NT MINERALS LIMITED — AGM Information 2012

Oct 22, 2012

==> picture [356 x 68] intentionally omitted <==

ACN 059 326 519

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT PROXY FORM

Date of Meeting

21 November 2012

Time of Meeting

11.00am (WST)

Place of Meeting

The Park Business Centre, 45 Ventnor Avenue WEST PERTH WA 6005

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT:

http://www.redbankcopper.com.au/investors-and-media/annualhalf-yearlyquarterly-reports.html

THIS DOCUMENT IS IMPORTANT

If you do not understand this document or are in any doubt as to how to deal with this document, you should consult your stockbroker, solicitor, accountant or other professional advisor immediately.

Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Company Secretary on +61 8 6389 6800

www.redbankcopper.com.au

REDBANK COPPER LIMITED

ACN 059 326 519

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of the Company will be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia 6005, on Wednesday, 21 November 2012 at 11.00am WST for the purpose of transacting the following business.

The purpose of the attached Explanatory Statement is to provide information to Shareholders to enable each Shareholder to make an informed decision regarding the Resolutions set out in this Notice of Annual General Meeting.

If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors before voting.

The Explanatory Statement is to be read in conjunction with this Notice of Annual General Meeting. Capitalised words and expressions in this Notice of Annual General Meeting have the same meaning as in the Explanatory Statement and, where not defined in the Explanatory Statement, are defined in the attached Glossary.

ORDINARY BUSINESS

1 FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2012

To receive and consider the Annual Financial Statements of the Company for the year ended 30 June 2012 including the Directors’ Report and the Auditor’s Report as set out in the Company’s Annual Report.

Note: There is no requirement for Shareholders to approve these reports.

2 RESOLUTION 1 – NON-BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report as set out in the Annual Report for the year ended 30 June 2012.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

Voting Exclusion

The Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter[1] . However, the Company need not disregard a vote by a Restricted Voter if:

• (a) it is cast by a person acting as a proxy, appointed by writing, and the Proxy Form specifies how the proxy is to vote on the proposed Resolution; and it is not cast on behalf of a Restricted Voter; or

• (b) the person is the Chairman of the Meeting voting an undirected proxy and their appointment expressly authorises the Chairman to exercise the proxy even though Resolution 1 is connected with the remuneration of the Key Management Personnel of the Company.

1 “Restricted Voter” means Key Management Personnel and their Closely Related Parties as defined in the glossary.

2

If you are a Restricted Voter (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

3 RESOLUTION 2 – ELECTION OF DIRECTOR – MR MARTIN DEPISCH

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

“That, Mr Martin Depisch, having been appointed as an additional director of the Company on 28 November 2011, and being eligible and offering himself for re-election in accordance with clause 13.4 of the Company’s Constitution, be elected as a Director of the Company.”

4 RESOLUTION 3 – ELECTION OF DIRECTOR – MR THOMAS STYBLO

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

“That, Mr Thomas Styblo, having been appointed as an additional director of the Company on 28 March 2012, and being eligible and offering himself for re-election in accordance with clause 13.4 of the Company’s Constitution, be elected as a Director of the Company.”

5 RESOLUTION 4 – ELECTION OF DIRECTOR – MR DAMIAN DELANEY

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

“That, Mr Damian Delaney, having been appointed as an additional director of the Company on 24 July 2012, and being eligible and offering himself for re-election in accordance with clause 13.4 of the Company’s Constitution, be elected as a Director of the Company.”

6 RESOLUTION 5 – ELECTION OF DIRECTOR – MR MICHAEL FOTIOS

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

“That, Mr Michael Fotios, having been appointed as an additional director of the Company on 17 September 2012, and being eligible and offering himself for re-election in accordance with clause 13.4 of the Company’s Constitution, be elected as a Director of the Company.”

7 RESOLUTION 6 – ELECTION OF DIRECTOR – MR PETER FARRIS

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

“That, Mr Peter Farris, having been appointed as an additional director of the Company on 17 September 2012, and being eligible and offering himself for re-election in accordance with clause 13.4 of the Company’s Constitution, be elected as a Director of the Company.”

3

8 RESOLUTION 7 – ELECTION OF DIRECTOR – DR GERHARD KORNFELD

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

“That, Dr Gerhard Kornfeld, having been appointed as an additional director of the Company on 17 September 2012, and being eligible and offering himself for re-election in accordance with clause 13.4 of the Company’s Constitution, be elected as a Director of the Company.”

9 RESOLUTION 8 – AMENDMENT OF COMPANY CONSTITUTION

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

“That, with effect from the close of the Annual General Meeting and in accordance with Section 136 of the Corporations Act and for all other purposes, the Constitution of the Company be amended as set out in the Explanatory Memorandum attached to this Notice of Annual General Meeting.”

Short Explanation : Approval is sought to allow the Company to amend its Constitution that takes into account changes to Australian corporations legislation since the Constitution was last approved in 2009, and to clarify and simplify certain provisions in the Company’s existing Constitution.

10 RESOLUTION 9 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

Short Explanation: Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12 month period following the entity’s annual general meeting (“Additional 10% Placement Facility”). The Additional 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1. Resolution 9 seeks Shareholder approval to enable the Company to issue Equity Securities under the Additional 10% Placement Facility throughout the 12 months after the Annual General Meeting. The effect of Resolution 9 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the period set out in the Explanatory Statement.

Voting Exclusion

The Company will disregard any votes cast on Resolution 9 by any person who may participate in the issue of Equity Securities under the Additional 10% Placement Facility and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if Resolution 9 is passed, and any person associated with those persons. However, the Company will not disregard any votes cast on Resolution 9 by such person if:

• (a) the person is acting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) the person is the Chairman of the Meeting acting as proxy for a person who is entitled to vote, in

4

accordance with a direction on the Proxy Form to vote as the proxy decides.

Important note : The proposed allottees of any Equity Securities under the Additional 10% Placement Facility are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the Additional 10% Placement Facility), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

11 RESOLUTION 10 – SPILL RESOLUTION

If the outcome of Resolution 1 in this Notice of Annual General Meeting is such that at least 25% of the votes cast are against the adoption of the Remuneration Report, the Company is required to put the following resolution to the Meeting.

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

“That for the purposes of Section 250V(1) of the Corporations Act, and for all other purposes, a general meeting (“Spill Meeting”) of Shareholders be held within 90 days of the 2012 Annual General Meeting to consider re-election of the Directors as at the date of the 2012 Annual General Meeting.”

Voting Exclusion

The Company will disregard any votes cast on Resolution 10 by or on behalf of a Restricted Voter[2] . However, the Company need not disregard a vote if:

• (a) it is cast by a person acting as a proxy, appointed by writing, and the Proxy Form specifies how the proxy is to vote on the proposed Resolution; and

• (b) it is not cast on behalf of a Restricted Voter.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

DATED THIS 22 DAY OF OCTOBER 2012

BY ORDER OF THE BOARD

==> picture [131 x 36] intentionally omitted <==

Shannon Coates

Company Secretary

2 “Restricted Voter” means Key Management Personnel and their Closely Related Parties as defined in the glossary.

5

NOTES:

1. Completion of a Proxy Form will not prevent individual Shareholders from attending the Annual General Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Annual General Meeting.

2. A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on behalf of the member. A proxy need not be a member of the Company, but must be a natural person (not a corporation). A proxy may also be appointed by reference to an office held by the proxy (eg “the Company Secretary”).

3. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the member’s voting rights. If no such proportion is specified, each proxy may exercise half of the member’s votes.

4. A Proxy Form is enclosed. A separate form must be used for each proxy. An additional form can be obtained by writing to the Company at 143 Hay Street, Subiaco, Western Australia 6008. Alternatively, you may photocopy the enclosed form.

5. A duly completed Proxy Form and (where applicable) any power of attorney or a certified copy of the power of attorney must be received by the Company’s share registry at the address or fax number set out below, by 11:00am (WST) 19 November 2012 (not less than 48 hours before the time for commencement of the Meeting). Please send by post to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001 or by fax to 1800 783 447 or (61 3) 9473 2555.

6. The Company will accept proxy appointments by a corporate member executed in accordance with either section 127(1) (not under seal) or section 127(2) (under seal) of the Corporations Act.

7. In accordance with Regulations 7.11.37 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5:00pm (WST) on 19 November 2012.

8. The Explanatory Statement attached to this Notice forms part of this Notice.

6

EXPLANATORY STATEMENT

Introduction

This Explanatory Statement has been prepared for the information of Shareholders of the Company to better understand the resolutions to be put to the Annual General Meeting to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia, 6005, on Wednesday, 21 November 2012 at 11.00am WST.

1 FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2012

The first item of the Notice of Annual General Meeting deals with the consolidated Annual Financial Statements of the Company for the financial year ended 30 June 2012 together with the Directors’ Declaration and Report in relation to that financial year and the Auditor’s Report on those Financial Statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Company’s Auditor, Stantons International, will be present at the Annual General Meeting and the Chairman will provide Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent Audit Report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the Auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s Auditor about the matters above, may be submitted no later than 5 Business Days before the Meeting to the Company at 143 Hay Street, Subiaco WA 6008.

2 RESOLUTION 1 – NON-BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

The Directors’ Report for the year ended 30 June 2012 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and executives of the Company. In accordance with section 250R(2) of the Corporations Act the Company is required to present to its Shareholders, for consideration and adoption, the Remuneration Report as disclosed in the Company's 2012 Annual Report.

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s 2012 Annual Report and is also available on the Company’s website at:

http://www.redbankcopper.com.au/investors-and-media/annualhalf-yearlyquarterly-reports.html

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the 2012 Annual General

7

Meeting, the Company’s subsequent Remuneration Report must explain the Board’s proposed action in response or, if the Board does not propose any action, the Board’s reasons for not making any changes.

In addition, the Corporations Act sets out a “two strikes” re-election process. Under this process, if at least 25% of the votes cast are against the adoption of the Company’s Remuneration Report at two successive annual general meetings, the Company will be required to put a resolution to the second annual general meeting, to approve calling an extraordinary general meeting (“Spill Resolution”) to consider the appointment of all of the Directors who must stand for re-appointment. If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene an extraordinary general meeting (“Spill Meeting”) within 90 days of the second annual general meeting. All of the Directors who were in office when the latest Remuneration Report was considered, will need to stand for re-election at the Spill Meeting.

At the Company’s 2011 Annual General Meeting, over 25% of the votes cast were against the adoption of the Remuneration Report. If at least 25% of the votes cast are against the adoption of the Remuneration Report at the 2012 Annual General Meeting, Resolution 10 will be required to be put to the 2012 Annual General Meeting.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation. All of the Directors of the Company who were named as Directors in the Remuneration Report at the 2011 Annual General Meeting have since resigned. Accordingly, while the Company has taken last year’s “first strike” into consideration in determining the subsequent Directors’ remuneration, the latest Remuneration Report does not detail any proposed action or reasons for an absence of action in response to the “first strike”.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

The Chairman of the Meeting will vote all undirected proxies in favour of Resolution 1.

3 RESOLUTION 2 – ELECTION OF DIRECTOR – MR MARTIN DEPISCH

Clause 13.4 of the Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Depisch was appointed to the Board on 28 November 2011 to act as non-executive nominee Director of DCM DECOmetal GmbH (“DCM”). In accordance with clause 13.4 of the Constitution, Mr Depisch now seeks re-election as a Director at this Annual General Meeting.

Based in Austria, Mr Depisch holds an MBA from Karl-Franzens University, Austria and has also studied at Harvard University, USA. He has almost 20 years’ experience in finance and transactional work involving the mining sector. Martin is a beneficiary of the Depisch family trust, which is the ultimate owner of DCM. He is also a director of ASX listed Stirling Resources Limited and Swan Gold Mining Limited.

Directors’ Recommendation

The Board (other than Mr Depisch) recommends Shareholders vote in favour of Resolution 2.

8

4 RESOLUTION 3 – ELECTION OF DIRECTOR – MR THOMAS STYBLO

Clause 13.4 of the Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Styblo was appointed to the Board on 23 March 2012 to act as non-executive nominee Director of DCM. In accordance with clause 13.4 of the Constitution, Mr Styblo now seeks re-election as a Director at this Annual General Meeting.

Mr Styblo is Director Finance with DCM. He is an Executive Master of Laws (L.L.M.) and holds a Masters Degree in Economic and Social Sciences (Mag.rer.soc.oec). He is also currently a director of ASX listed Stirling Resources Limited, Swan Gold Mining Limited and Australian Zircon NL.

Directors’ Recommendation

The Board (other than Mr Styblo) recommends Shareholders vote in favour of Resolution 3.

5 RESOLUTION 4 – ELECTION OF DIRECTOR – MR DAMIAN DELANEY

Clause 13.4 of the Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Delaney was appointed to the Board on 24 July 2012 to act as non-executive nominee Director of Investmet Limited (“Investmet”). In accordance with clause 13.4 of the Constitution, Mr Delaney now seeks re-election as a Director at this Annual General Meeting.

Mr Delaney is a Chartered Accountant with many years’ experience working with international listed companies. He commenced his career in South Africa, qualifying with Coopers and Lybrand, before taking up a series of positions in the United Kingdom. He was until recently Managing Director of ASX listed Nimrodel Resources Limited. He has worked in the resource sector for the past 6 years where he has been involved in numerous capital raisings. Mr Delaney is fully conversant with all regulatory requirements of the Australian markets and has many years’ hands on experience managing all aspects of company financial and regulatory reporting. He is also currently a director of Stirling Resources Limited, Swan Gold Mining Limited and Genesis Minerals Limited.

Directors’ Recommendation

The Board (other than Mr Delaney) recommends Shareholders vote in favour of Resolution 4.

6 RESOLUTION 5 – ELECTION OF DIRECTOR – MR MICHAEL FOTIOS

Clause 13.4 of the Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Fotios was appointed to the Board on 17 September 2012 to act as non-executive nominee Director of Investmet. In accordance with clause 13.4 of the Constitution, Mr Fotios now seeks reelection as a Director at this Annual General Meeting.

9

Mr Fotios is a Geologist specialising in Economic Geology with 27 years extensive experience in exploration throughout Australia for gold, base metals, tantalum, tin and nickel and taking projects from exploration to feasibility. He previously held positions with Homestake Australia Limited and Sons of Gwalia Limited. He was Managing Director and a Director with Tantalum Australia NL (now ABM Resources Ltd) from September 1999 to October 2005. His last position was as Managing Director of Galaxy Resources Limited. Michael Fotios is founder and current Executive Chairman of Investmet and regarded as having control of Investmet for the purposes of the Corporations Act. He is also currently a director of ASX listed Northern Star Resources Limited, Pegasus Metals Limited, Horseshoe Metals Limited, General Mining Corporation Limited, Swan Gold Mining Limited and Stirling Resources Limited.

Directors’ Recommendation

The Board (other than Mr Fotios) recommends Shareholders vote in favour of Resolution 5.

7 RESOLUTION 6 – ELECTION OF DIRECTOR – MR PETER FARRIS

Clause 13.4 of the Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Mr Farris was appointed to the Board on 17 September 2012 to act as non-executive nominee Director of Investmet. In accordance with clause 13.4 of the Constitution, Mr Farris now seeks reelection as a Director at this Annual General Meeting.

Mr Farris is a well respected and highly credentialed businessman in the Perth real estate industry and corporate advisory services. He has managed and developed major real estate companies with turnovers in excess of $200 million and has extensive experience in company management. Mr Farris holds a Diploma in Business from Perth Tech and a Diploma in Business from RMIT and is a Member of the Australian Institute of Company Directors. He is also a director with Northern Star Resources Limited, Swan Gold Mining Limited and Stirling Resources Limited.

Directors’ Recommendation

The Board (other than Mr Farris) recommends Shareholders vote in favour of Resolution 6.

8 RESOLUTION 7 – ELECTION OF DIRECTOR – DR GERHARD KORNFELD

Clause 13.4 of the Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Dr Kornfeld was appointed to the Board on 17 September 2012 to act as non-executive nominee Director of Investmet. In accordance with clause 13.4 of the Constitution, Dr Kornfeld now seeks reelection as a Director at this Annual General Meeting.

Dr Kornfeld is an Austrian national who completed his PhD at the University of Economics in Vienna and has been involved in various executive positions throughout Europe. Before joining DCM as CEO in May 2012, he had been acting as CEO of VA TECH EZ, based in Prague and CEO of Mondi Russia, based in Syktyvkar. Dr Kornfeld is also currently a director with Australian Zircon NL, Swan Gold Mining Limited and Stirling Resources Limited.

10

Directors’ Recommendation

The Board (other than Dr Kornfeld) recommends Shareholders vote in favour of Resolution 7.

9 RESOLUTION 8 – AMENDMENT OF COMPANY CONSTITUTION

Shareholder approval is sought for the amendment of the Constitution of the Company. If the special resolution seeking this approval is passed, the amendments will be effective immediately following the Annual General Meeting.

The Directors believe that the Constitution should be brought up to date with the current provisions of the Corporations Act and the Listing Rules of the ASX.

If the special resolution is passed, the following substantive amendments to the Constitution of the Company (a complete list of amendments is set out in the Schedule) will apply:

• (a) Clause 8 – Transfer of Shares

Clause 8.4(c) has been amended to expand the circumstances when the Company can charge for the registration of transfer documents. The previous clause did provide for the circumstances outlined in the Listing Rules.

• (b) Clause 9 – Transmission of Shares.

Clauses 9.2, 9.3 and 9.4 have been amended to include reference to the transmission of shares upon mental incapacity, in addition to circumstances of death or bankruptcy. This is consistent with the provisions in section 1072D of the Corporations Act.

• (c) Clause 12 – Proceedings at General Meetings

Clause 12.7 and 12.9 have been amended to allow the Chairman of a general meeting to adjourn the meeting without the necessary consent of the general meeting, as well as have the final decision in relation to matters of conduct at the general meeting.

• (d) Clause 13.4 – Additional Directors

Clause 13.4 has been amended so that a Director appointed in a temporary position will hold office until the next annual general meeting, and is taken into account when determining the Directors that are to retire by rotation at such annual general meeting. The previous clause was more onerous than the requirement under the Listing Rules.

• (e) Clause 13.7 – Remuneration

Clause 13.7 has been amended to clarify what payments are included in the total remuneration payable to Directors and non-Executive Directors. Under Listing Rule 10.17, the total remuneration payable to Directors includes superannuation payments; however the total remuneration payable to non-Executive Directors does not include remuneration such as shares or options.

• (f) Clause 21 – Dividends and Reserves

Clause 21.1 has been amended to allow for the payment of dividends in accordance with the dividend rules which were amended in the Corporations Act in 2010. Broadly, the new dividend rules allow dividends to be paid to the extent the assets of the company exceed the liabilities as opposed to merely out of the profits of the Company. Consequently, clause 21.3 has been deleted as this clause required dividends to be payable from profits only.

• (g) Clause 27 – Indemnities and Insurance

Clause 27.2 has been amended to reflect the broad indemnity of officers and auditors as expressed in section 199A of the Corporations Act. The previous clause limited the

11

Company’s ability to provide indemnity to officers and auditors of the Company for legal expenses.

• (h) Clause 32 – Sale of the Company’s Main Undertaking

Clause 32 has been deleted as matters pertaining to the Company’s main undertaking are dealt with by the Listing Rules.

Directors’ Recommendation

The Board unanimously recommends Shareholders vote in favour of Resolution 8.

10 RESOLUTION 9 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Listing Rule 7.1A

Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12 month period following the entity’s annual general meeting (“Additional 10% Placement Facility”). The Additional 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, as at the time of the entity’s annual general meeting. The Company is an eligible entity as at the time of this Notice of Annual General Meeting and is expected to be an eligible entity as at the time of the Annual General Meeting. As at 22 October 2012 the Company’s market capitalisation is $237,180.

Resolution 9 seeks Shareholder approval to enable the Company to issue Equity Securities under the Additional 10% Placement Facility throughout the 12 months after the Annual General Meeting. The effect of Resolution 9 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the period set out below.

Resolution 9 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at the Annual General Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The exact number of Equity Securities that the Company may issue under the Additional 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to this Notice of Annual General Meeting below).

The Company is seeking a mandate to issue securities under the Additional 10% Placement Facility to enable the Company to pursue its growth strategy with the flexibility to act quickly as potential business opportunities arise.

Regulatory Requirements

In compliance with the information requirements of Listing Rule 7.3A, Shareholders are advised of the following information:

Minimum Issue Price

Equity Securities issued under the Additional 10% Placement Facility must be in the same class as an existing class of quoted Equity Securities of the Company. As at the date of this Notice of Annual General Meeting, the Company has on issue one class of quoted Equity Securities, namely Shares.

The issue price of Equity Securities issued under the Additional 10% Placement Facility must not be lower than 75% of the volume weighted average price for securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the Equity Securities are issued; or

12

• (b) the date on which the price of Equity Securities is agreed, provided that the issue is thereafter completed within 5 business days.

Dilution

As at the date of this Notice of Annual General Meeting, the Company has 392,630,263 Shares on issue. If Shareholders approve Resolution 9, the Company will currently have the capacity to issue approximately 39,263,026 Equity Securities under the Additional 10% Placement Facility in accordance with Listing Rule 7.1A.

The precise 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 following formula:

(A x D) – E

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

• i. plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

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

• iii. 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;

• iv. less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning 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.

If Resolution 9 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Facility, existing Shareholders' voting power in the Company will be diluted as shown in the table below to the extent Shareholders do not receive any Shares under such issues. There is a risk that:

• (a) 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

• (b) 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 closing price of Shares on 21 November 2011 being the last date of trading prior to suspension of the Shares on ASX, and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice of Annual General Meeting.

The below table also shows:

• (a) 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

13

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

• (b) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the closing price of Shares on 21 November 2011 being the last date of trading prior to suspension of the Shares on ASX.

Variable “A” in Listing Rule 7.1A.2		Dilution
		$0.0015 50% decrease in Issue Price	$0.003 Issue Price	$0.0045 50% increase in Issue Price
Current Variable A 392,630,263 Shares	Shares issued	39,263,026 New Shares	39,263,026 New Shares	39,263,026 New Shares
	Funds raised	$58,894	$117,789	$176,683
50% increase in current Variable A 588,945,394 Shares	Shares issued	58,894,539 New Shares	58,894,539 New Shares	58,894,539 New Shares
	Funds raised	$88,341	$176,683	$265,025
100% increase in current Variable A 785,260,526 Shares	Shares issued	78,526,052 New Shares	78,526,052 New Shares	78,526,052 New Shares
	Funds raised	$117,789	$235,578	$353,367

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the Additional 10% Placement Facility.

2. No Options are exercised into Shares before the date of the issue of the Equity Securities.

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

4. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

5. 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.

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

7. The issue price is $0.003, based on the closing price of the Shares as last traded on ASX on 21 November 2011. Since that date, the Company’s Shares have been suspended from trading on ASX.

14

Issue Period

If Shareholders approve Resolution 9, the Company will have a mandate to issue Equity Securities under the Additional 10% Placement Facility under Listing Rule 7.1A from the date of the Annual General Meeting until the earlier of the following to occur:

• (a) the date that is 12 months after the date of the Annual General Meeting; and

• (b) the date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(the “Additional 10% Placement Period”).

The Company will only issue and allot Equity Securities under the Additional 10% Placement Facility during the Additional 10% Placement Period.

Purpose of Issues

The Company may seek to issue the Equity Securities for the following purposes:

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

• (b) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets, which include the Redbank Copper Project in Northern Territory, Australia, and/or general working capital.

The Company will provide further information at the time of issue of any Equity Securities under the Additional 10% Placement Facility in compliance with its disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A.

Allocation Policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the Additional 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:

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

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

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

• (d) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing Shareholders and/or new Shareholders.

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

Previous issues of Equity Securities under Listing Rule 7.1A

The Company has not previously obtained Shareholder approval under Listing Rule 7.1A and accordingly has not issued any Equity Securities pursuant to Listing Rule 7.1A in the 12 months preceding the date of the Annual General Meeting.

15

Voting exclusion statement

A voting exclusion statement for Resolution 9 is included in the Notice of Annual General Meeting preceding this Explanatory Statement.

At the date of the Notice of Annual General Meeting, the Company has not approached any particular existing security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. Accordingly, the proposed allottees of any Equity Securities under the Additional 10% Placement Facility are not as yet known or identified.

In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the Additional 10% Placement Facility), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice of Annual General Meeting.

Director’s Recommendation

The Board believes that the Additional 10% Placement Facility is beneficial for the Company as it will give the Company the flexibility to issue further securities representing up to 10% of the Company’s share capital during the next 12 months.

Accordingly, the Board unanimously recommends Shareholders vote in favour of Resolution 9.

11 RESOLUTION 10 – SPILL RESOLUTION

As set out above in the Explanatory Statement relating to Resolution 1, the Directors’ Report for the year ended 30 June 2012 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and executives of the Company. In accordance with section 250R(2) of the Corporations Act the Company is required to present to its shareholders the Remuneration Report as disclosed in the Company's 2012 Annual Report.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the 2011 Annual General Meeting, and then again at the 2012 Annual General Meeting, the Company will be required to put this Resolution 10 to the 2012 Annual General Meeting, to approve calling an extraordinary general meeting (“Spill Resolution”).

At the Company’s 2011 Annual General Meeting, over 25% of the votes cast were against the adoption of the Remuneration Report. If the outcome of Resolution 1 in this Notice of Annual General Meeting is such that at least 25% of the votes cast are against the adoption of the Remuneration Report, the Company is required to put the Spill Resolution to the 2012 Annual General Meeting.

Resolution 10 is a contingent resolution that will only be considered if 25% or more of the votes cast on Resolution 1 are cast against Resolution 1.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene an extraordinary general meeting (“Spill Meeting”) within 90 days of the 2012 Annual General Meeting. All of the Directors who were in office when the 2012 Directors’ Report was approved, will (if desired) need to stand for re-election at the Spill Meeting. Following the Spill Meeting, those

16

persons whose election or re-election as Directors is approved will be the Directors of the Company.

Shareholders who want to cast their vote on Resolution 10 will need to vote on Resolution 10 in the attached Proxy Form prior to the consideration of Resolution 1 at the Annual General Meeting, notwithstanding that Resolution 10 will not be considered if Resolution 1 receives a “no” vote of less than 25% at the Annual General Meeting.

As a public company is required to have a minimum of three directors, the Corporations Act includes a mechanism to ensure that the Company will have at least three Directors after the Spill Meeting. If at the Spill Meeting, three Directors are not appointed by ordinary resolution, the persons taken to be appointed are those with the highest percentage of votes favouring their appointment cast at the Spill Meeting on the resolution for their appointment (even if less than half the votes cast on the resolution were in favour of their appointment).

Directors’ Recommendation

The Board unanimously recommend Shareholders vote AGAINST Resolution 10.

12 GLOSSARY

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited.

Board means the board of Directors.

Business Day means a day which banks are open for business in Perth excluding a Saturday, Sunday or public holiday.

Closely Related Parties means in relation to a KMP, a spouse, child or dependant of the KMP; a child or dependant of the KMP’s spouse; anyone else in the KMP’s family who may be expected to influence, or be influenced by, the KMP in the KMP’s dealings with the Company; or a company that the KMP controls.

Company means Redbank Copper Limited ACN 059 326 519.

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

DCM means DCM DECOmetal GmbH.

Director means a director of the Company.

Equity Securities has the meaning given to that term in the Listing Rules .

Explanatory Statement means this Explanatory Statement.

Key Management Personnel (KMP) has the meaning given in the Corporations Act.

Listing Rules means the ASX Listing Rules.

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

Notice or Notice of Annual General Meeting means the notice of meeting that accompanies this Explanatory Statement.

Proxy Form means the proxy form enclosed with this Notice and Explanatory Statement.

Resolution means a resolution referred to in the Notice.

17

Share means an ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means Western Standard Time, Perth, Western Australia.

$ means Australian dollars.

A reference to a Section or a Schedule is a reference to a Section or Schedule in this Explanatory Statement.

18

SCHEDULE

Redbank Copper Limited Company Constitution: Amended Clauses

3.3 Minimum Shareholding

Subject to the Corporations Act, the Listing Rules, and clauses 3.13 to 3.15 (inclusive), on and from the Date of Effect, the shareholding of a member which is less than the Minimum Shareholding may be sold by the Company pursuant to the provisions of this clause 3.

3.12 Cost of Sale of Listed Securities

The Company shall bear all the costs of the sale of the Listed Securities under this clause 3 .

8.4 Registration Procedure

• (c) a fee shall not be charged on the registration of a transfer of Shares or other securities except where a charge is permitted by the Listing Rules ; and

9.2 Death or Bankruptcy of Shareholder

Subject to clause 9.1, where the registered holder of a Share dies, becomes mentally incapacitated or becomes bankrupt, his or her personal representative or the trustee of his or her estate, as the case may be, shall be entitled upon the production of such information as is properly required by the Directors, to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the Company, or to voting or otherwise), as the registered holder would have been entitled to if he or she had not died or become bankrupt.

9.3 Registration by Transmission or to Beneficiary

A person becoming entitled to a Share in consequence of the death, mental incapacity or, subject to the Bankruptcy Act 1966, the bankruptcy of a Shareholder may, upon such information being produced as is properly required by the Directors, elect by written notice to the Company either to be registered himself or herself as holder of the Share or to have some other person nominated by the person registered as the transferee of the Share. If this person elects to have another person registered, he or she shall execute a transfer of the Share to that other person.

9.4 Limitations to Apply

All the limitations, restrictions and provision of this Constitution relating to the right to transfer Shares and the registration of a transfer of Shares are applicable to any notice or transfer as if the death, mental incapacity or bankruptcy of the Shareholder had not occurred and the notice of transfer were a transfer signed by that Shareholder.

12.7 General Conduct

The general conduct of each general meeting of the Company and the procedures to be adopted at the meeting will be determined by the chairman, including the procedure for the conduct off the election of Directors. Any decision made by the chairman under this article is final.

12.9 Adjournment

The Chairman may , ~~with the consent of the general meeting at which a quorum is present, and shall, if so directed by the general meeting,~~ adjourn the meeting from time to time and from place to place, but no business shall be transacted on the resumption of any adjourned

19

meeting other than the business left unfinished at the meeting from which the adjournment took place. A poll cannot be demanded on any resolution concerning the adjournment of a general meeting except by the chairman.

13.4 Additional Directors

The Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by this Constitution. Any Director so appointed holds office only until the next ~~following~~ annual general meeting and is then eligible for re-election at that meeting ~~but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting~~ . This provision does not apply to the Managing Director.

13.7 Remuneration

The Directors shall be paid out of the funds of the Company, by way of remuneration for their services as Directors. Subject to clause 13.8 below, the total aggregate fixed sum per annum to be paid to the non-executive Directors from time to time will not exceed the sum determined by the Shareholders in general meeting and the total aggregate fixed sum will be divided between the non-executive Directors as the Directors shall determine and, in default of agreement between them, then in equal shares. No non-executive Director shall be paid as part or whole of his remuneration a commission on or a percentage of profits or a commission or a percentage of operating revenue, and no executive Director shall be paid as whole or part of his remuneration a commission on or percentage of operating revenue. The remuneration of a Director shall be deemed to accrue from day to day. The agreed remuneration payable to Directors does not include remuneration in the form of share, option or other equity plans approved separately by the Company in general meeting.

This clause does not apply to the remuneration of the Managing Director.

21.1 Dividends

Subject to the Corporations Act, the Listing Rules, and this Constitution, ~~tT~~ he Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend. Subject to clause 6.5 and subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the dividend as declared shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares in accordance with Part 2H.5 of the Corporations Act.

~~21.3 Dividends only Payable from Profits~~

~~No dividend shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive.~~

27.2 Defending Proceedings

To the maximum extent permitted under the Corporations Act, ~~tT~~ he Company:

• (a) hereby indemnifies and agrees to keep indemnified every director, principal executive officer and secretary of the Company; and

• (b) may, by deed, indemnify or agree to indemnify an officer of the Company (other than a director, principal executive officer or secretary);

20

out of the property of the Company in relation to the period during which that officer held his or her office against a liability for costs and expenses incurred by that officer in that capacity ~~:~~

• ~~(c)~~ in defending proceedings, whether civil or criminal, ~~in which:~~

• ~~(i) judgement is given in favour of that officer; or~~

• ~~(ii) that officer is acquitted;~~ or

• ~~(d)~~ in connection with an application in relation to any proceedings referred to in this clause ~~27.2(c)~~ in which relief is granted to that officer by the Court under the Corporations Act.

~~32 Sale of the Company’s Main Undertaking~~

~~For so long as any of the securities of the Company are Listed Securities then, notwithstanding anything to the contrary contained in this Constitution, any sale or disposal of the Company’s main undertaking shall be conditional upon approval by an ordinary resolution of the Shareholders.~~

21

Redbank Copper Limited

ABN 66 059 326 519

Lodge your vote:



By Mail:

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

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

 For your vote to be effective it must be received by 11:00am (WST) Monday 19 November 2012

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

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.

 Turn over to complete the form

View the annual report, 24 hours a day, 7 days a week:  www.redbankcopper.com.au/investors-and-media/annualhalf-yearlyquarterly-reports.html

Review and update your securityholding:

Your secure access information is:

www.investorcentre.com SRN/HIN: I9999999999

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

==> picture [18 x 18] intentionally omitted <==

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

I/We being a member/s of Redbank Copper Limited hereby appoint

==> picture [21 x 21] intentionally omitted <==

the Chairman of the Meeting

 PLEASE NOTE: Leave this box blank if OR 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 Redbank Copper Limited to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth WA 6005 on Wednesday, 21 November 2012 at 11:00am (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 Items 1 and 10 (except where I/we have indicated a different voting intention below) even though Items 1 and 10 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Item of business with the exception of Item 10 where the Chairman of the Meeting will be voting against .

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 Items 1 and 10 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 behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business 

10 Spill Resolution (by voting for this Resolution, you are voting in favour of convening the Spill Meeting)

		For		Aga		Abst
1	Non-binding Resolution to adopt
	Remuneration Report
2	Election of Director - Mr Martin
	Depisch
3	Election of Director - Mr
	Thomas Styblo
4	Election of Director - Mr Damian
	Delaney
5	Election of Director - Mr Michael
	Fotios
6	Election of Director - Mr Peter
	Farris
7	Election of Director - Dr Gerhard
	Kornfeld
8	Amendment of Company
	Constitution
9	Approval of Additional 10% Placement Capacity

SIGN

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

==> picture [504 x 77] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
----- End of picture text -----

R C P