JAMESON RESOURCES LIMITED — Proxy Solicitation & Information Statement 2012

Jan 9, 2012

JAMESON RESOURCES LIMITED ACN 126 398 294

NOTICE OF EXTRAORDINARY GENERAL MEETING

TIME : 10:00 am WST DATE : Thursday, 9[th] February 2012 PLACE : Jameson Resources Limited Level 2, 79 Hay Street Subiaco 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

Notice of Extraordinary General Meeting (setting out the proposed Resolutions) Explanatory Statement (explaining the proposed Resolutions) Glossary Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am WST on Thursday, 9[th] February 2012 at the Office of Jameson Resources Limited, Level 2, 79 Hay Street, Subiaco, Western Australia.

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the 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.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they apply to this General Meeting. Broadly, the changes mean that:

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

• any directed proxies which are not voted 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

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• 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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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the Extraordinary General Meeting of Shareholders will be held at 10:00am WST on Thursday, 9[th] February 2012 at the Office of Jameson Resources Limited, Level 2, 79 Hay Street, Subiaco, Western Australia.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 10:00am WST on Tuesday, 7[th ] February 2012. Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF PLACEMENT SHARES

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, the Shareholders approve and ratify the allotment and issue of 17,217,551 Shares 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 participated in the issue and any associates of those persons. Howev er, 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.

2. RESOLUTION 2 – APPROVAL OF ISSUE OF PLACEMENT SHARES – SECOND TRANCHE

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 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 12,782,449 Shares 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 proposed issue 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.

DATED: 9[TH] JANUARY 2012

BY ORDER OF THE BOARD

SUZIE FOREMAN - COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10:00am WST on Thursday, 9[th] February 2012 at the Office of Jameson Resources Limited, Level 2, 79 Hay Street, Subiaco, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF PLACEMENT SHARES

1.1 General

On 23[rd] December 2011, the Company announced it had agreed to a two tranche placement of up to 30,000,000 Shares at a fixed price of $0.20 per Share to raise up to $6 million before costs ( Placement ).

• (a) The first tranche of the Placement was completed on or around 4 January 2012 and consisted of the issue of 17,217,551 Shares at an issue price of $0.20 per Share and raised $3,443,510 (before cost) from sophisticated and professional investors of Capital Investment Partners Pty Ltd ( CIP ) and Blackswan Equities Ltd ( Blackswan ) ( First Tranche Placement ).

• (b) The second tranche of the Placement is subject to Shareholder approval under Resolution 2. If approved, the Company will issue up to 12,782,449 Shares at an issue price of $0.20 per Share to raise up to $2,556,490 (before costs) from professional investors of CIP and Blackswan ( Second Tranche Placement ).

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for Shares issued under the First Tranche Placement.

The Placement is being jointly managed by CIP (ACN 110 468 589), a licensed securities dealer (AFSL No. 292416) and Blackswan, a licensed securities dealer (AFSL No. 331703). The Company has agreed to pay CIP and Blackswan a combined fee of 6 % (exclusive of goods and services tax) on the amount they raise under the Placement.

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 Shares under the First Tranche Placement, 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.

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1.2 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 First Tranche Placement:

• (a) 17,217,551 Shares were allotted and issued under the First Tranche Placement;

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

• (c) the Shares were allotted and issued to sophisticated and professional investor clients of Capital Investment Partners Pty Ltd and Blackswan Equities Ltd. 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 this issue will be applied to accelerate the exploration programs planned for the Crown Mountain and Dunlevy Coal Projects in British Columbia, Canada.

2. RESOLUTION 2 – APPROVAL OF ISSUE OF PLACEMENT SHARES – SECOND TRANCHE

2.1 General

Resolution 2 seeks Shareholder approval for the allotment and issue of Second Tranche Placement Shares (up to 12,782,449 Shares) to sophisticated and professional investor clients of CIP and Blackswan.

None of the subscribers pursuant to this issue will be related parties of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 2 will be to allow the Directors to issue Shares under the Second Tranche Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

2.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Second Tranche Placement:

• (a) the maximum number of Shares to be issued under the Second Tranche Placement is 12,782,449;

• (b) the Shares will be issued no later than 3 months 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 allotment will occur on the same date;

• (c) the issue price will be $0.20 per Share;

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• (d) the Shares will be allotted and issued to professional and sophisticated investor clients of CIP and Blackswan, who are not related parties of the Company;

• (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) funds raised from this issue will be applied to accelerate the exploration programs planned for the Crown Mountain and Dunlevy Coal Projects in British Columbia, Canada.

3. ENQUIRIES

Shareholders are requested to contact the Company Secretary, Ms 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.

ASX means ASX Limited or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Blackswan means Blackswan Equities Ltd (ACN 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.

CIP means Capital Investment Partners Pty Ltd (ACN 110 468 589).

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

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

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

First Tranche Placement has the meaning given to it in Section 1.1.

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

Option means an option to acquire a Share in the Company.

Optionholder means a holder of an Option.

Placement has the meaning given to it in Section 1.1.

Proxy Form means the proxy form accompanying the Notice.

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

Second Tranche Placement has the meaning given to it in Section 1.1.

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

Shareholder means a holder of a Share.

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

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PROXY FORM

APPOINTMENT OF PROXY JAMESON RESOURCES LIMITED ACN 126 398 294 RETURN FAX: + 61 (8) 9200 4463

EXTRAORDINARY GENERAL MEETING

I/We

of

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being a member of Jameson Resources Limited entitled to attend and vote at the General Meeting, hereby

Appoint

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Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10:00am WST on Thursday, 9[th] February 2012 at the Office of Jameson Resources Limited, Level 2, 79 Hay Street, Subiaco, Western Australia , and at any adjournment thereof.

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If the Chair of the General 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 Resolutions 1 to 2 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 2 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 2 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 2 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 2.

The Chair of the Meeting intends to vote undirected proxies in favour of each of Resolutions 1 to 2.

OR

Voting on Business of the General Meeting

Voting on Business of the General Meeting
	FOR			AGAINST ABSTAIN
Resolution 1 – Ratification of Previous Issue of Placement Shares
Resolution 2 – Approval of Issue of Placement Shares– Second Tranche
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.
If two proxies are being appointed, the proportion of voting rights this proxy represents is							%
Signature of Member(s):	Date: ____
Individual or Member 1 Member 2	Member 3
Sole Director/Company Director	Director/Company Secretary
Secretary

Contact Name: _____ Contact Ph (daytime): ________

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JAMESON RESOURCES LIMITED ACN 126 398 294

Instructions for Completing ‘Appointment of Proxy’ Form

1.

2.

( Appointing a Proxy ): A member entitled to attend and vote at the General Meeting, is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

• ( New sections 250BB and 250BC of the Corporations Act ): These sections came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

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

• any directed proxies which are not voted 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

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• 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.

4.

( Signing Instructions ):

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

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

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

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

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

• (b) post to Jameson Resources Limited, PO BOX 1424, West Perth, WA 6872;

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

• (d) 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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