IODM LIMITED — AGM Information 2009

Oct 18, 2009

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PARADIGM METALS LIMITED A.C.N. 102 747 133

NOTICE OF ANNUAL GENERAL MEETING

AND

PROXY FORM

Date of Meeting 20 November 2009

Time of Meeting 10.00 am

Place of Meeting LEVEL 2, 122 WALKER STREET NORTH SYDNEY, NSW 2060

PARADIGM METALS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of Paradigm Metals Limited, ACN 102 747 133 (the " Company "), will be held at the Company’s office at Level 2, 122 Walker Street, North Sydney, NSW on 20 November 2009 commencing at 10.00 am for the purpose of transacting the following business.

AGENDA

Financial Reports

To receive and consider the annual Financial Statements of the Company for the year ended 30 June 2009 consisting of the Income Statement, the Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, the Directors’ Report and the Independent Audit Report.

The Financial Statements are contained in the Company’s 2009 Annual Report which has been sent to requesting shareholders and is available on the Company’s website www.paradigmmetals.com.au. Shareholders will be given an opportunity to ask questions of the Directors and the Auditor in relation to these Financial Statements.

Resolution 1 – Adoption of Remuneration Report (ordinary resolution)

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

“That the Remuneration Report be adopted”

Explanation:

The Remuneration Report is contained in the 2009 Annual Report (refer page 9). It is a requirement of the Corporations Act that this Report be provided to shareholders and voted upon by a vote which is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re‐Election of Mr John Gaskell as a Director (ordinary resolution)

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

“That Mr John Gaskell, who retires by rotation in accordance with the Constitution of the Company and being eligible and offers himself for re‐election, be re‐elected a Director of the Company.”

Explanation:

Details of Mr Gaskell’s qualifications and experience are summarised on page 7 of the Annual Report.

Resolution 3 –Approval of issue of shares under an earlier share placement (ordinary resolution) To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purpose of Listing Rule 7.4 and all other purposes, approval is hereby given to the Company’s issue of 10,827,012 ordinary fully paid shares at 3.5 cents per share to professional and sophisticated investors on 19 August 2009

Voting Exclusion The Company will, in accordance with the Listing Rules of the Australian Securities Exchange Limited, disregard any votes cast on this Resolution by any person who participated in this placement and any 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 if it is cast by a person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on a proxy form to vote as the proxy decides.

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Explanation:

ASX Listing Rule 7.1 precludes the Company issuing securities representing more than 15% of its issued capital in any 12 month period unless it obtains shareholder approval. On 19 August 2009 the Company placed 10,827,012 ordinary shares at 3.5 cents per share to professional and sophisticated investors. These placements were within the Company’s capacity under ASX Listing Rule 7.1. ASX Listing Rule 7.4 permits the Company to now seek approval of these placements from shareholders and the effect of approval will be to restore the Company’s 15% placement capacity. As required by ASX Listing Rule 7.4, the names of the allottees of these placements are as follows:

NameALPHALAVAL PTY LTD <SIMON VERVERIS FAMILY A/C>BUPRESTID PTY LTD <HANLON FAMILY SUPER FUND A/C>EDNA SECURITIES PTY LTD <WARREN GELFAND PSF A/C>MR KOKSAL ERGUNFINANCE ASSOCIATES PTY LTD <SUPER FUND A/C>MR THOMAS CHRISTOPHER FRAWLEYMR THOMAS CHRISTOPHER FRAWLEY & MRS JANETTE ELIZABETHGASMERE PTY LIMITEDGLENALTA PTY LTDMR VARTAN GULBENKIANMR GEOFF HIGGSMONTYCORP PTY LTD <A & P ARGYRIOU FAMILY A/C>RESVILLE PTY LTD <JUNG SUPER FUND A/C>RESVILLE PTY LTD <JUNG FAMILY A/C>RICHARD JESSOP & ASSOCIATES PTY LTDMR JAMES SARANTOSSHAW STOCKBROKING LIMITEDMR GIOVANNI SPAGNOLOTHE SUD SHOP PTY LTDTWENTY FIVE KING STREET PTY LTD <27 KING ST DISCRETIONARY A/C>TWENTY FIVE KING STREET PTY LTD <27 KING ST NO 2 A/C>VECTOR NOMINEES PTY LIMITED <THE VECTOR SUPER FUND A/C>MR IAN DOUGLAS WESTCOTT

Shares100,000300,0001,000,000761,3051,000,000150,000150,000300,000300,000500,000571,429700,000788,857154,000210,000300,000612,850500,0001,085,714300,000300,000600,000142,857

10,827,012

The securities issued under these placements were ordinary fully paid shares in the Company ranking equally in all respects with the then issued shares of the Company. The funds raised were for working capital.

By order of the Board

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Stephen Lonergan Company Secretary Dated: 19 October 2009

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Paradigm Metals Limited ACN 102 747 133 PROXY FORM

The Company Secretary Paradigm Metals Limited Registered Office Address: Level 2, 122 Walker Street, NORTH SYDNEY NSW 2060 Facsimile: +61 2 8920 3576 Email: info@paradigmmetals.com.au

I/We (name of shareholder)

of (address) ....................................................................................................................................................... being a member/members of Paradigm Metals Limited HEREBY APPOINT (name) ............................................................................................................................................................... of (address) ....................................................................................................................................................... and/or failing him (name) ...................................................................................................................................... of (address) ....................................................................................................................................................

or failing that person then the Chairman of the Annual General Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Level 2, 122 Walker Street, North Sydney, New South Wales, on 20 November 2009 commencing at 10.00am and at any adjournment of the meeting.

If you do not wish to direct your Proxy how to vote, please place a mark in the 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. The Chairman intends to vote undirected proxies in favour of the resolutions before the meeting.

If you do wish to direct your Proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

			For	Against	Abstain
Resolution	1	Adoption of the Remuneration Report	�	�	�
Resolution	2	Re‐Election of Mr John Gaskell as a Director	�	�	�
Resolution	3	Subsequent approval of issue of placement shares	�	�	�

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

This Proxy is appointed to represent ___ % of my voting right, or if 2 proxies are appointed Proxy 1 represents __________% and Proxy 2 represents _________% of my total votes My total voting right is __________________ shares

If the shareholder is an individual:

Signature: ______________________________________

Name: _________________________________________ If the shareholder is a company:

____________________________ ____________________ Director/Sole Director and Secretary Director/Secretary Dated

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INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the shareholder’s proxy. A proxy need not be a shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

3. The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.

4. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

5. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting, by post, facsimile or email to the respective addresses stipulated in this proxy form.

6. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

   • (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

   • (b) 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

   • (c) if the proxy is Chairperson, the proxy must vote on a poll and must vote that way, and

   • (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

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