KING RIVER COPPER LIMITED ACN 100 714 181

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting to be held on Tuesday 29 November 2016 at 9:00 am (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.

Notice of General Meeting 29112016 Final

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of the Company will be held at:

254 Adelaide Terrace Perth, Western Australia

Commencing 9:00 am (WST) Tuesday 29 November 2016

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:

delivery to First Floor, 254 Adelaide Tce, Perth WA 6000; or
post to King River Copper Limited, PO Box Z5518, Perth WA 6831; or
facsimile to facsimile number +61 (8) 9325 8088, or
email to [email protected], or

so that it is received not later than 9:00 am (WST) on 27 November 2016.

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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 254 Adelaide Terrace, Perth, Western Australia, on Tuesday 29 November 2016 at 9:00 am 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 – SECTION 195 APPROVAL

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

" That, for the purpose of section 195(4) of the Corporations Act and for all other purposes, the Shareholders approve and authorise the Directors to complete and undertake the Mt Remarkable Farm-in and Joint Venture Transaction as contemplated in this Notice ."

VOTING AND PROXIES

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.
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.
The Chair of the Meeting will vote undirected proxies in favour of the Resolution.
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 27 November 2016 at 5:00 pm (WST).
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: 20 October 2016

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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 Resolution contained in the Notice.

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

1. MT REMARKABLE FARM-IN AND JOINT VENTURE TRANSACTION

1.1 Background

KRC by its wholly owned subsidiary, Speewah Mining holds a number of tenement interests in Western Australia. The main focus of KRC is upon exploring the tenements that comprise the Speewah project for high-grade gold, silver and copper mineralisation.

In addition to the Speewah project, Speewah Mining has applied for the Mt Remarkable Tenement (Western Australian exploration licence application 80/5007).

Previous historical exploration over the Mt Remarkable Tenement area has targeted epithermal/high level porphyry gold mineralisation associated with base metal mineralisation.

KRC has negotiated the farm-in by SPX to an interest in the Mt Remarkable Tenement (upon its grant) by SPX sole-funding exploration to focus on potential extensions/repeats of known high-grade gold mineralisation. This farm-in and joint venture is the subject of the Heads of Agreement, which documents the Mt Remarkable Farm-in and Joint Venture Transaction.

For the reasons set out in Section 2 of this Explanatory Statement, the Board puts to Shareholders the approval and authorisation of the completion and undertaking of the Mt Remarkable Farm-in and Joint Venture Transaction.

1.2 Heads of Agreement

The Heads of Agreement is constituted by a binding heads of agreement for a farm-in and joint venture between SPX, KRC and Speewah Mining made on or about 7 October 2016.

By the agreement, SPX may earn a 51% interest in the Mt Remarkable Tenement by solefunding the initial $500,000 of exploration costs and thereafter the parties will form a contributing joint venture with the joint venture interests being SPX as to 51% and Speewah Mining as to 49%.

The material terms of the Heads of Agreement are set out below.

Material conditions precedent are:

(a) execution of a full-form farm-in and joint venture agreement in accordance with the relevant AMPLA farm-in and joint venture precedent as amended to reflect the terms of the Heads of Agreement;
(b) shareholder approval by KRC to the transaction (such Shareholder approval being the subject of this Notice);
(c) SPX shareholder approval to the transaction;

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(d) Speewah Mining entering into any necessary native title and heritage agreements to ensure the grant of the Mt Remarkable Tenement and to allow on-ground exploration including drilling operations;
(e) Speewah Mining obtaining the grant of the Mt Remarkable Tenement; and
(f) SPX successfully raising at least $500,000.

The conditions precedent need to be satisfied (or waived by the parties where relevant) by 7 April 2017 or such longer period as the parties may agree.

SPX shall sole-fund the first $500,000 of expenditure on the Mt Remarkable Tenement within a period of 24 months from the date of satisfaction or waiver of all the conditions precedent. On completion of this earn-in milestone, the interests of the parties in the Mt Remarkable Tenement (and the joint venture interests) will be:

(a) SPX – 51%;
(b) Speewah Mining – 49%.

SPX has the right to withdraw from the earn-in following a minimum expenditure of $200,000. If SPX does withdraw, it will not obtain any interest in the Mt Remarkable Tenement and thereby Speewah Mining will retain a 100% interest in the Mt Remarkable Tenement.

During the sole-funding earn-in period:

(a) SPX will be liable for statutory expenditure commitments and will ensure the Mt Remarkable Tenement remains in good standing; and
(b) SPX and Speewah Mining will establish a Project Management Committee comprising one representative from SPX and one representative from Speewah Mining to approve work programs, budgets and management. While sole-funding, SPX has the casting vote. Speewah Mining will, at no cost, be the project manager during the earn-in period.

On completion of the earn-in milestone, Speewah Mining will transfer a 51% interest in the Mt Remarkable Tenement to SPX and SPX and Speewah Mining will commence a contributing joint venture with each party to contribute to joint venture expenditure in proportion to its joint venture interests (which will be SPX as to 51% and Speewah Mining as to 49%).

The contributing joint venture will be governed by a full-form joint venture agreement to be in accordance with the relevant AMPLA precedent. It will provide for matters such as the approval of programs and budgets, the establishment of a management committee, dilution and withdrawal, and default. SPX will be the manager of the joint venture.

1.3 Consequences for KRC

The consideration to be received by Speewah Mining (and thereby KRC as its parent company) for divesting a 51% interest in the Mt Remarkable Tenement by a earn-out is receiving the benefit of $500,000 of expenditure on the Mt Remarkable Tenement. There will be no change in capital structure for KRC by reason of the Mt Remarkable Farm-in and Joint Venture Transaction as no securities will be issued or received by KRC.

1.4 Mt Remarkable Tenement

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Previous historical exploration of the Mt Remarkable Tenement area has targeted epithermal/high level porphyry gold mineralisation associated with base metal mineralisation. Under the farm-in the subject of the Mt Remarkable Farm-in and Joint Venture Transaction, new exploration upon the tenement (once granted) will focus on potential extensions/repeats of known high-grade gold mineralisation in veins where the shoots may plunge to the south-west and/or possibly be part of a larger or deeper mineralised body.

Technical geological details in respect of the Mt Remarkable Tenement area is summarised in KRC's ASX announcement of 5 April 2016 which is annexed as Annexure 1.

1.5 Reasons for farm-out by KRC/Speewah Mining

The Board has identified the following principal reasons for undertaking the Mt Remarkable Farm-in and Joint Venture Transaction:

(a) The divestment of a 51% interest in the Mt Remarkable Tenement by a farm-out enables exploration costs of $500,000 to be spent by a third party (SPX) in order to seek to develop the Mt Remarkable Tenement.
(b) The expenditure of $500,000 by SPX upon the Mt Remarkable Tenement is aimed to enable the parties to be able to assess whether the parties wish to pursue further development of the Mt Remarkable Tenement and the method and focus of any such further exploration.
(c) KRC/Speewah Mining retains exposure to the Mt Remarkable Tenement by retaining a 49% interest in the Mt Remarkable Tenement (and a 49% joint venture interest) in the event that the farm-in expenditure of $500,000 is spent by SPX. If SPX fails to spend $500,000 within the required time, the Mt Remarkable Tenement will be retained as to 100% by Speewah Mining.
(d) The incurring of expenditure by a third party (SPX) on the Mt Remarkable Tenement enables KRC to focus its spending of funds on exploring for high grade gold, silver and copper mineralisation on the Speewah project tenements, which project is the key focus of KRC.

The Board considers the principal perceived disadvantage of the Mt Remarkable Farm-in and Joint Venture Transaction is that KRC/Speewah Mining will not be exploring and developing the Mt Remarkable Tenement in its sole right and will be divesting of a majority interest (51%) in the Mt Remarkable Tenement and the resultant joint venture. However, for the reasons set out above, the Board considers the Mt Remarkable Farm-in and Joint Venture Transaction is appropriate and in the best interests of KRC.

1.6 KRC's direction

The direction of KRC after the divestment of a 51% interest in the Mt Remarkable Tenement will not materially be changed. KRC will continue its primary focus on exploring the Speewah project tenements for high-grade gold, silver and copper mineralisation.

2. RESOLUTION 1 – SECTION 195 APPROVAL

Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a " material personal interest " are being considered.

The directors of KRC are Anthony Barton, Leonid Charuckyj and Greg MacMillan. Anthony Barton and Leonid Charuckyj are also directors of SPX.

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Anthony Barton and his associates have a relevant interest in 15.5% of the shares in KRC and a relevant interest of 16.6% of the shares in SPX. Leonid Charuckyj and his associates have a relevant interest of 0.7% of the shares in KRC and a relevant interest of 6.7% of the shares in SPX. Anthony Barton and Leonid Charuckyj do not consider they have a material personal interest in the Resolution by reason of their respective relevant interest in shares in KRC and SPX.

Whether or not Anthony Barton and Leonid Charuckyj have a material personal interest in the Resolution, as a matter of good corporate governance and to avoid any suggestion of a conflict of interest, Anthony Barton and Leonid Charuckyj have elected to not form a quorum in their capacity as directors of each of KRC and SPX. The Board has resolved to exercise its right under section 195(4) of the Corporations Act to put the Mt Remarkable Farm-in and Joint Venture Transaction to Shareholders to resolve upon.

This will provide each Shareholder with the opportunity to vote on the proposal and for KRC to comply with section 195 of the Corporations Act in the event it is considered that Anthony Barton and Leonid Charuckyj have a material personal interest in the transaction proposed by KRC.

The board of SPX will also seek the approval of its shareholders in respect of the Mt Remarkable Farm-in and Joint Venture Transaction.

KRC and SPX are not related parties of one another in terms of the Corporations Act. Thereby, there are no related party Corporations Act approvals required for the Mt Remarkable Farm-in and Joint Venture Transaction. Further, the transaction does not require any Listing Rule approvals.

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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.
Chairor	the person appointed to chair the Meeting convened by this Notice.
Chairman
CompanyorKRC	King River Copper Limited (ACN 100 714 181).
Corporations Act	the Corporations Act 2001 (Cth).
Directors	Directors of the Company from time to time.
Explanatory	this Explanatory Statement.
Statement
Heads of	the binding heads of agreement farm-in and joint venture between SPX,
Agreement	KRC and Speewah Mining made on or about 7 October 2016.
Listing Rules	the listing rules of the ASX.
Meetingor	the meeting convened by this Notice.
General Meeting
Mt Remarkable	the transaction the subject of the Heads of Agreement and any
Farm-in and Joint	subsequent full form documents consistent with the Heads of Agreement
Venture	by which SPX may earn a 51% interest in the Mt Remarkable Tenement
Transaction	and thereafter SPX and Speewah Mining entering into an unincorporated
	contributing joint venture.
Mt Remarkable	Western Australian exploration licence application 80/5007 and the
Tenement	exploration licence granted pursuant to the application and includes any
	tenement, licence or lease granted or applied for in renewal, conversion or
	substitution of the whole or any part of that licence.
Notice	notice of meeting that accompanies this Explanatory Statement.
Resolution	a resolution referred to in the Notice.
Shareholder	a registered holder of Shares in the Company.
Speewah Mining	Speewah Mining Pty Ltd (ACN 100 722 889), a wholly owned subsidiary of
	the Company.
SPX	Spectrum Rare Earths Limited (ACN 115 770 226).
WST	Western Standard Time, Perth, Western Australia.
$	Australian dollars unless otherwise stated.

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ANNEXURE 1 KRC announcement of 5 April 2016

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