JAMESON RESOURCES LIMITED — AGM Information 2013

Oct 15, 2013

JAMESON RESOURCES LIMITED ACN 126 398 294

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:00am WST DATE : Thursday, 14 November 2013 PLACE : UWA Club, Seminar Room 3 The University of WA Entrance 1 Hackett Drive Crawley Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9200 4473.

CONTENTS PAGE

Business of the Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	8
Glossary	19
Schedule 1 – Issues of Equity Securities since 14 November 2012	21
Proxy Form	23
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (WST) on Thursday, 14 November 2013 at UWA Club, Seminar Room 3, The University of WA, Entrance 1, Hackett Drive, Crawley Western Australia.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

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 at 5:00pm (WST) on Tuesday, 12 November 2013.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted on will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

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

• 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

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2013 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

• “ That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2013. ”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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2. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY - SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“ That, for the purposes 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 issued capital of the Company at the time of 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 Statement. ”

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 need 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.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES – FIRST TRANCHE PLACEMENT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 12,825,000 Shares on the terms and conditions set out in the Explanatory Statement. ”

Short Explanation for Resolutions 3, 4, 5 and 6: as at the date of this Notice of Meeting, the Company has undertaken a placement of 13,125,000 Shares at an issue price of $0.20 per Share, raising up to $2,625,000 ( Placement ). The Placement consists of two tranches:

• (a) on 16 August 2013, the Company issued 12,825,000 Shares ( First Tranche Placement Shares ) at an issue price of $0.20 per Share raising $2,565,000 (before costs) to sophisticated and professional investor clients of Blackswan Equities ( First Tranche Placement ); and

• (b) the second tranche of the Placement will be on the same terms to the First Tranche Placement and will comprise an issue of up to 300,000 Shares ( Second Tranche Placement Shares ) at an issue price of $0.20 per Share to raise up to $60,000 to three of the Company’s Directors (Mr David Fawcett, Mr John Holmes and Mr Terry Arthur Palm) who have indicated that they wish to participate in the Placement, subject to shareholder approval being obtained at this Meeting ( Second Tranche Placement ).

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need 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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4. RESOLUTION 4 – PARTICIPATION OF DIRECTOR IN SECOND TRANCHE PLACEMENT – MR DAVID FAWCETT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 100,000 Shares to Mr David Fawcett (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation: Refer Short Explanation detailed in Resolution 3 above.

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr David Fawcett (and his nominee) and any of their associates. However, the Company need 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.

5. RESOLUTION 5 – PARTICIPATION OF DIRECTOR IN SECOND TRANCHE PLACEMENT – MR JOHN HOLMES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 100,000 Shares to Mr John Holmes (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation: Refer Short Explanation detailed in Resolution 3 above.

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr John Holmes (and his nominee) and any of their associates. However, the Company need 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.

6. RESOLUTION 6 – PARTICIPATION OF DIRECTOR IN SECOND TRANCHE PLACEMENT – MR TERRY ARTHUR PALM

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 100,000 Shares to Mr Terry Arthur Palm (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation: Refer Short Explanation detailed in Resolution 3 above.

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Terry Arthur Palm (and his nominee) and any of their associates. However, the Company need 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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7. RESOLUTION 7 – RE-ELECTION OF DIRECTOR – MR JOHN HOLMES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“ That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr John Holmes, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

8. RESOLUTION 8 – RE-ELECTION OF DIRECTOR – MR JEFF BENNETT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Jeff Bennett, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

DATED: 11 OCTOBER 2013

BY ORDER OF THE BOARD

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SUZIE FOREMAN COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2013 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website www.jamesonresources.com.au.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 GENERAL

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the directors or the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting Consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against the adoption of the remuneration report, and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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2.3 Previous voting results

At the Company’s previous annual general meeting, the votes cast against the remuneration report at that general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4

Proxy Restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy;

You must direct your proxy how to vote on this Resolution . Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member);

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy;

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY - SHARES

3.1 GENERAL

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 2, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 3.2 below).

The effect of Resolution 2 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 2 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 2 for it to be passed.

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3.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $48,010,373.

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

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:

• (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and

• (iv) less the number of Shares cancelled in the previous 12 months.

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 Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

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3.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 2:

(a) Minimum Price

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:

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

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph 3.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

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:

• (i) 12 months after the date of this Meeting; and

• (ii) 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) (after which date, an approval under Listing Rule 7.1A ceases to be valid), ( 10% Placement Capacity Period ).

(c)

Risk of voting dilution

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.

If Resolution 2 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 below.

The table below 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 also shows 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.

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			Dilution
		$0.140	$0.280	$0.420
Number of Shares on Issue
	Issue Price (per Share)	(50% decrease in current issue price)		(50% increase in current issue price)
			(Current issue price)
	Shares issued	17,146,562	17,146,562	17,146,562
171,465,619
(Current variable A)	Funds Raised	$2,400,519	$4,801,037	$7,201,556
	Shares issued	25,719,843	25,719,843	25,719,843
257,198,429
(50% increase in A)*	Funds Raised	$3,600,778	$7,201,556	$10,802,334
	Shares issued	34,293,124	34,293,124	34,293,124
342,931,238
(100% increase in A)*	Funds Raised	$4,801,037	$9,602,075	$14,403,112

* 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.

The table above uses the following assumptions:

1. There are currently 171,465,619 Shares on issue comprising:

2. (a) 171,465,619 existing Shares as at the date of this Notice of Meeting;

3. (b) Plus a further 300,000 Shares will be issued if Resolutions 4 and 6 are passed at this Meeting; and

4. (c) 1 million Shares will be issued upon the conversion of performance rights at the option of the holder, being rights whose vesting criteria for conversion have been achieved. A further 7.8 million performance rights are on issue, however conversion into fully paid ordinary shares will require the relevant vesting criteria relating to the rights to be achieved, being the performance milestones as detailed in the Company’s 2013 Annual Financial Report, Note 15(g). An additional 6.5 million exchangeable shares may also be exchanged at the election of the holder on a one for one basis to Jameson fully paid ordinary shares and were approved by shareholders at the Annual General Meeting held 22 December 2011. A further 13.5 million exchangeable shares are on issue, however the relevant vesting criteria for the exchange into Jameson fully paid ordinary shares has not been achieved to date.

5. The current issue price set out above is the closing price of the Shares on the ASX on 10 October 2013, being $0.28.

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

7. 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.

8. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

9. 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.

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

11. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

12. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

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Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d)

Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for the continuation and acceleration of exploration on the Company’s Canadian assets (funds would then be used for further drilling, project pre-feasibility and feasibility studies and ongoing project administration) and general working capital; or

• (ii) as non-cash consideration for the acquisition of new resources assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e)

Allocation under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients 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 recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) 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;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

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

• (v) prevailing market conditions; and

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

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Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f)

Previous Approval under ASX Listing Rule 7.1A

The Company has previously obtained approval from Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 29 November 2012.

The Company has not issued any Equity Securities pursuant to the Previous Approval under Listing Rule 7.1A.

During the 12 month period preceding the date of the Meeting, being on and from 14 November 2012, the Company otherwise issued a total of 16,598,610 Shares and 2,000,000 Options which represents approximately 9.14% of the total diluted number of Equity Securities on issue in the Company on 14 November 2012, which were 203,592,009.

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 1.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

(ii) the information required by Listing Rule 3.10.5A for release to the market.

3.4 Voting Exclusion

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 2.

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – FIRST TRANCHE PLACEMENT SHARES

4.1 General

On 7 August 2013, the Company announced that it had agreed to place 13,125,000 Shares at an issue price of $0.20 per Share to raise approximately $2,600,000 (before costs) ( Placement ).

The Placement is proceeding in two tranches, consisting of:

• (a) the placement by the Company of 12,825,000 Shares ( First Tranche Placement Shares ) to sophisticated and professional investor clients of Blackswan Equities ( First Tranche Placement ); and

• (b) subject to Shareholder approval, the placement by the Company of up to 300,000 Shares ( Second Tranche Placement Shares ) to three of the

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Company’s Directors (Mr David Fawcett, Mr John Holmes and Mr Terry Arthur Palm) ( Second Tranche Placement ).

The Company engaged the services of Blackswan Equities (ACN 129 623 383) ( Blackswan Equities ), a licensed securities dealer (AFSL No. 331703), to manage the Placement. The Company agreed to pay Blackswan Equities’ a fee of 6 % (exclusive of goods and services tax) on the amount raised under the Placement.

The First Tranche Placement Shares were issued on 16 August 2013 under the Company’s 15% placement capacity.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those First Tranche Placement Shares ( Ratification ).

Approval is sought for the issue of the Second Tranche Placement Shares pursuant to Resolutions 4, 5 and 6 of this Notice of Meeting.

4.2 ASX Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the First Tranche Placement Shares, the Company will retain flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.3 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) 12,825,000 Shares were issued;

• (b) the issue price was $0.20 per Share;

• (c) the Shares were issued to clients of Blackswan Equities. None of these subscribers are related parties of the Company;

• (d) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (e) the funds raised from the issue will be applied to exploration activities on the Crown Mountain Project.

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5. RESOLUTIONS 4, 5 AND 6 – PARTICIPATION OF DIRECTORS IN SECOND TRANCHE PLACEMENT – MR DAVID FAWCETT, MR JOHN HOLMES AND MR TERRY ARTHUR PALM

5.1 General

Resolutions 4, 5 and 6 seek Shareholder approval for the issue of up to 300,000 Shares to Mr David Fawcett (or his nominee), Mr John Holmes (or his nominee) and Mr Terry Arthur Palm (or his nominee) ( Related Party Participants ) pursuant to the Second Tranche Placement, on the same terms as those Shares issued under the First Tranche Placement (refer to Resolution 3).

Further details in relation to the Second Tranche Placement are set out in Section 4.1 above.

5.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The Second Tranche Placement will result in the issue of Shares which constitutes giving a financial benefit and the Related Party Participants are related parties of the Company by virtue of being Directors.

The Directors (other than Mr David Fawcett, Mr John Holmes and Mr Terry Arthur Palm who have a material personal interest in Resolutions 4, 5 and 6) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Second Tranche Placement because the Shares will be issued to the Related Party Participants on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

5.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the Second Tranche Placement involves the issue of Shares to related parties, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

5.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 4, 5 and 6:

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• (a) the Shares will be issued to:

• (i) Mr David Fawcett (or his nominee);

• (ii) Mr John Holmes (or his nominee); and

• (iii) Mr Terry Arthur Palm (or his nominee);

• (b) the maximum number of Shares to be issued is:

• (i) 100,000 Shares to Mr David Fawcett

• (ii) 100,000 Shares to Mr John Holmes; and

• (iii) 100,000 Shares to Mr Terry Arthur Palm;

• (c) the issue price will be $0.20 per Share, being the same as all other Shares issued under the Placement;

• (d) the Shares will be issued no later than one (1) month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the issue of the Shares will occur on the same date;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in section 4.3(e) of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Second Tranche Placement as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Related Party Participants (or their respective nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

6. RESOLUTIONS 7 AND 8 – RE-ELECTION OF DIRECTORS – MR JOHN HOLMES AND MR JEFF BENNETT

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the director’s appointment or 3 year, whichever is the longer.

Clause 13.2 of the Constitution provides that:

• (a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for reelection;

• (b) the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless

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they otherwise agree among themselves) be determined by drawing lots;

• (c) a Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and

(d) in determining the number of Directors to retire, no account is to be taken of:

• (i) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or

• (ii) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

The Company currently has five Directors and accordingly two must retire.

Mr John Holmes and Mr Jeff Bennett, the Directors longest in office since their last election, retire by rotation and seek re-election.

The profiles of Mr John Holmes and Mr Jeff Bennett are detailed in the Director’s Report of the Company’s annual financial report for the year ended 30 June 2013.

This is available upon the Company’s website www.jamesonresources.com.au.

The Directors (other than Mr John Holmes) recommend that Shareholders vote in favour of Resolution 7 for the re-election of Mr John Holmes.

The Directors (other than Mr Jeff Bennett) recommend that Shareholders vote in favour of Resolution 8 for the re-election of Mr Jeff Bennett.

7. ENQUIRIES

Shareholders are requested to contact the Company Secretary, Suzie Foreman, on (+ 61 8) 9200 4473 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in section 3 of the Explanatory Statement.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Blackswan Equities means Blackswan Equities Limited (ABN 26 129 623 383).

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company or Jameson means Jameson Resources Limited (ACN 126 398 294).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

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Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2013.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

Variable A means “A” as set out in the calculation in section 3.2 of this Notice.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – ISSUES OF EQUITY SECURITIES SINCE 14 NOVEMBER 2012

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of **consideration4 **	Use of funds or intended use of funds for remaining consideration5
Issue – 21 December 2012 Appendix 3B - 31 December 2012	1,000,000	Shares2	Eligible shareholder as approved at the Shareholder meeting held on 22 December 2011 pursuant to the Dunlevy Energy acqusition Unrelated party	No issue price (non-cash consideration)	Non-cash Consideration: Consideration for the acquisition of Dunlevy Energy Inc. Shares were issued on conversion of Exchangeable Shares. Current value6= $280,000	N/A
Issue – 8 January 2013 Appendix 3B - 10 January 2013	1,000,000	Shares2	Eligible shareholder as approved at the Shareholder meeting held on 22 December 2011 pursuant to the Dunlevy Energy acqusition Unrelated party	No issue price (non-cash consideration)	Non-cash Consideration: Consideration for the acquisition of Dunlevy Energy Inc. Shares were issued on conversion of Exchangeable Shares. Current value6= $280,000	N/A
Issue – 6 May 2013 Appendix 3B - 8 May 2013	1,600,000	Shares2	Directors/related parties as approved at the Shareholder meeting held on 13 December 2011	No issue price (non-cash consideration)	Non-cash Consideration: Performance based remuneration for services provided to the Company. Shares were issued on conversion of Performance Rights “A”. Current value6= $448,000	N/A
Issue – 8 May 2013 Appendix 3B - 8 May 2013	69,444	Shares2	Eligible shareholder converting options Unrelated party	$0.15 per Share (discount 44.44%)	Cash Amount raised: $10,416.60 Shares were issued on exercise of Options.	100% funds intended to be used for administration costs.
Issue – 16 August 2013 Appendix 3B - 16 August 2013	12,825,000	Shares2	Clients of Blackswan Equities	$0.20 per Share (discount 14.89%)	Cash Amount raised: $2,565,000	100% of funds intended to be used for drilling program and geochemistry on Crown Mountain project.
Issue – 16	2,000,000	Unquoted	Blackswan	No issue price	Non-cash

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August 2013 Appendix 3B - 16 August 2013		Options3	Equities	(non-cash consideration)	Consideration: Partial consideration for services as lead manager to the placement undertaken on 16 August 2013. Current value7= $304,243	N/A
Issue – 2 October 2013 Appendix 3B - 2 October 2013	104,166	Shares2	Eligible shareholder converting options Unrelated party	$0.15 per Share (discount 54.54%)	Cash Amount raised: $15,624.90 Shares were issued on exercise of Options.	100% funds intended to be used for administration costs. Nil remaining

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the trading day prior to the date of issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: JAL (terms are set out in the Constitution).

3. Unquoted Options, exercisable at $0.20 each, on or before 31 August 2016. Unquoted Options were otherwise issued on standard terms and conditions.

4. The cash balance of the Company on 14 November 2012 was approximately $4,775,730. The aggregate amount raised from issues of Equity Securities listed in Schedule 1 is $2,591,042 The cash balance of the Company as at the date of this Notice is approximately $3,733,659. The amount spent since 14 November 2012 to the date of this Notice has been approximately $3,600,000.

5. The amount raised from issues of Equity Securities listed in Schedule 1 that remains unspent as at the date of this Notice is $2,591,042. It is proposed that these funds will be used, together with the Company’s other cash reserves, for [further exploration activities and ongoing operating expenses of the Company]. This statement as it relates to the future use of funds is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

6. Based on the closing price of the Shares ($0.28) as the context requires on the ASX on the trading day prior to the date of this Notice.

7. Black Scholes valuation of the unlisted options revised to reflect the closing price of the underlying shares ($0.28) as the context requires on the ASX on the trading day prior to the date of this Notice.

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APPOINTMENT OF PROXY FORM

JAMESON RESOURCES LIMITED ACN 126 398 294

ANNUAL GENERAL MEETING

I/We of: being a Shareholder of Jameson Resources Limited entitled to attend and vote at the Annual General Meeting, hereby appoint:

Name:

==> picture [404 x 19] intentionally omitted <==

OR: the Chair of the Annual General Meeting as my/our proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10:00 am (WST), on Thursday, 14 November 2013 at the registered office of the company , at UWA Club, Seminar Room 3, The University of WA, Entrance #1, Hackett Drive, Crawley, Western Australia and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on Business of the Annual General Meeting

			FOR	FOR	FOR	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN
Resolution	1	– Adoption of Remuneration Report
Resolution	2	– Approval 10% Placement Capacity
Resolution	3	– Approval – Ratification of Prior Issue – First Tranche Placement Shares
Resolution	4	– Participation of Mr David Fawcett in Second Tranche Placement
Resolution	5	– Participation of Mr John Holmes in Second Tranche Placement
Resolution	6	– Participation of Mr Terry Art Palm in Second Tranche Placement
Resolution	7	– Re-election of Director – Mr John Holmes
Resolution	8	– Re-election of Director – Mr Jeff Bennett

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Important for Resolutions 1, 4, 5 and 6

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1, 4, 5 and 6 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolutions 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 4, 5 and 6 and that votes cast by the Chair for Resolutions 4, 5 and 6, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 1, 4, 5 and 6, and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1, 4, 5 and 6.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

%

Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary	Shareholder 2 Director	Shareholder 3
		Director/Company Secretary

Date:

Contact ph (daytime):

Contact name:

E-mail address:

Consent for contact by e-mail: YES NO

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JAMESON RESOURCES LIMITED ACN 126 398 294

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on their behalf. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Annual General Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

( Direction to Vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of Attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate “Appointment of a Corporate Representative” evidencing the appointment may be obtained from the Company Company’s share registry or online at www.securitytransfer.com.au under the information tab, “Download Forms”.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Annual General Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Annual General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post or hand deliver to Jameson Resources Limited, Level 2, 79 Hay Street, Subiaco, WA 6008; or

• (b) facsimile to the Company on facsimile number +61 8 9200 4463; or

• (c) email to the Company at admin@jamesonresources.com.au,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

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