KORAB RESOURCES LIMITED — AGM Information 2012

Jul 5, 2012

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Korab Resources Limited ACN 082 140 252

NOTICE OF GENERAL MEETING

TO BE HELD AT

BGC CENTRE, PLAZA LEVEL, CORNER HOWARD ST AND THE ESPLANADE, PERTH, WA AT 2 PM ON 6 AUGUST 2012

incorporating the Explanatory Memorandum

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

TO BE VALID, FORMS OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING MUST BE COMPLETED AND RETURNED TO THE COMPANY NO LATER THAN 2 PM PERTH TIME ON 4 AUGUST 2012

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Section A - Chairman’s Letter

Dear Shareholder

The Directors of Korab Resources Limited ( “Korab” or “the Company ”) have convened a General Meeting of Shareholders to be held on 6 August 2012 to ask Shareholders to:

• (a) ratify previous issues of a total of 13,200,000 Shares by way of a placement to sophisticated investors, at an issue price of 13.5 cents each, raising $1,782,000 before the costs of the issue; and

Shareholders are encouraged to read the enclosed Explanatory Memorandum, to attend the General Meeting and to vote on the Resolution. A proxy form is enclosed to enable any Shareholder who is unable to attend the General Meeting to vote at that meeting.

The Directors support Resolution 1 in the Notice of General Meeting. We recommend that you vote in favour of the Resolution, the full details of which are contained in the Notice of General Meeting.

Yours faithfully

Andrej K. Karpinski Chairman

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1. Definitions

Section B - Glossary

The following definitions are used in the Chairman’s Letter, the Notice of General Meeting and the Explanatory Memorandum:

ASIC means the Australian Securities and Investments Commission;

ASX means ASX Limited ACN 008 624 691;

ASX Listing Rules means the official listing rules issued and enforced by the ASX as amended from time to time;

Board or Board of Directors means the board of Directors of the Company;

Business Day means a day which is not a Saturday, Sunday or public holiday in Perth;

Chairman means chairman of the Company, who is currently Andrej Karpinski;

Company or Korab means Korab Resources Limited ACN 082 140 252;

Company’s Constitution means the constitution of the Company, as amended from time to time;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company;

Explanatory Memorandum means the explanatory memorandum set out in Section D of this document;

General Meeting means the general meeting of the Company to be held on 6 August 2012 pursuant to the Notice of General Meeting;

Korab Share or Share means a fully paid ordinary share in the issued capital of the Company and Korab Shares or Shares means any two or more of them

Korab Shareholder or Shareholder means a holder of a Share;

Lugansk Share means a fully paid ordinary share in the issued capital of Lugansk and Lugansk Shares means any two or more of them;

Lugansk Shareholder means a holder of a Lugansk Share;

Notice of General Meeting or Notice means the notice of General Meeting set out in Section C of this document;

Officially Quoted and Official Quotation means, in relation to a Share, officially quoted by the ASX;

Related Party has the meaning ascribed to that term by section 228 of the Corporations Act and Related Parties is a reference to more than one Related Party;

Resolution means a resolution passed by the requisite majority of members of the Company on a show of hands or by the requisite majority of votes given on a poll;

Share or Korab Share means a fully paid ordinary share in the issued capital of the Company and Shares or Korab Shares means any two or more of them;

Shareholder or Korab Shareholder means a holder of a Share;

$ means Australian dollars unless specified.

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Section C - Notice of General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of the Shareholders of Korab Resources Limited ACN 082 140 252 ( Korab or the Company ) will be held at BGC Centre, Plaza Level, Corner Howard St and The Esplanade, Perth , WA on 6 August 2012 at 2 pm (Western Standard time).

Defined terms used in this Notice of General Meeting have the meanings given to them in the Glossary accompanying this Notice.

1. Special business

1.1 Resolution 1: Ratify Issue of Shares

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

"That for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of a total of 13,200,000 Shares in the Company on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion:

The Company will disregard any votes cast on this resolution by a person who participated in the issue and an associate of that person (or those persons). However, the Company need not disregard a vote if 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 if 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.

2. Determination of membership and voting entitlement

For the purpose of determining a person’s entitlement to vote at the General Meeting, a person will be recognised as a member of the Company and the holder of Shares if that person is registered as a holder of those Shares at 5pm Perth time on 2 August 2012 , being the second Business Day prior to the date of the General Meeting.

3. Votes of members

On a show of hands, each member present in person or by proxy or, in the case of a body corporate, by a representative at the General Meeting shall have one vote.

On a poll, every member present in person or by attorney or by proxy (or, in the case of a body corporate, by a representative) shall have one vote for each Share held by him, her or it provided that all Shares are fully paid.

4. Proxies

Please note that:

• (a) a member entitled to attend and vote at the General Meeting is entitled to appoint no more than two proxies;

• (b) an instrument appointing a proxy must be in the form of the proxy form attached as Section E to this Notice of General Meeting;

• (c) where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights if a member appoints two proxies, and the appointment does not specify the proportion of the member's voting rights each proxy may exercise, each proxy may exercise one-half of the voting rights;

• (d) a proxy need not be a member of the Company;

• (e) a proxy form may specify the manner in which the proxy is to vote in respect of a particular Resolution and, where a proxy form so provides, the proxy is not entitled to vote on the Resolution except as specified in the proxy form;

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• (f) a proxy has the authority to vote on the member's behalf as he or she thinks fit, on any motion to adjourn the Extraordinary General Meeting, or any other procedural motion, unless the member gives a direction to the contrary;

• (g) a valid proxy form will be deemed to confer authority to demand or join in demanding a poll;

• (h) to be valid, a proxy form must be signed by the member or the member's attorney or, if the member is a corporation, executed in accordance with the corporation's constitution and the Corporations Act (and may be signed on behalf of the corporation by its attorney); and

• (i) to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be received by no later than 2 pm on 4 August 2012 :

with the Company:

• in person: Korab Resources Ltd Suite 6, Level 1, 100 Mill Point Road South Perth WA 6151 Or - by mail: Korab Resources Ltd P O Box 195 South Perth WA 6951 Australia Or - by facsimile: (08) 9474 6266

By Order of the Board

Andrej K. Karpinski Chairman

Dated: 6 July 2012

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Section D - Explanatory Memorandum

1. Introduction

This Explanatory Memorandum contains the information needed for Korab Shareholders to assess the Resolution to be put to them at the General Meeting of the Company on 6 August 2012. A Notice of General Meeting accompanies this document.

This Explanatory Memorandum, as well as the Notice of General Meeting, should be read carefully and in their entirety.

2. Resolution 1 – Ratify Issue of Shares

2.1 Background

Subject to certain exceptions, none of which are relevant here, the Directors are restricted by Listing Rule 7.1 from issuing or agreeing to issue new securities in the Company in any 12 month period, which amount to more than 15% of the Company’s ordinary securities on issue without Shareholder approval ("15% Limit").

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further securities up to 15% of the issued capital of the company without requiring Shareholder approval.

The Company wishes to ratify this issue pursuant to Listing Rule 7.4, in order to allow the Company to have the right to place up to a further 15% of its issued capital at any time during the next 12 months.

This issue did not breach the 15% threshold set by Listing Rule 7.1. The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) A total of 13,200,000 Shares were allotted, at an issue price of $0.135 each, on 30 March 2012 and 10 April 2012.

• (b) The Shares are fully paid ordinary shares that rank equally in all respect with existing Shares, the terms of which are already in the public domain.

• (c) The Shares were allotted to sophisticated and professional investors. .

• (d) None of the allottees are related parties to the Company or its associates.

• (e) Funds of $1,782,000, before the costs of the issue, were raised from the issue of the Shares, to advance mining and exploration activities at the Bobrikovo gold project in the Ukraine owned and operated by Donetsky Kryazh Ltd, in which the Company controls approximately 68%, to continue exploration and development at the Melrose gold project in the Eastern Goldfields of Western Australia, to continue exploration and development of the Geolsec phosphate project in the Northern Territory, to reduce debt and to meet ongoing working capital requirements

2.2 Recommendation of Directors

If Resolution 1 is passed, the 15% Limit imposed by Listing Rule 7.1 will be renewed to the extent of the ratification. The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 1 to maximise the Company’s flexibility to issue additional securities going forward.

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Proxy Form

Korab Resources Limited, ACN 082 140 252 (the Company)

I/We (name of member)

of

Shareholder Reference Number/Holder Identification Number

being a member/members of Korab Resources Limited ACN 082 140 252 appoint:

(Name of the proxy, or name of the office held by the proxy) (Address of the proxy)

or failing him or her, the Chairman of the meeting as my proxy vote on my behalf at the General Meeting of the Company to be held on 6 August 2012 and any adjournment of that meeting.

If two proxies are being appointed, the proportion of the voting rights that this proxy is authorised to exercise is %. (The Company will supply an additional form on request.)

PROXY INSTRUCTIONS

PLEASE NOTE THAT IF YOU APPOINTED THE CHAIRMAN OF THE MEETING AS YOUR PROXY, YOU HAVE TO MARK EITHER BOX A OR BOXES B . IF YOU DO NOT MARK BOX A , AND YOU HAVE NOT DIRECTED YOUR PROXY HOW TO VOTE ON THE RESOLUTION BY MARKING THE BOXES B , THE CHAIRMAN WILL NOT CAST YOUR VOTES ON THE RESOLUTION, AND YOUR VOTES WILL NOT BE COUNTED IN CALCULATING THE REQUIRED MAJORITY IF A POLL IS CALLED ON THE RESOLUTION. PLEASE NOTE THAT IF YOU MARK BOX A , THE CHAIRMAN WILL VOTE IN FAVOUR OF EACH RESOLUTION IN WHICH HE RECEIVES UNDIRECTED PROXIES.

If the Chairman 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 proxy in respect of a Resolution, please place a mark in the box. By marking this box, you acknowledge  A that the Chairman may exercise your proxy even if he has an interest in the outcome of the Resolution(s) and votes cast by him other than as proxy holder will be disregarded because of that interest.

If you wish to instruct your proxy how to vote, insert X in the appropriate column against each item of business set out below. Otherwise your proxy may vote as he/she thinks fit or abstain from voting.

I/We instruct my/our proxy vote as follows:

Resolution 1 Ratify issue of Shares

For Against Abstain    B

Where this Proxy Form is signed under power of attorney, the Attorney(s) declare(s) that he/she/they has/have not received any notice of the revocation of such power.

Dated:

Signed: Signed:

Name (printed): Name (printed): Capacity: Capacity:

• If joint holders, each must sign.

• Companies must execute:  under seal; or  by two Directors signing this Proxy Form; or

• by a Director and a company secretary signing this Proxy Form; or

• (where it is a proprietary company where the sole director is also the sole company secretary) by that director signing this Proxy Form; or

• by authorised officer; or

• by attorney.

Please forward your proxy by no later than 2 pm Perth time, on 4 August 2012 to Korab Resources Limited P O Box 195 South Perth WA 6951 or by fax to (08) 9474 6266

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