MEEKA METALS LIMITED — AGM Information 2012

Sep 26, 2012

INTEGRATED RESOURCES GROUP LIMITED ACN 080 939 135

NOTICE OF ANNUAL GENERAL MEETING

TIME: 10.00 am (AEDT)

DATE: 26 October 2012

PLACE: The Portside Centre, Level 5 207 Kent Street St, Sydney NSW

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 2 9962 8053.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	19
Schedule 1 – Terms and Conditions of Placement Options	21
Proxy Form

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am (AEDT) on 26 October, 2012 at:

The Portside Centre, Level 5 207 Kent Street St, Sydney NSW

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5.00 pm (AEDT) on 24 October 2012.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company; and
• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• if the proxy is not the chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
• o the proxy is not recorded as attending the meeting;
• o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

BUSINESS OF THE MEET ING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2010 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2012."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
• (b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (c) the voter is the Chair and the appointment of the Chair as proxy:
• (i) does not specify the way the proxy is to vote on this Resolution; and
• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR TIMOTHY MOORE

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

"That, for the purpose of clause 17.1 of the Constitution and for all other purposes, Mr Timothy Moore, a Director, retires by rotation, and being eligible, is re-elected as a Director."

3. RESOLUTION 3 – ELECTION OF ROGER STEINEPREIS AS A DIRECTOR

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

"That, subject to and conditional on the passing of Resolution 9, for the purpose of the Constitution and for all other purposes, Mr Roger Steinepreis, being eligible to act as a Director, is elected as a Director of the Company with effect from the date of the completion of the Placement."

4. RESOLUTION 4 – ELECTION OF MORGAN BARRON AS A DIRECTOR

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

"That, subject to and conditional on the passing of Resolution 9, for the purpose of the Constitution and for all other purposes, Mr Morgan Barron, being eligible to act as a Director, is elected as a Director of the Company with effect from the date of the completion of the Placement."

5. RESOLUTION 5 – ISSUE OF SHARES AND OPTIONS TO MR TIM MOORE

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

"That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue up to 25,000,000 Placement Shares and 25,000,000 Placement Options to Mr Tim Moore (or his nominees) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Mr Tim Moore (or his nominees) and any of their associates. 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 Proxy Form, or, 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.

6. RESOLUTION 6 – ISSUE OF SHARES AND OPTIONS TO MR GLENN PARKER

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

"That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue up to 25,000,000 Placement Shares and 25,000,000 Placement Options to Mr Glenn Parker (or his nominees) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Mr Glenn Parker (or his nominee) and any of their associates. 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 Proxy Form, or, 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.

7. RESOLUTION 7 – ISSUE OF SHARES AND OPTIONS TO MR ROGER STEINEPREIS

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

"That, subject to and conditional on the passing of Resolution 3 and Resolution 9, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue up to:

• (a) 28,497,353 Placement Shares;
• (b) 28,497,353 Placement Options; and
• (c) 31,980,359 Shortfall Shares,

to Mr Roger Steinepreis (or his nominees) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Mr Roger Steinepreis (or his nominee) and any of their associates. 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 Proxy Form, or, 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.

8. RESOLUTION 8 – ISSUE OF SHARES AND OPTIONS TO MR MORGAN BARRON

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

"That, subject to and conditional on the passing of Resolution 4 and 9, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue up to:

• (a) 50,000,000 Placement Shares;
• (b) 50,000,000 Placement Options; and
• (c) 25,000,000 Shortfall Shares,

to Mr Morgan Barron (or his nominees) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Mr Morgan Barron (or his nominee) and any of their associates. 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 Proxy Form, or, 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.

9. RESOLUTION 9 – PLACEMENT – SHARES AND OPTIONS

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 400,000,000 Shares and 400,000,000 Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Tim Moore or his nominees and any of their associates (unless Resolution 5 has been defeated), by Mr Glenn Parker or his nominees and any of their associates (unless Resolution 6 has been defeated), by Mr Roger Steinepreis or his nominees and any of their associates (unless Resolution 7 has been defeated) and by Mr Morgan Barron or his nominees and any of their associates (unless Resolution 8 has been defeated) and by any other person who may 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 associates 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 Proxy Form, or, 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.

10. RESOLUTION 10 –APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

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

"That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution 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 associates of those persons. However, the Company will 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 Proxy Form, or, 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.

DATED: 24 SEPTEMBER 2012

BY ORDER OF THE BOARD

JOHN SMITH COMPANY SECRETARY

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 20 June 2012 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.integratedreources.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the previous financial year was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy

You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR TIMOTHY MOORE

Clause 17.1 and 17.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the next lowest whole number nearest one-third, shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

The Company currently has three (3) Directors and accordingly one (1) must retire.

Mr Timothy Moore, the Director longest in office since his last election, retires by rotation and seeks re-election.

4. BACKGROUND TO PROPOSED TRANSACTION

4.1 General

The Company proposes to undertake a placement of 400,000,000 Shares at an issue price of \$0.002 per Share (Placement Share) to raise \$800,000 together with one (1) free-attaching Option for each Placement Share issued (Placement Option) (Placement).

The Placement Options will be exercisable at \$0.00225 each on or before 30 June 2015. The full terms and conditions of the Placement Options are set out in Schedule 1 of this Notice.

Resolution 9 seeks Shareholder approval for the Placement.

Resolutions 5 to 8 (inclusive), seek Shareholder approval for the participation of Directors and the Proposed Directors in the Placement.

4.2 Joint Managers

As announced on 6 September 2012, the Company has entered into an agreement with Ventnor Securities Pty Ltd (Ventnor) and BBY Limited (BBY) (together the Joint Managers), pursuant to which the Joint Managers have agreed to:

• (a) place the shortfall from the Company's recent entitlement issue (which closed on 23 August 2012) of 336,824,510 Shares (Shortfall); and
• (b) manage a placement of Shares and Options to be issued to sophisticated and professional investors,

being the Joint Manager Mandate.

The Shortfall monies (Shortfall Monies) have been received by the Company and are currently held in trust. The Shortfall Monies will be released from the trust subject to the approval by shareholders of Resolution 9. If Resolution 9 is approved by Shareholders, then allotment of the Shortfall will take place.

The Company has agreed to pay to the Joint Managers a fee equal to 6% of the value of funds raised under both the Placement and the Shortfall. This fee will be apportioned equally between Ventnor and BBY. Accordingly, Mr Morgan Barron, who is a Proposed Director (defined below at section 4.3) will be receiving an indirect financial benefit under the Joint Manager Mandate. The financial benefit has been received on arm's length terms.

4.3 Proposed New Directors

Pursuant to the Joint Manager Mandate, each of the Joint Managers is entitled to appoint one (1) Director to the Board. It is proposed that Mr Roger Steinepreis and Mr Morgan Barron will be appointed to the Board on completion of the Placement (Proposed Directors).

Accordingly:

• (a) Resolutions 3 and 4 seek Shareholder approval for the appointment of the Proposed Directors; and
• (b) Resolutions 7 and 8 seek Shareholder approval for the participation of the Proposed Directors in the Placement and the Shortfall.

Existing Director, Mr Glenn Parker, will resign on completion of the Placement. Accordingly, upon completion of the Placement, the Board will comprise four (4) Directors.

Further details of the Proposed Directors are set out below.

Mr Roger Steinepreis

Roger Steinepreis graduated from the University of Western Australia where he completed his law degree. He was admitted as a barrister and solicitor of the Supreme Court of Western Australia in 1987 and has been practising as a lawyer for approximately 22 years.

He is the legal adviser to a number of public companies on a wide range of corporate related matters. His areas of practice focus on company restructures, initial public offerings and takeovers. Mr Steinepreis is a non-executive director of Imugene Limited, Adavale Resources Limited, Firestrike Resources Limited, Apollo Consolidated Limited, Avonlea Minerals Limited and Digislide Holdings Limited (Subject to a Deed of Company Arrangement).

Mr Morgan Barron

Mr Barron is a director of corporate advisory firms Ventnor Capital Pty Ltd and Ventnor Securities Pty Ltd which specialise in the provision of corporate and financial advice to junior resource companies.

Mr Barron is a qualified Chartered Accountant who has worked in various corporate roles both in Australia and Europe. Whilst at Ventnor Capital Pty Ltd he has been involved in a number of director and company secretarial functions and ASX junior transactions.

Mr Barron holds a Bachelor of Commerce Degree, is a member of the Institute of Company directors, and an Associate of the Institute of Chartered Accountants in Australia. He is a Non-Executive Director of Strickland Resources Limited and Non-Executive Director of Enebba Gas Limited.

5. RESOLUTIONS 3 AND 4 – ELECTION OF DIRECTORS – MR ROGER STEINEPREIS AND MR MORGAN BARRON

Resolutions 3 and 4 seek Shareholder approval for the election of Proposed Directors as Directors of the Company, following completion of the Placement.

Details on Proposed Directors' qualifications and experience are set out in Section 4.3 of the Explanatory Statement.

6. RESOLUTIONS 5 – 8 (INCLUSIVE) – ISSUE OF SHARES AND OPTIONS TO MESSRS TIM MOORE, GLENN PARKER, ROGER STEINEPREIS AND MORGAN BARRON

6.1 General

Pursuant to Resolution 9 the Company is seeking Shareholder approval for the Placement.

Messrs Tim Moore, Glenn Parker, Roger Steinepreis and Morgan Barron (together the Participants) wish to participate in the Placement.

In addition, the Proposed Directors wish to take up Shares under the Shortfall (Shortfall Shares).

Resolutions 5 to 8 (inclusive) seek Shareholder approval for the allotment and issue of the following securities (being the Related Party Securities) to the Participants:

Director or Proposed Director	Placement Shares	Placement Options	Shortfall Shares
	(Issue price: \$0.002)	(Issue Price: Nil)	(Issue price: \$0.002)
Mr Tim Moore	25,000,000	25,000,000	Nil
Mr Glenn Parker	25,000,000	25,000,000	Nil
Mr Roger Steinepreis	28,497,353	28,497,353	31,980,359
Mr Morgan Barron	50,000,000	50,000,000	25,000,000

The issue of the Related Party Securities forms part of the Placement and, with respect to the Proposed Directors, the allocation of the Shortfall. Accordingly, the issue of the Related Party Securities will not be in addition to the issue of securities pursuant to the Placement (for which approval is being sought pursuant to Resolution 9).

6.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in Sections 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares and Options which constitutes giving a financial benefit and the Participants are related parties of the Company by virtue of being Directors or Proposed Directors.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because:

• (a) the Placement Shares and Placement Options will be issued to the Participants on the same terms and conditions as Placement Shares and Placement Options issued to non-related party participants in the Placement; and
• (b) the Shortfall Shares will be issued to the Proposed Directors on the same terms and conditions as the rest of the Shortfall shares allocated under the Shortfall,

and as such the giving of the financial benefit is on arm's length terms.

6.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the Placement involves the issue of Shares and Options to related parties of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

6.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the issue of the Related Party Securities:

• (a) the Related Party Securities the subject of Resolutions 4 to 7 (inclusive) will be allotted and issued to:
• (i) Mr Tim Moore;
• (ii) Mr Glenn Parker;
• (iii) Mr Roger Steinepreis; and
• (iv) Mr Morgan Barron,

(or their respective nominees);

• (b) the maximum number of Shares to be issued is set out in the table in Section 6.1 above;
• (c) the Related Party Securities will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (d) the Related Party Securities will be issued to the Participants at the prices stated in the table in Section 6.1 above. Accordingly:

• (i) of the \$800,000 to be raised under the Placement, up to \$256,995 may be raised from the Participants; and

• (ii) of the \$673,650 to be raised via the placement of the Shortfall, up to \$113,961may be raised from the Proposed Directors;
• (e) the Placement Shares and Shortfall Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (f) the Placement Options will be granted on the terms and conditions set out in Schedule 1; and
• (g) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in Section 7.2(i) of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Related Party Securities as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Participants (or their nominees) will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

7. RESOLUTION 9 – APPROVAL OF PLACEMENT – SHARES AND OPTIONS

7.1 General

Resolution 9 seeks Shareholder approval for the Placement, being the allotment and issue of up to 400,000,000 Shares at an issue price of \$0.002 per Share, together with one (1) free attaching Option for every one (1) Share subscribed for and issued, to raise up to \$800,000.

As outlined above at Section 4 of the Explanatory Statement, the Joint Managers have been appointed by the Company as joint lead managers in relation to the Placement.

Pursuant to the Joint Manager Mandate, the Company will pay the Joint Managers a fee of equal to 6% of the value of funds raised pursuant to the Placement (being \$48,000).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 9 will be to allow the Company to issue the Shares and Options pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

7.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of Placement Shares to be issued is 400,000,000;

• (b) the maximum number of Placement Options to be granted is 400,000,000;
• (c) the Placement Shares and Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
• (d) the issue price of each Placement Share will be \$0.002;
• (e) the Placement Options will be free-attaching to the Placement Shares on the basis of one (1) Placement Option for every one (1) Placement Share issued;
• (f) the Placement Shares and Placement Options will be allotted and issued to clients of the Joint Managers (other than the Placement Shares and Placement Options issued to the Participants in accordance with Resolutions 5 – 8 (inclusive));
• (g) the Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (h) the Placement Options will be granted on the terms and conditions set out in Schedule 1; and
• (i) the Company intends to use the funds raised from the Placement towards The company intends to use the Funds raised from the placement towards exploration on the companies gold, silver and copper prospects in Western Australia, investigating new opportunities in the global resources sector in order to increase shareholder value and working capital.

Assuming no Options are exercised or other Shares issued and the maximum number of Placement Shares as set out above are issued, the number of Shares on issue would increase from 671,674,818 (being the number of Shares on issue as at the date of this Notice, including the Shares issued pursuant to the Entitlement Issue, but excluding those to be issued under the Shortfall) to 1,408,499,328 and the shareholding of existing Shareholders would be decreased by 37.3%.

Further, in the event that all Placement Options issued pursuant to the Placement were exercised, the number of Shares on issue would increase by a further 400,000,000 and the shareholding of existing Shareholders would be diluted by an additional 54.4%.

As outlined above at Section 4.2 of the Explanatory Statement, the Shares forming the Shortfall will also be allotted and issued upon approval of Resolution 9.

8. RESOLUTION 10 – APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

8.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting (10% Placement Capacity).

The Company is an Eligible Entity.

If Shareholders approve Resolution 10, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 8.2 below).

The effect of Resolution 10, will be to allow the Company to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 10, is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 10, for it to be passed.

8.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity's 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and
• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of \$300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of \$2,686,699.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has two classes of Equity Securities on issue, being the Shares (ASX Code: IRG) and Options (ASX Code: IRGO).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:
• (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under this rule; and

• (iv) less the number of Shares cancelled in the previous 12 months.
• D is 10%.
• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

8.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 10:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or
• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 5.3(a), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and
• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking).

or such longer period if allowed by ASX (10% Placement Capacity Period).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 10 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

	Dilution
Number of Shares on Issue1	Issue Price (per Share)	\$0.002 50% decrease in Issue Price	\$0.004 Issue Price	\$0.008 100% increase in Issue Price
Shares issued 671,674,818 (Current)2 Funds raised		67,167,481	67,167,481	67,167,481
		\$134,335	\$268,670	\$537,340
1,007,512,227 (50% increase)	Shares issued	100,751,222	100,751,222	100,751,222
	Funds raised	\$201,502	\$403,005	\$806,010
1,343,349,636 (100% increase)	Shares issued	134,334,963	134,334,963	134,334,963
	Funds raised	\$268,670	\$537,340	\$1,074,680

Notes:

• 1. The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.
• 1. Includes those Shares issued under the Entitlement.

The table above uses the following assumptions:

• 1. The current shares on issue are the Shares on issue as at [13 September 2012].
• 1. The issue price set out above is the closing price of the Shares on the ASX on [13 September 2012].
• 1. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
• 1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
• 1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• 1. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

Shareholders should note that there is a risk that:

(i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and

(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for further exploration on the companies gold, silver and copper prospects in Western Australia, investigating new opportunities in the global resources sector in order to increase shareholder value and working capital
• (ii) as non-cash consideration for further exploration on the companies gold, silver and copper prospects in Western Australia, investigating new opportunities in the global resources sector in order to increase shareholder value and working capital in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

(e) Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;
• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
• (iii) the effect of the issue of the Equity Securities on the control of the Company;
• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
• (v) prevailing market conditions; and
• (vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

8.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 10.

GLOSSARY

\$ means Australian dollars.

AEDT means Australian Eastern Daylight Saving Time as observed in Sydney, New South Wales.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

BBY means BBY Limited.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;
• (b) a child of the member's spouse;
• (c) a dependent of the member or the member's spouse;
• (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
• (e) a company the member controls; or
• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Integrated Resources Group Limited (ACN 080 939 135).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Entitlement Issue means the entitlement issue undertaken by the Company pursuant to an offer memorandum dated 18 July 2012 and closed on 23 August 2012.

EST means Eastern Standard Time as observed in Sydney, New South Wales.

Explanatory Statement means the explanatory statement accompanying the Notice.

Joint Manager Mandate means the mandate agreement executed by the Company, BBY and Ventnor.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule.

Optionholder means a holder of an Option.

Participant means Mr Tim Moore, Mr Glenn Parker, Mr Roger Steinepreis and Mr Morgan Barron.

Placement has the meaning set out in Section 4.2 of the Explanatory Statement.

Placement Option means an Option granted as part of the Placement pursuant to Resolution 9 with the terms and conditions set out in Schedule 1.

Placement Share means a Share issued pursuant to the Placement, pursuant to Resolution 9.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2012.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Shortfall means the shortfall resulting on close of the Entitlement Issue as announced by the Company on 27 August 2012.

Shortfall Share means a Share issued as part of the Shortfall.

Ventnor means Ventnor Securities Pty Ltd.

SCHEDULE 1 – TERMS AND CONDITIONS OF THE PLACEMENT OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be \$0.00225 (Exercise Price)

(c) Expiry Date

Each Option will expire at 5.00pm (EST) on 30 June 2015 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

• (i) the Exercise Date; and
• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

• (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
• (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the

Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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