IODM LIMITED — Proxy Solicitation & Information Statement 2008

Jul 10, 2008

PARADIGM METALS LIMITED (ACN 102 747 133)

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NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

IMPORTANT INFORMATION This is an important document and should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

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PARADIGM METALS LIMITED ACN 102 747 133 (“Company”)

Notice is hereby given that a general meeting of members of the Company will be held at Suite 202, 122 Walker Street, North Sydney, 2060 on 12 August 2008 at 10.00am to consider and, if thought fit, to pass the following resolution.

GENERAL BUSINESS

Subsequent approval of issue of securities to Sempra Metals & Concentrates LLC (“Sempra Metals”) (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 8,000,000 shares and 2,000,000 options to Sempra Metals on the terms and conditions described in the Explanatory Memorandum which is attached to and forms part of this Notice.”

OTHER BUSINESS

To transact any other business that may be lawfully transacted at the Meeting.

Dated this 11th day of July 2008

BY ORDER OF THE BOARD

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…………………….

Stephen J Lonergan Company Secretary

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NOTES

Entitlement to Vote

For the purpose of determining a person’s entitlement to vote at the Meeting, a person will be recognised as a member and holder of shares if that person is registered as a holder of those shares at 10.00am 11 August 2008.

Voting Restrictions

In accordance with Listing Rule 14.11 a vote in respect of the Resolution will be disregarded by the Company if it is cast by:

• Sempra Metals; or

• any associate of Sempra Metals.

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.

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 member can appoint an individual or body corporate as proxy. If you appoint a body corporate, that body corporate must appoint an individual to represent and exercise its powers in accordance with section 250D of the Corporations Act.

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 that each proxy may exercise, each proxy may exercise half of the votes. A form of proxy is attached to this Notice.

Forms to appoint proxies and the power of attorney or other authority, if any, under which a proxy is signed, or a certified copy of the power of attorney, must be lodged at Suite 202, 122 Walker Street, North Sydney, 2060 or sent by facsimile to 61 2 8920-3576 no later than 48 hours before the meeting.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice convening a Meeting of members of the Company to be held on 12 August 2008. This Explanatory Memorandum is to assist members in understanding the background and the legal and other implications of the Notice and the reasons for the Resolution proposed.

The Board of Paradigm recommends that members carefully read this Explanatory Memorandum before making any decision in relation to the proposed Resolution.

INTRODUCTION

On 6 May 2008 the Company announced that leading US based global metal commodities trading company, Sempra Metals and Concentrates LLC (Sempra Metals) had agreed to take an 11% stake in the Company via a private placement.

The placement comprised 8,000,000 fully paid ordinary shares at 10 cents per share and 2,000,000 options having an exercise price of 20 cents each, for an aggregate subscription of $800,000. Pursuant to the placement, on 8 May 2008 the Company issued to Sempra Metals 8,000,000 shares and 800,000 options. On 3 July 2008 the Company issued the remaining 1,200,000 options.

Listing Rules 7.1 and 7.4 – Issue of more than 15% of the securities of the Company

Under Chapter 7 of the ASX Listing Rules there are limitations on the capacity of a company to enlarge its capital by the issue of equity securities in any 12-month period without shareholder approval. The limitation is to 15% of the company’s listed class of securities.

The issue of the shares and options to Sempra Metals represents, in number, 14% of the issued shares of the Company on a fully diluted basis. Security issues which are approved by shareholders under Listing Rule 7.4 after the issue, are exempted from being counted within the 15% limit. Accordingly, the purpose of Resolution 1 is to meet the requirements of Listing Rule 7.4 so that the issue to Sempra Metals of 8,000,000 shares and 2,000,000 options is not counted within this 15% limit.

The following information is included in this Explanatory Memorandum for the purposes of Listing Rule 7.5.

Shares

• The number of shares in respect of which approval is sought under Listing Rule 7.4 is 8,000,000.

• The shares were issued at an issue price of 10 cents per share paid by Sempra Metals in cash.

• The shares are ordinary fully paid shares which are listed and which rank pari passu with the Company’s other listed shares.

• Proceeds received from the issue of the shares are being used principally to fund a drilling programme at the Company’s Frogmore Copper Project in NSW.

Options

• The number of options is respect of which approval is sought under listing rule 7.4 is 2,000,000 options.

• The options were issued as a package with the shares referred to above.

• Each option has an exercise price of 20 cents and may be exercised at any time within 5 years from its date of issue. Additional terms are set out in Schedule 1.

• No funds were received by the Company specifically attributable to the options.

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SCHEDULE 1

1. REORGANISATION OF CAPITAL

If there is a reorganisation of Paradigm’s capital, the rights of the Optionholder will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

2. COVENANTS BY PARADIGM

Until the date of the expiry of the Options, Paradigm must ensure that Sempra Metals is given notice of all general meetings of Paradigm and of all resolutions to be considered at those meetings.

3. VOTING AND DIVIDENDS

Options do not entitle Sempra Metals to vote at any meeting of members of Paradigm in respect of the Options and Options do not confer an entitlement to receive a dividend declared or paid by Paradigm. Subject to clause 7, Sempra Metals is not permitted to participate in a bonus issue or new issue of securities in respect of an Option held by Sempra Metals prior to issue of ordinary shares to Sempra Metals pursuant to the exercise of an Option.

4. DE-LISTING OF PARADIGM SHARES

• (a) If, at any time, Paradigm ceases to be admitted to ASX’s official list or ordinary shares in the capital of Paradigm cease to be quoted on the ASX due to an acquisition or change of control, Paradigm must promptly notify Sempra Metals of such event ( De-Listing ).

• (b) If Sempra Metals and the acquiror of Paradigm (or of control of Paradigm) have failed to agree upon the terms of an exchange of the Options for options with respect to the shares of the acquiror within 10 Business Days of the completion of the acquisition or change of Control, then Sempra Metals may, at its sole discretion, by written notice to Paradigm, elect to dispose of its Options in accordance with this clause 4. If Sempra Metals gives that notice, then, within 20 business days after the De-Listing, the parties must agree on a valuation of Options then held by Sempra Metals, utilising the Black-Scholes Option Pricing Model.

• (c) If the parties cannot agree upon a valuation for the Options within such 20 Business Day period, then either party may request that a valuation employing the Black-Scholes Option Pricing Model be conducted by an independent accountant at an internationally recognised accounting firm which has not performed services for either party or their Related Bodies Corporation during the past 5 years ( Independent Appraiser ).

• (d) The Independent Appraiser must be agreed upon and appointed by the parties and the cost of the Independent Appraiser must be borne by the parties equally.

• (e) If, within 10 Business Days of a party requesting a valuation by an Independent Appraiser, the parties fail to agree on an Independent Appraiser, then each party will appoint (at its own expense) an Independent Appraiser within 5 business days.

• (f) Each party must instruct its Independent Appraiser to value the Options then held by Sempra Metals employing the Black-Scholes Option Pricing Model within 10 business days after its appointment.

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• (g) The parties must exchange valuation figures promptly following receipt from their respective Independent Appraiser. The mean of the two valuations will be taken as the valuation of the Options for the purposes of this clause.

• (h) In the event that a valuation of the Options under this clause 4 results in a positive valuation, Paradigm (or it successors in interest) may pay such amount to Sempra Metals within 5 Business Days of the determination of that valuation, whereupon the related Options shall be returned to Paradigm for cancellation.

5.

SALE OF OPTIONS

Subject to compliance with the requirements of the Corporations Act and the Listing Rules, Sempra Metals may at any time, sell or transfer all or some of its Options to any person.

6.

RIGHTS ISSUES

In accordance with ASX Listing Rule 6.22 (as may be amended from time to time), if there is a pro-rata issue (except a bonus issue) to the holders of the underlying securities, the exercise price of an Option may be reduced according to the following formula:

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Where:

• O' = the new exercise price of the Option.

• O = the old exercise price of the Option.

• E = the number of underlying securities into which one option is exercisable. (NB. E is 1 unless the number has changed because of a bonus issue).

• P = the average market price per security (weighted by reference to volume) of the underlying securities during the five trading days ending on the day before the ex-rights or ex-entitlement date.

• S = the subscription price for a security under the pro-rata issue.

• D

• N

• = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro-rata issue).

• = the number of securities with rights or entitlements that must be held to receive a right to one new security.

Unless otherwise defined in this deed, words and expressions in this clause 6 have the meaning ascribed under the ASX Listing Rules.

7.

BONUS ISSUES

In accordance with ASX Listing Rule 6.22.3 (as may be amended from time to time), if there is a bonus issue to the holders of the underlying securities, the number of securities over which an Option is exercisable will be increased by the number of securities which Sempra Metals would have received if the Option had been exercised before the record date for the bonus issue. Unless otherwise defined in this deed, words and expressions in this clause 7 have the meaning ascribed under the ASX Listing Rules.

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8. ORDINARY SHAREHOLDER AND ASX APPROVALS

• 8.1 This clause applies if Sempra Metals is an option holder and the approval of the ASX, a Governmental Agency or the ordinary shareholders ( Relevant Approval ) is required to enable Sempra Metals to exercise an Option or to receive entitlements under clause 6 and 7 ( Entitlements ) provided that any approval by Ordinary Shareholders under Section 611, item 7 of the Corporations Act shall not be a Relevant Approval.

• 8.2 Sempra Metals may request Paradigm to apply for or otherwise procure the Relevant Approval.

• 8.3 Paradigm will, as soon as possible after receiving a request referred to in clause 8.2, make, sign and do all acts, matters and things necessary in order to apply for and obtain the Relevant Approval and comply with any conditions which may be attached to the Relevant Approval.

• 8.4 For the avoidance of doubt, exercise of Options and issue of Entitlements for which no Relevant Approval is required will take place in accordance with this deed to the greatest extent possible, despite the need for the Relevant Approval to exercise some of the Options or to receive some of the Entitlements.

• 8.5 If Paradigm has not, for any reason, obtained all the Relevant Approvals by the date 3 months after the date of receiving the initial request under clause 8.2, then Paradigm must consult with Sempra Metals with a view to determining whether the Relevant Approval can be obtained. Paradigm must comply with the reasonable directions of Sempra Metals in relation to taking all steps which may be available to Paradigm to obtain the Relevant Approval.

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Paradigm Metals Limited ACN 102 747 133

SHAREHOLDER MEETING PROXY FORM

The Company Secretary Paradigm Metals Limited Registered Office Address: Suite 202, 122 Walker Street, North Sydney, AUSTRALIA 2060 Facsimile: +61 2 8920-3576

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 General Meeting as my/our proxy to vote for me/us and on my/our behalf at the Meeting of Shareholders of the Company to be held at Suite 202, 122 Walker Street, North Sydney, AUSTRALIA 2060 on 12 August 2008 commencing at 10.00am and at any adjournment of the meeting.

The Chairman intends to vote undirected proxies in favour of the resolution placed before the meeting.

If the Chairman of the meeting is appointed as your proxy or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of the resolution, 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 that votes cast by the Chairman of the meeting for the resolution other than as proxy holder be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not 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.

If you do wish to direct the 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 Approve issue of securities to Sempra Metals & � � � Concentrates LLC under Listing Rule 7.4

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 _(insert number or proportion of votes) and Proxy 2 represents (insert number or proportion of votes) of my total votes My total voting right is _ shares

If the shareholder is an individual:

Signature: ________

Name: ___________

If the shareholder is a company:

Affix common seal (if required by Constitution)

_____ ______ Director/Sole Director and Secretary Director/Secretary

Dated: 2008.

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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 Meeting as the shareholder’s proxy. A proxy need not be a shareholder of the Company.

2. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. 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 Meeting, by post or facsimile 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 the resolution 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.

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