MCS SERVICES LIMITED — Proxy Solicitation & Information Statement 2013

Jun 23, 2013

Red Gum Resources Limited ACN 119 641 986

Notice of Extraordinar General Meetin y g

Date of Meeting: Thursday, 25 July 2013 Time of Meeting: 4:00 pm (Perth time) Place of Meeting: Level 3, London House, 216 St. Georges Terrace, Perth WA

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Red Gum Resources Limited ACN 119 641 986

Contents

PROXY FORM

PART A: LETTER TO SHAREHOLDERS PART B: NOTICE OF EXTRAORDINARY GENERAL MEETING PART C: EXPLANATORY MEMORANDUM

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Red Gum Resources Limited ACN 119 641 986 Part A: Letter to Shareholders

17 June 2013

Dear Shareholders,

On behalf of the Company I invite each of you to attend the proposed Extraordinary General Meeting which is the subject of this Notice of Meeting.

The purpose of this Meeting is to consider two resolutions which, if passed, will enable completion of considerations to be paid, by way of options, to our Underwriter, DJ Carmichael Pty Ltd, and to various sub-underwriters pursuant to the fully underwritten renounceable rights issue which closed on 5 June 2013.

The funds raised through this successful rights issue will now greatly assist your Company in its exploration and drilling costs (at Majada where drilling is currently in progress) as well as other general working capital costs.

The support of both DJ Carmichael’s and its sub-underwriters has been pivotal to the success of raising the requisite funds. Your Board strongly supports the passing of these two resolutions in what has been an outstanding result for your Company in these difficult times.

Thank you for your support.

Yours faithfully

Dr. Raymond Shaw Executive Chairman Red Gum Resources Limited

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Red Gum Resources Limited ACN 119 641 986

Part B: Notice of Extraordinary General Meeting

Notice is hereby given that the Extraordinary General Meeting (“the Meeting”) of the Shareholders of Red Gum Resources Limited (the “ Company ”) will be held at Level 3, London House, 216 St Georges Terrace, Perth WA on Thursday, 25 July 2013 at 4:00pm.

If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form. The completed Proxy Form must be received at the Company’s share registry or the registered office of the Company at least 48 hours before the commencement of the Meeting. The details of the Company’s share registry and registered office are set out in the attached proxy form.

The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting. Shareholders are advised to read these documents in full as important background information is included.

The Chairman will be casting undirected proxy votes held by him in favour of the Resolutions. All Directors of the Company will be voting in favour of all Resolutions, and unanimously recommend to all Shareholders that they vote in favour of all Resolutions.

BUSINESS

Resolution 1 - Approval to issue corporate advisory service fee options

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

• “That, for the purposes of ASX listing rule 7.1 and all other purposes Shareholders approve the issue of 5,000,000 unquoted corporate advisory fee options to DJ Carmichael Pty Ltd, or its nominee, to acquire ordinary shares in the Company as detailed in the accompanying Explanatory Memorandum.”

Voting Exclusion Statement for Resolution 1

The Company will disregard any votes cast on Resolution 1 by:

• DJ Carmichael Pty Ltd;

• any associate of DJ Carmichael Pty Ltd; and

• a person who might participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associate of that person.

• However, the Company need not disregard a vote if it is cast by:

• a person as a proxy for a person who is entitled to vote, in accordance with the directions on the voting form; or

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

Resolution 2 - Approval to issue underwriter’s, sub-underwriter’s and broker’s fee options pursuant to the fully underwritten renounceable rights issue which closed on 5 June 2013

To consider and if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX listing rule 7.1 and all other purposes Shareholders approve the issue of long dated quoted options to acquire ordinary shares in the Company to the underwriter, sub-underwriters and broker of the Company’s renounceable rights issue which closed on 5 June 2013, as detailed in the accompanying Explanatory Memorandum.”

Voting Exclusion Statement for Resolution 2

The Company will disregard any votes cast on Resolution 2 by:

• a person who may participate in the proposed issue of securities;

• a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed; and

• any associate of those persons.

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Red Gum Resources Limited ACN 119 641 986

However, the Company need not disregard a vote if it is cast by:

• a person as a proxy for a person who is entitled to vote, in accordance with the directions on the voting form; or

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

General business

Managing Director’s Report on current activities

By order of the board

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Malcolm Lucas-Smith Company Secretary 17th June 2013

NOTES:

1. Further details of the Resolutions in this Notice of Meeting are contained in the Explanatory Memorandum accompanying this Notice of Meeting. The Explanatory Memorandum should be read together with, and forms part of, this Notice of Meeting.

2. Members unable to attend the Meeting can complete the Proxy Form contained in this Notice of Meeting. The form must be received by the Company at the address or the facsimile number indicated on the Proxy Form no later than 48 hours before the Meeting.

3. In accordance with the Corporations Act, a person’s entitlement to vote at the Annual General Meeting will be determined by reference to the number of fully paid ordinary shares registered in the name of that person (reflected in the register of members) as at 7.00pm on 23 July 2013. Members that do not hold shares at this time will be ineligible to vote at the meeting.

4. Members unable to attend the Meeting are urged to complete the attached Proxy Form and return it to the Company in accordance with Note 2. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy. A proxy need not be a Member of the Company. A Member who is 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. If no proportion or number is specified, then in accordance with section 249X(3) of the Corporations Act 2001, each proxy may exercise half of the votes. Proxies must be lodged at the registered office of the Company or the Company’s share registry, no later than fortyeight hours before the meeting or adjourned meeting. A form of proxy together with a return addressed envelope is provided with this notice.

5. Members will be provided with a reasonable opportunity to ask questions about, or make comments on the management of the Company. Members are invited to submit any questions to the Company no later than 5 business days before the meeting.

VOTING IN PERSON

Members who plan to attend the Meeting are asked to arrive at the venue 30 minutes prior to the time designated for the Meeting, if possible, so that we may check the shareholding against the Share Register and note attendances.

In order to vote in person at the Meeting, a corporation that is a Member or a proxy may appoint an individual to act as its representative. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the Meeting evidence of their appointment, including any authority under which it is signed.

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Red Gum Resources Limited ACN 119 641 986

Part C: Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Members in connection with the business to be conducted at an Extraordinary General Meeting of the Company to be held at Level 3, London House, 216 St Georges Terrace, Perth WA on Thursday, 25 July 2013, commencing at 4:00pm (Perth time).

A copy of the Notice of Meeting (including this Explanatory Memorandum) was lodged with ASX on 24 June 2013. The ASX does not take responsibility for the content of the Notice of Meeting (including this Explanatory Memorandum).

This Explanatory Memorandum forms part of the Notice of Meeting and must be read together with that Notice. The purpose of this Explanatory Memorandum is to provide Members with an explanation of the business of the Meeting and of the Resolutions to be proposed and considered at the Meeting and to assist Members in determining how they wish to vote on each of the Resolutions.

The Directors intend to support each of the Resolutions.

Ordinary Resolutions

Resolution 1 – Approval to issue corporate advisory service fee options

On 28 March 2013 the Company entered into a Corporate Advisory Services Mandate with DJ Carmichael Pty Ltd (“DJC”), a leading Perth based corporate advisor and broker. In accordance with the terms of the Mandate DJC are to provide services for an initial 12 month period.

In accordance with the terms of the Mandate DJC are entitled to receive 5,000,000 unquoted corporate advisory fee options for nil consideration exercisable at $0.15 each and expiring 30 April 2016. Apart from the exercise price and the expiry date the general terms of the options are the same as other options already on issue to other holders.

DJC agreed to defer receipt of the options until approval could be obtained at the next general meeting in order to not reduce the Company’s capability to issue up to 15% of its issued capital in the interim, pursuant to ASX listing rule 7.1. The options will be issued within one month of approval and in any case no later than three months after the Meeting. Funds raised upon exercise of the options will be used for general working capital.

Listing Rule 7.1

Listing Rule 7.1 broadly provides, subject to certain exceptions, that a company may not issue or agree to issue securities which represent more than 15% of the company's issued capital at the beginning of any 12 month period without obtaining Member approval and none of the exceptions under Listing Rule 7.2 apply to this proposed issue.

Member approval to this issue will preserve the Company’s ability to issue up to 15% of its issued capital without seeking Member approval. In addition the Company has an existing approval to issue shares up to an additional 10% of its issued capital pursuant to ASX Listing Rule 7.1A, approved by the Members on 29 November 2012, during the 12 month period following that approval.

The Chairman of the Meeting will be casting undirected proxies in favour of this Resolution. All Directors of the Company will be voting in favour of this Resolution and unanimously recommend that all Members also vote in favour of this Resolution.

Rights attaching to options – applicable to this Resolution and the following Resolution 2

• (a) The Options are issued for no consideration and vest on the date that they are issued;

• (b) The Options will not be transferable in whole or in part and may not be exercised by any other person (except, in the case of the Option holder’s death, by his or her legal personal representative);

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Red Gum Resources Limited ACN 119 641 986

• (c) The number of Options that may be exercised at any one time must not be less than 20,000 unless the total number of Options held is less than 20,000 then that number of Options;

• (d) Upon the valid exercise of the Options and payment of the Exercise Price, the Company will issue fully paid ordinary shares ranking pari passu with the then issued ordinary shares;

• (e) Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. The Company will, where required pursuant to the ASX Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the Options, in accordance with the requirements of the Listing Rules;

• (f) Option holders do not participate in any dividends unless the Options are exercised and the resultant shares of the Company are issued prior to the record date to determine entitlements to the dividend;

• (g) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:

  • (1) the number of Options, the Exercise Price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders; and

  • (2) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged;

• (h) The Company will apply for quotation of the Long Dated Options ( Resolution 2). The Company will apply for listing of the resultant Shares of the Company issued upon the exercise of any Option;

• (i) If there is a pro rata issue (except a bonus issue), the Exercise Price of an Option may be reduced according to the following formula:

  • O[n] = O – E [P-(S + D)]

  • N + 1

  • Where:

  • O[n] = the new exercise price of the Option;

  • O = the old exercise price of the Option;

  • E = the number of underlying securities into which one Option is exercisable;

  • P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex right date or the ex entitlements date;

  • S = the subscription price for a security under the pro rata issue;

  • D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);

  • N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

• (j) If there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue; and

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Red Gum Resources Limited ACN 119 641 986

• (k) The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options.

Resolution 2 - Approval to issue underwriter’s, sub-underwriters and broker’s fee options pursuant to the fully underwritten renounceable rights issue which closed on 5 June 2013

On 6 May 2013 the Company announced a fully underwritten renounceable rights issue (“the RRI”) of one new share at an issue price of $0.03 each, for every two shares held on the record date of 20 May 2013 to raise up to approximately $1.125 million. The RRI included the issue of one unquoted free attaching short dated option for every two shares issued, exercisable at $0.07 each on or before 15 November 2013, and one quoted free attaching long dated option for every two shares issued, exercisable at $0.10 each on or before 1 March 2016.

The leading Perth based corporate advisor and broker, DJ Carmichael Pty Ltd (“DJC” or the “Underwriter”), was appointed Lead Manager and Underwriter for the RRI, with the right to appoint suitable sub-underwriters on terms and conditions satisfactory to DJC at their sole discretion.

The RRI closed fully subscribed on 5 June 2013 following support by the Underwriter and subunderwriters as announced on 7 June 2013.

Purpose of this Resolution

The purpose of this Resolution is to obtain approval to issue the Long Dated options detailed at Items I and 2 below for nil consideration to the recipients in accordance with the Offer Prospectus.

The Underwriter’s and sub-underwriter’s fees as disclosed in the Offer Prospectus included the following options subject to Shareholder approval:

1. Broker Options: 5,000,000 long dated quoted options exercisable $0.10 expiring 1 March 2016 to be issued to DJC on the same terms as those issued in the RRI; and

2. Sub-underwriter commitment options: 31,266,365 Long Dated quoted options exercisable at $0.10 expiring 1 March 2016 to be issued to DJC on the same terms as those issued in the RRI, for issue to sub-underwriters at the sole discretion of DJC.

The quoted free attaching long dated options to be issued as above are on the same terms and conditions as the long dated quoted options issued to eligible shareholders pursuant to the RRI (ASX Code:RGXO) and will therefore be quoted upon issue, subject to ASX approval. The options will be issued within one month of approval and in any case no later than three months after the Meeting . Funds raised upon exercise of the options will be used for general working capital.

Following completion of the RRI the Company now has issued capital of 112,468,097. In addition following the option issue detailed above the Company will have the following options on issue:

Quoted and unquoted option on issue

Quoted Options
Expiry Date	Exercise Price	**Number **
1 March 2016	$0.10 each	55,011,055
Unquoted Options
15November 2013	$0.07each	18,744,690
25November 2014	$0.25	1,000,000
25November 2016	Variable $0.30-$0.35 each#	1,000,000
25November 2017	Variable $0.35-$0.40 each#	1,000,000
25November 2018	Variable $0.40-$0.45 each#	1,000,000
	TOTALOPTIONS	77,755,745

# Unquoted options issued to the Managing Director subject to variable exercise prices in accordance with the terms of his Employment Agreement. If not exercised beforehand the options will expire 3 months after the Managing Director’s resignation which was effective on 5 June 2013.

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Red Gum Resources Limited ACN 119 641 986

Listing Rule 7.1

Listing Rule 7.1 broadly provides, subject to certain exceptions, that a company may not issue or agree to issue securities which represent more than 15% of the company's issued capital at the beginning of any 12 month period without obtaining Member approval and none of the exceptions under Listing Rule 7.2 apply to this proposed issue.

Member approval to this issue will preserve the Company’s ability to issue up to 15% of its issued capital without seeking Member approval. In addition the Company has an existing approval to issue shares up to an additional 10% of its issued capital pursuant to ASX Listing Rule 7.1A, approved by the Members on 29 November 2012, during the 12 month period following that approval.

The Chairman of the Meeting will be casting undirected proxies in favour of this Resolution. All Directors of the Company will be voting in favour of this Resolution and unanimously recommend that all Members also vote in favour of this Resolution.

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Lodge your vote:

Red Gum Resources Limited ABN 66 119 641 986

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

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Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

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For all enquiries call:

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Proxy Form  For your vote to be effective it must be received by 4:00pm (Perth time) Tuesday 23 July 2013 How to Vote on Items of Business Signing Instructions All your securities will be voted in accordance with your directions. Individual: Where the holding is in one name, the securityholder must sign. Appointment of Proxy Joint Holding: Where the holding is in more than one name, all of Voting 100% of your holding: Direct your proxy how to vote by the securityholders should sign. marking one of the boxes opposite each item of business. If you do Power of Attorney: If you have not already lodged the Power of not mark a box your proxy may vote as they choose. If you mark Attorney with the registry, please attach a certified photocopy of the more than one box on an item your vote will be invalid on that item. Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Voting a portion of your holding: Indicate a portion of your Sole Company Secretary, this form must be signed by that person. If voting rights by inserting the percentage or number of securities the company (pursuant to section 204A of the Corporations Act you wish to vote in the For, Against or Abstain box or boxes. The 2001) does not have a Company Secretary, a Sole Director can also sum of the votes cast must not exceed your voting entitlement or sign alone. Otherwise this form must be signed by a Director jointly 100%. with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as Appointing a second proxy: You are entitled to appoint up to two applicable. proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of Attending the Meeting securities for each proxy, otherwise each proxy may exercise half of Bring this form to assist registration. If a representative of a corporate the votes. When appointing a second proxy write both names and securityholder or proxy is to attend the meeting you will need to the percentage of votes or number of securities for each in Step 1 provide the appropriate “Certificate of Appointment of Corporate overleaf. Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com A proxy need not be a securityholder of the Company. under the information tab, "Downloadable Forms".

A proxy need not be a securityholder of the Company.

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf

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to indicate your directions

XX

I/We being a member/s of Red Gum Resources Limited hereby appoint

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the Chairman of the meeting

OR



PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of Red Gum Resources Limited to be held at Level 3, London House, 216 St Georges Terrace, Perth WA 6000 on Thursday, 25 July 2013 at 4:00pm and at any adjournment of that meeting.

• Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

• BUSINESS 1 Approval to issue corporate advisory service fee options 2 Approval to issue underwriter's, sub-underwriter's and broker's fee options pursuant to the fully underwritten renounceable rights issue which closed on 5 June 2013

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
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