JAVELIN MINERALS LIMITED — Proxy Solicitation & Information Statement 2013

Jul 23, 2013

VICTORY MINES LIMITED

ABN 39 151 900 855

NOTICE OF GENERAL MEETING

TIME : 10.00am WST DATE : 26 August 2013 PLACE : Bentleys Level 1, 12 Kings Park Road WEST PERTH WA 6005

This Notice of Meeting and Explanatory Statement 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 (08) 9480 0111.

C O N TE N T S

Notice of General Meeting (setting out the proposed Resolutions) 4 Explanatory Statement (explaining the proposed Resolutions) 5 Glossary 8 Proxy Form

T I M E A N D P L AC E OF M E ET I N G A N D HO W T O V OT E

VENUE

The General Meeting of the Shareholders of Victory Mines Limited which this Notice of Meeting relates to will be held at 10.00am WST on 26 August 2013 at Bentleys, Level 1, 12 Kings Park Road, West Perth WA 6005.

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.

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

• each member has a right to appoint a proxy;

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

• a member 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 member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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 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 are 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

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• 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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N O T IC E OF G E N E R AL M E E TI N G

Notice is given that the General Meeting of Shareholders of Victory Mines Limited will be held at Bentleys, Level 1, 12 Kings Park Road, West Perth WA 6005 at 10.00am WST on 26 August 2013.

The Explanatory Statement annexed to this Notice of Meeting 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 at 5:00pm WST on 22 August 2013.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1 . R E S OL U TI O N 1 – PL AC E M E NT OF S HA R E S

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot shares up to that number of Shares, when multiplied b by the issue price, to a value of $3,000,000 at a price that is at least 80% of the average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which the issue is made; and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 1 is passed and any associate of those persons.

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.

2 . R E S OL U TI O N 2 – R ATI F I C AT I O N O F PR I O R I S S U E O F S HA R E S

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

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 10,000,000 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 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.

DATED: 23 JULY 2013

BY ORDER OF THE BOARD ELIZABETH HUNT COMPANY SECRETARY VICTORY MINES LIMITED

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E X P L A N A T O R Y S T A TE M E N T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting of Victory Mines Limited to be held at Bentleys, Level 1, 12 Kings Park Road, West Perth WA 6005 at 10:00am WST on 26 August 2013.

The 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 which are the subject of the business of the Meeting.

1. RESOLUTION 1 – PLACEMENT OF SHARES

Resolution 1 seeks shareholder approval for the issue and allotment of up to that number of Shares that, when multiplied by the issue price, will raise up to $3,000,000 on the terms set out below (‘Placement’).

The effect of Resolution 1 will be to allow the Directors to issue the Shares pursuant to the Placement during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% placement capacity.

1.1 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that (subject to certain exceptions (none of which is relevant here) prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period.

For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 1 to allow Shareholders to assess the proposed Placement for the future issue of Shares which, when multiplied by the issue price equals $3,000,000;

• (a) the Shares the subject of Resolution 1 will be issued and allotted no later than three (3) months after the date of this Meeting or such later date as approved by ASX;

• (b) the issue price of the Shares proposed to be allotted and issued will be at a price that is at least 80% of the average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which the issue is made. The table below shows the number of Shares that may be issued under Resolution 1:

	Issue Price (per Share)	Maximum number of Shares to be issued
Maximum share price over last 12 months	$0.200	15,000,000
Minimum share price over last 12 months	$0.013	230,799,230
The issue price is the closing price of the Shares on the ASX on 23 July 2013	$0.014	214,285,714
The issue price is 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares were recorded before 23 July 2013	$0.0121	247,892,729

• (c) the allottees in respect of Resolution 1 are not, as yet, identifiable, but will be subscribers to be identified by the Company and any brokers appointed by the Company to manage the issue. The allottees will not be related parties of the Company;

• (d) the Shares to be issued will rank pari-passu on allotment and issue with the existing fully paid ordinary Shares of the Company;

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• (e) the Shares to be issued will be allotted progressively as allottees are identified, however no Shares will be issued or allotted after the date which is three (3) months after the date of the Meeting.

• (f) the Company intends to use the funds raised by the issue of Shares the subject of Resolution 1, for general working capital purposes, current and potential projects, business development purposes, acquisition of new projects and consultancy fees.

1.2 Directors’ Recommendation

None of the Directors has a material personal interest in the subject matter of Resolution 1. The Board recommends Shareholders vote in favour of Resolution 1 as it will enable the Company to fund its ongoing commitments.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES

Prior to the General Meeting, the Company intends to issue up to 10,000,000 Shares at an issue price per Share that is at least 80% of the average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which the issue is made in a Placement to private and sophisticated investors.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Ratification).

2.1 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which is relevant here) prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4

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 7.4 (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

The reason for an approval under ASX Listing Rule 7.4 is to reinstate the Company’s capacity to issue up to 15% of its issued Shares without the approval of its Shareholders in any 12 month period. By ratifying this issue, the Company will retain the 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.

Technical Information Required by ASX Listing Rule 7.4

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

• (a) Up to 10,000,000 Shares will be allotted;

• (b) the issue price per Share will be at least 80% of the average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which the issue is made;

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

• (d) the Shares were allotted and issued to sophisticated and professional investors. None of these subscribers are related parties of the Company; and

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(e) the Placement will raise funds intended to be used for general working capital purposes, current and potential projects, business development purposes, acquisition of new projects and consultancy fees.

2.2 Directors’ Recommendation

None of the Directors has a material personal interest in the subject matter of Resolution 2. The Board recommends Shareholders vote in favour of Resolution 2 as it will enable the Company to refresh its 15% capacity.

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G LO S S A R Y

$ means Australian dollars.

ASX means ASX Limited (ACN 008 724 791).

ASX Listing Rules or Listing Rules means the Listing Rules of the ASX and any other rules of the ASX which are applicable while the entity is admitted to the Official List of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Board means the board of Directors.

Company means Victory Mines Limited (ABN 39 151 900 855).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

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

General Meeting means the General Meeting of the Company to be held on 26 August 2013.

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

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

Related Party has the meaning given to it by Section 228 of the Corporations Act 2001(Cth).

Resolution means a resolution to be considered at the General Meeting as contained in the Notice of Meeting.

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

Shareholder means a shareholder of the Company.

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

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PROXY FORM

APPOINTMENT OF PROXY VICTORY MINES LIMITED ACN 124 140 889

GENERAL MEETING

I/We of being a Shareholder entitled to attend and vote at the Meeting, hereby appoint Name of proxy OR the Chair as my/our proxy

or failing the person so named or, if no person is named, the Chair, 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 Meeting to be held at 10.00am WST, on 26 August 2013 at Bentleys, Level 1, 12 Kings Park Road, West Perth WA 6005, 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.

FOR AGAINST ABSTAIN

Resolution 1 Placement of Shares Resolution 2 Ratification of Placement

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 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 Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary Contact Name: _____	Date: ______ Shareholder 2 Shareholder 3 Director Director/Company Secretary ___ Contact Ph (daytime): ________

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I ns tr u cti o ns fo r C om p l et in g ‘ A p po in tm e n t o f Pr o xy ’ F orm

1. ( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. 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 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.

( 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 evidencing the appointment may be obtained from the Company.

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

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

• (a) post to Victory Mines Limited, PO Box 2007, Subiaco WA 6904; or

• (b) facsimile to the Company on facsimile number +61 8 9480 0166; or

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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