MCS SERVICES LIMITED — Proxy Solicitation & Information Statement 2014

Mar 27, 2014

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Red Gum Resources Limited

ACN 119 641 986

Notice of Extraordinar General Meetin y g

Date of Meeting: Monday, 28 April 2014 Time of Meeting: 11:00 am (Sydney time) Place of Meeting: City Tattersalls Club, The Sydney Room, Level 2, 194-204 Pitt Street, Sydney NSW

RGX EGM NOM EM 28Apr14 final.docx

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

19 March 2014

Dear Shareholders,

As Executive Chairman of the Company I am pleased to invite you to attend Red Gum’s Extraordinary General Meeting to be held on Monday, 28 April 2014. Details are contained in the accompanying Notice of Meeting and Explanatory Memorandum, which also provides the agenda and background for each of the resolutions to be put to shareholders at that meeting.

As you know Red Gum, like many other junior exploration companies, has in recent times had difficulty in maintaining investor support and raising further funds to advance its operations, notwithstanding our positive achievements including the discoveries at our Majada and La Negra projects in Chile. Attempts to refine our business strategy through a greater focus on copper-gold exploration in Chile, through proposed strategic alliances and disposal of our Peruvian assets, have not come to fruition, despite protracted negotiations. The Company now considers that the responsible course is to review that strategy, given the current difficult market conditions.

The Board, together with its advisers, has determined that in order to rebuild shareholder value it is necessary to reinvigorate the Company’s business strategy, through the identification of new opportunities. As announced on 24 February 2014, the Company has entered into a mandate with DJ Carmichael Pty Limited ( DJ Carmichael ) to undertake a renounceable rights issue (to be fully underwritten by DJ Carmichael) and put in place a converting loan facility. The Company will use these funds to identify suitable opportunities, as well as for working capital and the costs of the issue.

This Notice of Meeting results from that mandate with DJ Carmichael, and in particular the business of the meeting is to seek shareholder approval of the conversion of convertible loans (Resolution 4), and approval of options attaching to those convertible loans (Resolution 5), on the same terms as the options offered under the rights issue. The Company is also seeking shareholder approval for two prior placements, to refresh the Company's ability to raise further funds if required, under the Listing Rules (Resolutions 1, 2 and 3), as well as approval for a possible further issue of shares (Resolution 6).

Your Directors intend to vote in support of each resolution, where legally entitled to do so, and recommend that you vote FOR each resolution, where legally entitled to do so. We believe that reviewing our business strategy, with assistance from our advisers including DJ Carmichael, will enable the Company to take advantage of new opportunities and maximise shareholder value.

Thank you for your support.

Yours faithfully

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Dr. Raymond Shaw Executive Chairman

Red Gum Resources Limited

RGX EGM NOM EM 28Apr14 final.docx

Red Gum Resources Limited ACN 119 641 986

Part B: Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of the Shareholders of Red Gum Resources Limited (the “ Company ”) will be held at City Tattersalls Club, The Sydney Room, Level 2, 194-204 Pitt Street, Sydney NSW on Monday, 28 April 2014 at 11:00am.

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, before 11:00am ACST on Saturday, 26 April 2014. 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. 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

1. Executive Chairman's presentation

2. Proposed Ordinary Resolutions:

3. i Ratification of prior share placement in November 2013

4. ii Ratification of prior share placement in March 2014

5. iii Approval of placement attaching quoted options

6. iv Approval of conversion of Convertible Loans

7. v Approval of Convertible Loans attaching quoted options vi Approval of future securities issue

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Red Gum Resources Limited ACN 119 641 986

AGENDA

Proposed Resolutions

Resolution 1 – Ratification of prior share placement in November 2013

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

"That approval be given, for the purposes of ASX Listing Rule 7.4 and all other purposes, to the prior issue and allotment in November 2013 of 15,000,000 fully paid ordinary shares at $0.02 each for a total consideration of $300,000, to non-related sophisticated investors in the manner described in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”

Voting Restriction on Resolution 1

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

• A person who participated in the issue of securities; and

• Any associate of those persons.

• 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 person chairing 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 – Ratification of prior share placement in March 2014

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

• "That approval be given, for the purposes of ASX Listing Rule 7.4 and all other purposes, to the prior issue and allotment in March 2014 of 1,870,215 fully paid ordinary shares at $0.003 each for a total consideration of $5,611, to non-related sophisticated investors in the manner described in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”

Voting Restriction on Resolution 2

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

• A person who participated in the issue of securities; and

• Any associate of those persons.

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 person chairing 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 3 – Approval of Placement attaching quoted options

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

• "That approval be given, for the purposes of ASX Listing Rule 7.1 and all other purposes, to the issue and allotment of 467,554 attaching quoted options exercisable at $0.01 expiring 15/11/2017 to nonrelated sophisticated investors in the manner described in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”

Voting Restriction on Resolution 3

The Company will disregard any votes cast on Resolution 3 by:

• A person who may participate in the issue of securities;

• A person who may obtain a benefit except solely in the capacity of a holder of ordinary securities if the resolution is passed; and

• Any associate of those persons.

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 person chairing 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.

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Red Gum Resources Limited ACN 119 641 986

Resolution 4 – Approval of conversion of Convertible Loans

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

"That approval be given, for the purposes of ASX Listing Rule 7.1 and all other purposes, to the conversion of the Convertible Loans by the issue and allotment to the note holders of 176,654,220 fully paid ordinary shares at an issue price of $0.003 each in the manner described in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”

Voting Restriction on Resolution 4

The Company will disregard any votes cast on Resolution 4 by:

• A person who may participate in the issue of securities;

• A person who may obtain a benefit except solely in the capacity of a holder of ordinary securities if the resolution is passed; and

• Any associate of those persons.

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 person chairing 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 5 – Approval of Convertible Loans attaching quoted options

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

"That approval be given, for the purposes of ASX Listing Rule 7.1 and all other purposes, to the issue and allotment of 44,163,555 Convertible Loans attaching quoted options exercisable at $0.01 expiring 15/11/2017 to the Convertible Loan holders in the manner described in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”

Voting Restriction on Resolution 5

The Company will disregard any votes cast on Resolution 5 by:

• A person who may participate in the issue of securities;

• A person who may obtain a benefit except solely in the capacity of a holder of ordinary securities if the resolution is passed; and

• Any associate of those persons.

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 person chairing 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 6 – Approval of future securities issue

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

"That for the purposes of Listing Rule 7.1 and for all other purposes, approval be given in advance to the future allotment and issue of up to 200,000,000 securities, to any party or parties nominated by the Company or by DJ Carmichael Pty Ltd (who shall not be related parties) for any purpose considered by the Directors to be consistent with the stated objectives of the Company as announced from time to time and at the sole discretion of the Directors, in the case of shares at an issue price being no less than 80% of the average market price of the Company’s ordinary shares over the 5 trading days before the day on which the issue is made or, if there is a Prospectus, Offer Information Statement or Product Disclosure Statement relating to the issue, over the last 5 days on which sales in the securities were recorded before the date on which the Prospectus, Offer Information Statement or Product Disclosure Statement is signed, or in the case of options on terms and conditions considered appropriate by the Directors at the time along the lines set out in the Explanatory Memorandum."

Voting Restriction on Resolution 6

The Company will disregard any votes cast on Resolution 6 by:

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

• A person who may obtain a benefit except 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 person chairing 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

Executive Chairman’s Report on current activities.

By order of the board

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Malcolm Lucas-Smith Company Secretary 19 March 2014

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Red Gum Resources Limited ACN 119 641 986

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. Shareholders 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 26 April 2014 at 11:00am ACST.

3. In accordance with the Corporations Act, a person’s entitlement to vote at the 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 Shareholders) as at 7.00pm ACST on 26 April 2014. Shareholders that do not hold shares at this time will be ineligible to vote at the meeting.

4. Shareholders 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 Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. A proxy need not be a Shareholder of the Company. A Shareholder 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 forty-eight hours before the Meeting or adjourned Meeting. A form of proxy together with a return addressed envelope is provided with this notice.

5. For Intermediary Online subscribers only (custodians), cast the shareholder’s vote online by visiting www.intermediaryonline.com.

VOTING IN PERSON

Shareholders 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 shareholder 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.

RGX EGM NOM EM 28Apr14 final.docx

Red Gum Resources Limited ACN 119 641 986

Part C: Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at a Meeting of the Company to be held at City Tattersalls Club, The Sydney Room, Level 2, 194-204 Pitt Street, Sydney NSW on Monday, 28 April 2014, commencing at 11:00am (Sydney time).

A copy of the Notice of Meeting (including this Explanatory Memorandum) was lodged with ASX on 28 March 2014. 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 Shareholders with an explanation of the business of the Meeting and of the Resolutions to be proposed and considered at the Meeting, and to assist Shareholders in determining how they wish to vote on each of the Resolutions.

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.

- RESOLUTIONS 1, 2 & 3 Ratification of prior securities placements and approval to placement

attaching options

On 5 November 2013 the Company announced a placement of 15 million fully paid ordinary shares to nonrelated sophisticated investors introduced by DJ Carmichael Pty Ltd and Sanston Financial Group Limited, to raise $0.300 million at $0.02 per share, and the placement was completed on 19 November 2013 pursuant to the Company’s existing capacity under ASX Listing Rule 7.1 (Resolution 1). As announced the funds were used for the purpose of undertaking necessary technical and legal due diligence associated with the formation of a possible alliance with Rio Perdido Copper Limited (which proposed alliance was announced to the market on 30 October 2013), as well as for general working capital, including maintaining the Company's tenements. Unfortunately, as announced on 10 February 2014, it was not possible to proceed with the proposed alliance, due to the inability of the other parties concerned to finalise the necessary funding within a suitable time frame.

Subsequently, the Company announced on 3 March 2014 that it would undertake a fully underwritten renounceable rights issue of 3 new shares for every 2 shares held by eligible shareholders at an issue price of $0.003 per share, and including 1 quoted option for each 4 shares issued, plus underwriter's options, all exercisable at $0.01 expiring 15 November 2017, to raise approximately $582,000. Pro rata securities issues are an exception (ASX Listing Rule 7.2 exception 1) to the requirements of ASX Listing Rule 7.1, as are options issued to underwriters (ASX Listing Rule 7.2 exception 2) and do not require shareholder approval. However the rights issue is mentioned here as the quoted options the subject of Resolutions 3 & 5 are on the same terms as those to be issued as part of the rights issue, and will be issued prior to the date of this Meeting.

Concurrently, the Company decided to utilise its remaining capacity under ASX Listing Rule 7.1, and made a minor placement of 1,870,215 shares, again at $0.003 each, to non-related sophisticated investors introduced by DJ Carmichael Pty Ltd, which raised an additional $5,611 for working capital (Resolution 2). This placement also included the issue of 467,554 quoted options (subject to shareholder approval) exercisable at $0.01 each expiring on 15 November 2017, being at the same rate and terms as the renounceable rights issue options detailed above, with a maximum subscription price of $0.0001 each (Resolution 3). The option terms and conditions are detailed at Appendix A.

Purpose of Resolution 1

The purpose of Resolution 1 is to ratify the previously issued placement of 15,000,000 fully paid ordinary shares allotted and issued on 19 November 2013 at $0.02 per share which raised a total of $300,000 before costs.

Purpose of Resolution 2

The purpose of Resolution 2 is to ratify the previously issued placement of 1,870,215 fully paid ordinary shares allotted and issued on 3 March 2014 at $0.003 per share which raised a total of $5,611 before costs.

Purpose of Resolution 3

The purpose of Resolution 3 is to approve the issue and allotment of 467,554 quoted options, at no cost to the recipients, exercisable at $0.01 expiring on 15 November 2017. The options the subject of this resolution will be issued within 1 month of the date of this meeting, and in any case, no later than 3 months after the Meeting.

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Red Gum Resources Limited ACN 119 641 986

The Company will seek quotation of these options as soon as possible after the options associated with the renounceable rights issue are quoted (to ensure sufficient spread), subject to ASX approval to the quotation.

Listing Rules 7.1 and 7.4

Listing Rule 7.1 applies to Resolution 3 and 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, calculated according to the requirements of Listing Rule 7.1, without obtaining Shareholder approval, and none of the exceptions under Listing Rule 7.2 apply to this issue.

Listing Rule 7.4 applies to the shares already issued under Resolutions 1 & 2 and provides for the Company to obtain subsequent approval to an issue of securities provided that issue did not breach Listing Rule 7.1, which is the case. Shareholder approval to this Resolution will preserve the Company’s ability to issue up to 15% of its issued capital without seeking Shareholder approval.

RESOLUTIONS 4 & 5 - Approval of conversion of Convertible Loans and the issue of attaching quoted

options

On 3 March 2014 the Company announced a fund raising which included unsecured loans (“the Convertible Loans”) of $529,962.66, capable of conversion into fully paid ordinary shares at a conversion rate of $0.003 per share (176,654,220 shares), subject to shareholder approval of the conversion. The Convertible Loan participants are non-related sophisticated investors introduced by DJ Carmichael Pty Ltd and, as announced, the funds raised are being used for general working capital. The Convertible Loans are subject to standard conditions for a facility of this type in the circumstances including:

• An interest rate of 12% per annum;

• Default interest rate 18% per annum;

• Proceeds of any asset sales received prior to conversion to be applied first in repayment of the Convertible Loans;

• If approval to convert is not obtained at the next EGM following settlement (ie this meeting), the Convertible Loans will be repayable on demand and each note holder will be entitled to a penalty payment equivalent to $0.001 per option held; and

• In the event that approval to convert is granted, the Company must immediately apply to the ASX for quotation of the resulting shares and options.

Further, the conversion terms include the issue to the lenders of 1 quoted option for each 4 conversion shares at no cost to the recipients, exercisable at $0.01 expiring on 15 November 2017, being the same terms as for the renounceable rights issue options announced to the market on 3 March 2014, and detailed under Resolutions 1 & 2 above.

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, calculated according to the requirements of Listing Rule 7.1, without obtaining Shareholder approval, and none of the exceptions under Listing Rule 7.2 apply to this issue. If this Resolution is approved the number of securities to be issued as a result will be 176,654,220 shares (representing 35.3% of the then issued capital) plus 44,163,555 options (both subject to rounding), assuming all prior Resolutions are approved and the renounceable rights issue has been completed. Table 1 below details the securities on issue prior and post this Resolution and assumes that all prior Resolutions are approved:

Table1 –Securities on issue priorand postResolutions4& 5	Table1 –Securities on issue priorand postResolutions4& 5	Table1 –Securities on issue priorand postResolutions4& 5
Security	Prior Resolutions4& 5	Resolutions4& 5issue	PostResolutions4& 5
Shares	129,338,312	176,654,220	305,992,532
Quoted options ex$0.10 exp1/03/2016	61,234,053	-	61,234,053
Unquoted options ex$0.25 exp 6/09/2014	1,000,000	-	1,000,000
Unquoted options ex$0.15 exp 30/04/2016	5,000,000	-	5,000,000
Unquoted options ex$0.01exp15/11/2017	467,554	44,163,555	44,631,109

Note: The ASX will be asked to quote the options expiring 0n 15/11/2017 when a sufficient spread is available.

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Red Gum Resources Limited ACN 119 641 986

The conversion securities (subject to approval) will be issued within 1 month of the date of this meeting (in any case no later than 3 months after the Meeting) and the Company will immediately apply for quotation of the conversion securities. Based on advice provided to it, the Company understands that there will be a sufficient spread of security holders, and that no control issues will arise as a result of the conversion.

Purpose of Resolution 4

The purpose of Resolution 4 is to obtain approval to conversion of the Convertible Loans by the issue to the lenders of 176,654,220 fully paid ordinary shares.

Purpose of Resolution 5

The purpose of Resolution 5 is to obtain approval to the issue of 44,163,555 quoted options ex $0.01 exp 15/11/2017, being attaching options arising from Resolution 4, with a maximum subscription price of $0.00001 each. In the event that Resolution 4 is not approved then Resolution 5 will not be considered by the Meeting.

Listing Rule 7.3

In accordance with Listing Rule 7.3 the following information is provided in relation to the proposed issue of the securities:

• a) The maximum number of securities the entity is to issue

• The maximum number of securities to be issued is 176,654,220 shares and 44,163,555 quoted options.

b) The date by which the entity will issue the securities

• The securities will be issued within one month of the date of this Meeting but in any event no later than three months after the Meeting.

c) The issue price of the securities

For the shares - $0.003 each.

For the quoted options - $0.00001 each.

d) The names of the allottees

The Convertible Loan participants are non-related sophisticated investors introduced by DJ Carmichael Pty Ltd.

e) The terms of the securities

For any shares issued

All shares issued will be fully paid ordinary shares that rank equally in all respects with the existing fully paid ordinary shares.

For any options issued

The option terms and conditions are detailed in Appendix A.

f) The intended use of the funds raised

As announced on 3 March 2014 the funds are being used for general working capital.

RESOLUTION 6 – Approval of future securities placement

It is clear from the announcements already released that the Company is seeking to identify new opportunities which may require the raising of further funds or the issue of securities for the acquisition of assets.

Plus there will be an ongoing need for further working capital to, amongst other things, ensure that all relevant tenement payments are kept up to date where necessary to preserve the value of the Company’s assets.

Accordingly, the Company, and its corporate advisor DJ Carmichael Pty Ltd, propose to investigate the possibility of a future placement to raise funds and/or to make a security issue to satisfy future project related commitments, of up to 200 million securities being shares and/or options as determined by the Directors having regard to the intended purpose and advice provided by DJ Carmichael Pty Ltd at the time, and to be issued no later than three months after the date of this Meeting.

Any options issued under this Resolution may or may not be quoted having regard to advice provided by DJ Carmichael Pty Ltd at the time. In addition it must be noted the number of options which may be issued is limited by Listing Rule 7.16 which provides that an entity must not issue options if it would have more options on issue than its underlying securities, with one exception which is not applicable here.

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Red Gum Resources Limited ACN 119 641 986

Possible share issues

Any fully paid ordinary shares issued under this Resolution will be issued at a price no less than 80% of the average market price of the Company’s ordinary shares calculated over the 5 trading days before the day on which the issue is made.

Possible option issues

As stated in the Resolution, the terms and conditions of any options issued will be determined by the Directors at the time having regard to the intended purpose of the issue and may or may not be quoted, subject to advice received from DJ Carmichael Pty Ltd. Examples of possible terms and conditions are set out below. The general terms and conditions of all options issued by the Company are provided in Appendix A.

Example 1. Possible terms for free attaching quoted options

If the options are free attaching related to a share placement and are to be quoted, the terms may be the same as the options to be issued subject to the approval of resolutions 2 and 4 above i.e exercisable at $0.01 and expiring on 15/11/17, but depending on market conditions at the time. Alternatively and subject to advice received from DJ Carmichael Pty Ltd the ratio may be one option for up to every three shares subscribed and the applicable exercise price may be up to 3 times the issue price of the related shares with a term of 3 years.

Example 2. Possible terms for free attaching unquoted options

If the options are free attaching relating to a share placement and are not to be quoted, then the ratio may be one option for up to every two shares subscribed and the applicable exercise price may be 2 times the issue price of the related shares with a term of 12 months.

Example 3. Possible terms for options not related to a placement

Options not related to a share placement, and either quoted or unquoted, may be issued for any other purpose on terms and conditions at the discretion of the Directors again having regard to advice provided by DJ Carmichael Pty Ltd. The terms and conditions may be the same as the possible placement options detailed in Examples 1 & 2 above except that the exercise prices may be the same multiple based upon no less that 80% of the average market price of the Company’s ordinary shares calculated over the 5 trading days before the day on which the option issue is made.

Purpose of this Resolution

If all Resolutions related to security issues proposed for this Meeting including this Resolution 5 are approved, the Company will have approval in advance to issue up to 200 million additional securities pursuant to Listing Rule 7.1, which may be either of shares or options or a combination of both at the discretion of the Directors and having regard for advice provided by DJ Carmichael Pty Ltd. At this time the final number of shares and their issue price, or options to be issued is not known, however, three examples of possible issued capital are provided based upon different scenarios assuming that all shares are issued at $0.003 each (the same price as the recent renounceable rights issue), and that none of the Company’s existing options have been exercised in the interim.

Examples of possible issued capital
Example A. 200 million shares are issued at $0.003 each to raise $0.600 million before costs
Issued capital prior to this meeting	129,338,312
Renounceable rights issue new shares	194,007,468
Shares to be issued if Resolution 3 is approved	176,654,220
Shares issued pursuant to this Resolution	200,000,000
Issued capital following this Meeting	700,000,000
Example B. 150 million shares are issued at $0.003 each to raise $0.450 million before costs
Issued capital prior to this meeting	129,338,312
Renounceable rights issue new shares	194,007,468
Shares to be issued if Resolution 3 is approved	176,654,220
Shares issued pursuant to this Resolution	150,000,000
Issued capital following this Meeting	650,000,000
Example C. 100 million shares are issued at $0.003 each to raise $0.300 million before costs
Issued capital prior to this meeting	129,338,312
Renounceable rights issue new shares	194,007,468
Shares to be issued if Resolution 3 is approved	176,654,220
Shares issued pursuant to this Resolution	100,000,000
Issued capital following this Meeting	600,000,000

RGX EGM NOM EM 28Apr14 final.docx

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 calculated in accordance with the requirements of Listing Rule 7.1, without obtaining shareholder approval.

Assuming that Resolutions 1 & 3 above are approved, the proposed issue of the additional 200 million securities (if all were shares) will represent 40% of the issued capital and requires shareholder approval under Listing Rule 7.1 and none of the exceptions under Listing Rule 7.2 apply. The Company expects that there will be a sufficient spread of security holders, and that no control issues will arise as a result of the issue.

Listing Rule 7.3

In accordance with Listing Rule 7.3 the following information is provided in relation to the proposed issue of the securities:

g) The maximum number of securities the entity is to issue

• The maximum number of securities to be issued is 200 million comprising either shares or options (with the number of options limited as per the comments above regarding Listing Rule 7.16) or a combination of both.

h) The date by which the entity will issue the securities

• The securities will be issued progressively as required but in any event no later than three months after the date of this Meeting;

i) The issue price of the securities For any shares issued

The issue price of any shares issued will be no less than 80% of the average market price of the Company’s ordinary shares over the 5 trading days before the day on which the issue is made. For any free attaching quoted options

The applicable exercise price may be up to 3 times the issue price of the related shares. For any free attaching unquoted options

The applicable exercise price may be up to 2 times the issue price of the related shares. For any other options not related to a placement

The options will be on the same terms as the possible placement options detailed above except that the exercise prices will be the same multiple but based upon no less than 80% of the average market price of the Company’s ordinary shares over the 5 trading days before the day on which the issue is made.

j) The names of the allottees

• The allottees names are unknown at this time but will be non-related sophisticated investors introduced by the Company or by DJ Carmichael Pty Ltd.

k) The terms of the securities

For any shares issued

Any shares issued will be fully paid ordinary shares that rank equally in all respects with the existing fully paid ordinary shares.

For any options issued

The possible terms and conditions are detailed in Examples 1, 2 & 3 above.

l) The intended use of the funds raised

It is clear from the announcements already released that the Company is seeking to identify new opportunities which may require the raising of further funds or the issue of securities for the acquisition of assets, plus there will be an ongoing need for further working capital to, amongst other things, ensure that all relevant tenement payments are kept up to date where necessary to preserve the value of the Company’s assets.

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

RGX EGM NOM EM 28Apr14 final.docx

APPENDIX A

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RED GUM RESOURCES LIMITED

STANDARD RIGHTS ATTACHING TO OPTIONS

The various option classes on issue by the Company have differing Exercise Prices and differing Expiry Dates, however, the standard rights attaching to the options are the same for each class and are set out below:

• (a) Unless otherwise indicated, the options are issued at no cost to the recipient 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);

• (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

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• (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 has both quoted and unquoted options on issue. Unless indicated otherwise at the time of issue, the Company does not intend to quote the options on the ASX, however the Company will apply for listing of 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

• (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.

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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

T 000001 000 RGX MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

Proxy Form  For your vote to be effective it must be received by 1 1 :00 a m (Sydney time) Saturday 26 April 2014 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".

Proxy Form

How to Vote on Items of Business

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.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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
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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.

I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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XX
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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 City Tattersalls Club, The Sydney Room, Level 2, 194-204 Pitt Street, Sydney NSW on Monday, 28 April 2014 at 1 1 :00 a m (Sydney time) and at any adjournment of that meeting.

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STEP 2 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. Ratification of prior share placement in November 2013
2. Ratification of prior share placement in March 2014
3. Approval of Placement attaching quoted options
4. Approval of conversion of Convertible Loans
5. Approval of Convertible Loans attaching quoted options
6. Approval of future securities issue
SAMPLE For Against Abstain
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For Against Abstain
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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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R G X

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