KING RIVER RESOURCES LIMITED — Proxy Solicitation & Information Statement 2011

Oct 10, 2011

SPEEWAH METALS LIMITED ABN 67 100 714 181

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

Date and Time of Meeting

3.00pm WST Monday, 14 November 2011

Place of Meeting

Level 22, Allendale Square, 77 St Georges 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.

SPEEWAH METALS LIMITED ABN 67 100 714 181

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of the Shareholders of Speewah Metals Limited (ABN 67 100 714 181) (“ Speewah ” or “ the Company ”) will be held at Level 22, Allendale Square, 77 St Georges Terrace, Perth, Western Australia at 3.00pm WST on Monday, 14 November 2011.

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 2011 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 2011.”

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

(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 resolution as an ordinary resolution :

"That, Mr Derek Carew-Hopkins, 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."

Resolution 3 – Issue of 750,000 Incentive Options to Mr Richard Wolanski

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

"That, 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 Richard Wolanski (and/or his nominees) 750,000 Class I Incentive Options for no consideration, each exercisable on or before 31 December 2014 at an exercise price that is 45% above the closing price of the ordinary shares of the Company traded on

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the ASX as at the day of the Meeting, on the terms and conditions set out in Annexure A to the Explanatory Statement."

Voting Exclusion Statement

For the purposes of Listing Rule 10.13.6 and section 224 of the Corporations Act, the Company will disregard any votes cast on Resolution 3 by Mr Richard Wolanski and any of his Associates. 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.

Resolution 4 – Issue of 750,000 Incentive Options to Mr Anthony Barton

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

"That, 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 Anthony Barton (and/or his nominees) 750,000 Class I Incentive Options for no consideration, each exercisable on or before 31 December 2014 at an exercise price that is 45% above the closing price of the ordinary shares of the Company traded on the ASX as at the day of the Meeting, on the terms and conditions set out in Annexure A to the Explanatory Statement."

Voting Exclusion Statement

For the purposes of Listing Rule 10.13.6 and section 224 of the Corporations Act, the Company will disregard any votes cast on Resolution 4 by Mr Anthony Barton and any of his Associates. 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.

Resolution 5 – Issue of 500,000 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 :

"That, 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 (and/or his nominees) 500,000 Class I Incentive Options for no consideration, each exercisable on or before 31 December 2014 at an exercise price that is 45% above the closing price of the ordinary shares of the Company traded on the ASX as at the day of the Meeting, on the terms and conditions set out in Annexure A to the Explanatory Statement."

Voting Exclusion Statement

For the purposes of Listing Rule 10.13.6 and section 224 of the Corporations Act, the Company will disregard any votes cast on Resolution 5 by Mr Derek Carew-Hopkins and any of his associates. 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.

Resolution 6 – Ratification of Issue of Share Placement

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, the prior issue by the Company of 17,008,773 Shares by way of a placement on 21 February 2011 at $0.37 per Share to raise approximately $6,293,246, on the terms and conditions set out in the Explanatory Statement is hereby ratified."

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Voting Exclusion Statement

For the purposes of Listing Rule 7.5.6, the Company will disregard any votes cast on Resolution 6 by any person that participated in the issue and any associate of those persons. 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 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 6 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. 3.00pm on Saturday, 12 November 2011) 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 7pm (EST) on Saturday, 12 November 2011. Transactions registered after that time will be disregarded in determining a person’s entitlement to attend and vote at the Meeting.

Enquiries

Please contact Director Richard Wolanski 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

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Anthony Barton Director Speewah Metals Limited Dated: 10 October 2011

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SPEEWAH METALS 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 Speewah Metals Limited (ABN 67 100 714 181) (“ Speewah ” 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 Level 22, Allendale Square, 77 St Georges Terrace, Perth, Western Australia at 3.00pm on Monday, 14 November 2011.

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 6 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 2011 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.speewah.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 2011.

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

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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 2 – 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 of the Company after the Director was elected or most recently re-elected, but is eligible for reelection at that Annual General Meeting.

Derek Carew-Hopkins retires in accordance with this rule. Being eligible he offers himself for re-election as a Director.

4.2 Biography – 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 well-field development and dispute resolution

4.3 Directors’ Recommendations

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

5. RESOLUTIONS 3 TO 5 - ISSUE OF 2,000,000 INCENTIVE OPTIONS TO DIRECTORS AND/OR THEIR NOMINEES

Resolutions 3 to 5 seek the approval of Shareholders to issue a total of 2,000,000 Incentive Options to each of the Directors and/or their nominees. Approval as sought pursuant to Listing Rule 10.11 and section 208 of the Corporations Act.

The current Directors are Mr Richard Wolanski, Mr Anthony Barton and Mr Derek Carew-Hopkins.

5.1 Background

The Incentive Options under Resolutions 3 to 5 will be issued to the Directors (and/or their nominees) to align the long term goals of the Directors with that of Shareholders and to incentivise Directors to provide ongoing dedicated services to the Company. These Incentive Options are intended to provide remuneration to the Directors (and/or their nominees) that is linked to the performance of the Company. The benefit would only be received from the Incentive Options upon the Company’s Share price exceeding the exercise price of the Incentive Options and thereby warranting their exercise.

Under the Company’s current circumstances, the Directors consider that the incentives noted above, represented by the issue of these Incentive Options, are a cost effective and efficient reward and incentive to be provided to the Directors by the Company, as opposed to alternative forms of incentive, such as the

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payment of cash compensation. In addition, the Directors consider it prudent to make payment by way of the Incentive Options so as to preserve the cash reserves of the Company.

Mr Anthony Barton and Mr Derek Carew-Hopkins are Non-Executive Directors of the Company. The Company acknowledges that the issue of Incentive Options to Non-Executive Directors is contrary to recommendation 8.2 of the ASX’s Corporate Governance Principles and Recommendations (2nd Edition) which states that non-executive directors should not receive remuneration by way of options. However, the Directors are of the view that at this stage of the Company’s development, it is far better for Directors of the Company to be compensated by way of securities in the Company, rather than by way of cash.

The Company proposes that the 2,000,000 Incentive Options will have an exercise price that is 45% above the closing price of the Shares traded on the ASX as at the day of the Meeting. The Incentive Options shall be issued and vest upon approval by the Shareholders of Resolutions 3 to 5, and they must be exercised on or before 31 December 2014.

The full terms and conditions of the Incentive Options to be granted to the Directors and/or their nominee(s) are set out in Annexure A to this Explanatory Statement.

It is proposed to issue the Incentive Options to the Directors, and/or their nominee(s), as follows:

Director	Class I Incentive Options
Richard Wolanski	750,000
AnthonyBarton	750,000
Derek Carew-Hopkins	500,000
Total	2,000,000

5.2 Calculation of Exercise Price of Incentive Options

Amendments to the Income Tax Assessment Act 1997 (Cth) (“ ITAA ”) have resulted in potential taxation liabilities attaching to incentive options at the date of vesting. If Resolutions 3 to 5 is passed, vesting will occur at the time shareholders pass those Resolutions at the Meeting. Pursuant to the Income Tax Assessment Regulations 1997 (Cth) , the terms proposed for the Incentive Options are such that no taxation liability should attach to the Incentive Options at the date of vesting if the Incentive Options are exercisable at a premium that exceeds 43.25% of the last ASX traded share price of the Shares as at the date of the Meeting.

As the Incentive Options are designed to provide an incentive over the longer term to add value to the Company’s projects, the Board considers that a premium of 45% to the last ASX traded price of the Shares as at the date of the Meeting provides both an incentive to significantly grow share price without attaching an immediate taxation liability from the Incentive Options.

5.3 Section 208 of the Corporations Act

Section 208 of the Corporations Act states that a public company cannot give a “financial benefit” (including an issue of shares and options) to a “related party” of the Company unless one of the exceptions set out in section 210 to 216 of the Corporations Act apply, or the holders of ordinary securities have approved the giving of the financial benefit to the related party in a general meeting.

Each of the Directors (and/or their nominees) is a related party of the Company within the meaning specified under section 228 of the Corporations Act. Further, the provision of the Incentive Options constitutes a financial benefit within the meaning of section 229 of the Corporations Act. Accordingly, Shareholder approval is sought under section 208 of the Corporations Act to permit the issue of the Incentive Options on the terms set out in Resolutions 3 to 5 to the Directors and/or their nominees as related parties of the Company.

The following information is provided in accordance with section 219 of the Corporations Act to enable Shareholders to assess the merits of Resolutions 3 to 5:

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

• Mr Richard Wolanski and/or his nominee.

• Mr Anthony Barton and/or his nominee.

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 Mr Derek Carew-Hopkins and/or his nominee.

b)

The nature of the financial benefit

The nature of the financial benefit is the proposed issue of 2,000,000 Incentive Options to the Directors and/or their nominees. The Incentive Options are issued for no consideration and will be issued on the terms and conditions set out in this Explanatory Statement and in Annexure A.

A total of 2,000,000 Incentive Options will be issued as follows:

Resolution	Recipient	Class I Incentive Options
Resolution 3	Richard Wolanski and/or his nominee.	750,000
Resolution 4	Anthony Barton and/or his nominee.	750,000
Resolution 5	Derek Carew-Hopkins and/or his nominee.	500,000
	Total	2,000,000

c) Black-Scholes Valuation of Incentive Options

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

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 after their grant and 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.

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 issue 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 $0.25 (assumed closing price on the day of the Meeting);

• a risk free interest rate of 5.11% assumed on the day of the Meeting;

• expiry date of 31 December 2014; and

• exercise price is 45% above the closing price of the Shares traded on ASX as at the day of the Meeting. The calculation of exercise price will in all cases be rounded up to the nearest cent.

Incentive Option Exercise Price Calculation	Volatility Factor	Value of Incentive Option ($)
37 cents (assume 25 cent closing price on the day of the Meeting * 1.45 (premium) = 36.25 Rounded up to thenearest cent=37cents	76_%_	0.1071

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.

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The aggregate values of the Incentive Options to be issued to each Director and/or their nominees are set out below:

Recipient	Class I Incentive Options	Value ($)
Richard Wolanski and/or his nominee.	750,000	$80,325.00
Anthony Barton and/or his nominee.	750,000	$80,325.00
Derek Carew-Hopkins and/or his nominee.	500,000	$53,550.00
Total	2,000,000	$214,200.00

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 Statement, 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 granting the Incentive Options pursuant to Resolutions 3 to 5.

Neither the Directors not 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 the proposed resolutions.

d)

Current Remuneration

Details of the Directors’ remuneration for the financial year ending on 30 June 2012, as well as their interests (both direct and indirect) in the Company as at 26 September 2011 are outlined below:

Director	Salary/Fees p.a. ($) Excluding superannuation of 9%	Shares Interests	Option Interests
Richard Wolanski	$60,000~~1~~	544,768	1,750,000
Anthony Barton	$40,000	12,479,768~~2~~	2,750,000~~3~~
Derek Carew-Hopkins	$40,000	400,000	600,000

• ¹ Mr Wolanski will also be entitled to receive remuneration on a hourly basis for direct responsibilities and tasks undertaken that exceed 16 hours per month at a rate of $120 per hour.

• ² 5,500,000 of the Shares are held by Mr AP Barton and Mrs CH Barton as trustee for the Barton Family Superannuation Fund of which Mr Barton is a director and a beneficiary. 6,410,000 of the Shares are held by Australian Heritage Group Pty Ltd as trustee for the Australian Heritage Trust of which Mr Barton is a director and a beneficiary. 169,768 of the Shares are held by Inglewood Lodge Pty Ltd of which Mr Barton is a director and a beneficiary. 400,000of the Shares are held by Selwood Pty Ltd of which Mr Barton is a director.

• 3 1,000,000 of the Options are held by Australian Heritage Group Pty Ltd as trustee for the Australian Heritage Trust of which Mr Barton is a director and a beneficiary.

e) Dilution

If all of the Incentive Options under the Resolutions 3 to 5 were exercised, and no other Shares were issued by the Company (including Shares pursuant to the exercise of existing Options), the shareholding of existing Shareholders would, based on the current issued capital of the Company, be diluted by approximately 1.5%.

f) Exercise

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The market price of the Company's Shares during the period of the Incentive Options will normally determine whether or not the Directors (and/or their nominees) exercise the Incentive Options. At the time any Incentive Options are exercised and Shares are issued pursuant to the exercise of those Incentive Options, the Company's Shares may be trading on the ASX at a price which is higher than the exercise price of the Incentive Options.

g) Accounting

The Company’s adoption of Australian equivalents to International Financial Reporting Standards for reporting periods means that, under AASB2 Share-based Payment, equity-based compensation (such as the Incentive Options under Resolutions 3 to 5) will be recognised as an expense in respect of the services received.

h) Trading History

As at 26 September 2011, the Company had 130,668,170 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 Meeting with the ASIC was $0.55 in February 2011 and $0.165 in September 2011 respectively. The closing market sale price of the Company’s Shares on the ASX on 26 September 2011 (the date before the lodgement date of this Notice of Annual General Meeting with the ASIC) was $0.165.

As at 26 September 2011, the Company had the following unlisted Options on issue.

Number	Exercise Price	Expiry Date
4,500,000	$0.20	30 June 2012
100,000	$0.50	30 June 2012
100,000	$0.65	30 June 2012
100,000	$0.80	30 June 2012
200,000	$0.45	31 March 2013
1,250,000	$0.37	30 June 2014
2,300,000	$0.55	31 December 2014
1,200,000	$0.55	31 December 2014

i) Opportunity costs to the Company

The Directors do not consider that there are any opportunity costs to the Company or benefits foregone by the Company in granting the Incentive Options.

j) Funds raised

No funds will be raised from the issue of the Incentive Options. Further, as the exercise price of the Incentive Options is yet to be determined, the total funds raised on exercise of those Incentive Options issued under Resolutions 3 to 5 cannot be calculated at this time.

k) Directors interests in the proposed resolution

Each Director (or their respective nominee) will be the only recipient of Incentive Options to be issued under Resolutions 3 to 5 that applies specifically to him, and accordingly, has a direct material interest in the outcome of the Resolution that applies specifically to him.

No Director has a material interest in the outcome of these Resolutions other than in respect of the proposed issue of Incentive Options to him or his nominee.

l) Directors’ recommendations or reason for declining to make recommendations

Each Director expresses no opinion and makes no recommendation in respect of the issue of Incentive Options to him (or his nominee). This is because each of the Directors has a material personal interest in the outcome of the Resolution to issue that Director (or his nominee) Incentive Options.

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Otherwise each of the Directors recommend that Shareholders vote in favour of the issue of the Incentive Options to the other Directors for the reasons set out in the Explanatory Statement and on the basis that, in their opinion, the proposed issue of Incentive Options:

• i. provides a long-term incentive to the Directors linked to the future success of the Company;

• ii. is a fair and reasonable alternative to additional cash payment of Director’s fees;

• iii. recognises the contribution the Directors have and will continue to make to the Company; and

• iv. is necessary to reflect remuneration benefits payable to directors of other companies operating in the Company’s industry and in an international business environment.

m) 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

Other than as set out in this Explanatory Statement, there is no further information which the Shareholders would reasonably require in order to decide whether or not it is in the Company’s best interests to pass Resolutions 3 to 5.

5.4 Listing Rules

Listing Rule 10.11 provides that a company must not issue equity securities to a “related party” without the approval of holders of ordinary securities, or to a person whose relationship with the company or a related party of the company is, in ASX’s opinion, such that approval should be obtained. Further, Listing Rule 7.2 (Exception 14) states that approval pursuant to Listing Rule 7.1 is not required if shareholder approval is obtained under Listing Rule 10.11.

The Directors (or their nominees) are related parties of the Company within the definition specified in Listing Rule 19.12. Accordingly, Shareholder approval is sought under Listing Rule 10.11 to permit the issue of 2,000,000 Incentive Options to the Directors and/or their nominees as related parties of the Company on the terms set out in Resolutions 3 to 5 and in this Explanatory Statement (including Annexure A).

The issue of the Incentive Options under Resolutions 3 to 5 will not affect the capacity of the Company to issue securities in the next 12 months under Listing Rule 7.1, as those Incentive Options (once issued) will be excluded from the calculations under Listing Rule 7.1.

Listing Rule 10.13 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 5 as an exception to Listing Rule 10.11:

a) The name of the allottee of the securities

• Mr Richard Wolanski and/or his nominee.

• Mr Anthony Barton and/or his nominee.

• Mr Derek Carew-Hopkins and/or his nominee.

b) The maximum number of securities to be allotted and issued

Recipient	Class I Incentive Options
Richard Wolanski and/or his nominee.	750,000
AnthonyBarton and/or his nominee.	750,000
Derek Carew-Hopkins and/or his nominee.	500,000
Total	2,000,000

c) The date of allotment and issue of the securities

The Incentive Options will be issued as soon as possible after the Meeting and in any event, no later than 1 month after the Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules).

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d) The relationship that requires Shareholder approval

The Directors and/or their nominees are related parties of the Company.

e) The issue price of the securities

The issue price of the Incentive Options is nil.

f) The terms of the securities

The key terms of the Incentive Options to be issued under Resolutions 3 to 5 are set out in the following table:

Class of Option	Class I Incentive Option
Expiry Date	31 December 2014
Exercise Price	45% above the closing price of the ordinary shares of the Company traded on the ASX as at the day of the Meeting
Shares Issued	Fully paid ordinary shares which rank equally with existing Shares on issue
Vesting Criteria	Upon Shareholder approval

Full terms of the Incentive Options are set out in Annexure A to this Explanatory Statement.

g) The intended use of the funds

No funds will be raised from the issue of the Incentive Options under Resolutions 3 to 5. The funds raised on exercise of these Incentive Options will be applied to working capital requirements of the Company at that stage. However there is no guarantee that any of these Incentive Options will be exercised.

6. RESOLUTION 6 – RATIFICATION OF ISSUE OF SHARE PLACEMENT

6.1 Background

Resolution 6 seeks the approval of Shareholders to ratify the issue of 17,008,773 Shares to professional and sophisticated investors (within the meanings specified in Sections 708(8) to (11) of the Corporations Act) identified by the Company and its corporate advisors, through a share placement at $0.37 per Share to raise approximately $6,293,246 (“ Share Placement ”).

Approval is sought under Resolution 6 pursuant to Listing Rule 7.4.

6.2 Listing Rules

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

Listing Rule 7.4 provides that an issue of securities by a company made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the Company’s shareholders subsequently approve it. Such approval replenishes the company’s 15% capacity and enables it to issue further securities up to that limit. Accordingly, if Resolution 6 is approved, the Shares issued under the Share Placement will not be included in the Company’s 15% calculation for the purposes of Listing Rule 7.1.

Listing Rule 7.5 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 6 for the purposes of Listing Rule 7.4:

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(a) Date of allotment and issue of securities

• 21 February 2011.

(b) Number of securities allotted and issued

17,008,773 Shares.

(c) Price at which securities were allotted and issued

The issue price of the Shares under the Share Placement was $0.37 per Share.

(d) The terms of the securities

The Shares issued under the Share Placement were fully paid ordinary shares which rank equally with the existing Shares on issue at the time of the Share Placement.

(e) The names of the allottees or the basis on which allottees were determined

The allottees under the Share Placement were:

• Skeet Nominees Pty Ltd;

• Equity Trustees Limited; and

• HSBC Custody Nominees Australia Ltd.

The allottees were sophisticated or professional investors within the meanings specified in Sections 708(8) to 708(11) of the Corporations Act, identified by the Company and its corporate advisors. The allottees were not related parties or associates of the Company.

(f) The use of (or intended use of) the funds raised

The funds raised from the Share Placement were applied to support the Company’s 2011 Exploration Program as outlined in the Company’s announcement on the ASX dated 22 February 2011, with any surplus funds being applies to other working capital requirements of the Company.

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7. GLOSSARY

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

ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited (ABN 98 008 624 691) and, where the context permits, the
	Australian Securities Exchange operated by ASX Limited.
Associate	The meaning given in the Corporations Act.
Annexure	An annexure to this Explanatory Statement.
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	Speewah Metals 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.
Incentive Option	A Class I Incentive Option on the terms specified in Annexure A.
Listing Rules	The official Listing Rules of the ASX.
Meeting	The Annual General Meeting of the Company to be held on Monday, 14
	November 2011.
Notice of Annual General	The notice convening the Meeting, which accompanies this Explanatory
Meeting	Statement.
Option	An option to acquire a Share.
Resolutions	The resolutions set out in the Notice of Annual General Meeting.
Share	A fully paid ordinary share in the capital of the Company.
Shareholder	The registered holder of a Share in the Company.
WST	Western Standard Time in Australia.

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PROXY FORM

The Company Secretary Speewah Metals Limited GPO 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 Speewah Metals Limited 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 Speewah Metals Limited to be held at Level 22, Allendale Square, 77 St Georges Terrace, Perth Western Australia 6000 on Monday, 14 November 2011 at 3.00pm (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.

Write the name of that person inthe 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 Speewah Metals Limited to be held at Level 22, Allendale Square, 77 St Georges Terrace, Perth Western Australia on Monday, 14 November 2011 at 3.00pm (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 Derek Carew-Hopkins
Resolution	3	Grant of Incentive Options to Mr Richard Wolanski
Resolution	4	Grant of Incentive Options to Mr Anthony Barton
Resolution	5	Grant of Incentive Options to Mr Derek Carew-Hopkins
Resolution	6	Ratification of Issue of Share Placement

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

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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.

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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 3.00pm (WST) on Saturday, 12 November 2011). 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 GPO Box Z5518 St Georges Terrace Perth WA 6831 or sent by facsimile to (08) 9325 8088.

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ANNEXURE A

TERMS OF INCENTIVE OPTIONS

The terms and conditions of the Class I Options are set out below:

1. General

2. 1.1 No monies will be payable for the issue of the Incentive Options.

3. 1.2 A certificate will be issued for the Incentive Options.

4. 1.3 The Incentive Option shall expire at 5pm WST on 31 December 2014 (" Expiry Date ").

5. 1.4 Each Incentive Option shall carry the right to subscribe for one fully paid ordinary share in the Company (" Share ").

6. 1.5 Incentive Options may be exercised in whole or in part in parcels. An exercise of only some Incentive Options shall not affect the rights of the party holding the option (“ Optionholder ”), to the balance of the Incentive Options held by the Optionholder.

7. 1.6 The Shares allotted on the exercise of the Incentive Options shall be issued at an exercise price 45% above the closing price of the ordinary shares of the Company traded on the ASX as at the day of the Meeting (rounded up to the nearest cent) (" Exercise Price ").

8. 1.7 The Exercise Price for the Incentive Options being exercised shall be payable in full on exercise of those Incentive Options.

9. 1.8 Subject to clause 2.2 the Incentive Options may be exercised by the Optionholder at any time after their grant and before the Expiry Date.

10. 1.9 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 conditions of exercising the Incentive Options in whole or in part at any time.

11. 1.10 Incentive 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 Incentive Options being exercised and must be accompanied by:

    • (a) the option certificate for those Incentive Options, for cancellation by the Company; and

    • (b) payment for the Exercise Price for each Share to be issued on exercise of the Incentive 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.

• 1.11 The Company shall allot the resultant Shares and deliver the holding statements within 10 Business Days of the exercise of the Incentive Options.

• 1.12 Incentive Options may be exercised into Shares to be held in the name of the Optionholder's nominee.

• 1.13 The Incentive Options shall not be listed for Official Quotation.

• 1.14 Subject to the Corporations Act, Listing Rules and the Constitution of the Company, the Incentive Options are freely transferable.

• 1.15 Shares allotted pursuant to an exercise of Incentive Options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.

• 1.16 The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of Incentive Options listed for Official Quotation, if the Company is listed on the ASX at the time.

• 1.17 The Optionholder is not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless the Optionholder exercises the Incentive 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.

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• 1.18 If there is a bonus share issue (" Bonus Issue ") to the holders of Shares, the number of Shares over which an Incentive Option is exercisable will be increased by the number of Shares which the Optionholder would have received if the Incentive 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.

• 1.19 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 Incentive Options, the Exercise Price of an Incentive 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).

• 1.20 If, prior to the expiry of any Incentive Options, there is a reorganisation of the issued capital of the Company, then the rights of Optionholder (including the number of Incentive 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).

• 1.21 The Incentive Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Incentive Options.

• Lapse of Incentive Options

• 2.1 Incentive 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 Incentive Options;

  • (b) whether or not he or she becomes so registered, exercise those Incentive 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 Incentive Options, pay the Exercise Price in respect of those Incentive Options.

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