KING RIVER RESOURCES LIMITED — Proxy Solicitation & Information Statement 2014

Sep 29, 2014

KING RIVER COPPER LIMITED ACN 100 714 181

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting to be held on 31 October 2014 at 9:00am (WST) at

First Floor, 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.

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TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of the Company will be held at:

First Floor Commencing 254 Adelaide Terrace 9:00am (WST) Perth, Western Australia 31 October 2014

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 9:00am (WST).

Voting by Proxy

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

• by delivery to First Floor, 254 Adelaide Terrace, Perth, WA, 6000;

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

• facsimile to facsimile number +61 (8) 9325 8088,

so that it is received not later than 9:00am (WST) on 29 October 2014.

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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 held at First Floor, 254 Adelaide Terrace, Perth, Western Australia, on 31 October 2014 at 9:00am (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

RESOLUTION 1 – RATIFICATION OF PLACEMENT SECURITIES

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

• " That for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to the issue of 5,000,005 Shares and 2,000,002 Options on the terms set out in the Explanatory Statement accompanying this Notice. "

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue the subject of this Resolution and any associates of such a person. However, the Company will not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

RESOLUTION 2 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES

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

• " That for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to the issue of 13,796,004 Shares on the terms set out in the Explanatory Statement accompanying this Notice. "

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue the subject of this Resolution and any associates of such a person. However, the Company will not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

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RESOLUTION 3 - APPROVAL OF TRANCHE 2 PLACEMENT SHARES

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

• " That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 6,204,005 Shares on the terms set out in the Explanatory Statement accompanying this Notice. "

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder, if this Resolution is passed and any associate of those persons. However, the Company need not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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 do 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 Chair 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 29 October 2014 at 4:00 pm (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: 29 September 2014

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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. RESOLUTION 1 – RATIFICATION OF PLACEMENT SECURITIES

Resolution 1 seeks Shareholder approval in relation to the issue of 5,000,005 Shares and 2,000,002 attaching Options issued as a placement.

Listing Rule 7.1 provides, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue without the approval of shareholders. The securities issued the subject of this Resolution were issued within the Company’s 15% capacity.

Listing Rule 7.4 provides that an issue of securities made without the approval under Listing Rule 7.1 is treated as having been made with approval if the issue of securities did not breach Listing Rule 7.1 (that is, the issue was within the Company’s 15% capacity) and shareholders subsequently approve it. The Company seeks Shareholder approval to ratify the securities issued and refresh the Company’s 15% capacity.

In accordance with Listing Rule 7.5, the following information is provided to Shareholders:

• (a) The number of securities issued was 5,000,005 Shares and 2,000,002 attaching Options.

• (b) The Shares were issued at an issue price of 12 cents each. The attaching Options were issued for no consideration.

• (c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company’s current issued shares. The Options have an exercise price of 20 cents and an expiry date of 30 June 2015. The full terms of the Options are set out in Schedule 1.

• (d) The securities were issued to sophisticated, professional and other investors who are exempt from the disclosure requirements under Chapter 6D of the Corporations Act. None of the subscribers is a related party of the Company.

• (e) The Company intends to use the funds for exploration activities on the Company's projects and for general working capital.

2. BACKGROUND TO PLACEMENT IN 2 TRANCHES

In accordance with the Company's ASX announcement of 16 September 2014, the Company intends to place a total of 20,000,000 Shares at 4.5 cents per Share in 2 tranches to raise $900,000 before costs.

13,796,004 Shares by a tranche 1 placement have already been issued to unrelated parties under the Company's 15% placing capacity (and for which ratification is sought under Resolution 2). 6,204,005 Shares are the subject of the tranche 2 placement to be issued to unrelated parties (and for which approval is sought under Resolution 3).

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3. RESOLUTION 2 - RATIFICATION OF TRANCHE 1 PLACEMENT SHARES

Resolution 2 seeks Shareholder approval in relation to the issue of 13,796,004 Shares issued as the first tranche of a placement.

Information about Listing Rules 7.1 and 7.4 are set out in Section 1 above.

The Company seeks Shareholder approval to ratify the Shares issued and refresh the Company’s 15% capacity.

In accordance with Listing Rule 7.5, the following information is provided to Shareholders:

• (a) The number of securities issued was 13,796,004 Shares.

• (b) The Shares were issued at an issue price of 4.5 cents each.

• (c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company’s current issued Shares.

• (d) The Shares were issued to sophisticated, professional and other investors who are exempt from the disclosure requirements under Chapter 6D of the Corporations Act. None of the subscribers is a related party of the Company.

• (e) The Company intends to use the funds for exploration activities and for general working capital.

4. RESOLUTION 3 – APPROVAL OF TRANCHE 2 PLACEMENT SHARES

Resolution 3 seeks Shareholder approval so that the Company may issue up to 6,204,005 Shares to unrelated parties as part of the second tranche of a placement.

Shareholder approval is required for the purposes of Listing Rule 7.1 as the Company has used its remaining 15% placement capacity by the tranche 1 placement the subject of Resolution 2.

Information about Listing Rule 7.1 is set out in Section 1 above.

In accordance with Listing Rule 7.3, the following information is provided to Shareholders:

• (a) The maximum number of securities to issue is 6,204,005 Shares.

• (b) The Shares will be issued no later than 3 months after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (c) The issue price of the Shares is 4.5 cents each.

• (d) The Shares will be issued to sophisticated, professional and other investors who are exempt from the disclosure requirements under Chapter 6D of the Corporations Act. None of the subscribers will be a related party of the Company.

• (e) The Shares will be fully paid ordinary Shares in the Company and rank equally with the Company's current issued Shares.

• (f) The Company intends to use the funds for exploration activities and for general working capital.

• (g) It is intended that the Shares will be issued on one date.

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GLOSSARY

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

ASX	ASX Limited (ACN 008 624 691).
Board	the Board of Directors of the Company.
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	Directors of the Company from time to time.
Explanatory	this Explanatory Statement.
Statement
Listing Rules	the listing rules of the ASX.
Meeting	the meeting convened by this Notice.
Notice	notice of meeting that accompanies this Explanatory Statement.
Option	an option to subscribe for a Share.
Resolution	a 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, Perth, Western Australia.
$	Australian dollars unless otherwise stated.

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SCHEDULE 1

TERMS OF OPTIONS (RESOLUTION 1)

The terms of the issue of the Options are:

1. Each Option entitles the holder to one Share in the capital of the Company.

2. The Options may be exercised at any time prior to 5.00pm WST on 30 June 2015 (" Expiry Date ").

3. The exercise price of the Options is 20 cents each.

4. Application has been made for the Options to be quoted and the Options are freely tradeable.

5. The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). Options may be exercised by the Option holder in whole or in part by completing the Notice of Exercise and forwarding the same to the Secretary of the Company to be received prior to the Expiry Date. The Notice of Exercise must state the number of Options exercised, the consequent number of Shares to be allotted and the identity of the proposed allottee. The Notice of Exercise by an Option holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of the exercise price per Share.

6. All Shares issued upon the exercise of the Options will rank equally in all respects with the Company's then issued Shares. The Company must apply to the ASX within 7 business days after the date of issue of all Shares pursuant to the exercise of Options to be admitted to quotation.

7. There are no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues or pro-rata issues of capital to Shareholders during the term of the Options. Thereby, the Option holder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue. The Company will ensure, for the purposes of determining entitlements to any issue, that Option holder will be notified of a proposed issue after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in such issues.

8. If on or prior to the Expiry Date the Company makes a bonus issue of securities to holders of Shares in the Company, then upon exercise of his or her Options a holder will be entitled to have issued to him or her (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise) the number of securities which would have been issued to him or her under that bonus issue if the Options had been exercised before the record date for the bonus issue.

9. In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of the Company, all rights of the Option holder shall be reconstructed (as appropriate) in accordance with the Listing Rules.

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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 General Meeting, hereby Appoint

Name of Proxy

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 General Meeting to be held at First Floor, 254 Adelaide Terrace, Perth, Western Australia on 31 October 2014 at 9:00am (WST) and at any adjournment thereof.

IMPORTANT NOTES

The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. If the Chair of the Meeting is your proxy (or becomes your proxy by default) and you do not mark a voting box for any of the items of business then by signing and returning this Proxy Form you will be expressly authorising the Chair to exercise your proxy in respect of the relevant items. If you appoint the Chair of the Meeting as your proxy you can direct him/her to vote for or against or to abstain from voting on the items by marking the appropriate box below.

Voting on Business of the General Meeting

For Against Abstain Resolution 1 Ratification of placement securities Resolution 2 Ratification of tranche 1 placement shares Resolution 3 Approval of tranche 2 placement shares 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 o 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 Ad Terrace, Perth, Western Australia, 6000, by post to PO Box Z5518, Perth, Western Australia, 6831 or by fax to (08) 9325 80 9:00am (WST) on 29 October 2014. Signed this day of 2014. By: Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Secretary Signature Sole Director and Sole Secretary	For Against Abstain Resolution 1 Ratification of placement securities Resolution 2 Ratification of tranche 1 placement shares Resolution 3 Approval of tranche 2 placement shares 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 o 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 Ad Terrace, Perth, Western Australia, 6000, by post to PO Box Z5518, Perth, Western Australia, 6831 or by fax to (08) 9325 80 9:00am (WST) on 29 October 2014. Signed this day of 2014. By: Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Secretary Signature Sole Director and Sole Secretary
	**Director **
	Director/Secretary
Signature	Sole Director and Sole Secretary

Resolution	1	Ratification of placement securities
Resolution	2	Ratification of tranche 1 placement shares
Resolution	3	Approval of tranche 2 placement shares

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 or by fax to (08) 9325 8088 by 9:00am (WST) on 29 October 2014.

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: First Floor, 254 Adelaide Terrace, Perth, Western Australia, 6000 Fax Number: +61 (8) 9325 8088

Postal Address: PO Box Z5518, Perth WA 6831

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