KING RIVER RESOURCES LIMITED — AGM Information 2015

Oct 20, 2015

KING RIVER COPPER LIMITED ACN 100 714 181

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

For the Annual General Meeting to be held on 24 November 2015 at 12.00 noon (WST) at

254 Adelaide Terrace, Perth, Western Australia

This is an important document. Please read it carefully. Please speak to your professional advisers if you have any questions about this document or how to vote at the Meeting.

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the Company will be held at:

254 Adelaide Terrace Perth, Western Australia

Commencing 12.00 noon (WST) 24 November 2015

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 12.00 noon (WST).

Voting by Proxy

To vote by proxy, please complete and sign the enclosed proxy form and return by:

• delivery to First Floor, 254 Adelaide Terrace, Perth, Western Australia, 6000;

• post to King River Copper Limited, PO Box Z5518, Perth, Western Australia, 6831;

• facsimile to facsimile number +61 (8) 9325 8088; or

• email to gmacmillan@australianheritage.com.au,

so that it is received not later than 12.00 noon (WST) on 22 November 2015.

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KING RIVER COPPER LIMITED ACN 100 714 181 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of King River Copper Limited will held at 254 Adelaide Terrace, Perth, Western Australia, on 24 November 2015 at 12.00 noon (WST) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

" That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2015 ."

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 (the "voter"):
(a)	a member of the key management personnel, details of whose remuneration are included in the
	remuneration report; or
(b)	a closely related party of such a member.
However, the voter may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person
described in paragraphs (a) or (b) and either:
(c)	the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution
	1; or
(d)	the voter is the chair of the meeting and the appointment of the chair as proxy:
	(i) does not specify the way the proxy is to vote on the resolution; and
	(ii) expressly authorises the chair to exercise the proxy even if the resolution is connected
	directly or indirectly with the remuneration of a member of the key management personnel for
	the entity.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – LEONID CHARUCKYJ

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

" That, for the purposes of rule7.1(d) of the Constitution and for all other purposes, Mr Leonid Charuckyj, who retires as a director and, being eligible, offers himself for re-election, is reelected as a Director.”

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VOTING AND PROXIES

1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 22 November 2015 at 12.00 noon (WST).

4. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

By order of the Board

Greg MacMillan Company Secretary and Director

Dated: 19 October 2015

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KING RIVER COPPER LIMITED ACN 100 714 181 EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1 FINANCIAL STATEMENTS AND REPORTS

The business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

The Company is not 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.

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 http://www.kingrivercopper.com.au.

Shareholders will be offered the following opportunities:

• (a) discuss the Annual Financial Report for the financial period ended 30 June 2015;

• (b) ask questions and make comment on the management of the Company; and

• (c) ask the auditor questions about the conduct of the audit, preparation and content of the auditor's report, the accounting policies adopted by the Company and the independence of the auditor.

2 INFORMATION RELATING TO RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2015.

A reasonable opportunity will be provided for questions about or comments on the Remuneration Report at the Annual General Meeting.

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2.2 Voting Consequences

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a "Spill Resolution") that another general meeting be held within 90 days at which all of the Directors (other than the Managing Director) must go up for re-election.

2.3 Previous voting results

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

2.4 Proxy restrictions

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Remuneration Report) by marking either "For", "Against" or "Abstain" on the Proxy Form for Resolution 1.

If you appoint a member of the key management personnel whose remuneration details are included in the Remuneration Report (who is not the Chairman) or a closely related party of that member as your proxy, and you do not direct that person on how to vote on this Resolution 1, the proxy cannot exercise your vote and your vote will not be counted in relation to this Resolution 1.

The Chairman intends to vote all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the proxy form you are giving express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention.

Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s key management personnel for the financial year to 30 June 2015. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

3. INFORMATION RELATING TO RESOLUTION 2 – RE-ELECTION OF DIRECTOR – LEONID CHARUCKYJ

Rule 7.1(d) of the Constitution requires that any Director (other than a managing 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. Listing Rule 14.4 provides that a director of an entity (other than a managing director) must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer.

Leonid Charuckyj was first appointed as a Director on 13 December 2011 and was last reelected at the 2012 annual general meeting on 27 November 2012. Mr Charuckyj will therefore retire and, being eligible, seeks re-election.

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Leonid Charuckyj is a non-executive Director of the Company. Details of the qualifications and expertise of Mr Charuckyj are set out in the 2015 Annual Report of the Company. Mr Charuckyj meets the independence guidelines as a director as prescribed by the ASX Corporate Governance Council in the Corporate Governance Principles and Recommendations (3[rd] edition).

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

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GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

Annual General Meeting and Meeting

the meeting convened by this Notice.

Board the Board of Directors of the Company. Chairman and the person appointed to chair the Meeting convened by this Notice. Chair Company King River Copper Limited (ACN 100 714 181). Constitution the constitution of the Company. Corporations Act the Corporations Act 2001 (Cth). Directors Directors of the Company from time to time. Explanatory this Explanatory Statement. Statement Notice notice of meeting that accompanies this Explanatory Statement. Resolution a resolution referred to in the Notice. Shareholder a registered holder of Shares in the Company. WST Western Standard Time, Perth, Western Australia.

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KING RIVER COPPER LIMITED ACN 100 714 181 PROXY FORM

APPOINTMENT OF PROXY King River Copper Limited

I/We

being a Shareholder of King River Copper Limited entitled to attend and vote at the Annual General Meeting, hereby Appoint

Name of Proxy [ Do not insert your own name ]

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Meeting to be held at 254 Adelaide Terrace, Perth, Western Australia on 24 November 2015 at 12.00 noon (WST) and at any adjournment thereof.

Important for Resolution 1

If you appoint a member of the Company's key management personnel (other than the Chairman of the Meeting) or a closely related party of a member of the Company's key management personnel as your proxy, and you do not direct your proxy how to vote in respect of Resolution 1 your proxy will NOT cast your vote on this Resolution and your votes will not be counted.

If you appoint the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default) and you do not direct your proxy how to vote in respect of Resolution 1 your vote will be cast FOR this Resolution, and you hereby expressly authorise the Chairman of the Meeting to exercise your proxy even though Resolution 1 is connected directly or indirectly with the remuneration of the members of the Company's key management personnel. The Chairman intends to vote any undirected proxies in favour of all Resolutions.

Voting on Business of the Meeting

For Against Abstain

Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Director – Leonid Charuckyj

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are 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 %

Please return this Proxy Form to the Company Secretary, King River Copper Limited by delivery to First Floor, 254 Adelaide Terrace, Perth, Western Australia, 6000, by post to PO Box Z5518, Perth, Western Australia, 6831, by fax to (08) 9325 8088 or by email to gmacmillan@australianheritage.com.au by 12.00 noon (WST) on 22 November 2015.

Signed this day of 2015.

By: Individuals and joint holders Companies (affix common seal if appropriate)

By: Individuals and joint holders		Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Secretary
Signature		Sole Director and Sole Secretary

KING RIVER COPPER LIMITED ACN 100 714 181

Instructions for Completing Appointment of Proxy Form

1. In accordance with section 249L of the Corporations Act, a shareholder of the Company who is entitled to attend and cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

4. 2 directors of the company;

5. a director and a company secretary of the company; or

6. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in sections 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with sections 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of sections 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. 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.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

3. In accordance with section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments:

Registered Office (for delivery): First Floor, 254 Adelaide Terrace, Perth, Western Australia, 6000 Postal Address: PO Box Z5518, Perth, Western Australia, 6831 Fax Number: +61 (8) 9325 8088 Email: gmacmillan@australianheritage.com.au

by no later than 48 hours prior to the time of commencement of the Meeting.