IODM LIMITED — AGM Information 2012

Oct 23, 2012

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24 October 2012

Company Announcement Office Australian Securities Exchange Level 4, Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Notice of Annual General Meeting

The Company advises that its 2012 Annual General Meeting will be held on Wednesday, 21 November 2012.

Attached is a copy of the Notice of Meeting which is being mailed to shareholders today.

Yours Faithfully

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Stephen J Lonergan Company Secretary

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

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NOTICE OF ANNUAL GENERAL MEETING

AND

PROXY FORM

Date of Meeting 21 November 2012

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 Wednesday 21 November 2012 commencing at 10.00 am for the purpose of transacting the following business.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered shareholders of the Company at 7.00 pm (Sydney time) on 19 November 2012.

AGENDA

Financial Reports

To receive and consider the annual Financial Statements of the Company for the year ended 30 June 2012 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 2012 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 2012 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 any Managing Director) must go up for reelection. At the 2011 AGM, 2.45% of votes cast were against approval of the Remuneration Report.

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Resolution 2 – Election of Mr Graham Carman as a Director (ordinary resolution). To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Graham Carman be elected a Director of the Company.”

Explanation

Dr Carman was Managing Director of the Company from 8 November 2002 until 2 December 2011 when he was appointed as a non executive Director. The Company‟s Constitution requires that a person appointed by the Board as a Director holds office until the next AGM. Dr Carman, being eligible, offers himself for election. Dr Carman is a geologist with some 25 years‟ experience in exploration worldwide. Details of Mr Carman‟s qualifications and experience are set out in the 2012 Annual Report.

Resolution 3 – Election of Mr Brian McMaster as a Director (ordinary resolution).

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

“That Mr Brian McMaster be elected a Director of the Company.”

Explanation

Mr McMaster was appointed as a non executive Director on 14 September 2012. The Company‟s Constitution requires that a person appointed by the Board as a Director holds office until the next AGM. Mr McMaster, being eligible, offers himself for election.

Mr McMaster is a chartered accountant, a registered and official liquidator and has more than 20 years experience in corporate reconstructions, turnarounds and performance improvement. Mr McMaster is a former partner in the restructuring firm Korda Mentha and prior to that was a partner at Ernst and Young. Mr McMaster currently holds executive and non executive Directorships in a number of ASX listed companies including Range River Gold Ltd, Copper Range Ltd, Lindian Resources Ltd, Strzelecki Metals Ltd and Sunseeker Minerals Ltd.

Resolution 4 – Approval of 10% Placement Capacity for Shares (special resolution)

To consider and, if thought fit, to pass, the following resolution as a special resolution:

“That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the shares on issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Note in relation to this Resolution contained in the Notice for this Meeting.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution 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 and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a 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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Explanatory Note

ASX Listing Rule 7.1A provides now provides (with effect from 1 August 2012) that an Eligible Entity may seek shareholder approval at its annual general meeting to allow it to issue shares, options, convertible securities and performance rights and other securities defined as equity securities in the ASX Listing Rules („Equity Securities”) up to 10% of its issued capital over a period up to 12 months after this Annual General Meeting (“10% Placement Capacity”). The Company is an Eligible Entity because it is not included in the S&P/ASX 300 Index and has a current market capitalisation of less than $300 million.

The effect of Resolution 4, will be to allow the Company to issue Equity Securities up to 10% of the Company‟s fully paid ordinary securities on issue during the period up to 12 months after this AGM, without subsequent shareholder approval and without using the Company‟s 15% annual placement capacity under ASX Listing Rule 7.1.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has only one class of Equity Securities on issue, being shares (ASX Code: PDM).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

• A is the number of shares on issue 12 months before the date of issue or agreement as increased or decreased in accordance with ASX Listing Rule 7.1;

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of shares under ASX Listing Rule 7.1 or 7.4.

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 4:

• 1 The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (b) if the Equity Securities are not issued within 5 ASX trading days of the date in (a) above, the date on which the Equity Securities are issued.

• 2 The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following: (a) 12 months after the date of this Meeting; and

• (b) the date of approval by Shareholders of any transaction under ASX Listing Rules

• 11.1.2 (a significant change to the nature or scale of the Company‟s activities) or 11.2 (disposal of the Company‟s main undertaking).

• or such longer period if allowed by ASX (“10% Placement Capacity Period”). The approval will cease to be valid in the event that holders of the Company‟s ordinary securities approve a transaction under ASX Listing Rule 11.1.2 or 11.2.

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• 3 Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue. There is a risk that the market price for Equity Securities issued under the 10% Placement Capacity may be significantly lower on the issue date than on the date of approval under ASX Listing Rule 7.1A. In addition, Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

• 4 If Resolution 4 is approved by shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing shares would be as shown in the Table 1 below. The Table shows the dilution of existing shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A (2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice. The Table indicates the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Table 1

Variable Á in Listing Rule 7.1A.2i		0.45 cent Issue Price (50% decrease)	0.9 cent Issue Price	1.8 cent Issue Price (100% increase)
Current Variable A 211,776,860 shares	10% Voting Dilution	21,177,686	21,177,686	21,177,686
	Funds raised	$95,299.59	$190,599.17	$381,198.35
50% increase in Current Variable A 317,665,290 shares	10% Voting **Dilution **	31,766,529	31,766,529	31,766,529
	Funds raised	$142,949.38	$285,898.76	$571,797.52
100% increase in Current Variable A 423,553,720 shares	10% Voting **Dilution **	42,355,372	42,355,372	42,355,372
	Funds raised	$190,599.17	$381,198.35	$762,396.70

* The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with shareholder approval under Listing Rule 7.1.

Table 1 incorporates the following assumptions:

• The current shares on issue are the shares on issue as at 22 October 2012.

• The issue price set out above is the closing price of the Company‟s shares on the ASX on 22 October 2012.

• The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

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• The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

• The calculations above do not show the dilution that any one particular shareholder will be subject to. All shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

• This Table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

• 5 The Company may issue Equity Securities under the 10% Placement Capacity for cash consideration in which case the Company may use funds raised for working capital, including for exploration expenditure for its current projects. If the Equity Securities under the 10% Placement Capacity are issued for non-cash consideration that issue may be for the acquisition of new resources or capital assets and, in such circumstances, the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.

• 6 It has not been decided whether the capacity to allot Equity Securities under the 10% Placement Capacity will be utilised. The allottees of the Equity Securities which may be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the allottees at the time of any issue under the 10% Placement Capacity, having regard to the following factors:

  • the purpose and quantum of the issue;

  • alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing shareholders may participate;

  • the effect of the issue of the Equity Securities on the control of the Company;

  • the timeliness of the completion of an issue under the 10% Placement Capacity compared to other alternative fundraising mechanisms;

  • the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

  • prevailing market conditions; and

  • advice from corporate, financial and broking advisers (if applicable).

• 7 The Company has not previously obtained approval under ASX Listing Rule 7.1A.

• 8 A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 4.

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Resolution 5 – Approval of Placement announced on 3 September 2012 (ordinary resolution)

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

“ That approval is hereby given, for the purpose of ASX Listing Rule 7.1 and all other purposes, to the issue of 27,500,000 ordinary fully paid shares in the Company at an issue price of 0.8 cents per share to professional and sophisticated investor clients of Taylor Collision Limited as announced on 3 September 2012.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of the ASX, disregard any votes cast on this Resolution by Taylor Collison Limited, or any person who participated in the placement and any of their associates. 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.

Explanatory Note

On 3 September 2012 the Company announced the placement of 27,500,000 ordinary fully paid shares in the Company to professional and sophisticated investor clients of Taylor Collision Limited, at an issue price of 0.8 cents per share pursuant. These shares were allotted on 7 September 2012.

ASX Listing Rule 7.1 precludes the Company issuing securities representing more than 15% of its issued capital (subject to certain exceptions) in any 12 month period unless it obtains shareholder approval. Although this placement was within the Company‟s capacity under ASX Listing Rule 7.1 when made, the issue diminishes the Company‟s future placement capacity. ASX Listing Rule 7.4 permits the Company to now seek approval of this placement from shareholders and the effect of approval will be to restore the Company‟s 15% placement capacity to the extent it has been diminished by this issue. In accordance with ASX Listing Rule 7.5 the following information is provided;

• An aggregate of 27,500,000 ordinary fully paid shares were allotted.

• The allotment price was 0.8 cents per share.

• The securities were ordinary fully paid shares ranking equally in all respects with the Company‟s issued shares.

• The allottees were professional and sophisticated investor clients of Taylor Collision Limited,

• The funds raised were for working capital.

By order of the Board

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Stephen J Lonergan Company Secretary Paradigm Metals Limited

Dated: 23 October 2012

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Paradigm Metals Limited ACN 102 747 133

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FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10:00am Monday 19[th] November 2012

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10:00am on Wednesday 21[st] November 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged as listed below:

BY MAIL - Paradigm Metals Limited, Suite 202, 122 Walker Street, North Sydney, NSW, 2060

BY FAX - + 61 2 8920 3576

IN PERSON - Paradigm Metals Limited, Suite 202, 122 Walker Street, North Sydney, NSW, 2060

EMAIL info@paradigmmetals.com.au

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

STEP 1 - Appointment of Proxy

I/We (name of shareholder) ……………………………………………………………………………………………………………..

of (address) ...........................................................................................................................................................................................

being a member/members of Paradigm Metals Limited HEREBY APPOINT

the Chairman of the Meeting (mark with an OR ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

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 at the Annual General Meeting of Paradigm Metals Limited to be held at Level 2, 122 Walker Street, North Sydney NSW 2060 on Wednesday 21[st] November 2012 at 10:00am and at any adjournment of that meeting, to act 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.

Important instructions for Resolution 1, : If the Chairman of the meeting is your proxy and you have not directed him/her how to vote on Resolution 1 the Chairman will be prevented from casting your votes on Resolution 1 . If the Chairman is your proxy, in order for your votes to be counted on Resolution 1 , you must direct your proxy how to vote on Resolution 1 .

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions

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For Against Abstain
Resolution 1 Adoption of Remuneration Report
Resolution 2 Election of Mr Graham Carman as a Director
Resolution 3 Election of Mr Brian McMaster as a Director
Resolution 4 Approval for 10% Placement Capacity for Shares (Special Resolution)
Resolution 5 Approval of Placement announced on 3 September 2012
In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies (except in relation to Resolution 1) in favour of each of the items of
business.
If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in
computing the required majority on a poll.
STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2012
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