IODM LIMITED — AGM Information 2011

Oct 27, 2011

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

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NOTICE OF ANNUAL GENERAL MEETING

AND

PROXY FORM

Date of Meeting 25 November 2011

Time of Meeting 10.00 am

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

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 Friday, 25 November 2011 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 2011 consisting of the Statement of Comprehensive Income, the Statement of Financial Position, 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 2011 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.”

Voting Exclusion Pursuant to Section 250OR of the Corporations Act 2001 a vote on this resolution must not be cast (in any capacity) by or on behalf of any member of the key management personnel details of whose remuneration are included in the remuneration report or a closely related party of such a member. However, a person aforesaid may cast a vote on the resolution if the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of a person aforesaid.

Explanation

The Remuneration Report is a section of the Directors’ Report contained in the 2011 Annual Report. It is a requirement of the Corporations Act that the Report be provided to shareholders and voted upon by a vote which is advisory only and does not bind the Directors or the Company. If 25% or more of votes which are cast are voted against the Remuneration Report at two consecutive AGM’s, shareholders will be required to vote at the second of those AGM’s on a resolution (“a spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director) must go up for re-election.

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 contained in the Annual Report.

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Resolution 3 – Approval of Future Placements (ordinary resolution).

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

“That for the purposes of Listing Rule 7.1 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the Company approves and authorises the placement by Directors of up to a number of shares equal to 15% of the Company’s total issued shares immediately prior to such placement to two or more investors not later than 3 months after the date of this meeting, each share to be issued at not less than 80% of the volume weighted average market price of the Company’s shares on the ASX calculated over the last 5 days on which sales of the Company’s shares were recorded prior to the date on which such share is issued.”

Voting Exclusion For the purpose of this Resolution, the Company will in accordance with the Listing Rules of the Australian Securities Limited, disregard any votes cast on the Resolution by any person who may participate in the proposed placements or any associate of any such 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.

Explanation

The Company may require additional working capital in the next 6 months, particularly to pursue its gold and copper-gold exploration targets.

One possible structure for some or all of this funding is placements to interested sophisticated and institutional investors. This resolution would enable the Directors to place up to 15% of the Company’s then issued capital (currently 22,332,223 shares) in the 3 months after this meeting .

If any placement is made under this Resolution, the pricing will be at not less than 80% of the volume weighted average market price of the Company’s shares on the ASX calculated over the last 5 days on which sales of PDM shares were recorded prior to the date on which such share is issued. Clearly, the Directors will seek to maximise the placement price and in this context, over the last 3 months, the Company’s closing share price on the ASX has ranged from a low of 1.4 cents to a high of 2.8 cents.

The proposed allottees are, of course, not yet known but will necessarily be sophisticated or professional investors who are in a position to subscribe for shares without a disclosure document. No related party will participate in a placement made under the authority of this Resolution. In addition, all shareholders who vote on this Resolution (and their associates) will be prohibited from subscribing for any shares to be placed under this Resolution. Accordingly, all shareholders who intend (or have associates that intend) to subscribe for any new shares which may be offered pursuant to this Resolution should abstain from voting.

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The shares to be issued will be ordinary fully paid shares ranking equally in all respects with the Company’s current issued shares. ASX quotation will be sought for the shares which are issued under the authority of this resolution. The funds raised will be used as working capital to continue work on the prospects currently being explored and to possibly widen the exploration effort to additional prospective areas. It is anticipated that a number of allotments will be made progressively. The effect of this approval will be that the Company’s capacity to issue additional shares in the next 12 months up to 15% of its capital in accordance with ASX Listing Rule 7.1 will not be diminished by the proposed placements.

By order of the Board

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Stephen J Lonergan Company Secretary Paradigm Metals Limited

Dated: 27 October 2011

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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 25 November 2011 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 except any undirected proxies in respect of Resolution 1 will not be voted by the Chairman .

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	Approval of Future Placements	�	�	�

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

.

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:

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

8. (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

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

10. (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.