KING RIVER RESOURCES LIMITED — Proxy Solicitation & Information Statement 2013

Jun 20, 2013

KING RIVER COPPER LIMITED

ACN 100 714 181

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT

For the General Meeting to be held

on Tuesday 23 July 2013 at 9:00am (Western Standard Time) 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 MEETING AND HOW TO VOTE

Venue

The General Meeting of King River Copper Limited will be held:

At:

Commencing:

254 Adelaide Terrace 9:00 am (WST) Perth, Western Australia Tuesday 23 July 2013

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 9:00 am (WST).

Voting by Proxy

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

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

• facsimile to +61 8 9325 8088.

so that it is received not later than 9:00 am (WST) on 21 July 2013.

Your proxy form is enclosed.

King River Copper Limited Notice of General Meeting and Explanatory Statement

1

KING RIVER COPPER LIMITED ACN 100 714 181

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of King River Copper Limited will be held at 254 Adelaide Terrace, Perth, Western Australia on 23 July 2013 at 9:00 am (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 Resolution set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

RESOLUTION 1: APPROVAL OF EXTENSION TO THE ON-MARKET BUY-BACK

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

"That for the purposes of section 257C of the Corporations Act and for all other purposes, approval is given for the Company to acquire up to 13,865,717 Shares by an on-market buyback on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation - Shareholder approval is required under the Corporations Act to allow the Company to extend the on-market buy-back of its Shares.

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 person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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 21 July 2013 at 9:00 am (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 Dated: 21 June 2013

King River Copper Limited Notice of General Meeting and Explanatory Statement

EXPLANATORY STATEMENT

KING RIVER COPPER LIMITED ACN 100 714 181

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolution contained in this Notice. The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolution.

1. ON-MARKET BUY-BACK OF THE COMPANY'S SHARES

1.1 Proposed extension to the current on-market buy-back

On 3 May 2013 the Company announced its intention to commence an on-market buy-back of up to 10% of the Company's Shares then on issue within 12 months of the announcement (up to a maximum of 13,066,817 Shares). Up to the date of this Notice, the Company has bought back 13,065,999 Shares at a total cost of $287,430.

The Company is now seeking approval for an extension of the current buy-back, which will provide the Company with the flexibility to buy-back up to an additional 13,865,717 of its Shares (being 10% of the current share capital) over the next 12 months (" Buy-Back "). If approved, the Buy-Back will allow the Company to buy back additional Shares (should it wish to do so) over the 12 months following this Meeting without the need to convene a further general meeting of Shareholders.

While the Company's intention is to buy back more Shares, there is no certainty that any further Shares will be bought back even if the Resolution is passed. Any decision to buy-back Shares will be made on a day-to-day basis depending on a number of factors including the prevailing market price of its Shares on a particular day. This Resolution is put forward to provide the Board with the flexibility to buy-back its Shares if it decides that doing so is in the interests of the Company.

The figure of 13,865,717 Shares under the Buy-Back excludes those Shares bought back by the Company under the current buy-back that was announced on 3 May 2013. The extension of the current buy-back will result in the Company acquiring more than 10% of its Shares in a 12 month period, which requires Shareholder approval under the Corporations Act.

1.2

Requirement for Shareholder approval

Under the Corporations Act, a buy-back that will exceed the "10/12 limit" may only proceed if it is first approved by an ordinary resolution passed at a general meeting. A buy-back will exceed the "10/12 limit" if the number of votes attaching to:

• (a) all the voting shares in the company that have been bought back during the last 12 months; and

• (b) the voting shares that will be bought back if the proposed buy-back is made,

would exceed 10% of the smallest number of votes attaching to voting shares of the company at any time during the last 12 months.

The smallest number of voting shares in the Company during the last 12 months was 130,668,170. During the last 12 months, 13,065,999 Shares have been bought back. Together with the number of Shares proposed to be bought back under the extended Buy-

King River Copper Limited Notice of General Meeting and Explanatory Statement

Back (13,865,717 Shares), this amounts to 26,931,716 Shares or 20.61% of the smallest number of voting shares in the Company during the last 12 months. As this is greater than 10%, the Buy-Back must be approved by Shareholders.

2. DETAILS OF THE BUY-BACK

2.1 Number of Shares on issue

The Company has 138,657,171 Shares on issue as at the date of this Notice.

2.2 Number and percentage of Shares subject to the Buy-Back

‐ If the Resolution is passed, the Company will be able to buy back up to an additional 13,865,717 Shares, being 10% of the Company’s issued Shares as at the date of this Notice.

2.3

Terms of the Buy-Back

Offers under the Buy-Back will be made on behalf of the Company (at the discretion of the Directors) by its broker on the market conducted by ASX. An on ‐ market buy ‐ back allows the Company to buy back Shares over time, depending on market conditions and prices. The Company will only buy-back Shares in accordance with the ASX Listing Rules and the Corporations Act.

Shareholders may elect to sell any number of their Shares.

The terms upon which the Buy-Back is to implemented are as follows:

• (a) the price at which the Company will buy-back its Shares will be the prevailing market price for the Shares, subject to compliance with the ASX Listing Rules. The Listing Rules provide that the price at which the Company may buy-back shares on ‐ market must not be more than 5% above the average market price (as that term is defined in the Listing Rules) over the last five days on which sales in the shares were recorded on the ASX before the day on which the purchase under the buy-back was made.

• (b) any purchases will occur on market on the ASX in the ordinary course of trading in the Shares;

• (c) the usual rules for settlement of transactions which occur on-market on the ASX will apply in respect of the Shares bought under the Buy Back. This means that each Shareholder whose Shares are bought back will be paid on T+3 basis (meaning within 3 trading days after the trade is made); and

• (d) all Shares bought back by the Company will be cancelled.

2.4 Reason for the Buy-Back

The reason for the Buy-Back is capital management. The Company's continuing focus is to manage its capital so as to achieve the most efficient capital structure and optimise value for Shareholders.

2.5 Participation by Directors

The Directors will not participate in the Buy-Back.

King River Copper Limited Notice of General Meeting and Explanatory Statement

2.6 Financial effect of the Buy-Back on the Company .

If approved and implemented, the Buy-Back will involve a reduction in the number of the Shares on issue. The financial effect of the Buy-Back on the Company will be to reduce the Company's cash reserves by the amount paid for the Shares bought back.

Whilst the Company is seeking approval to buy-back up to 13,685,717 Shares on-market over the 12 months following this Meeting, the actual number of Shares to be bought back will be assessed by the Board on an ongoing basis, having regard to, among other things, the Company’s net debt, capital surplus and cash flows, as well as broader market conditions and alternative investment opportunities.

In considering whether or not to buy-back Shares, the Company will consider whether an onmarket buy-back is the best way to return capital to Shareholders, having regard to other alternatives. If the Board determines to buy Shares on-market, the precise impact of the buyback will not be known until completed and this will depend on the volume and price paid for the Shares at the relevant time.

2.7 Source of funds for the Buy-Back

The Buy-Back will be funded by the Company's cash reserves and receipt of the pending R&D tax rebate, which at 31 May 2013 totals approximately $1,833,000. Based on current market price of 2.4 cents, the potential outlay of cash by the Company on the Buy-Back (before transaction costs) will be approximately $332,777. The Directors are satisfied that this outlay will have no material effect on the Company's ability to maintain its operations.

The Company will not buy-back Shares if to do so would materially prejudice its ability to pay its creditors, prevent the Company from discharging its indebtedness or from conducting and growing its business. The Company will only buy-back Shares on the basis that the Company will remain well capitalised following the completion of the purchase and to do so will not adversely impact the financial position of the Company.

The Board reserves the right to suspend the operation of the Buy-Back at any time to the extent that a funding shortfall arises.

2.8 Advantages and disadvantages

The Directors believe that the Buy-Back is consistent with the objectives of the Company's capital management strategies.

The advantages of the Buy-Back include:

• (a) by reducing the number of Shares on issue, the Buy Back is likely result in an increase in the net assets per share for remaining Shareholders;

• (b) by reducing the number of Shares on issue, the ownership interest of remaining Shareholders will increase;

• (c) facilitating a more active and liquid market in the Shares during the Buy-Back; in particular the Buy-Back will provide an exit mechanism for Shareholders where there are no buyers of the Company's Shares on market.

King River Copper Limited Notice of General Meeting and Explanatory Statement

The disadvantage of the Buy-Back includes the reduction in the Company's cash reserves by the amount paid for the Shares bought back. However, the Directors believe that the BuyBack will not impact the Company's ability to maintain operations.

2.9 Opening and closing of the Buy-Back

Following Shareholder approval the Company will lodge with ASIC of a Notice of Intention to Carry Out a Share Buy-Back. Offers under the Buy-Back will commence 14 days after lodgement of that Notice and will close 12 months after commencement.

2.10 Current market price

The market price of the Shares is 2.4 cents as at the date of this Notice.

2.11 Other information

As required by the Corporations Act, the Company has set out all information known to the Company that is material to the decision on how to vote on the Resolution in respect of the Buy-Back. Copies of the Company's audited financial statements for the half year ended 31 December 2012 can be found on the Company's website at www.speewah.com.au. As at the date of this Notice and so far as is known by the Board, there are no material changes to the financial position of the Company since the date of the half year report and financial statements.

2.12 Recommendation

The Board unanimously recommends that Shareholders vote in favour of the Resolution. Each Board member intends to vote in favour of the ordinary resolution in respect of the Shares held by them.

King River Copper Limited Notice of General Meeting and Explanatory Statement

KING RIVER COPPER LIMITED ACN 100 714 181

GLOSSARY

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

ASX	ASX Limited (ACN 008 624 691).
ASX Listing Rulesor	The Listing Rules of the ASX.
Listing Rules
Board	The board of directors of the Company
Buy-Back	The on-market buy-back by the Company of its Shares, which is
	the subject of the Resolution.
Chair	The person appointed to chair the Meeting convened by this
	Notice.
Company	King River Copper Limited (ACN 100 714 181)
Constitution	The Constitution of the Company.
Corporations Act	The Corporations Act 2001 (Cth).
Directors	The directors of the Company from time to time.
Explanatory Statement	This Explanatory Statement.
Meeting	The meeting convened by this Notice.
Notice	The notice of meeting that accompanies this Explanatory
	Statement.
Resolution	The resolution referred to in the Notice.
Share	A fully paid ordinary share in the capital of the Company.
Shareholder	A registered holder of Shares in the Company.
WST	Western Standard Time, Australia.

King River Copper Limited Notice of General Meeting and Explanatory Statement

KING RIVER COPPER LIMITED ACN 100 714 181 PROXY FORM

APPOINTMENT OF PROXY King River Copper Limited ACN 100714 181

I/We

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

Appoint

Name of Proxy

or failing the person so named or, if no person is named, the Chair of the Meeting or the Chair’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 254 Adelaide Terrace, Perth, Western Australia on 23 July 2013 at 9:00 am (WST) and at any adjournment thereof.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 Approval of extension to the on-market buy-back

If the chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of the Resolution. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

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 254 Adelaide Terrace, Perth, WA or post to PO Box Z5518, Perth, 6831 or by fax to +61 8 9325 8088 by 9:00 am (WST) on 21 July 2013.

Signed this day of 2013

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: 254 Adelaide Terrace, Perth, WA, 6000 Fax Number: +61 8 9325 8088 Postal Address: PO Box Z5518, Perth, 6831

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