KING RIVER RESOURCES LIMITED — AGM Information 2013

Oct 6, 2013

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ABN 67 100 714 181

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

Date and Time of Meeting

4:00pm WST Thursday, 7 November 2013

Place of Meeting

254 Adelaide Terrace Perth, Western Australia

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

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KING RIVER COPPER LIMITED

ABN 67 100 714 181

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of the Shareholders of King River Copper Limited (ABN 67 100 714 181) (“ King River ” or “ the Company ”) will be held at 254 Adelaide Terrace, Perth, Western Australia at 4:00pm WST on Thursday, 7 November 2013.

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered.

AGENDA

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.

Resolution 1: Non-Binding Resolution for 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 Exclusion

A vote in respect of Resolution 1 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

(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,
unless:
(c)	the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1;
	and
(d)	the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

Resolution 2: Re-election of Director

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

"That, Mr Anthony Barton, who retires pursuant to clause 7.1(d) of the Company’s Constitution and, being eligible, offers himself for re-election, is re-elected as a Director.”

Explanatory Statement

The accompanying Explanatory Statement 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 Section 5 of the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.

Proxies

• (a) A Shareholder entitled to attend and vote at the 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.

• (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.

• (f) Proxy forms must be returned by no later than 48 hours before the Meeting (i.e. 4:00pm on Tuesday, 5 November 2013) in accordance with the details set out on the proxy form.

The Proxy Form accompanying this Notice of Annual General Meeting provides further details on appointing 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, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate representative. The authority may be sent to the Company or its share registry in advance of the Meeting or handed in at the 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 Meeting will be the entitlement of that person set out in the register of Shareholders as at 4pm (WST) on Tuesday, 5 November 2013. Transactions registered after that time will be disregarded in determining a person’s entitlement to attend and vote at the Meeting.

Enquiries

Please contact the Company Secretary Greg MacMillan by telephone on (08) 9221 8055 if you have any queries in relation to this Notice of Annual General Meeting or the Explanatory Statement.

BY ORDER OF THE BOARD

Greg MacMillan Company Secretary King River Copper Ltd Dated: 7[th] October 2013

KING RIVER COPPER LIMITED ABN 67 100 714 181

EXPLANATORY STATEMENT

1. INTRODUCTION

The Explanatory Statement is intended to provide Shareholders with all information known to the Directors of King River Copper Limited (ABN 67 100 714 181) (“ King River ” or “ the Company ”) which is material to a decision on how to vote on the Resolutions to be considered at the Company’s Annual General Meeting to be held at 254 Adelaide Terrace, Perth, Western Australia at 4:00pm on Thursday, 7 November 2013.

This Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Please refer to the glossary of terms contained in Section 5 of this Explanatory Statement that contains definitions of capitalised terms used in this Explanatory Statement.

2. 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.

In accordance with amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.kingrivercopper.com.au.

No resolution is required to be moved in respect of this item.

In accordance with section 250T of the Corporations Act, the Chairperson will also provide Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent Audit report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the Auditor in relation to the conduct of the audit.

3. RESOLUTION 1: REMUNERATION REPORT

The Corporations Act requires that, as the Company is a listed public company, a resolution that the remuneration report be adopted must be put to Shareholders at the Meeting. However, section 250R(3) of the Corporations Act expressly provides that the vote on this 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 the financial year ended 30 June 2013.

Importantly, pursuant to the Corporations Amendment (Improving Accountability for Director and Executive Remuneration) Bill 2010 (“ Amendment Bill ”) which amended the Corporations Act from 1 July 2011, if the remuneration report for the Company receives a “no” vote of 25% or more at two consecutive annual general meetings of the Company, a resolution must be put to the Shareholders at the second annual general meeting as to whether a further general meeting should be held within 90 days at which all Directors (other than the managing director) in office at the date of the second approved remuneration report must stand for re-election.

Further, the Amendment Bill has introduced new prohibitions under the Corporations Act on key management personnel and their closely related parties from voting or voting undirected proxies on, amongst other things, remuneration matters. Accordingly, if your proxy is the Chairman, key management personnel, or a closely related party of a member of key management personnel and you do not direct your proxy on how to vote on

Resolution 1, your vote will not be counted in computing the required majority. Please see the proxy form attached to this Explanatory Statement for further information on such appointments.

In accordance with section 250SA of the Corporations Act, the Chairman will provide a reasonable opportunity for discussion of the remuneration report at the Meeting.

4. RESOLUTION 3: RE-ELECTION OF DIRECTOR

4.1 Background

Clause 7.1(d) of the Constitution requires that any Director must retire from office at the third Annual General Meeting after the director was elected or most recently re-elected, but is eligible for re-election at that Annual General Meeting.

Anthony Barton will retire in accordance with clause 7.1(d) of the Constitution and being eligible seeks reelection.

4.2 Biography – Anthony Barton (Director)

Mr Barton has been involved in founding and growing a number of successful listed public companies. He has extensive experience in capital markets, corporate finance, funds management and venture capital and has had advisory roles in the incorporation and listing of many Australian based resource companies. Mr Barton is the founding Executive Chairman of the boutique investment bank Australian Heritage Group. He is a graduate of the Royal Melbourne Institute of Technology with a Bachelor of Business (Accountancy) degree and has 34 years of commercial experience having also acted in senior executive and director capacities for two leading Australian stockbroking firms.

4.3 Directors’ Recommendations

The Board of the Company recommends re-election of Mr Barton as a Director.

5. GLOSSARY

In this Explanatory Statement the following terms have the meaning set out below, unless the context requires otherwise:

Board	The board of Directors of the Company.
Business Day	A day, excluding a Saturday, Sunday or public holiday in Perth, Western
	Australia, on which banks are generally open for business.
Company or Speewah	King River Copper Limited (ABN 67 100 714 181).
Constitution	The Constitution of the Company.
Corporations Act	The Corporations Act 2001 (Commonwealth).
Director	A director of the Company.
EST	Eastern Standard Time in Australia.
Explanatory Statement	This Explanatory Statement attached to the Notice of Annual General
	Meeting.
Listing Rules	The official Listing Rules of the ASX.
Meeting	The Annual General Meeting of the Company to be held on Thursday, 7
	November 2013.
Notice of Annual General	The notice convening the Meeting, which accompanies this Explanatory
Meeting	Statement.
Resolutions	The resolutions set out in the Notice of Annual General Meeting.
Shareholder	The registered holder of a Share in the Company.
WST	Western Standard Time in Australia.

PROXY FORM

The Company Secretary King River Copper Ltd PO Box Z5518 St Georges Terrace Perth WA 6831 Facsimile: (08) 9325 8088

Shareholder Details

Name: ………………………………………………………………………………………………………………………………………………………………….

Address: ……………………………………………………………………………………………………………………………………………………………….

Contact Telephone No: ……………………………………………………………………………………………………………………………………………….

Contact Name (if different from above): …………………………………………………………………………………………………………………………….

Appointment of Proxy

I/We being a shareholder/s of King River Copper Ltd and entitled to attend and vote at Annual General Meetings hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the Annual General Meeting of King River Copper Ltd to be held at 254 Adelaide Terrace, Perth Western Australia 6000 on Thursday, 7 November 2013 at 4:00pm (WST) and at any adjournment of that meeting.

The Chairman of the meeting IMPORTANT: If the Chairman is your proxy, or if appointed your proxy by default and you do not wish to direct the Chairman how to vote on any of these Resolutions, you must mark this box with an “X”. By marking this box, you (mark with an ‘X’) acknowledge that the Chairman may exercise your proxy on those Resolutions for which you have not given a direction (save for Resolution 1: Remuneration Report) even if the Chairman has an interest in the outcome of the Resolution and that votes cast by the Chairman, 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 on any of these Resolutions, the Chairman will not cast your votes on the Resolutions for which you have not given a direction on a show of hands or on a poll. The Chairman intends to vote undirected proxies (save for Resolution 1) in favour of each Resolution.

OR If the person you are appointing as your proxy is someone other than the Chairman of the meeting: Write the name of that person in the box below.

			You must specify the % of your votes that you authorise your
		%	proxy to exercise if:
			(a) you have only appointed 1 proxy and do not want
If you hold 2 or more Shares in Speewah Metals Limited, you may appoint a second proxy.			him/her to exercise all of your votes; or
Write the name of your second proxy inthe box below.		%	(b) if you have appointed 2 proxies under this proxy form.

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the Annual General Meeting of King River Copper Limited to be held at 254 Adelaide Terrace, Perth Western Australia on Thursday, 7 November 2013 at 4:00pm (WST) and at any adjournment of that meeting.

Note: If you appoint a proxy, it is recommended that you to direct your proxy how to vote on each item of business. The Chairman of the meeting, Directors and other key management personnel of the Company and their closely related parties will not cast any votes in respect of Resolution 1 (Remuneration Report) that arise from any undirected proxy that they hold. Accordingly, if you have appointed the Chairman of the meeting, Directors and other key management personnel of the Company and their closely related parties as your proxy, you must direct them how to vote on Resolution 1 (Remuneration Report) for them to cast a vote on your behalf.

Voting directions to your proxy - Please mark only one of the boxes with an “X” for the resolution to indicate your directions.

Business			For	Against	Abstain
Resolution	1	Adoption of Remuneration Report (non-binding)
Resolution	2	Re-election of Mr Anthony Barton

Note: If you mark the “Abstain” box with an “x”, you are directing your proxy not to vote on your behalf on a show of hands or on a poll. PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Individual or Shareholder 1 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder 3
		Director/Company Secretary

How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint Shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

If the Chairman or other Key Management Personnel of the Company or their closely related parties is your proxy, that person will not be able to vote on your behalf in respect of Resolution 1 (Remuneration Report) if you have not directed them how to vote on that Resolution.

The “key management personnel” of the Company under the Corporations Act includes the Directors (executive or otherwise) and those persons that having the authority and responsibility for planning, directing and controlling the activities of the Company, both directly and indirectly.

The Corporations Act defines a “closely related party” of a member of the key management personnel of the Company to be:

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

(b) a child that member’s spouse; or

(c) a dependant of that member or of that member’s spouse; or

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

• (e) a company that is controlled by that member.

3 Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, please write the name of that person. To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting (i.e. no later than 4:00pm (WST) on Tuesday, 5 November 2013). Any Proxy Form received after that time will not be valid for the scheduled Meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent to the Company at the address below or alternatively sent by facsimile to (08) 9325 8088.

PO Box Z5518 St Georges Terrace Perth WA 6831