MOUNT RIDLEY MINES LIMITED — Proxy Solicitation & Information Statement 2012

Jun 24, 2012

AXG MINING LIMITED

ACN 092 304 964

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Suite 2, 16 Ord Street West Perth, Western Australia on 27 July 2012 at 10:15 AM (WST).

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

Should you wish to discuss any matter please contact the Company Secretary on (08) 9429 2900.

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the General Meeting of Shareholders of AXG Mining Limited ( AXG or The Company ) to which this Notice of Meeting relates will be held at Suite 2, 16 Ord Street West Perth, Western Australia on 27 July 2012 at 10:15 AM (WST) (“Meeting”).

YOUR VOTE IS IMPORTANT

The business of the 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 General Meeting are those who are registered Shareholders of the Company at 5.00 PM (WST) on 25 July 2012.

VOTING IN PERSON

To vote in person attend the 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 onehalf 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 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:

• the proxy is not recorded as attending the meeting;

• 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.

AXG MINING LIMITED

A C N 0 9 2 3 0 4 9 6 4

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of AXG Mining Limited ( Company ) will be held at Suite 2, 16 Ord St West Perth, Western Australia on 27 July 2012 at 10:15 AM (WST) ( Meeting ).

The Explanatory Memorandum to this Notice of General Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in the ‘Definitions’ section of the Explanatory Memorandum.

AGENDA

1. Resolution 1 – Approval of issue of Shares for Capital Raising

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 Directors to allot and issue up to 170,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, or an associate of that person. However, the Company will not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Ratification of Prior Issue – Shares

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 53,746,947 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion :

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The Company will disregard any votes cast on this Resolution by a person who participated in the issue 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.

3. Resolution 3 – Approval of Issue of Shares to Lara

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 Directors to allot and issue 15,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, or an associate of that person. However, the Company will not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or it is cast by the person chairing the General 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.

BY ORDER OF THE BOARD

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Roland Berzins Company Secretary Dated: 25 June 2012

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AXG Mining Limited ACN 092 304 964

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at Suite 2, 16 Ord St West Perth, WA on 27 July 2012 at 10:15 AM (WST)

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolution in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

1. Action to be taken by Shareholders

Shareholders should read the Notice and Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (" proxy ") to vote in their place. All Shareholders are invited and encouraged to attend the General Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the General Meeting in person.

2. Background

2.1 Background

AXG Mining Limited is a public company listed on the official list of the ASX (ASX Code: AXC) ( AXG or the Company ).

On 19 September 2011, AXG announced it had signed binding letters of intent with Lara Exploration Ltd. (TSX Venture Symbol: LRA) ( Lara ) to earn up to a 75% interest in two properties, Condoroma and Coporaque, located in Southern Peru ( Peruvian Projects ).

Halston Exploration Inc. ( Halston ), a private corporation, held the rights to earn up to a 75% interest in the Peruvian Projects ( Project Interests) by making staged payments and meeting agreed expenditure commitments.

On 16 November 2011, Shareholders approved the of Halston (Acquisition ) and the Company the issue of 126,000,000 Shares to the vendors of Halston (Vendor Shares ). Shareholders also approved the issue of up to 130,000,000 Shares at an issue price that was the lower of one cent and the volume weighted average price of shares on the five days on which sales of Shares were recorded before the Shares were issued.

The Vendor Shares were issued on 15 March 2012. The Company also issued 51,777,779 Shares at 0.9 cents per Share and this issue was ratified by Shareholders at a General Meeting of Shareholders on 10 April 2012.

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On 20 April 2012, the Company issued a prospectus for the offer of up to 130,000,000 Shares at $0.009 per Share. The Company issued 32,399,444 Shares pursuant to this prospectus on 8 May 2012.

To date, the Company has not raised all the funds necessary to meet its commitments under the acquisition of the Project Interests. In light of continuing global economic uncertainty, the Board has resolved to seek to raise further funds at a price reflecting current market conditions.

2.2 Shares Issued Without Shareholder Approval

Since the Meeting on 10 April 2012 at which Shareholders ratified the issue of all Shares that had previously been issued without Shareholder approval, the Company has issued a further 53,746,947 Shares without Shareholder Approval under the 15% Rule.

2.3 Issue of Shares to Lara in partial satisfaction of Initial Payment

A condition of both of the agreements between Lara and Halston was that Halston would make staged payments to Lara including $100,000 for each project upon executing a formal Option and Farm-In Agreement (Initial Payment). These payments could be made in cash and/or scrip as agreed by both parties. With the settlement of the Company’s acquisition of Halston, this Initial Payment must now be met by AXG.

In light of current economic conditions, Lara has agreed to accept payment of 50% of this Initial Payment by way of 15,000,000 Shares at a deemed issue price of $0.007 per Share.

2.4

Summary

The following table shows the number of Shares that will be on issue on completion of the proposed Capital Raising (Resolution 1), the Ratification of Shares (Resolution 2) and the proposed Issue of Shares to Lara (Resolution 3).

and the proposed Issue of Shares to Lara (Resolution 3).
Shares	Number of Shares
Shares currently issued1	518,132,537
Shares to be issued pursuant to Capital Raising (Resolution 1)	170,000,000
Shares to be issued to Lara (Resolution 3)	15,000,000
TOTAL	616,987,106

1 Includes 53,746,947 shares issued without shareholder approval and subject to ratification by Shareholders under Resolution 2

3. Resolution 1 – Capital Raising

3.1 General

Resolution 1 seeks Shareholder approval for the issue of up to 170,000,000 Shares shares at an issue price of not less than the lower of the following:

(a) 0.5 cent; and

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• (b) 80% of the volume weighted average market price of Ordinary Shares over the last five days on which sales in the Ordinary Shares were recorded before the day on which the issue was made,

and on the terms and conditions in the Explanatory Memorandum."

The Company will apply for official quotation of the Shares on the ASX in accordance with the Listing Rules.

In the event that Shareholders approve Resolution 1, the Company will issue a prospectus for the issue of those Shares.

The purpose of the issue of the Shares is outlined in Section 3.3(f) below.

3.2 Listing Rule 7.1 – Shareholder Approval

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.

3.3 Technical information required by Listing Rule 7.3

For the purposes of the Shareholder approval of the issue of securities under the Capital Raising and the requirements of Listing Rule 7.3, information is provided as follows:

• (a) the maximum number of Shares to be issued pursuant to Resolution 1 is 170,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the General 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;

• (c) the Shares will be issued at at an issue price of not less than the lower of the 0.5 cents and 80% of the volume weighted average market price of Shares over the last five days on which sales in the Shares were recorded before the day on which the issue was made,

• (d) the Shares will be issued to applicants chosen by the Directors (where appropriate acting in consultation with any appointed stock broker or lead manager) that are unknown at this time. The Company intends to lodge a prospectus with ASIC for the offer of these Shares but reserves the right to issue Shares without disclosure to investors falling within one or more of the classes of exemptions specified in Section 708 of the Corporations Act. None of the recipients will be related parties of the Company;

• (e) the Shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the existing Shares on issue; and

• (f) the Company intends to use the funds raised from the Capital Raising to meet the ongoing payments and exploration commitments related to the Peruvian Projects being acquired by the Company and for general working capital purposes.

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4. Resolution 2 – Ratification of prior issue – Shares

4.1 General

As at the date of this Notice of Meeting, the Company has issued 53,746,947 Shares by way of placements to parties falling under an exemption specified in Section 708 of the Corporations Act to providers of advisory, introductory and consulting services to the Company. 13,746,047 were issued at $0.009 per Share and 40,000,000 Shares were issued at 0.005 per Share.

Resolution 2 therefore seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in an General Meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) 53,746,947 Shares have been allotted prior to the date of the General Meeting;

• (b) 13,746,047 Shares were issued at $0.009 per Share and 40,000,000 Shares were issued at $0.005 per Share;

• (c) the Shares are all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares have been allotted and issued by way of placements to investors falling within one or more of the classes of exemptions specified in Section 708 of the Corporations Act. None of the subscribers are related parties of the Company and no subscriber holds an interest of 20% or greater in the capital of the Company as a result of the issue of the Shares; and

• (e) 8,000,000 of the Shares have been issued to satisfy the provision of professional services by specialists and therefore no funds were raised from that issue. $251,714.42 raised from the issue of 45,746,047 Shares will be used for working capital purposes

4.3 Interests and Recommendations of Directors

None of the Directors have an interest in the outcome of Resolution 2. Each of the Directors approved the proposal to put the Resolution to Shareholders and each of the Directors recommends that Shareholders vote in favour of the Resolution.

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5. Resolution 3 – Issue of Shares to Lara

5.1 General

Resolution 3 seeks Shareholder approval for the issue of up to 15,000,000 Shares to Lara in satisfaction of 50% of the Initial Payments due under Halston’s agreement to acquire the Project Interests.

5.2 Listing Rule 7.1 – Shareholder Approval

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.

5.3 Technical information required by Listing Rule 7.3

For the purposes of the Shareholder approval of the issue of securities under the Capital Raising and the requirements of Listing Rule 7.3, information is provided as follows:

• (a) the maximum number of Shares to be issued pursuant to Resolution 3 is 15,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the General 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;

• (c) the Shares will be issued at a deemed issue price of $0.007 per Share;

• (d) the Shares will be issued to Lara Exploration or its nominee. None of the recipients will be related parties of the Company;

• (e) the Shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the existing Shares on issue; and

• (f) no funds will be raised from the issue of Shares.

5.4

Interests and Recommendations of Directors

None of the Directors have an interest in the outcome of Resolution 3. Each of the Directors approved the proposal to put the Resolution to Shareholders and each of the Directors recommends that Shareholders vote in favour of the Resolution.

6. ENQUIRIES

Shareholders are requested to contact Company Secretary on (08) 9429 2900 if they have any queries in respect of the matters set out in these documents.

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Definitions

In this Notice:

$ means Australian dollars.

Acquisition means the acquisition by the Company of all of the issued capital of Halston in accordance with the terms of the Acquisition Agreement.

Acquisition Agreement means the Share Sale Agreement between the Company and the shareholders of Halston dated 14[th] March 2012

Annual General Meeting or AGM means the Company’s annual general meeting held on 16 November 2011.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the Company's current board of Directors.

Business Day means as defined in the Listing Rules.

Company or AXG means AXG Mining Limited ACN 092 304 964.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Explanatory Memorandum means this explanatory memorandum accompanying the Notice.

Meeting or General Meeting has the meaning given in the introductory paragraph of the Notice.

Halston means Halston Resources Inc a company incorporated in Canada with company number 1855134.

Notice or Notice of Meeting or Notice of General Meeting means the Notice of General Meeting to which the Explanatory Memorandum is attached.

Peruvian Projects means the mining concessions comprising the Condoroma and Coporaque properties, located in southern Peru.

Prospectus means the Prospectus dated 2 December 2012 and described in Section 2.2 of this Notice.

Project Interests means the interests in the Peruvian Projects that may be acquired by Halston

Proxy Form means the proxy form attached to the Notice.

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 shareholder of the Company.

WST means Western Standard Time as observed in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

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PROXY FORM

APPOINTMENT OF PROXY AXG MINING LIMITED ACN 092 304 964

GENERAL MEETING

I/We of

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being a member of AXG Mining Limited entitled to attend and vote at the General Meeting, her

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 10.15 AM, on 27 July 2012 at Suite 2, 16 Ord Street, West Perth, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Approval to issue Shares for Capital Raising Resolution 2 – Ratification of Prior Issue - Shares Resolution 3 – Approve Issue of Shares to Lara

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

%

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signature of Member(s): Date: ___ Individual or Member 1 Member 2 Member 3 Sole Director/Company Director Director/Company Secretary Secretary Contact Name: ______ Contact Ph (daytime): ________

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AXG Mining Limited ACN 092 304 964

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and cast a vote at an General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member may appoint a second proxy to attend and vote on their behalf at the meeting. However, where both proxies attend the meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) Post to AXG Mining Limited, PO Box 1922, West Perth WA 6872;

• (b) Facsimile to the Company on facsimile number +61 8 9486 1011; or

• (c) Deliver to Suite 2, 16 Ord Street, West Perth WA 6005

so that it is received not less than 48 hours prior to commencement of the Meeting. Proxy forms received later than this time will be invalid.

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