholders today.

The General Meeting will be held on Friday 18 January 2013 at 11:00AM WST at the Company’s office Unit 18, 28 Belmont Avenue, BELMONT WA. Shareholders who are able to attend are encouraged to do so. If you are unable to attend, a proxy form has been provided with the Notice of Meeting so that you can participate in voting on the resolutions before the Company.

A copy of the Notice of General Meeting and the Proxy Form are attached.

For further information please contact: Brett Manning – Managing Director +61 8 9277 2600

ABOUT FERROWEST

Ferrowest is actively pursuing two major iron related projects, the Yogi Iron Project and the Eradu MPI Project (detailed below) as part of a ‘value adding’ strategy to produce merchant pig iron in the Mid West Region of Western Australia.

Following a strategic review by the Board in response to the dramatic changes in the world market for mineral resources, particularly iron, Ferrowest has taken the decision to diversify its project portfolio to include certain key minerals in addition to its cornerstone iron projects. As a result, the Company is actively building a portfolio of project opportunities with short and medium term ‘upside’ potential in gold and base metals to compliment its long term iron related ventures.

Exploration projects with gold and nickel potential have been acquired in the Albany‐Fraser orogen and the Southern Cross greenstone belt in the first stage of implementation of this new strategy.

The Yogi Mine Project – Outline

The Yogi Mine Project proposes the development of a magnetite mining and concentration operation at the Yogi iron deposit near Yalgoo in the mid west region of Western Australia. Proposed production of magnetite concentrate will target 4.5M tonnes per annum (“tpa”) at 67%Fe. 3Mtpa would be exported through the new proposed Port of Oakajee with the other 1.5Mtpa planned to supply the Eradu MPI Project (detailed below).

The current magnetite Inferred Resource estimate at Yogi, classified and reported in accordance with the JORC Code, is 572.5 million tonnes at 27.5%Fe with a target magnetite potential[#] estimated at between 0.8 and 1.2 billion tonnes at an average grade of between 25.5%Fe to 29.5%Fe.

The Eradu MPI Project ‐ Outline

Ferrowest Limited will continue to develop the Eradu MPI Project aimed at producing seaborne traded merchant pig iron (“MPI”) at 96%Fe using magnetite concentrate from the Yogi magnetite deposit. Proposed initial production is 1Mtpa. The plan to process the magnetite concentrate into pig iron at Eradu, located 60Km east of Geraldton, is premised on the ITmk3® technology and excellent existing infrastructure servicing the project area.

# Target potential is conceptual in nature as insufficient data exists to define a Mineral Resource and it is uncertain if further exploration will result in further Mineral Resource. The target potential is based upon calculations prepared by Ferrowest Limited with reference to current experience at Yogi and available data.

The information in this report that relates to Exploration Results and general geological commentary is compiled by Graeme Johnston, a Fellow of the Geological Society of London. Information in this report that relates to Mineral Resources or Ore Reserves is based on information compiled by Graeme Johnston and Malcolm Titley, a Member of the Australasian Institute of Mining & Metallurgy.

Graeme Johnston is a Director of the Company and a geological consultant to it through Corad Pty Ltd. Graeme Johnston has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a ‘Competent Person’ as defined in the 2004 Edition of the ‘Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Graeme Johnston consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

Malcolm Titley (MAusIMM) is a Director and Principal Consultant of CSA Global and is responsible for the estimation of the Mineral Resource for the Yogi deposit. Malcolm Titley has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Malcolm Titley consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

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ACN 074 009 091

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT

Date of Meeting: 18 January 2013 Time of Meeting: 11:00AM Place of Meeting: Unit 18, 28 Belmont Avenue, BELMONT, WA

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NOTICE OF GENERAL MEETING

AND

ACN 074 009 091

EXPLANATORY STATEMENT

Date of Meeting: Friday, 18 January 2013

Time of Meeting: 11:00AM

Place of Meeting: Unit 18, 28 Belmont Ave, BELMONT WA

Notice is hereby given that a General Meeting of shareholders of Ferrowest Limited (“Ferrowest” or ”the Company”) will be held on Friday, 18 January 2013 at 11:00AM, at Unit 18, 28 Belmont Avenue, BELMONT, Western Australia (“the Meeting”).

The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice.

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 on 16 January 2013 at 5:00PM (WST). The following agenda items to be considered at the Meeting are discussed in the Explanatory Statement to shareholders included in this Notice.

SPECIAL BUSINESS

To consider and, if thought fit, pass the following as Ordinary Resolutions:

RESOLUTION 1 – ELECTION OF ROBERT (WEI) SUN AS DIRECTOR

“To elect to the office of director of the Company, Mr. Robert (Wei) Sun, who having been appointed since the last General Meeting of the Company, retires in accordance with the Constitution of the Company and being eligible, offers himself for re‐election.”

RESOLUTION 2 – APPROVAL FOR ISSUE OF SHARES TO A RELATED PARTY OF THE COMPANY AS PART OF THE ACQUISITION OF URBAN MINERALS PTY LTD

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the allotment and issue of $15,000 worth of Shares in the capital of the Company to Mr. Graeme Johnston, a director of the Company or his nominee in part satisfaction of the acquisition price of Urban Minerals Pty Ltd by the Company and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting and otherwise on the basis set out therein, is approved.”

Voting Exclusion Statement:

For the purposes of Listing Rule 10.13.6, the Company will disregard any votes cast on this resolution by any person who is to receive securities in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of an ordinary security holder, if the resolution is passed, and any associate of them. 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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RESOLUTION 3 – APPROVAL OF PROPOSED SHARE ISSUE TO VENDORS FOR THE ACQISITION OF URBAN MINERALS PTY LTD

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the allotment and issue of $45,000 worth of Shares in the capital of the Company as part satisfaction of the acquisition price of Urban Minerals Pty Ltd by the Company and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting and otherwise on the basis set out therein, is approved.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by the parties who will participate in the issue as listed in the Explanatory Statement and any associate of them. 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.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

Dated at Perth this 17[th] of December 2012

By order of the Board of Directors

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Brett Manning Managing Director

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EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of General Meeting for Ferrowest Limited.

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

Shareholders should note that all the Directors approved the proposal to put the Resolutions to shareholders as outlined in the Notice of General Meeting and to prepare this Explanatory Statement.

DEFINITIONS USED IN THIS STATEMENT

Act or Corporations Act means the Commonwealth Corporations Act 2001 as amended from time to time.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the official listing rules of ASX as amended from time to time.

Board means the board of Directors of the Company.

Company or Ferrowest means Ferrowest Limited (ABN 14 074 009 091).

Director means a director of the Company as at the date of the Notice of Meeting.

Explanatory Statement means this explanatory statement to the Notice.

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

Notice or Notice of General Meeting means the notice of meeting accompanying this Explanatory Statement.

Person in this Explanatory Statement means a natural person, company, trust or other entity that can validly hold securities in Australia.

Resolution means a shareholder resolution contained in the Notice.

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

VWAP means volume weighted average closing price of Shares

1. RESOLUTION 1 – ELECTION OF DIRECTOR – ROBERT (WEI) SUN

Shareholders will be asked to consider ordinary Resolution 1 to elect to the office of director Mr. Robert (Wei) Sun (“Mr. Sun”). Rule 11.4 of the Constitution of the Company permits the Directors to appoint a new Director to the Board but the appointment of such a director must be confirmed by shareholders at the next General Meeting of the Company.

Mr. Sun has been appointed since the last General Meeting and therefore has offered himself for re‐ election by shareholders.

Experience – Mr. Robert Sun:

Mr. Sun has a Master of Economics in Enterprises Management from Renmin University (Beijing, China) and a Master of E‐commerce from Dalhousie University (Halifax, Canada).

With over 10 years experience as a resource investment analyst in international trade and the resource industry in China, Canada and Australia, Mr. Sun has held positions as a business manager and resource and project analyst with major Chinese and Australian companies.

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Based in Perth as the General Manager of TFA International Pty Ltd, Mr. Sun also holds the following directorships:

• Independent Director, Pepinnini Minerals Ltd (ASX: PNN)

• Alternate Director, IMX Resources Ltd (ASX: IXR)

• Non‐executive Director, Nicul Minerals Ltd (unlisted company)

• Non‐executive Director, Outback Iron Pty Ltd (subsidiary of IMX)

With close associations with major Chinese companies involved in the mineral resources sector within Asia and the ability to communicate on a corporate and technical level in Chinese and English, Mr. Sun augments the Board’s expertise in the Asian focused resource market place.

Further information on Mr. Sun is available on the Company’s web site at www.ferrowest.com.au

2. RESOLUTION 2 AND 3 – APPROVAL FOR ISSUE OF SHARES AS PART OF THE ACQUISITION OF URBAN MINERALS PTY LTD

Resolution 2 and 3 of the Notice of General Meeting proposes approval for the allotment and issue of a total of $60,000 worth of fully paid ordinary Shares in the capital of the Company, in part consideration for the acquisition Urban Minerals Pty Ltd (“Urban”), to the vendors.

Background

In response to changes in the commodity sector during 2012, the Board of Ferrowest has identified a need to add to the Company’s project portfolio with the aim of introducing additional commodity types, other than iron, and also to consider new projects with different exploration and development time lines in order to reduce the project risk associated with the Company’s main business of developing large scale iron related projects.

It is the Board’s view that this diversification strategy is a prudent step that strengthens the Company’s prospects in an ever evolving commodity market place. This enhancement of the Company’s Business Plan is not intended to in anyway diminish our primary goal to develop the Yogi Mine Project and the Eradu MPI Project. The Board remains firmly of the view that these projects are at the core of the Company’s long term business success but that it is necessary to ensure that Ferrowest is well placed to chase other opportunities where our expertise and skill base can be applied to grow shareholder value.

If the Board did not adopt this enhancement to the business plans of the Company, it is the Board’s view that the Company may be exposed to down turns in the iron market that could materially limit Ferrowest’s ability to implement its iron projects. It is the Board’s view that this single commodity risk is an unnecessary one in circumstances where the Company’s core competencies can be readily applied to projects in other commodities that might be performing better during a down turn in iron.

As part of this diversification policy, on 8 November 2012 the Company announced that it had entered into a conditional agreement (‘’the Agreement’’) to acquire 100% of Urban, and in so doing has acquired a strategic tenement package of 11 exploration and prospecting licenses held by Urban, collectively known as the ‘’Marvel Loch Project’’, that are prospective for gold and nickel. The tenements are strategically located close to historic and current mines, with 9 located within a 20km radius of the current Marvel Loch Mine, and 1 within sight of the Bounty head frame. Initial desk top studies have identified a number of potential gold and nickel anomalies that provide immediate exploration opportunities.

The acquisition is an important step in the implementation of the Company’s new strategy to diversify project risk by pursuing multiple commodities and projects with short and medium term upside potential to add to its longer term Yogi Mine Project and Eradu MPI Project.

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The Marvel Loch Project is secured by purchasing 100% of the shares of Urban. The acquisition price is $42,000 in cash and $60,000 in Ferrowest Shares priced at the 10 day VWAP prior to the date of issue of the Shares. The deal is subject to shareholder approval for the Share component of the consideration because one of the Company’s directors, Mr. Graeme Johnston, has a 25% interest in Urban. Mr. Johnston has not participated in the negotiation of the agreement with Urban or the decision of the Board to acquire Urban Minerals Pty Ltd. While the transaction is an arms‐length transaction exempt under Section 210 of the Corporations Act 2001, the ASX Listing Rules require the prior approval of shareholders for the issue of securities to a related party.

2.1 RESOLUTION 2 – APPROVAL FOR ISSUE OF SHARES TO A RELATED PARTY OF THE COMPANY AS PART OF THE ACQUISITION OR URBAN MINERALS PTY LTD

Resolution 2 seeks Shareholder approval under Listing Rule 10.11 to permit a Director or the Director’s nominee, to receive shares in the Company as part of the purchase price paid by the Company in the acquisition of Urban Minerals Pty Ltd. As stated above, the Share component of the acquisition totals $60,000 worth of Shares in the capital of the Company priced at the 10 day VWAP prior to the date of issue of the Shares. Mr. Graeme Johnston, a Director of the Company holds a 25% equity interest in Urban and as a result is entitled to $15,000 (being 25%) worth of the Shares to be issued to the vendors of Urban subject to shareholder approval.

In compliance with the information requirements of ASX Listing Rule 10.13, members are advised of the following particulars in relation to the proposed issue of Shares:

• (a) The Shares are proposed to be issued to Mr. Graeme Godsman Johnston, a non‐executive Director of the Company, or his nominee.

• (b) The maximum number of Shares to be issued to Mr. Johnston will be calculated as that number equal to $15,000 divided by the market price per Share calculated on the VWAP of Shares of the Company for the 10 trading days prior to the date of issue of the Shares.

• (c) It is the Company’s intention to issue the Shares as soon as practicable after the meeting but in any event, not later than one month after the date of the General Meeting.

• (d) The price per Share will be calculated on the VWAP of ordinary Shares for the 10 trading days prior to the date of issue of the Shares.

• (e) The Shares will have the same terms as the Shares on issue and will rank equally in all respects with the existing Shares on issue.

• (f) No funds will be raised by the issue of Shares, as the Shares form part of the consideration for the acquisition of Urban.

If Resolution 2 is not approved by Shareholders, then the Company will be obliged to pay Mr. Johnston $15,000 in cash, thereby reducing the cash reserves and available funds.

Directors’ Recommendation

Mr. Johnston has an interest in Resolution 2 and therefore has advised that he does not want to make a recommendation to shareholders in regard to this Resolution.

The Directors of the Company who do not have an interest in Resolution 2 unanimously recommend that shareholders pass the resolution as it will enable the Company to conclude the acquisition of Urban and limit the cash component of the deal without diminishing its cash reserves or materially diluting shareholder value.

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2.2 RESOLUTION 3 – APPROVAL OF PROPOSED SHARE ISSUE TO VENDORS FOR THE ACQISITION OF URBAN MINERALS PTY LTD

Resolution 3 seeks Shareholder approval for the issue of Shares in the Company as part of the purchase price paid by the Company in the acquisition of Urban. As stated above, the Share component of the acquisition totals $60,000 worth of Shares in the capital of the Company priced at the 10 day VWAP prior to the date of issue of the Shares. The parties listed below hold a 75% equity interest in Urban and as a result will be entitled to $45,000 (being 75%) worth of the Shares to be issued to the vendors of Urban under the acquisition.

In compliance with the information requirements of ASX Listing Rule 7.3 shareholders are advised of the following particulars in relation to the issue of Shares:

• (a) The Shares are proposed to be issued to:

• Christabel Jayne Brand or her nominee;

• Druidston Holdings Pty Ltd or its nominee;

• Kirsten Christine Schweder or her nominee; and

• Golden Hill Investments Pty Ltd or its nominee.

• (b) The maximum number of Shares to be issued will be calculated as that number equal to $45,000 worth of Shares divided by the market price per Share calculated on the VWAP of the Shares for the 10 trading days prior to the date of issue of the Shares.

• (c) It is the Company’s intention to issue the Shares as soon as practicable after the meeting but in any event, not later than one month after the date of the General Meeting.

• (d) The price per Share will be calculated on the VWAP of the Shares for the 5 trading days prior to the date of issue of the Shares.

• (e) The Shares will have the same terms as the Shares on issue and will rank equally in all respects with the existing Shares on issue.

• (f) No funds will be raised by the issue of Shares, as the Shares form part of the consideration for the acquisition of Urban.

The Company is contractually obliged to issue the Shares covered by this Resolution in any event and if Resolution 3 is not approved by Shareholders then the Directors will issue the Shares under the 15% discretionary placement capacity provided for under Listing Rule 7.1. The result, if Resolution 3 is not approved by shareholders, is that the Company will have less available capacity under the 15% to place shares to raise capital without shareholder approval if that is required.

The Board unanimously recommends the approval of this resolution.

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FERROWEST LIMITED GENERAL MEETING

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PROXY FORM – 18 JANUARY 2013

The Secretary Ferrowest Limited Unit 18, 28 Belmont Avenue BELMONT WA 6104

I/We (full name) ________________

of________________ being a member(s) of Ferrowest Limited, hereby appoint as my/our proxy:

Or � the Chair of the General

Meeting or, failing the person or body corporate named above, the Chair or the General Meeting, to attend and vote for me/us at the General Meeting of the Company to be held at 11.00AM on Friday, 18 January 2013 and at an adjournment thereof in respect of ____% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

		RESOLUTIONS			FOR	AGAINST	ABSTAIN	ABSTAIN
	1	Election of Mr. Robert (Wei) Sun as Director			�	�	�
	2	Approval for issue of shares to a related party as part of the		acquisition of	�	�	�
		Urban Minerals Pty Ltd
	3	Approval for issue of shares to vendors as part of the acquisition of Urban			�	�	�
		Minerals Pty Ltd
	VOTING INSTRUCTIONS
	If	theChairperson of the meeting is appointed as your proxy ,or may be appointed by
	defaultand you do not wish to direct your proxy how to vote		as your proxy in respect to			�
	the resolutions, please place a mark in the box.

By marking this box, you acknowledge that the Chairperson of the meeting may exercise your proxy even if he or she has an interest in the outcome of the resolution. If you do not mark the box, and you have not directed your proxy how to vote, the Chairperson cannot cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

To vote by proxy, please complete and sign this Proxy Form and return by the time and in accordance with the instructions set out in the Notice of Meeting and elsewhere on this Proxy Form.

Sections 250BB and 250BC of the Corporations Act 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.

If the member is an individual or joint holder:

______ ______ Usual Signature Usual Signature Dated this day of 20___.

If the member is a Company:

Signed in accordance with the Constitution of the company in the presence of:

_______ ______ Director/Sole Director Director/Secretary Dated this day of 20___.

NOTES

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (Unit 18, 28 Belmont Avenue, BELMONT WA 6104) or sent by facsimile to that office on Fax: 08 9277 2655 to be received not less than 48 hours prior to the time of the General Meeting.

5. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution.

6. The Chair of the General Meeting intends to vote all undirected proxies in favour of the resolutions where he or she is entitled to cast such votes.

7. Reply paid postal address (no stamp required):

Ferrowest Limited Reply Paid 383 BELMONT WA 6984