NEOMETALS LTD — AGM Information 2013

Oct 17, 2013

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2013 Annual General Meeting of shareholders of Reed Resources Ltd ABN 89 099 116 631 ( Company ) will be held at the Celtic Club, 48 Ord Street, West Perth , on Wednesday, 20 November 2013 at 3:00pm Western Standard Time for the purpose of transacting the following business.

An Explanatory Statement and Proxy Form accompany, and form part of, this Notice. Information relevant to the proposed resolutions set out below, including information required by the ASX Listing Rules and the Corporations Act 2001 (Cth), can be found in the Explanatory Statement.

BUSINESS

1. Annual Report for year ended 30 June 2013

To receive the Annual Report of the Company for the period ended 30 June 2013 which includes the Financial Report of the Company, the Directors’ Report, the Remuneration Report and the Report of the Auditor, Deloitte. During the consideration of these items, shareholders are invited to ask questions or make comments on:

• the Financial Report of the Company for the period ended 30 June 2013;

• the Directors’ Report in relation to that period; and

• the Report of the Auditor on the Financial Report.

A representative of the Company's Auditor is anticipated to be in attendance to respond to any questions raised of the Auditor or on the Auditor's Report in accordance with the terms of section 250T of the Corporations Act.

2. Re-election of Steven Cole as Director

To consider and, if thought fit, to pass, respectively as separate and independent ordinary resolutions each of the following:

Resolution 1

"THAT Steven Cole, who will retire as a Director by rotation in accordance with Articles 11.3 and 11.5 of the Company’s Constitution, and who is eligible for re-election as a Director in accordance with Article 11.4 of the Company’s Constitution and offers himself for re-election, be re-elected as a Director of the Company."

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3. Adoption of Remuneration Report

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

Resolution 2

"THAT for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) the Remuneration Report for the year ended 30 June 2013 be adopted."

The Remuneration Report is set out in the 2013 Annual Report. Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth), the vote on this resolution is advisory only, and does not bind the Directors or the Company.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2:

• (a) by or on behalf of a member of the KMP as disclosed in the Remuneration Report;

• (b) by or on behalf of a Closely Related Party (such as close family members and any controlled companies) of a member of the KMP; or

• (c) as a proxy by a member of the KMP or a Closely Related Party,

unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the proxy form or by the Chairman pursuant to an express authorisation to exercise the proxy.

4. Approval of issue of Convertible Notes to David Reed

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

Resolution 3

"THAT for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue by the Company of up to 2,000,000 Convertible Notes to David Reed on the terms and conditions described in the Explanatory Statement be approved.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by David Reed and any of his associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(b) it is cast by the Chairman of the Annual 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.

5. Other Business

In compliance with section 250S(1) of the Corporations Act 2001 (Cth) the shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the meeting.

BY ORDER OF THE BOARD

Jason Carone Company Secretary Date: 18 October 2013

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EXPLANATORY STATEMENT

THIS EXPLANATORY STATEMENT accompanies and forms part of the Notice convening the 2013 Annual General Meeting of shareholders of Reed Resources Ltd ABN 89 099 116 631 ( Company ) to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia , on Wednesday, 20 November 2013 at 3:00pm Western Standard Time.

This Explanatory Statement is to provide shareholders with explanatory notes and information relevant to the Annual General Meeting and its business. It comprises of a Part A and a Part B. This Explanatory Statement should be read in conjunction with the accompanying Notice.

PART A: VOTING

1. Definitions

In this Notice and Explanatory Statement:

AASB means the Australian Accounting Standards Board.

Annual General Meeting means the annual general meeting notified to the shareholders by the Notice.

ASX means ASX Limited, or the Australian Securities Exchange, as the context requires.

Board means the board of Directors of the Company.

Closely Related Party has the meaning given in section 9 of the Corporations Act, and includes close family members and any controlled companies of a member of the KMP.

Company means Reed Resources Ltd ABN 89 099 116 631.

Constitution means the constitution of the Company.

Convertible Notes has the meaning given to the term in section 7 of this Explanatory Statement.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means this explanatory statement incorporated in this Notice.

Facility Agreement has the meaning given to the term in section 7 of this Explanatory Statement.

Key Management Personnel or KMP means the Company’s key management personnel as defined in AASB Standard 124.

Listing Rules means the Listing Rules from time to time of the ASX.

Notice means the notice of annual general meeting incorporating this Explanatory Statement.

Security has the meaning given in section 7 of this Explanatory Statement.

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

2. Chairman

David Reed will serve as Chairman of the Annual General Meeting. However, given Mr Reed’s interest in the outcome of Resolution 3, Mr Reed has advised the Board that he will pass the chair to Steven Cole, the Company’s Deputy Chairman, for the consideration of and voting on Resolution 3.

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3. Required Majority

• (a) In accordance with the Corporations Act, for the resolutions to be effective:

• (i) the resolutions must be passed at a meeting of which not less than 28 days’ written notice specifying the intention to propose the resolutions has been given (satisfied by this Notice); and

• (ii) in the case of ordinary resolutions, must be passed by more than 50% of all the votes cast by shareholders present and entitled to vote on the resolutions (whether in person or by proxy, attorney or representative); and

• (iii) in the case of special resolutions, must be passed by not less than 75% of all the votes cast by shareholders present and entitled to vote on the resolutions (whether in person or by proxy, attorney or representative).

• (b) On a show of hands every shareholder has one vote and, on a poll, every shareholder has one vote for each share held.

4. Entitlement to Vote

The Company has determined that, for the purposes of the Corporations Act, the persons eligible to attend and vote at the Annual General Meeting are those persons who are registered shareholders of the Company at 4:00pm Western Standard Time on Monday, 18 November 2013.

5. Proxies

• (a) Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.

• (b) A proxy need not be a shareholder of the Company.

• (c) The proxy form sent with this Notice should be used for this Annual General Meeting.

• (d) Each shareholder who is entitled to cast 2 or more votes at this Annual General Meeting may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a shareholder does not specify the proportion or number of that shareholder’s votes that each proxy may exercise, then each proxy will be entitled to exercise half of that shareholder’s votes. An additional proxy form will be supplied by the Company on request. No shareholder may appoint more than 2 proxies.

• (e) In the case of a shareholder who is an individual, a proxy form must be executed under the hand of the individual or his or her attorney duly authorised in writing and, in the case of a member that is a corporation, a proxy form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.

• (f) Any shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or certified copy thereof must be received by the Company as specified in paragraph (k).

• (g) Any corporation which is a shareholder of the Company may appoint a representative to attend and vote for that corporation at the Annual General Meeting. Appointments of representatives by corporations must be received by the Company as specified in paragraph (k) or handed in at the Annual General Meeting when registering as a company representative.

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• (h) Any directed proxies that are not voted on a poll at the Annual General Meeting by a shareholder’s appointed proxy will automatically default to the Chairman of the Annual General Meeting, who is required to vote proxies as directed on a poll.

• (i) Members of the KMP (which includes each of the Directors) will not be able to vote as proxy on Resolution 2 unless the shareholder tells them how to vote or, in the case of the Chairman of the Annual General Meeting, unless the shareholder expressly authorises him to do so. If a shareholder intends to appoint a member of the KMP (other than the Chairman) as their proxy, the shareholder should ensure that they direct the member of the KMP how to vote on Resolution 2.

• (j) If a shareholder intends to appoint the Chairman of the Annual General Meeting as their proxy for Resolution 2, shareholders can direct the Chairman how to vote by marking one of the boxes for Resolution 2 (for example, if the shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If a shareholder does not direct the Chairman how to vote, then by submitting the proxy form, the shareholder will be expressly authorising the Chairman to exercise the proxy in respect of Resolution 2 even though it is connected to the remuneration of members of the KMP.

• (k) Proxy forms (including any instruments under which they have been executed) and powers of attorney granted by shareholders must be received by the Company by 3:00pm Western Standard Time on Monday, 18 November 2013:

At the Company’s registered office:

• (i) by hand delivery to the registered office – Level 1, 672 Murray Street, West Perth, Western Australia;

• (ii) by post to the registered office – Locked Bag 8, West Perth WA 6872; or

• (iii) by facsimile to the registered office – facsimile number +61 8 9321 0556; or

At the Company’s share registry:

• (iv) by post to the share registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001; or

• (v) by facsimile to the share registry – 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

Online

Alternatively, shareholders can register their proxy voting instructions online at www.investorvote.com.au by 3:00pm Western Standard Time on Monday, 18 November 2013. Please refer to the enclosed proxy form for more information about submitting proxy voting instructions online.

Custodians and nominees are able to vote online at www.intermediaryonline.com.

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PART B: EXPLANATORY NOTES

6. Re-election of Directors

Resolution 1 – Re-election of Steven Cole

It is a requirement under Article 11.3 of the Company’s Constitution that at the annual general meeting in every year one third of the Directors (excluding the managing director and any director appointed under Article 11.1), or if their number is not 3 nor a multiple of 3, then the number nearest one third, retire from office. Under Article 11.5, the Directors to retire are those who have been longest in office since their last election. Accordingly, Steven Cole will retire at the Annual General Meeting in accordance with this requirement. Steven Cole offers himself for re-election.

Information in respect of Steven Cole is set out below:

Steven Cole

Mr Cole was appointed as a director on 24 July 2008.

Mr Cole is a lawyer with over 36 years of professional consultancy and commercial experience. Mr Cole has extensive experience in the management of ASX listed companies, statutory, and proprietary and not-for-profit organisations covering the industrial, financial, educational, professional services, health and resources sectors. Mr Cole holds a Bachelor of Laws (Hons) and is a Fellow of the Australian Institute of Company Directors.

Recommendation of Directors

The Directors, after considering the recommendations of the Nomination and Remuneration Committee, recommend that shareholders vote in favour of Resolution 1. Steven Cole does not make any recommendation in relation to his own re-election.

The Chairman intends to vote all available proxies in favour of Resolution 1.

7. Adoption of Remuneration Report

Resolution 2 – Adoption of Remuneration Report

The Remuneration Report for the financial year ended 30 June 2013 is set out in the 2013 Annual Report.

The Remuneration Report sets out the Company's remuneration arrangements for all Directors and certain other executives.

Section 250R(2) of the Corporations Act requires the Annual General Meeting to include a vote on the adoption of the Remuneration Report. Pursuant to section 250R(3) of the Corporations Act, the vote on the resolution is advisory only and does not bind the Directors or the Company. However, the Directors take the discussion at the meeting and the outcome of the vote into account when considering the Company’s remuneration practices.

Section 250SA of the Corporations Act requires that a reasonable opportunity be allowed to shareholders at the Annual General Meeting to ask questions about, or make comments on, the Remuneration Report.

If at least 25% of the votes cast on Resolution 2 are voted against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put to shareholders at the second annual general meeting a resolution proposing

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that another general meeting be held within 90 days, at which all of the Company’s Directors (other than the Managing Director) would go up for re-election.

The Directors encourage all shareholders to vote on Resolution 2.

The Chairman intends to vote all available proxies in favour of Resolution 2.

8. Issue of Convertible Notes to David Reed

Resolution 3 – Approval of Issue of Convertible Notes to David Reed

Facility Agreement

On 27 September 2013, the Company entered into a facility agreement with its chairman, Mr David Reed, for the provision of a loan facility by Mr Reed to the Company of up to A$3,000,000 for working capital purposes ( Facility Agreement ).

The Loan Facility is secured by a first-ranking security in favour of Mr Reed over the Company’s shares in Australian Vanadium Corporation (Holdings) Pty Ltd, the holding entity for the Company’s Barrambie Project ( Security ). As announced on 13 September 2013, the Company sought and obtained a waiver from ASX of the requirement to obtain shareholder approval under Listing Rule 10.1 in connection with the grant of the Security.

The key terms of the Facility Agreement include:

• A floating interest rate of 3% per annum above the interest rate payable by Mr Reed under his external finance facilities, which is set by reference to the external financier’s internal variable reference rate. The initial rate will be 10.75%.

• A termination date of 31 August 2014.

• The Company must make a repayment by 19 December 2013 so that the amount outstanding under the Loan Facility after the repayment does not exceed $2 million.

• Mr Reed is entitled to call for repayment of the full amount drawn down within 90 days on the occurrence of certain events, including a change in control of the Company, Mr Reed being removed from the board of the Company (or there being a change in the composition of more than half of the board to which Mr Reed has not consented) and the Company raising more than A$6,000,000 of new debt or equity capital.

• Other warranties, events of default and covenants typical for a facility of this nature.

Convertible Notes

Another key term of the Facility Agreement is that the Company may, subject to obtaining the shareholder approval sought by Resolution 3, elect to repay all or part of the outstanding amount under the Facility Agreement by the issue of convertible notes to Mr Reed ( Convertible Notes ).

The key terms of the Convertible Notes are summarised below:

Number:	Up to 2,000,000 Convertible Notes, subject to a maximum of the number that would, on conversion, result in Mr Reed holding voting power of 19.9% in the Company. This cap will be applied based Mr Reed’s voting power on the date of issue of the Convertible Notes.
Face Value:	A$1 per Convertible Note.
Interest:	10% per annum, payable monthly in arrears.

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Security:	Secured by the Security.
Conversion Period:	Convertible at any time within 12 months of issue at Mr Reed’s election in multiples of 500,000. Convertible into Shares, ranking equally in all respects with the ordinary shares then on issue.
Conversion Price:	A$0.03per Share, being a 25% premium to the volume- weighted average price of the Shares on ASX in the 30 trading days up to the date this Notice was approved by the Board.
Redemption:	Unconverted Convertible Notes must be redeemed by the Company at the end of the Conversion Period at face value (plus accrued but unpaid interest).
Rights:	Convertible Notes do not confer any voting rights or rights to participate in dividends or other issues unless and until they are converted into Shares.
Reorganisations:	The number and conversion price of the Convertible Notes will be adjusted on any reorganisation of the Company’s capital in accordance with the ASX Listing Rules.
Transferability:	The Convertible Notes are non-transferable. Upon conversion of any Convertible Notes, Mr Reed can elect for the Shares to be issued to certain persons associated with him.

Approval sought

Under Listing Rule 10.11, shareholder approval is required before the Company can issue securities to a related party (including a Director) of the Company.

Accordingly, the Company seeks the approval of shareholders for the issue of the Convertible Notes to Mr Reed.

Under Listing Rule 7.1, the Company must not issue or agree to issue equity securities without shareholder approval if those securities, when aggregated with the securities issued by the Company without approval and which were not subject to an exemption during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period. However, pursuant to Exception 14 in Listing Rule 7.2, if shareholder approval is given under Listing Rule 10.11 for the issue of securities, it is not required under Listing Rule 7.1. Accordingly, if shareholders pass Resolution 3, the issue of Convertible Notes will not count towards the Company’s 15% capacity under Listing Rule 7.1.

In addition, pursuant to Exception 4 in Listing Rule 7.2 and Exception 7 in Listing Rule 10.12, the Company will be not required to obtain further shareholder approval for the conversion of any Convertible Notes into Shares.

Consequences of not obtaining approval

Shareholders should be aware that if shareholder approval is not obtained for the issue of the Convertible Notes at the Annual General Meeting, Mr Reed will be entitled to call for early repayment of the full amount outstanding on 90 days’ notice to the Company. The Company would need to consider at that time what funding sources were available to assist it to make the required early repayment.

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Information required by Listing Rule 10.13

In accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Convertible Notes:

• (a) The Convertible Notes will be issued to David Reed, a Director of the Company. Upon conversion of any Convertible Notes, Mr Reed can elect for the Shares to be issued to certain persons associated with him.

• (b) The Company may issue Mr Reed up to 2,000,000 Convertible Notes, subject to a maximum of the number that would, on conversion, result in Mr Reed holding voting power of 19.9% in the Company (to be determined at the time of issuing the Convertible Notes). If 2,000,000 Convertible Notes are issued and subsequently converted by Mr Reed, the maximum number of Shares into which the Convertible Notes could be converted is 66,666,667 (based on the conversion price set out in paragraph (d) below).

• (c) The Company will issue Convertible Notes representing the full amount of funds then drawn down (plus accrued but unpaid interest) within 3 business days of, and in any event by no later than 1 month after, the Meeting.

• (d) The Convertible Notes will be issued at a face value of A$1 per note, convertible into Shares at a conversion price of A$ 0.03 per Share. The terms of the Convertible Notes are summarised above.

• (e) The Company will use the funds advanced by Mr Reed for working capital purposes.

Recommendation of Directors

The Directors, other than Mr David Reed and Mr Chris Reed, recommend that shareholders vote in favour of Resolution 3. Neither Mr David Reed or Mr Chris Reed make any recommendation in relation to Resolution 3.

Mr Steven Cole, the Deputy Chairman, will hold the chair for the consideration of and voting on this Resolution 3, in his capacity as acting chair. Mr Steven Cole intends to vote all available proxies in favour of Resolution 3.

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ABN 89 099 116 631

Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

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

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

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

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

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote and view the annual report online



Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 3:00pm (WST) Monday, 18 November 2013

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

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

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i

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

I 9999999999 I ND

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



Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Reed Resources Ltd hereby appoint

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the Chairman of the Meeting

OR

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Reed Resources Ltd to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday, 20 November 2013 at 3:00pm (WST) and at any adjournment or postponement of that 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 Resolution 2 (except where I/we have indicated a different voting intention below) even though Resolution 2 is connected directly or indirectly with the remuneration of a member of the key management personnel of Reed Resources Ltd, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 2 by marking the appropriate box in step 2 below.

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

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For Against Abstain
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Resolution 1 Re-election of Steven Cole as Director Resolution 2 Adoption of Remuneration Report Resolution 3 Approval of issue of Convertible Notes to David Reed

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

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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