MURRAY COD AUSTRALIA LIMITED — AGM Information 2013

Oct 28, 2013

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TIMPETRA RESOURCES LIMITED

ABN 74 143 928 625

NOTICE OF ANNUAL GENERAL MEETING

to be held at 11.00am on Thursday 28 November 2013 at The Grace Hotel 77 York Street Sydney NSW 2000

Shareholders who have elected not to receive a printed copy of the Company’s 2013 Annual Report may obtain a copy from the Company’s website www.timpetra.com under “Investors”.

Timpetra Resources Limited ABN 74 143 928 625

Notice is hereby given that the Annual General Meeting (“the Meeting”) of Timpetra Resources Limited (“the Company”) will be held at 11.00am on Thursday 28 November 2013 at The Grace Hotel, 77 York Street, Sydney NSW 2000.

ORDINARY BUSINESS

Consideration of Financial Report

To consider the Financial Report and the reports of the Directors and Auditors for the year ended 30 June 2013.

Neither the Corporations Act 2001 nor the Company’s Constitution requires a vote of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting.

Resolution 1 Adoption of Remuneration Report

To consider and, if thought fit, pass the following non-binding resolution:

“That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors’ Report of the Company, for the year ended 30 June 2013 be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting.”

- This resolution is advisory only and does not bind the Company or the directors. - When reviewing the Company’s remuneration policies the directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting.

- If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director / CEO) must stand for re-election.

Resolution 2 Election of Mr Douglas O’Neill as a Director

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

“That Mr Douglas O’Neill, who was appointed a Director during the year, retires in accordance with the Constitution and being eligible, offers himself for election, be elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 2 in the notice of meeting.”

Resolution 3 Approval of grant of performance rights to Mr Hamish Collins

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

“That in accordance with ASX Listing Rule 10.11, and section 208 of the Corporations Act 2001 and for all other purposes the grant of 1,145,833 performance rights to Mr Hamish Collins, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting.”

Resolution 4 Approval of grant of performance rights to Mr Martin Priestley

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

“That in accordance with ASX Listing Rule 10.11, and section 208 of the Corporations Act 2001 and for all other purposes the grant of 1,145,833 performance rights to Mr Martin Priestley, the Chairman of the Company, details of which are set out in the explanatory notes to resolution 4 in the notice of meeting.”

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Timpetra Resources Limited ABN 74 143 928 625

Resolution 5 Approval of grant of performance rights to Mr Douglas O’Neill

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

“That in accordance with ASX Listing Rule 10.11, and section 208 of the Corporations Act 2001 and for all other purposes the grant of 1,145,833 performance rights to Mr Douglas O’Neill, details of which are set out in the explanatory notes to resolution 5 in the notice of meeting.”

SPECIAL RESOLUTION

Resolution 6 Approval of 10% Placement Facility

To consider and, if thought fit, pass the following special resolution:

“That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the explanatory notes to resolution 6.”

BY ORDER OF THE BOARD

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N J V Geddes Company Secretary

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Timpetra Resources Limited ABN 74 143 928 625

VOTING EXCLUSIONS

In accordance with the Corporations Act 2001 and the Australian Securities Exchange Listing Rules, the Company makes the following statement:

The Company will disregard any votes cast on:

Resolution 1: Adoption of Remuneration Report:

By:

• 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 described above may cast a vote on the resolution if:

• The person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution;

• The vote is not cast on behalf of a person described in subparagraphs (a) or (b) above; and

• The vote is cast by the Chairman, as the nominated proxy for a person who is permitted to vote, with express authorisation given to the Chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the key management personnel of the Company.

Resolution 3: Approval of grant of performance rights to Mr Hamish Collins

By :

• a) Mr Hamish Collins; and

• b) any of his associates (within the meaning of the Corporations Act 2001)

Resolution 4: Approval of grant of performance rights to Mr Martin Priestley

By :

• a) Mr Martin Priestley; and

• b) any of his associates (within the meaning of the Corporations Act 2001)

Resolution 5: Approval of grant of performance rights to Mr Douglas O’Neill

By :

• a) Mr Douglas O’Neill; and

• b) any of his associates (within the meaning of the Corporations Act 2001)

Resolution 6: Approval of 10% Placement Facility

By :

• a) A person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed; and

• b) Any associates of such a person (within the meaning of the Corporations Act 2001)

However, the entity need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directors 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.

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Timpetra Resources Limited ABN 74 143 928 625

EXPLANATORY NOTES

This Explanatory Memorandum has been prepared for the shareholders of Timpetra Resources Limited to provide information about the items of business to be considered at the Annual General Meeting of shareholders to be held on Thursday 28 November 2013. Shareholders are encouraged to read this document in full.

With the exception of Resolutions 1 and 6, all of the resolutions to be voted on are ordinary resolutions. Resolution 1 is a non-binding resolution and Resolution 6 is a Special Resolution. An ordinary resolution requires a simple majority of votes cast by shareholders entitled to vote on the resolution in order for it to be carried. A special resolution requires 75% of votes cast by shareholders entitled to vote on the resolution to vote in favour of the resolution in order for it to be carried.

If appropriate and if time permits, the Chairman will discuss significant issues raised by shareholders prior to the Meeting and will invite questions and comments from shareholders on these key issues and any other appropriate and relevant matters that shareholders would like to raise at the Meeting.

In addition, a reasonable opportunity will be given to members present at the Meeting to ask the Company’s auditor, Ernst & Young, questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor. If you would like to submit a written question to Ernst & Young before the Meeting on any of the foregoing matters, please send your question to the Company Secretary, Nick Geddes, at ngeddes@austcosec.com.au before 21 November 2013.

If you have a more general issue or question that you would like discussed at the Meeting, please write to the Company Secretary, Nick Geddes, at the above address.

How will the Chairman vote as proxy if the Shareholder has not directed the Chairman to vote?

The Chairman intends to vote in favour of all Resolutions. If a Shareholder appoints the Chairman of the Annual General Meeting as proxy and does not direct the Chairman how to vote on a Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman will vote in favour of that Resolution.

Resolution 1: Adoption of the Remuneration Report

Consistent with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption, by way of a non-binding resolution, its Remuneration Report for the year ended 30 June 2013.

The Remuneration Report is a distinct section of the annual Directors’ Report which deals with the remuneration of Directors and executives (which includes senior management) of the Company. The Remuneration Report can be located in the Company’s Annual Report on pages 14 to 21. The annual report is available online at www.timpetra.com under “Investors”.

The resolution is advisory only and does not bind the Company or its directors. However, the Board will consider the outcome of the vote and comments made by shareholders at the meeting on the remuneration report when reviewing the Company’s remuneration policies. If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director / CEO) must stand for re-election. The Company encourages all shareholders to vote on Resolution 1 (Adoption of Remuneration Report).

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the meeting is appointed as your proxy and you have not directed the Chairman how to vote on Resolution 1 by signing and returning the Proxy Form, the Shareholder is

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Timpetra Resources Limited ABN 74 143 928 625

considered to have provided an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

Resolution 2: Election of Mr Douglas O’Neill as a Director

Pursuant to Clause 28.3 of the Constitution, Mr O’Neill will retire and seeks election. Mr O’Neill was appointed as a Director to the Board on 13 May 2013.

Mr O'Neill holds a masters degree in commerce from UNSW and is an associate of FINSIA. He is a corporate finance specialist with 40 years industry experience and has been involved in over 150 stock market takeovers as well as funding and structured finance transactions. He has acted as a consultant to KPMG Corporate Finance and uses his extensive industry experience to provide guidance on transactions. His previous roles included senior corporate finance positions at HSBC Investment Banking Group and Morgan Grenfell.

The Board supports the election of Mr O’Neill.

Resolution 3, 4 and 5: Approval of grant of performance rights to Directors

The Company proposes to grant 1,145,833 Performance Rights (PRs) to each of Messrs Collins, Priestley and O’Neill (each a Director of the Company). The purpose of Resolutions 3, 4 and 5 is to approve the grant of 1,145,833 PRs to each Director. The grant of this number of PRs is designed to sufficiently align each Director’s interests with those of the Company and its shareholders, and is intended to provide incentive for them to further enhance the growth and value of the Company.

Introduction

The ASX Listing Rules and the Corporations Act 2001 (in certain circumstances) require shareholder approval to be obtained for the grant of the PRs to Directors. Accordingly approval for the grant of the PRs to Messrs Collins, Priestly and O’Neill is sought in accordance with the provisions of ASX Listing Rule 10.11 and section 208 of the Corporations Act 2001.

The proposed Resolutions 3, 4 and 5, if passed, will approve the grant of securities to and confer financial benefits upon Directors of the Company. The Company seeks to obtain shareholder approval in accordance with the requirements of section 208 of the Corporations Act 2001 and ASX Listing Rule 10.11. Accordingly, information required under the ASX Listing Rules and the Corporations Act 2001 as well as information that will properly enable shareholders to consider Resolutions 3, 4 and 5 is presented below.

Corporations Act 2001

Section 208 of the Corporations Act 2001 provides that for a public company to give a financial benefit to a related party it must obtain the prior approval of its shareholders. A "related party" for the purposes of the Corporations Act 2001 includes a director of a public company. A "financial benefit" for the purposes of the Corporations Act 2001 is widely defined and includes a public company granting PRs to a related party. The granting of PRs to a Director as contemplated by Resolutions 3, 4 and 5 constitutes the giving of a financial benefit and accordingly, the Company is seeking shareholder approval under section 208 of the Corporations Act 2001 to approve the grant of the PRs to Directors.

These resolutions are also being put to shareholders pursuant to section 195(4) of the Corporations Act 2001. Section 195(1) provides that a director of a public company who has a material personal interest in a matter that is being considered at a directors' meeting must not be present when the matter is being considered at the meeting or vote on the matter.

ASX Listing Rules

ASX Listing Rule 10.11 provides that a company must not issue or agree to issue equity securities to a related party of the company, such as a director, without the company first obtaining the approval by ordinary resolution of its shareholders.

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Timpetra Resources Limited ABN 74 143 928 625

The Company is seeking approval of shareholders under ASX Listing Rule 10.11 to allow the Company to grant the PRs to the Directors. If shareholders approve the grant of the PRs under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1, as a result the PRs would not be taken into account in determining whether a future share issue would result in the 15% cap imposed by ASX Listing Rule 7.1 being exceeded.

The shares issued on any vesting of the PRs will be issued on the same terms as all other ordinary shares of the Company currently on issue. The PRs are granted on the terms set out under the heading "Terms and Conditions of the PRs" set out below.

Directors' Recommendation

As it is proposed that all Directors of the Company, be granted PRs on the same terms. The Directors, make no recommendation with respect to Resolutions 3, 4 and 5 as they may have a conflict of interest in doing so.

However, to assist shareholders in determining how to vote on the Resolution, the Directors have set out below the potential benefits and potential costs of issuing the PRs, and other information required by the ASX Listing Rules and the Corporations Act 2001. The Directors have also obtained independent expert advice regarding the valuation of the PRs from Grant Thornton (summarised below). The shareholders should carefully read and consider the valuation advice provided by Grant Thornton prior to deciding how to vote on resolutions 3, 4 and 5.

The Directors consider that the potential benefits of the proposed grant of the PRs to the Directors outweigh the costs, as outlined below.

Potential Benefits - Grant of PRs

If the PRs are granted to the Directors pursuant to the proposed Resolutions 3, 4 and 5, the Company considers that the following benefits will arise:

• the Directors will have vested interests in the affairs of the Company and an incentive to create a successful and profitable business. The consequential increase in shareholder value and the market price of the shares of the Company will benefit all shareholders, notwithstanding the dilutionary effect on shareholders of the PRs being converted into ordinary shares in the Company;

• the grant of the PRs to the Directors is a non-cash form of remuneration, thus conserving the Company's cash reserves. The grant of the PRs, therefore, enables the Company to provide the Directors with a reward for services provided and an incentive for future services the Director will provide to the Company to further progress the Company in a cost-effective manner, as opposed to other forms of remuneration, such as cash; and

• as the PRs are to be granted for nil consideration there will be no funds raised by the Company in granting the PRs.

Potential Costs – Grant of PRs

The potential cost to the Company of the grant of the PRs to the Directors is that there will be a dilution of the issued share capital of the Company if the PRs are granted and vest.

If all of the PRs to be granted under Resolutions 3, 4 and 5 vest (and therefore are converted into ordinary fully paid shares in the Company) and no further shares are issued by the Company in the meantime, the total number of ordinary fully paid shares issued would increase by 3,437,499 to 72,187,499 and the newly issued shares would comprise 4.76% of the issued shares of the Company at that time. The effect would be to dilute the shareholding of existing shareholders by approximately 4.76% on an undiluted basis (based on 68,750,000 shares currently on issue).

The lowest and highest price of shares in the Company in the past 12 months on the ASX was $0.0055 and $0.105 per share.

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Timpetra Resources Limited ABN 74 143 928 625

The closing price of shares in the Company on 17 October 2013, the last trading day before lodgement of the Notice of Annual General Meeting and Explanatory Memorandum with the ASX was $0.065.

Set out below is a table showing each Directors current shareholding in the Company and the total shareholding the Director will have if the PRs vest, and each Director is issued 1,145,833 fully paid ordinary shares in the Company.

Director	Shareholding in the Company as at 17 October 2013	Shareholding if the PRs vest & 1,145,833 fully paid ordinary shares are issued to each Director
Collins	Nil	1,145,833 shares in the Company
Priestley	Nil	1,145,833 shares in the Company
O’Neill	Nil	1,145,833 shares in the Company

Valuation of the financial benefit of PRs

The PRs are not currently quoted on the ASX and as such have no market value. It is not intended for the PRs to be listed on the ASX. The PRs will grant the Directors a right to one share in the Company upon vesting of a PR. Accordingly, the PRs may have a present value at the date of their grant.

It is a requirement of ASIC that the value of the financial benefit of the PRs, preferable in dollar terms, be disclosed to shareholders.

As a general proposition, PRs to subscribe for ordinary fully paid shares in a company have value.

Various factors impact upon the value of PRs, including things such as:

• the period outstanding before the expiry date of the PRs;

• the grant price of the PRs (if any) relative to the underlying price or value of the securities into which they may be converted;

• the proportion of the issued capital as expanded consequent upon vesting represented by the shares issued upon vesting (i.e. whether or not the shares that might be acquired upon vesting of the PRs represent a controlling or other significant interest);

• the value of the shares into which the PRs may be converted; and

• whether or not the PRs are listed (i.e. readily capable of being liquidated).

There are various formulae which can be applied to determining the theoretical value of PRs. Grant Thornton has assessed the fair market value of the PRs in accordance with AASB2 “Share based payments” (“ AASB 2 ”) in the range of $68,406 to $95,769. Set out below a summary of the valuation assessment of PRs.

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Timpetra Resources Limited ABN 74 143 928 625

The GT valuation assessment is based on the Monte Carlo methodology, having regard to the following factors and assumptions:

• the vesting and exercise conditions attached to the PSs (summarised in the Terms and Conditions of the PRs section below);

• a volatility factor of 90%;

• a risk free rate of 3%;

• the price of the underlying shares as at the valuation date being $0.065 per share; and

• Various Company specific factors.

Corporate Governance

ASX Corporate Governance Principles and Recommendations states that non-executive Directors should not receive Options. Adopting a wider view the PRs have a number, but not all the characteristics of an Option, in particular that they do not require a payment to be made by the holder and the shares are granted to the holder without a cash payment upon achieving the vesting condition.

The PRs to be granted to the non-executive Directors are in addition to the Directors' fees payable by the Company to each of them. The Board acknowledges that the grant of the PRs to non-executive Directors is a departure from the ASX Corporate Governance Principles and Recommendations (Box 8.2). Nevertheless, the Board considers the grant of the PRs to nonexecutive Directors to be an effective means to compensate non-executive Directors more adequately at no cash cost to the Company, allowing it to constrain the levels of fees otherwise payable to non-executive Directors and to still attract suitably skilled and qualified persons to become and remain members of the Board.

Total Remuneration Package and Interest in Company

As at the date of these explanatory notes, each Director’s total annual remuneration package is $40,000 per Director

The Directors currently hold no interest in any shares, options or PRs in the Company. However the Directors are to be granted a total number of 3,437,499 PRs (1,143,855 PRs to each of the three Directors) on approval of Resolutions 3, 4 and 5. GT has valued the PRs (as summarised in the above table).

Interest in outcome of Resolution

The Directors have an interest in the outcome of the Resolution 3, 4 and 5 in that if passed they will be granted the PRs.

Grant of PRs

It is proposed that the PRs be granted within 1 month following the date of this meeting.

Taxation Consequences

No stamp duty will be payable in respect of the grant of the PRs. No GST will be payable by the Company in respect of the grant of the PRs (or if it is then it will be recoverable as an input credit).

Other Information

Approval pursuant to ASX Listing Rule 7.1 is not required in order to grant the PRs as approval is being obtained under ASX Listing Rule 10.11. Accordingly the grant of the PRs will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

Other than the information above and otherwise set out in these Explanatory Notes, the Directors believe that there is no other information known to the Company or its Directors that

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Timpetra Resources Limited ABN 74 143 928 625

will be reasonably required by shareholders to make a decision in relation to benefits contemplated by the proposed Resolutions 3, 4 and 5.

Terms and Conditions of the PRs

Subject to shareholder approval, the PRs will be granted on the following terms:

Number of PRs to be granted to each Director	1,145,833
Exercise Price	Each PR entitles the holder to subscribe for one ordinary share in the Companyat aprice of nil centsper share.
Date of Grant	The PRs will be granted to the Directors (effective as at the date of this meeting) as soon as practicable after the date of the meeting, and in any event not later than one month from the date of the meeting.
ExpiryDate	29 July2017
Vesting Conditions	The PRs will vest when the vesting condition set out below has been satisfied. Before the Expiry Date, the closing price for TPR Shares as reported by the ASX over any period of 20 consecutive ASX trading days being $0.20 cents or more per TPR Share in respect of each ASX TradingDayover thatperiod.
Conversion of PRs into shares	Upon the occurrence of the vesting condition prior to the Expiry Date, the Company will allot to the holder of the PRs 1,145,833 ordinary fully paid shares in the Company for no consideration, and would promptly apply for quotation of those shares on the ASX.

The PRs will be granted for no cost and no funds will be raised from the grant of the PRs. Subject to shareholder approval, the PR will be granted within one month after the 2013 Annual General Meeting.

The Company will not apply to the ASX for official quotation of the PRs but will apply for granting of official quotation of shares issued following vesting of the PRs, as soon as practicable after the date of allotment of the shares.

Shares issued on the vesting of the PRs will rank equally with the then existing issued fully paid ordinary shares in the Company.

• In the event of any reorganisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the PRs will be

reorganised as required by the ASX Listing Rules, so that the holder will not receive a benefit that the existing holders of ordinary shares do not receive but in all other respects the terms of vesting will remain the same.

• In the event of the Company effecting a Rights Issue at a discount, all relevant requirements of the ASX Listing Rules will be complied with.

• Holders of the PRs will not be entitled to participate in new issues of capital which may be offered to shareholders during the currency of the PRs prior to the vesting of the PRs.

• If a takeover bid is made for the shares of the Company then, at any time during the Takeover Period, any unvested PRs will vest and convert into ordinary shares, despite the fact that vesting condition specified in the PR may not have been satisfied. The "Takeover Period" referred to is from the start of the offer period until one month after the end of the offer period.

• The PRs will otherwise be in accordance with the requirements of the ASX Listing Rules.

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Timpetra Resources Limited ABN 74 143 928 625

Resolution 6: Approval of 10% Placement Facility

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a Special Resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out below).

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A is the number of shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

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

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D

• is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

The Board believes that Resolution 6 is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution.

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

At the date of the Notice, the Company has on issue 68,750,000 ordinary fully paid Shares and therefore has a capacity to issue:

• (i) 10,312,500 Equity Securities under Listing Rule 7.1

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Timpetra Resources Limited ABN 74 143 928 625

• (ii) Subject to Shareholder approval being granted under Resolution 6 - 6,875,000 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days 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 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier of:

• (i) The date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) The date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 12.2 (disposal of main undertaking);

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

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days 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 paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset;

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for

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Timpetra Resources Limited ABN 74 143 928 625

variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

			Dilution
Variable “A” in Listing Rule 7.1A2		$0.0325 50% decrease in Issue Price	$0.065 Issue Price	$0.130 100% increase in Issue Price
Current Variable A 68,750,000 Shares	10% Voting Dilution	6,875,000 Shares	6,875,000 Shares	6,875,000 Shares
	Funds raised	$223,437.50	$446,875	$893,750
50% increase in current Variable A 103,125,000 Shares	10% Voting Dilution	10,312,500 Shares	10,312,500 Shares	10,312,500 Shares
	Funds raised	$335,156.25	$670,312.50	$1,340,625
100% increase in current Variable A 137,500,000 shares	10% Voting Dilution	13,500,000 Shares	13,500,000 Shares	13,500,000 Shares
	Funds raised	$438,750	$877,500	$1,755,000

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Listed Options (including any Listed Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issue share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the 10% Placement facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

• (v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listing Options, it is assumed that those Listed Options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.

• (vii) The issue price is $0.065, being the closing price of the Shares on ASX on 17 October 2013.

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Timpetra Resources Limited ABN 74 143 928 625

• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 6 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.12 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities under the 10% Placement Facility for the following purposes:

• (i) non-cash consideration for the acquisition of businesses or technology. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of businesses or technology (including expenses associated with such acquisition(s)), development expenditure on the Company’s current assets and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the purpose of the issue;

• (ii) the methods of raising funds that are available in the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisors (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company, investors which are sophisticated or professional investors (or both) for the purposes of section 708 of the Corporations Act 2001.

Further, if the Company is successful in acquiring new businesses or technology, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

• (e) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• (f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

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Timpetra Resources Limited ABN 74 143 928 625

NOTES

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the member’s behalf. If the member is entitled to cast two or more votes at the Meeting, the member may appoint not more than two proxies to attend and vote on the member’s behalf.

2. If a member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the member’s votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a member of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the member or the member’s attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed either under the corporation’s common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery or fax:

Advance Share Registry

Street address : Unit 2, 150 Stirling Highway, Nedlands WA 6009 Mailing address : PO Box 1156, Nedlands WA 6909

Fax: (within Australia) 08 9389 7871 (outside Australia) +61 8 9389 7871

provided that members who forward their proxy forms by fax are required to make available the original executed form of the proxy for production, if called upon so to do at the Meeting.

1. A corporate shareholder entitled to attend and vote at the meeting may appoint a body corporate representative to attend and vote for the shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

Timpetra Resources Limited will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the AGM or present the document at the registration desk at the Meeting.

1. For the purposes of the Annual General Meeting, persons on the register of members as at 7.00pm AEDT on Tuesday, 26 November 2013 will be treated as members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

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THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

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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.

Please mark  to indicate your directions

 Form of Proxy

•  PLEASE NOTE: This proxy is solicited on behalf of the management of Timpetra Resources Limited ABN 74 143 928 625 (the "Company") for use at the meeting of the shareholders of the Company to be held at The Grace Hotel, 77 York Street, Sydney NSW 2000 on 28 November 2013 at 11.00am (AEDT) or any adjournment thereof (the "Meeting").

Appoint a Proxy to Vote on Your Behalf

STEP 1

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

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 PLEASE NOTE: If you leave the section blank, the Chairman of the Meeting will be your proxy.

the Chairman OR of the meeting

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I/we have indicated a different voting intention below) even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

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IMPORTANT FOR RESOLUTION 4: By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Resolution 4 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolution 4, the Chairman of the Meeting will not cast your votes on Resolution 4 and your votes will not be counted in computing the required majority if a poll is called on Resolution 4. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolution 4.

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Resolution 4 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolution 4 is connected directly or indirectly with the remuneration of key management personnel and even if the Chairman of the Meeting has an interest in the outcome of these items and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

• If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy please complete the following: Proxy 1 is appointed

to represent _% of my voting right and Proxy 2 is appointed to represent _% of my total votes. My total voting right is ____ shares.

 PLEASE NOTE: If the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.

With respect to any amendment or variations to the matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting, I/we confer discretionary authority on the person voting on behalf of me/us to vote as that person sees fit. At the time of printing this Form of Proxy, management knows of no such amendment, variation or other matter.

 PLEASE NOTE: If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and your votes will not be counted in computing the required majority on that item.

STEP 2

Items of Business

FOR AGAINST ABSTAIN

If you wish to indicate how your proxy is to vote, please tick the appropriate places below.

Resolution 1: To adopt the Remuneration Report Resolution 2: Re-election of Mr Douglas O’Neill as a Director Resolution 3: Approval of Performance Rights to Mr Hamish Collins Resolution 4: Approval of Performance Rights to Mr Martin Priestley Resolution 5: Approval of Performance Rights to Mr Douglas O’Neill Resolution 6: Approval of 10% Placement Capacity

If no choice is specified, the shareholder is conferring discretionary authority on the proxy to vote at his or her discretion. However, the Chairman intends to vote FOR the resolution.

SIGN Signing by member

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Member 1

Member 2 (if joint holding)

Member 3 (if joint holding)

/ /

Sole Director and Sole Secretary

Director/Company Secretary

Director

Date

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TIMPETRA RESOURCES LIMITED ABN 74 143 928 625

Lodge your vote:

• By Mail:

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• Advanced Share Registry Limited PO Box 1156 Nedlands WA 6909

Alternatively you can fax your form to (Within Australia) (08) 9389 7871 (Outside Australia) +618 9389 7871

For all enquiries call:

Telephone: (Within Australia) (08) 9389 8033 (Outside Australia) +618 9389 8033 Email: admin@advancedshare.com.au Web: www.advancedshare.com.au

Proxy Form

 Instructions

1. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxyholder(s) in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name that appears on the proxy.

4. If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

5. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

6. To be effective, proxies must be delivered by shareholders as follows:

7. Shareholders must deliver their proxies prior to 26 November 2013 at 11.00am AEDT by mail to PO Box 1156, Nedlands, 6909, Western Australia or by facsimile at (08) 9389 7871 or deliver to the Share Registry of the Company at Unit 2, 150 Stirling Hwy, Nedlands, Western Australia, 6009.

8. For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 7:00pm on 26 November 2013 be entitled to attend and vote at the Meeting.

9. The Chairman intends to vote in favour of all resolutions set out in the Notice of Meeting.

10. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

11. This proxy should be read in conjunction with the accompanying documentation provided by management of the Company.

12. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.

Turn over to complete the form 

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