KING RIVER RESOURCES LIMITED - AGM Information 2008

NIPLATS AUSTRALIA LIMITED

ABN 67 100 714 181

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

DATE OF MEETING Friday, 28 November 2008

TIME OF MEETING 9:00am WDT PLACE OF MEETING Level 22, 77 St Georges Terrace Perth, Western Australia

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

NIPLATS AUSTRALIA LIMITED

ABN 67 100 714 181

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the shareholders of NiPlats Australia Limited (" Company ") will be held at Level 22, 77 St Georges Terrace, Perth, Western Australia on Friday, 28 November 2008 at 9:00am WDT for the purpose of transacting the following business.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice of Annual General Meeting.

Please note terms used in the Resolutions contained in this Notice of Annual General Meeting have the same meaning as set out in the glossary of the Explanatory Memorandum accompanying this Notice.

AGENDA

BUSINESS

Item 1 – Financial Statements and Reports

To receive and consider the annual financial report, together with the Director’s and auditor’s reports for the financial year ending 30 June 2008.

Resolution 1 – Approval of Remuneration Report

To consider and, if thought fit, to pass, the following advisory only resolution :

" That, for all purposes, Shareholders approve the Remuneration Report for the financial year ending 30 June 2008 ".

Resolution 2 – Re-election of Derek Carew-Hopkins

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

" That, Derek Carew-Hopkins, who retires pursuant to clause 7.1(c) of the Company’s Constitution and, being eligible offers himself for re-election, is re-elected as a Director ".

Resolution 3 – Grant of Incentive Options to Mr Derek Carew-Hopkins

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

(a) "That, subject to Resolution 2 being passed and for the purposes of section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the Company be authorised to issue to Mr Derek Carew-Hopkins (or his nominee or nominees) 100,000 Class C Incentive Options, each exercisable on or before 30 June 2012 at an exercise price of 50 cents each, for no consideration, on the terms and conditions set out in Annexure A to the Explanatory Memorandum accompanying this Notice of Annual General Meeting."
(b) "That, subject to Resolution 2 being passed and for the purposes of section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the Company be authorised to issue to Mr Derek Carew-Hopkins (or his nominee or nominees) 100,000 Class D Incentive Options, each exercisable on or before 30 June 2012 at an exercise price of 65 cents each, for no consideration, on the terms and conditions set out in Annexure B to the Explanatory Memorandum accompanying this Notice of Annual General Meeting."
(c) "That, subject to Resolution 2 being passed and for the purposes of section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the Company be authorised to issue to Mr Derek Carew-Hopkins (or his nominee or nominees) 100,000 Class E Incentive Options, each exercisable on

or before 30 June 2012 at an exercise price of 80 cents each, for no consideration, on the terms and conditions set out in Annexure C to the Explanatory Memorandum accompanying this Notice of Annual General Meeting."

For the purposes of Listing Rule 10.13.6 and section 224 of the Corporations Act, the Company will disregard any votes cast on Resolutions 3(a), 3(b) or 3(c) by Mr Carew-Hopkins and any associate of Mr Carew-Hopkins. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person entitled to vote, in accordance with the directions on the proxy form or by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy forms as the proxy decides,

Explanatory Memorandum

The accompanying Explanatory Memorandum forms part of this Notice of Annual General Meeting and should be read in conjunction with it.

Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Memorandum.

Proxies

Please note that:

a) a Shareholder entitled to attend and vote at the annual general meeting is entitled to appoint a proxy; b) a proxy need not be a member of the Company;
c) a Shareholder may appoint a body corporate or an individual as its proxy; d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and
e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing the proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, should provide that person with a certificate or letter executed in accordance with the Corporations Act authorizing him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 9:00am (WDT) on 26 November 2008. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

By order of the Board of Directors

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Mr Richard Wolanski Director/Company Secretary NiPlats Australia Limited

Dated: 28 October 2008

NIPLATS AUSTRALIA LIMITED ABN 67 100 714 181

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for Shareholders in NiPlats Australia Limited (" Company ") in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Level 22, 77 St Georges Terrace, Perth, Western Australia on Friday, 28 November 2008 commencing at 9:00am (WDT).

The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions. This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting. Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the Glossary as contained in this Explanatory Memorandum.

1. RESOLUTION 1 – APPROVAL OF REMUNERATION REPORT

Section 249L(2) of the Corporation Act requires a company to inform shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporation Act requires a resolution that the Remuneration Report be adopted must be put to the vote. Resolution 1 seeks this approval. However, in accordance with section 250R(3) of the Corporation Act, Shareholders should note that Resolution 1 is an “advisory only” resolution which does not bind the Directors of the Company.

Following consideration of the Remuneration Report, the Chairman, in accordance with section 250SA of the Corporation Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

2. RESOLUTION 2 – RE-ELECTION OF DEREK CAREW-HOPKINS

Listing Rule 14.4 and clause 7.1(c) of the Constitution requires that any Director appointed by the Board, either to fill a casual vacancy or as an addition to the Board, must retire at the next Annual General Meeting following his or her appointment, but is eligible for re-election at that Annual General Meeting.

Derek Carew-Hopkins was appointed by the Directors as an addition to the Board since the last Annual General Meeting and now retires. Being eligible he offers himself for re-election as a Director.

Each of the Directors recommends re-election of Mr Carew-Hopkins.

Details of Mr Carew-Hopkins are as follows:

Derek Carew-Hopkins (Non Executive Director) B.Eng (Civil)

Mr Carew-Hopkins has extensive experience in engineering and is a specialist in water and environmental issues. As the Director General of the Department of Environment, Mr Carew-Hopkins had responsibility for a diverse range of environmental and water related regulation, assessment and investigation including a significant agenda of new initiatives across the environment portfolio. He left Government in 2006 and now runs a consultancy specialising in guiding development projects through the approval processes.

Mr Carew-Hopkins has a Bachelor of Civil Engineering from the University of Central Queensland and is an accredited Mediator in dispute resolution. He spent the early part of his career in mining and construction project management and many years in water supply development. He is well known for his expertise in groundwater investigations and wellfield development and dispute resolution

3. RESOLUTION 3 – ISSUE OF INCENTIVE OPTIONS TO DIRECTOR

Resolutions 3 Issue of Incentive Options to Director

Resolution 3 seeks the approval of Shareholders to issue a total of 300,000 Incentive Options in three (3) separate tranches to Mr Derek Carew-Hopkins, a Director of the Company.

The Options will be issued to the Director in recognition of services provided to and his personal contribution to the Company. The Company proposes to issue the 300,000 Incentive Options to Mr Carew-Hopkins, or his nominee(s), as follows:

Director	Class C Incentive Options exercisable at 50 cents	Class D Incentive Options exercisable at 65 cents	Class E Incentive Options exercisable at 80 cents
Derek Carew-Hopkins	100,000	100,000	100,000
Total	100,000	100,000	100,000

The Incentive Options shall be issued in 3 tranches and will vest upon shareholder approval and are each exercisable at 50, 65 or 80 cents respectively each on or before 30 June 2012. The full terms and conditions of the Incentive Options to be granted to the Director or their nominee(s) are set out in Annexure A, B & C to this Explanatory Memorandum.

The issue of Options to a Director of the Company constitutes the giving of a financial benefit to a related party which requires approval from the Shareholders under the Corporations Act and the Listing Rules.

Corporations Act

Section 208 of the Corporations Act prohibits a company from giving a financial benefit to a related party without first obtaining shareholder approval. As Mr Carew-Hopkins is a Director of the Company, the Incentive Options proposed to be issued as contemplated by Resolutions 3 (a), (b) and (c) constitutes the provision of a financial benefit to a related party of the Company.

Accordingly, the following information is provided in accordance with section 219 of the Corporations Act to enable Shareholders to assess the merits of these resolutions.

a) The related party to whom the proposed resolutions would permit the financial benefit to be given

A total of 300,000 Incentive Options will be issued in 3 tranches to Mr Derek Carew-Hopkins, a Director of the Company under Resolutions 3 (a), (b) and (c).

b) The nature of the financial benefit

The nature of the financial benefit is the proposed issue of 300,000 Incentive Options in 3 tranches to Mr Derek Carew-Hopkins, a non-executive Director of the Company under Resolutions 3 (a), (b) and (c). The Incentive Options are issued for no consideration and will be issued on the terms and conditions set out in this Explanatory Memorandum and in Annexure A, B and C.

c) Black and Scholes Valuation

The Black and Scholes option pricing model ("B&S Model") has been applied in providing valuation information in respect of the Incentive Options to be granted to the Director.

The B&S Model is based on a number of assumptions, including an assumption that the Incentive Options being valued can be exercised at any time on or before the Expiry Date. In addition, the B&S Model assumes that there is a liquid market for the Incentive Options. Because the B&S Model assumes a liquid market, the amount calculated by the B&S Model represents a maximum theoretical value. In assessing the indicative fair value of the Incentive Options, a 30% discount has been applied for lack of marketability (on the basis that the options will be unlisted and only transferable under certain conditions, please see Annexures A, B and C).

The following values have been calculated for the Incentive Options using the B&S Model based on the following assumptions and variables:

Assumptions

that the Incentive Options can be exercised at any time during the period after the Vesting Date;
there are no transaction costs, options and shares are infinitely divisible, and information is available to all without cost;
short selling is allowed without restriction or penalty;
the risk free interest rate is known and constant throughout the duration of the option contract;
the underlying shares do not currently pay a dividend; and
share prices behave in a manner consistent with a random walk in continuous time.

Variables

Share price of $0.41 (based on the Company's closing Share price on 1 August 2008 being the date of the grant of the Incentive Options);
a risk free interest rate of 4.21%;
the Expiry Date; and
exercise price of $0.50 and $0.65 and $0.80 respectively.

Incentive Option Exercise price	Volatility Factor	Value of Tranche 1 Incentive Option($)
50 cents	70_%_	0.017
65 cents	70_%_	0.013
80 cents	70_%_	0.010

Any change in the variables applied in the B&S Model between the date of the valuation and the date the Incentive Options are granted would have an impact on their value.

Other information

Under the Australian Equivalent of IFRS, the Company is required to expense the value of the Incentive Options in its statement of financial performance for the current financial year. Other than as disclosed in this Explanatory Memorandum, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments (including opportunity costs or taxation consequences) for the Company or benefits foregone by the Company in issuing the Incentive Options pursuant to Resolutions 3 (a), (b) and (c).

Neither the Directors nor the Company are aware of other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by Resolutions 3 (a), (b) and (c).

d) Director’s recommendation

Mr Carew-Hopkins expresses no opinion and makes no recommendation in respect of the resolution that applies specifically to him. Otherwise all other Directors recommend that Shareholders vote in favour of these resolutions for the reasons set out in the Explanatory Statement and on the basis that, in their opinion, the proposed issue of Incentive Options:

i. is a fair and reasonable alternative to additional cash payment of Director’s fees;
ii. in consideration and recognition of the services provided or to be provided by the nonexecutive Directors to the Company and the number of Incentive Options proposed to be issued is fair, reasonable and reflective of the contribution they have and will make to the Company; and
iii. is necessary to reflect remuneration benefits to non-executive Directors by company’s operating in the Company’s industry and in an international business environment.

e) Director’s interest in the proposed resolution

Mr Carew-Hopkins has a direct material interest in the outcome of the Resolutions 3 (a), (b) and (c). No other Director has a material interest in the outcome of Resolutions 3 (a), (b) and (c).

f) Any other information that is reasonably required by the members to make a decision and that is known to the Company or any of its Directors

As at 27 October 2008, the current Share and Option holding (both direct and indirect) of Mr Carew-Hopkins is as follows:

Director	Shares	Options
Mr Derek Carew-Hopkins	nil	nil

As at 27 October 2008, the Company has 74,800,000 Shares on issue. The highest and lowest market sale price of the Shares in the Company during the twelve months immediately preceding the lodgement of this Notice of Annual General Meeting with the ASIC was $1.60 in November 2007 and $0.095 in October 2008 respectively. The closing market sale price of the Company’s Shares on the ASX on 27 October 2008 (the date before the lodgement date of this Notice of Annual General Meeting with the ASIC) was $0.095.

As at 27 October 2008, the Company has the following unlisted Options on issue.

Number	Exercise Price	Expiry Date
5,000,000	$0.20	30 June 2012
200,000	$0.45	31 March 2013

If all of the Options under these resolutions were exercised, and no other Shares were issued by the Company (including Shares pursuant to the exercise of existing Options to acquire Shares or other Options referred to in this Explanatory Memorandum), the Company’s cash reserves would be increased and the shareholding of existing Shareholders would, based on the current issued capital of the Company, be diluted by approximately 0.40%.

In addition to the Options proposed to be issued to Mr Carew-Hopkins under Resolutions 3 (a), (b) and (c), the Company pays the following remuneration to Mr Carew-Hopkins:

Director Mr Derek Carew-Hopkins	Salary/Fees p.a. ($)	Value of Incentive Options ($)	Total Financial Benefit ($)
	32,700	4,000	36,700

Listing Rules

Listing Rule 10.11 provides that a company must not issue equity securities (including options to acquire shares) to a director of a company without first obtaining shareholder approval.

As noted above, Mr Derek Carew-Hopkins is a Director of the Company and a related party of the Company for the purposes of Listing Rule 10.11. Accordingly, the Company seeks Shareholder approval under Listing Rule 10.11 for the issue of the Incentive Options referred to in Resolutions 3 (a), (b) and (c).

The issue price and the terms of issue are detailed above. No funds will be raised from the issue. Funds will be raised on the eventual exercise of the Incentive Options, however there is no guarantee that the Incentive Options will be exercised at any future time.

In the event that the Incentive Options are exercised, the following amounts will need to be paid to the Company by Mr Carew-Hopkins:

Director	Amount to be paid
Mr Derek Carew-Hopkins	$195,000

The Company will therefore receive a total of $195,000 from the Director should all the Incentive Options be exercised.

The Incentive Options will be issued to Mr Carew-Hopkins as soon as practicable after the date of the Annual General Meeting or in any event no later than 1 month from the date of this Annual General Meeting.

GLOSSARY

" $ " means Australian dollars, the legal currency of Australia;

" ASIC " means the Australian Securities and Investments Commission;

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" Board " means the board of Directors of the Company;

" Company " means NiPlats Australia Limited ABN 67 100 714 181;

" Corporations Act " means the Corporations Act 2001 (Cth);

" Director (s) " means a current director of the Company;

“ Expiry Date ” means on or before 30 June 2012:

" Explanatory Memorandum " means the Explanatory Memorandum attached to the Notice;

" Incentive Options " means Options exercisable at 50, 65 or 80 cents each on or before 30 June 2012 and otherwise on the terms and conditions set out in Annexure A ,B & C to this Explanatory Memorandum;

" Listing Rules " means the Listing Rules of ASX;

" Meeting " means the general meeting the subject of this Notice;

" Notice " or " Notice of Annual General Meeting " means the notice of meeting which accompanies this Explanatory Memorandum;

" Option " means an option to acquire a Share;

" Remuneration Report " means the section of the Director’s report entitled “remuneration report”;

" Resolution " means a resolution referred to in the Notice;

" Share " means a fully paid ordinary share in the Company;

" Shareholder " means a current shareholder of the Company;

“ Vesting Date ” means the date Shareholder’s approve Resolutions 3 (a), (b) or (c); and

" WDT " means Australian Western Daylight Saving Time.

ANNEXURE A

TERMS OF CLASS C INCENTIVE OPTIONS

The terms and conditions of the Class C Incentive Options are:

General
1.1 No monies will be payable for the issue of the options.
1.2 A certificate will be issued for the options.
1.3 The options shall expire at 5 pm on 30 June 2012 (" Expiry Date ").
1.4 Each option shall carry the right to subscribe for one fully paid ordinary share in the Company (" Share ").
1.5 Options may be exercised in whole or in part in parcels. An exercise of only some options shall not affect the rights of the Optionholder, to the balance of the options held by the Optionholder.
1.6 The Shares allotted on the exercise of the options shall be issued at an exercise price of $0.50 each (" Exercise Price ").
1.7 The Exercise Price for the options being exercised shall be payable in full on exercise of those options.
1.8 Subject to clauses 1.9 and 2.2 the options may be exercised by the Optionholder upon shareholder ratification of the issue of options.
- (" Exercise Conditions "). For the avoidance of doubt, in the event that the shareholders do not ratify the options, the options shall not be exercisable.
1.9 Notwithstanding clause 1.8, all options may be exercised:
- (a) during a Bid Period; or
- (b) at any time after a Change of Control Event has occurred; or
- (c) on an application under section 411 of the Corporations Act, if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company.

(" Bid Period ") in relation to a takeover bid in respect of shares in the Company, means the period referred to in the definition of that expression in section 9 of the Corporations Act provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the Bid Period shall be deemed to have commenced at the time of that announcement.

(" Change of Control Event ") means a shareholder, or a group of associated shareholders, becoming entitled to sufficient shares in the Company to give it or them the ability and that ability is successfully exercised, in a general meeting, to replace all or a majority of the Board.

1.10 The Board may, at its discretion, by notice to the Optionholder reduce, waive or vary (provided such variation is not adverse to the Optionholder) the Exercise Conditions in whole or in part at any time.
1.11 Options are only exercisable by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of options being exercised and must be accompanied by:
(a) the option certificate for those options, for cancellation by the Company; and
(b) payment for the Exercise Price for each Share to be issued on exercise of the options specified in the notice.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) by the Expiry Date.

1.12 The Company shall allot the resultant Shares and deliver the holding statements within 10 Business Days of the exercise of the options.

1.13 Options may be exercised into Shares to be held in the name of the Optionholder or his nominee.
1.14 The options shall not be listed for quotation to the official list of ASX.
1.15 Subject to the Corporations Act, ASX Listing Rules and the Constitution of the Company, the options are freely transferable.
1.16 Shares allotted pursuant to an exercise of options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.
1.17 The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of options listed for quotation to the official list of ASX, if the Company is listed on the ASX at the time.
1.18 The Optionholder is not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless:
(a) the Optionholder has become entitled to exercise the options under clause 1.8; and
(b) the Optionholder exercises the options before the record date for the determination of entitlements to the new issue of securities and participates as a result of being holders of Shares.

The Company must give the Optionholder, in accordance with the Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

1.19 If there is a bonus share issue (" Bonus Issue ") to the holders of Shares, the number of Shares over which an option is exercisable will be increased by the number of Shares which the Optionholder would have received if the option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank pari passu in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.
1.20 If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the currency of, and prior to the exercise of any options, the Exercise Price of an option will be adjusted in the manner provided for in the Listing Rules (whether or not the Company is listed on the ASX at the time).
1.21 If, prior to the expiry of any options, there is a reorganisation of the issued capital of the Company, then the rights of Optionholder (including the number of options to which each a Optionholder is entitled and the Exercise Price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation (whether or not the Company is listed on the ASX at the time).
1.22 The options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant options.
Lapse of Options
2.1 Options not validly exercised on or before the Expiry Date will automatically lapse.
2.2 If at any time prior to the Expiry Date an Optionholder dies, the deceased Optionholder's Legal Personal Representative may:
- (a) elect to be registered as the new holder of the deceased Optionholder's options;
- (b) whether or not he or she becomes so registered, exercise those options in accordance with and subject to these terms as if he were the Optionholder of them; and
- (c) if the deceased Optionholder had already given the Company a notice of exercise of his or her options, pay the Exercise Price in respect of those options.

ANNEXURE B

TERMS OF CLASS D INCENTIVE OPTIONS

The terms and conditions of the Class D Incentive Options are:

General
1.1 No monies will be payable for the issue of the options.
1.2 A certificate will be issued for the options.
1.3 The options shall expire at 5 pm on 30 June 2012 (" Expiry Date ").
1.4 Each option shall carry the right to subscribe for one fully paid ordinary share in the Company (" Share ").
1.5 Options may be exercised in whole or in part in parcels. An exercise of only some options shall not affect the rights of the Optionholder, to the balance of the options held by the Optionholder.
1.6 The Shares allotted on the exercise of the options shall be issued at an exercise price of $0.65 each (" Exercise Price ").
1.7 The Exercise Price for the options being exercised shall be payable in full on exercise of those options.
1.8 Subject to clauses 1.9 and 2.2 the options may be exercised by the Optionholder upon shareholder ratification of the issue of options.
- (" Exercise Conditions "). For the avoidance of doubt, in the event that the shareholders do not ratify the options, the options shall not be exercisable.
1.9 Notwithstanding clause 1.8, all options may be exercised:
- (a) during a Bid Period; or
- (b) at any time after a Change of Control Event has occurred; or
- (c) on an application under section 411 of the Corporations Act, if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company.

1.10 The Board may, at its discretion, by notice to the Optionholder reduce, waive or vary (provided such variation is not adverse to the Optionholder) the Exercise Conditions in whole or in part at any time.
1.11 Options are only exercisable by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of options being exercised and must be accompanied by:
(a) the option certificate for those options, for cancellation by the Company; and
(b) payment for the Exercise Price for each Share to be issued on exercise of the options specified in the notice.

1.12 The Company shall allot the resultant Shares and deliver the holding statements within 10 Business Days of the exercise of the options.

1.13 Options may be exercised into Shares to be held in the name of the Optionholder or his nominee.
1.14 The options shall not be listed for quotation to the official list of ASX.
1.15 Subject to the Corporations Act, ASX Listing Rules and the Constitution of the Company, the options are freely transferable.
1.16 Shares allotted pursuant to an exercise of options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.
1.17 The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of options listed for quotation to the official list of ASX, if the Company is listed on the ASX at the time.
1.18 The Optionholder is not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless:
(a) the Optionholder has become entitled to exercise the options under clause 1.8; and
(b) the Optionholder exercises the options before the record date for the determination of entitlements to the new issue of securities and participates as a result of being holders of Shares.

The Company must give the Optionholder, in accordance with the Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

1.19 If there is a bonus share issue (" Bonus Issue ") to the holders of Shares, the number of Shares over which an option is exercisable will be increased by the number of Shares which the Optionholder would have received if the option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank pari passu in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.
1.20 If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the currency of, and prior to the exercise of any options, the Exercise Price of an option will be adjusted in the manner provided for in the Listing Rules (whether or not the Company is listed on the ASX at the time).
1.21 If, prior to the expiry of any options, there is a reorganisation of the issued capital of the Company, then the rights of Optionholder (including the number of options to which each a Optionholder is entitled and the Exercise Price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation (whether or not the Company is listed on the ASX at the time).
1.22 The options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant options.
Lapse of Options
2.1 Options not validly exercised on or before the Expiry Date will automatically lapse.
2.2 If at any time prior to the Expiry Date an Optionholder dies, the deceased Optionholder's Legal Personal Representative may:
- (a) elect to be registered as the new holder of the deceased Optionholder's options;
- (b) whether or not he or she becomes so registered, exercise those options in accordance with and subject to these terms as if he were the Optionholder of them; and
- (c) if the deceased Optionholder had already given the Company a notice of exercise of his or her options, pay the Exercise Price in respect of those options.

ANNEXURE C

TERMS OF CLASS E INCENTIVE OPTIONS

The terms and conditions of the Class E Incentive Options are:

General
1.1 No monies will be payable for the issue of the options.
1.2 A certificate will be issued for the options.
1.3 The options shall expire at 5 pm on 30 June 2012 (" Expiry Date ").
1.4 Each option shall carry the right to subscribe for one fully paid ordinary share in the Company (" Share ").
1.5 Options may be exercised in whole or in part in parcels. An exercise of only some options shall not affect the rights of the Optionholder, to the balance of the options held by the Optionholder.
1.6 The Shares allotted on the exercise of the options shall be issued at an exercise price of $0.80 each (" Exercise Price ").
1.7 The Exercise Price for the options being exercised shall be payable in full on exercise of those options.
1.8 Subject to clauses 1.9 and 2.2 the options may be exercised by the Optionholder upon shareholder ratification of the issue of options.
- (" Exercise Conditions "). For the avoidance of doubt, in the event that the shareholders do not ratify the options, the options shall not be exercisable.
1.9 Notwithstanding clause 1.8, all options may be exercised:
- (a) during a Bid Period; or
- (b) at any time after a Change of Control Event has occurred; or
- (c) on an application under section 411 of the Corporations Act, if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company.

1.10 The Board may, at its discretion, by notice to the Optionholder reduce, waive or vary (provided such variation is not adverse to the Optionholder) the Exercise Conditions in whole or in part at any time.
1.11 Options are only exercisable by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of options being exercised and must be accompanied by:
(a) the option certificate for those options, for cancellation by the Company; and
(b) payment for the Exercise Price for each Share to be issued on exercise of the options specified in the notice.

1.12 The Company shall allot the resultant Shares and deliver the holding statements within 10 Business Days of the exercise of the options.

1.13 Options may be exercised into Shares to be held in the name of the Optionholder or his nominee.
1.14 The options shall not be listed for quotation to the official list of ASX.
1.15 Subject to the Corporations Act, ASX Listing Rules and the Constitution of the Company, the options are freely transferable.
1.16 Shares allotted pursuant to an exercise of options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.
1.17 The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of options listed for quotation to the official list of ASX, if the Company is listed on the ASX at the time.
1.18 The Optionholder is not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless:
(a) the Optionholder has become entitled to exercise the options under clause 1.8; and
(b) the Optionholder exercises the options before the record date for the determination of entitlements to the new issue of securities and participates as a result of being holders of Shares.

The Company must give the Optionholder, in accordance with the Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

1.19 If there is a bonus share issue (" Bonus Issue ") to the holders of Shares, the number of Shares over which an option is exercisable will be increased by the number of Shares which the Optionholder would have received if the option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank pari passu in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.
1.20 If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the currency of, and prior to the exercise of any options, the Exercise Price of an option will be adjusted in the manner provided for in the Listing Rules (whether or not the Company is listed on the ASX at the time).
1.21 If, prior to the expiry of any options, there is a reorganisation of the issued capital of the Company, then the rights of Optionholder (including the number of options to which each a Optionholder is entitled and the Exercise Price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation (whether or not the Company is listed on the ASX at the time).
1.22 The options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant options.
Lapse of Options
2.1 Options not validly exercised on or before the Expiry Date will automatically lapse.
2.2 If at any time prior to the Expiry Date an Optionholder dies, the deceased Optionholder's Legal Personal Representative may:
- (a) elect to be registered as the new holder of the deceased Optionholder's options;
- (b) whether or not he or she becomes so registered, exercise those options in accordance with and subject to these terms as if he were the Optionholder of them; and
- (c) if the deceased Optionholder had already given the Company a notice of exercise of his or her options, pay the Exercise Price in respect of those options.

NIPLATS AUSTRALIA LIMITED ABN 67 100 714 181

PROXY FORM

To: The Company Secretary NiPlats Australia Limited Address: GPO Box 2536, Perth WA 6831 Facsimile: (08) 9221 7866 I/We (name of shareholder) ........................................................................................................................ of (address) ....................................................................................................................................................... being a member/members of NiPlats Australia Limited HEREBY APPOINT (name) ............................................................................................................................................................... of (address) ....................................................................................................................................................... and/or failing him (name) ....................................................................................................................................... of (address) .................................................................................................................................................... or failing that person then the Chairman of the Annual General Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Friday, 28 November 2008 at 9:00am WDT at Level 22, 77 St Georges Terrace, Perth, Western Australia and at any adjournment of the meeting. Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

For Against Abstain

Resolution 1 – Approval of Remuneration Report

Resolution 2 – Re-election of Derek Carew-Hopkins

Resolution 3 – Grant of Incentive Options to Mr Derek Carew-Hopkins

(a) 100,000 Incentive Options exercisable at 50 cents (b) 100,000 Incentive Options exercisable at 65 cents (c) 100,000 Incentive Options exercisable at 80 cents

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1, 2 or 3 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1, 2 or 3 and that votes cast by the Chair of the meeting for Resolutions 1, 2 or 3 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 vote on Resolutions 1, 2 or 3 and your vote will not be counted in calculating the required majority if a poll is called on Resolutions 1, 2 or 3.

The Chairman intends to vote any undirected proxies in favour of the Resolutions.

Dated: 2008 This Proxy is appointed to represent _% of my voting right, or if 2 proxies are appointed Proxy 1 represents __% and Proxy 2 represents _% of my total votes My total voting right is _____shares

If the shareholder(s) is/are an individual / individuals:

Individual 1 Individual 2

If the shareholder is a company:

Affix common seal (if required by Constitution)

Director/Sole Director and Secretary Director/Secretary

INSTRUCTIONS FOR APPOINTMENT OF PROXY

A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the shareholder's proxy. A proxy need not be a shareholder of the Company.
Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights. Fractions shall be disregarded.
The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.
If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the company, must accompany the proxy form.
To be effective, forms to appoint proxies must be received by the Company by 9:00am WDT on Wednesday, 26 November 2008 by post or facsimile to the respective addresses stipulated in this proxy form.
If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
(c) if the proxy is Chairman, the proxy must vote on a poll and must vote that way, and
(d) if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.
If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.
The Chairman intends to vote in favour of the resolutions set out in the Notice of Annual General Meeting.

AI assistant

KING RIVER RESOURCES LIMITED — AGM Information 2008

65203_rns_2008-10-29_865a71f0-6d27-4770-a8b2-9edd6b61e8e2.pdf

NIPLATS AUSTRALIA LIMITED

ABN 67 100 714 181

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

EXPLANATORY MEMORANDUM

NIPLATS AUSTRALIA LIMITED

ABN 67 100 714 181

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

BUSINESS

Item 1 – Financial Statements and Reports

Resolution 1 – Approval of Remuneration Report

Resolution 2 – Re-election of Derek Carew-Hopkins

Resolution 3 – Grant of Incentive Options to Mr Derek Carew-Hopkins

Explanatory Memorandum

Proxies

Please note that:

Voting Entitlements

NIPLATS AUSTRALIA LIMITED ABN 67 100 714 181

EXPLANATORY MEMORANDUM

1. RESOLUTION 1 – APPROVAL OF REMUNERATION REPORT

2. RESOLUTION 2 – RE-ELECTION OF DEREK CAREW-HOPKINS

3. RESOLUTION 3 – ISSUE OF INCENTIVE OPTIONS TO DIRECTOR

Resolutions 3 Issue of Incentive Options to Director

Corporations Act

a) The related party to whom the proposed resolutions would permit the financial benefit to be given

b) The nature of the financial benefit

c) Black and Scholes Valuation

Assumptions

Variables

Other information

d) Director’s recommendation

e) Director’s interest in the proposed resolution

f) Any other information that is reasonably required by the members to make a decision and that is known to the Company or any of its Directors

Listing Rules

GLOSSARY

ANNEXURE A

TERMS OF CLASS C INCENTIVE OPTIONS

ANNEXURE B

TERMS OF CLASS D INCENTIVE OPTIONS

ANNEXURE C

TERMS OF CLASS E INCENTIVE OPTIONS

NIPLATS AUSTRALIA LIMITED ABN 67 100 714 181

PROXY FORM

INSTRUCTIONS FOR APPOINTMENT OF PROXY

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KING RIVER RESOURCES LIMITED AGM Information 2008