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

ACN 059 326 519

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT PROXY FORM

Date of Meeting

27 November 2013

Time of Meeting

2.00pm (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 6241 1888

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 27 November 2013 at 2.00pm 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 2013

To receive and consider the Annual Financial Statements of the Company for the year ended 30 June 2013 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 2013.”

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. However, the Company need not disregard a vote by a Restricted Voter if it is not cast on behalf of a Restricted Voter and:

(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;; 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.

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 – RE-ELECTION OF DIRECTOR – MR CRAIG READHEAD

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

“That Mr Craig Readhead, having been appointed as an additional director of the Company on 23 April 2013, 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 – 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 3 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 3 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 3 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 3 is passed, and any person associated with those persons. However, the Company will not disregard any votes cast on Resolution 3 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 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.

5 RESOLUTION 4 – APPROVAL OF EMPLOYEE INCENTIVE OPTION SCHEME

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

" That, for the purpose of Listing Rule 7.2 Exception 9(b) and for all other purposes, the issue of securities under the employee incentive option scheme for employees and directors known as the “Redbank Copper Limited Employee Incentive Option Scheme”, a summary of which is annexed to the Explanatory Statement accompanying this Notice as Annexure A to the Explanatory Statement, be approved as an exception to Listing Rule 7.1. "

Voting Exclusion

The Company will disregard any votes cast on Resolution 4 by a Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of that Director. However, the Company need not disregard any votes cast on Resolution 4 by a Director if:

(a) the Director is acting as a proxy for a person who is entitled to vote, appointed by writing, and the Proxy Form specifies how the proxy is to vote on the proposed Resolution; or
(b) the Director is the Chairman of the Meeting acting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Company will also disregard any votes cast on Resolution 4 by a Restricted Voter as proxy for another person where the Proxy Form does not specify how the proxy is to vote, with the exception that votes cast by the Chairman as proxy appointed in writing, in accordance with a direction on the Proxy Form to vote as the proxy decides, will not be excluded.

OTHER BUSINESS

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

DATED THIS 10TH DAY OF OCTOBER 2013

BY ORDER OF THE BOARD

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

Shannon Coates

Company Secretary

NOTES:

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.
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”).
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.
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 Level 1, 24 Mumford Place, Balcatta, Western Australia 6021. Alternatively, you may photocopy the enclosed form.
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 2:00pm (WST) 25 November 2013 (not less than 48 hours before the time for commencement of the Meeting). Please send by post to Redbank Copper Limited, Level 1, 24 Mumford Place, Balcatta, Western Australia 6021 or by fax to (61 8) 6241 1811.
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.
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 25 November 2013.
The Explanatory Statement attached to this Notice forms part of this Notice.

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 27 November 2013 at 2.00pm WST.

1 FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2013

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 2013 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 Level 1, 24 Mumford Place, Balcatta WA.

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

The Directors’ Report for the year ended 30 June 2013 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 2013 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 2013 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 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 2013 Annual General

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 2012 Annual General Meeting, over 25% of the votes cast were NOT against the adoption of the Remuneration Report therefore a Spill Resolution will not be required at the 2013 Annual General Meeting.

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

The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 1 provided the Chairman is authorised to do so.

3 RESOLUTION 2 – ELECTION OF DIRECTOR – MR CRAIG READHEAD

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 following annual general meeting and is then eligible for re-election.

Mr Readhead was appointed to the Board on 23 April 2013 to act as non-executive Director. In accordance with clause 13.4 of the Constitution, Mr Readhead now seeks re-election as a Director at this Annual General Meeting.

Mr Readhead is one of WA’s leading mining and resource lawyers with over 33 years legal and corporate advisory experience specialising in the resources sector, including the implementation of large scale mining projects both in Australia and overseas. In 2009, Craig was identified as one of the Top 10 Best Mining Lawyers in Australia, published by the Australian Financial Review.

Craig is currently a Partner of law firm Allion Legal and has extensive Board experience. He is a current director of listed companies Heron Resources Limited, Galaxy Resources Limited, Beadell Resources and General Mining Corporation Limited, and a former director of Mount Gibson Iron Limited, Frankland River Olive Company Limited and India Resources Limited. Mr Readhead has had an extensive involvement with AMPLA (Australian Mining and Petroleum Law Association), as a former President of the Federal Body and State Chairman. He also served on the Council of the Association of Mining and Exploration Companies, including terms as Treasurer and Vice President.

Mr Readhead is currently a member of the Council of the WA Division of AICD.

Directors’ Recommendation

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

4 RESOLUTION 3 – 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. 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 9 October 2013 the Company’s market capitalisation is $7,018,291.

Resolution 3 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 3 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the period set out below.

Resolution 3 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
(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 2,339,430,263 Shares on issue. If Shareholders approve Resolution 3, the Company will currently have the capacity to issue approximately 233,943,026 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 3 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 9 October 2013 being the last date of trading prior to sending this Notice of Meeting to print, 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 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 100% as against the closing price of Shares on 9 October 2013.

Variable “A” in Listing Rule 7.1A.2		Dilution
		$0.0015 50% decrease in Issue Price	$0.003 Issue Price	$0.006 100% increase in Issue Price


Current Variable A 2,339,430,263 Shares	Shares issued	233,943,026 New Shares	233,943,026 New Shares	233,943,026 New Shares
	Funds raised	$ 350,914	$ 701,829	$ 1,403,658

50% increase in current Variable A 3,509,145,394 Shares	Shares issued	350,914,539 New Shares	350,914,539 New Shares	350,914,539 New Shares
	Funds raised	$ 526,371	$ 1,052,744	$ 2,105,487

100% increase in current Variable A 4,678,860,526 Shares	Shares issued	467,886,052 New Shares	467,886,052 New Shares	467,886,052 New Shares
	Funds raised	$ 701,829	$ 1,403,658	$ 2,807,316

The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the Additional 10% Placement Facility.
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%.
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.
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.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
The issue price is $0.003, based on the closing price of the Shares on the ASX on 9 October 2013, being the last closing price before this Notice of Meeting was sent to print.

Issue Period

If Shareholders approve Resolution 3, 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 who are not related parties or associates of related parties of the Company.

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.

Voting exclusion statement

A voting exclusion statement for Resolution 3 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.

Previous issues of Equity Securities made in the 12 months preceding the Meeting

The Company obtained Shareholder approval under Listing Rule 7.1A at its Annual General Meeting on 21 November 2012. Pursuant to Listing Rule 7.3A.6 the following information is provided to Shareholders:

(a) during the 12 months preceding the date of this Meeting, the Company did not issue any Equity Securities under Listing Rule 7.1A.
(b) the total number of Equity Securities issued in the 12 months before this Meeting (that is, since 27 November 2012) is 1,946,800,000 Shares. The total number of Equity Securities on issue as at 27 November was 392,630,263 Shares. The total number of Equity Securities issued in the 12 months since 27 November represents 495.83% of the total number of Equity Securities on issue at 27 November 2012. All of these Equity Securities were issued pursuant to a Prospectus, as announced 13 February 2013. Details of these issues of Equity Securities are as follows:

(i) Placement

Number of Equity Securities issued and date of issue

On 23 April 2013 the Company issued 1,646,800,000 Shares to subscribers to the placement pursuant to the Prospectus.

Class and terms of Equity Securities issued

The Shares issued were fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with the existing Shares.

The terms and conditions of the Shares are set out in Annexure B.

Persons to whom the Equity Securities were issued to

The Shares were issued under the placement to sophisticated and professional investors.

Investmet Limited, Delta Resource Management Pty Ltd and Michael Fotios, who is a director and shareholder of Investmet Limited and Delta Resource Management Ltd, were issued a total of 451,800,000 Shares under the placement, of these Shares Investmet Limited was issued 200,000,000 Shares, Delta Resource Management Pty Ltd was issued 200,000,000 Shares and Michael Fotios was issued 51,800,000 Shares. Shareholder approval for this issue to Michael Fotios (or his nominee(s)) as a Director and related party of the Company, was received on 15 January 2013.

Cape Birchington Pty Ltd (of which Mr Damian Delaney is a director and shareholder of) as trustee for the Delaney Family Super Fund (of which Mr Delaney is a beneficiary of) was issued 20,000,000 Shares under the placement. Shareholder approval for this issue to Mr Delaney (or his nominee(s)) as a Director and related party of the Company, was received on 15 January 2013.

Price at which the Equity Securities were issued and any discount to market price

The Shares were issued at $0.005 per Share, which were not issued at a discount (the market price of the Shares whilst the Company was in suspension and as at 22 April 2013 being $0.004 per Share).

Consideration and use of funds raised

The Company raised $8,234,000, before costs, under the Placement of which 55% has been spent towards restructuring the Company, including repaying debts of approximately $3.57 million to DCM DECOmetal GmbH and approximately $780,000 to Stirling Resources Limited. The remaining funds will be applied towards exploration at the Redbank Copper Project, which is expected to include geological mapping, geochemical sampling, airborne magnetics/EM, Reverse Circulation and Diamond drilling, and general working capital.

(ii) Conversion of debt

Number of Equity Securities issued and date of issue

On 23 April 2013 the Company also issued 300,000,000 Shares at a deemed issue price of $0.005 per share, to Investmet Limited following the conversion of the $1,500,000 debt owed by the Company.

Class and terms of Equity Securities issued

The terms and conditions of the Shares are set out in Annexure B.

Person to whom the Equity Securities were issued to

The Shares were issued to Investmet Limited, who was not a related party at the time of issue.

Price at which the Equity Securities were issued and any discount to market price

The Shares were issued at $0.005 per Share, which were not issued at a discount (the market price of the Shares whilst the Company was in suspension and as at 22 April 2013 being $0.004 per Share).

Consideration and use of funds raised

No cash consideration was received by the Company and the current value of the Shares as at 9 October 2013 with a closing price of $0.003 is $900,000.

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 3.

5 RESOLUTION 4 – APPROVAL OF EMPLOYEE INCENTIVE OPTION SCHEME

The Directors considered that it was desirable to establish an option plan under which employees may be offered the opportunity to subscribe for Options to acquire Shares in the Company in order to increase the range of incentives available to them and to strengthen links between the Company and its employees. Accordingly the Board has adopted a scheme called the Redbank Copper Limited Employee Incentive Option Scheme (“ Scheme ”).

The Scheme is designed to provide incentives to the employees of the Company and to recognise their contribution to the Company’s success. Under the current circumstances the Directors consider that the incentives to employees are a cost effective and efficient incentive for the Company as opposed to alternative forms of incentives such as cash bonuses or increased remuneration. To enable the Company to secure employees and Directors who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The Scheme is designed to achieve this objective, by encouraging continued improvement in performance over time and by encouraging personnel to acquire and retain significant shareholdings in the Company. The Scheme is an incentive scheme, the purpose of which is to give eligible persons an opportunity, in the form of Options, to subscribe for Shares in the Company.

An “eligible person” is defined in the Scheme to include a person who is at the time of an offer under the Scheme, a full or part time employee, including director, to the Company or an associated body corporate of the Company. Prior shareholder approval will be required before a Director or related party of the Company can participate in an issue of Options under the Scheme.

A summary of the Terms and Conditions of the Scheme are set out in Annexure A to this Explanatory Statement.

Shareholder approval is required if any issue of Options pursuant to the Scheme is to fall within the exception to the calculation of the 15% limit imposed by Listing Rule 7.1 on the number of securities which may be issued without shareholder approval. Accordingly, Shareholder approval is sought for the purposes of Listing Rule 7.2 Exception 9(b) which provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme that has been approved by the holders of ordinary securities within three years of the date of issue.

Under the Scheme, the Board may offer to eligible persons the opportunity to subscribe for such number of Options as the Board may decide and on the terms set out in the rules of the Scheme, which are contained in Annexure A to this Explanatory Statement. Options granted under the Scheme will be offered to participants in the Scheme on the basis of the Board’s view of the contribution of the eligible person to the Company.

In accordance with the requirements of Listing Rule 7.2 Exception 9(b) the following information is provided:

a summary of the terms of the Scheme are attached as Annexure A to this Explanatory Statement;
this is the first approval sought under Listing Rule Exception 9 with respect to the Scheme. No Options have previously been issued under the Scheme; and
a voting exclusion statement has been included for the purposes of Resolution 4.

Director’s Recommendation

Accordingly, the Board unanimously recommends Shareholders vote in favour of Resolution 4.

6 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 has the meaning given in the Corporations Act.

Company means Redbank Copper Limited ACN 059 326 519.

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

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 or 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.

Option means an Option to acquire a Share.

Prospectus means the prospectus dated 13 February 2013.

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

Resolution means a resolution referred to in the Notice.

Restricted Voter means Key Management Personnel and their Closely Related Parties.

Scheme means the Redbank Copper Limited Employee Incentive Option Scheme, a summary of which is annexed hereto as Annexure A.

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.

ANNEXURE A

SUMMARY OF THE KEY TERMS AND CONDITIONS OF THE SCHEME

Eligibility

The directors of the Board may, in its absolute discretion, invite an eligible employee to participate in the Scheme, and grant the employee options ( Options ) under the Scheme ( Participant ). An eligible employee includes a director, senior executive or employee of the Company or an associated body corporate, and includes a nominee of the director, senior executive or employee.

Grant of Options

(a) Upon the grant of Options, a certificate or an uncertified holding statement for the Options will be issued by the Company to the Participant.
(b) Each Option will entitle its holder to subscribe for and be issued, credited as fully paid, one fully paid ordinary share in the capital of the Company (upon vesting and exercise of that Option) ( Share ).
(c) The Exercise Price of an Option shall be as determined by the Board (in its discretion) on or before the Grant Date provided that in no event shall the Exercise Price be less than the weighted average sale price of Shares sold on ASX during the seven days up to and including the Grant Date, or such other period as determined by the Board (in its discretion).
(d) Each Option must be granted on the general terms and conditions contained in the rules of the Scheme ( Rules ), including the terms of the Options as set out in Schedule 1 of the Scheme and the terms of each offer, and each Participant in the Scheme will be taken to have agreed to be bound by the Rules on acceptance by that Participant of an offer to participate in the Scheme.

Performance Conditions and Performance Period

When granting Options, the Board may make their vesting conditional on the satisfaction of a performance condition within a specified period. The Board may at any time waive or change a performance condition or performance period in accordance with the Rules, if anything happens which causes the Board to consider it appropriate to do so.

Vesting

The Board must set a date of vesting at the time of grant of any Options to an eligible employee.

Subject to the Rules, the Board may declare that all or a specified number of any unvested Options granted to a Participant which have not lapsed immediately vest if, in the opinion of the Board:

(a) a change of control has occurred, or is likely to occur; or
(b) any person or corporation has a relevant interest in more than 90% of the Shares.

Subject to the Rules, the Board may in its absolute discretion declare the vesting of an Option where:

(a) the Company passes a resolution for the voluntary winding up of the Company;
(b) an order is made for the compulsory winding up of the Company; or
(c) the Company passes a resolution in accordance with Listing Rule 11.2 to dispose of its main undertaking.

If there is any internal reconstruction, reorganisation or acquisition of the Company which does not involve a significant change in the identity of the ultimate shareholders of the Company, the Board

may declare in its sole discretion whether and to what extent Options, which have not vested by the day the reconstruction takes place, will vest.

Restrictions on dealing with instruments issued

An Option may not be offered, granted or exercised if to do so:

(a) would contravene the Corporations Act or the Listing Rules; or
(b) would contravene the local laws of, or the rules or requirements of any regulatory or statutory body in, the eligible employee’s country of residence or in the opinion of the Board compliance with those local laws, rules or requirements would be impractical or result in any unnecessary or unreasonable expense in the circumstances.

Lapse

(a) An unvested Option will immediately lapse upon the first to occur of:
(i) its expiry date;
(ii) the performance condition(s) (if any) not being satisfied prior to the end of the performance period(s);
(iii) the transfer or purported transfer of the Option in breach of the Rules;
(iv) the day that is 30 days following the date the Participant or nominating Participant ceases to be employed or engaged by the Company or an associated body corporate by virtue of the Participant resigning voluntarily and the Participant has not recommenced employment with the Company or an associated body corporate before the expiration of those 30 days;
(v) subject to the Rules, the day which is 30 days following the date the Participant or nominating Participant ceases to be employed or engaged by the Company or an associated body corporate by reason of his or her death, disability, bona fide redundancy, or any other reason with the approval of the Board and the Participant has not recommenced employment with the Company or an Associated Body Corporate before the expiration of those 30 days;
(vi) termination of the Participant’s or nominating Participant’s employment or engagement with the Company or an associated body corporate on the basis that the Participant acted fraudulently, dishonestly, in breach of the Participant’s obligations or otherwise for cause; and
(vii) 6 months after an event which gives rise to a vesting under the Rules.
(b) An Option which has vested but has not been exercised will immediately lapse upon the first to occur of:
(i) close of business on the expiry date;
(ii) the transfer or purported transfer of the Option in breach of the Rules;
(iii) termination of the Participant’s or nominating Participant’s employment or engagement with the Company or an associated body corporate on the basis that the Participant acted fraudulently, dishonestly, in breach of the Participant’s obligations or otherwise for cause; and
(iv) 6 months after an event which gives rise to a vesting under the Rules.
(c) Where a Participant of nominating Participant ceases to be employed or engaged by the Company or an associated body corporate by reason of his or her death, disability, bona fide redundancy, or other reason with the approval of the Board, then:

(i) if any of the Participant’s Options have vested but have not been exercised, they will remain exercisable by that Participant’s estate or legal representative until the Options lapse in accordance with the Rules;
(ii) if any of the Participant’s Options have not vested, the Board will determine as soon as reasonably practicable after the date the Participant ceases to be employed or engaged, how many (if any) of those Participant’s Options will be deemed to have vested; and
(iii) to the extent to which, under the Rules, the Participant’s Options:
- (A) are deemed to have vested, they will be exercisable by that Participant’s estate or legal representative until the Options lapse in accordance with the Rules; and
- (B) are not deemed to have vested, they will lapse immediately upon the Board making its determination.
(d) Where an Option lapses, the Company will repay to the Participant the price paid for the grant (if any) of the Options.

Other conditions

Subject to the Rules, an Option may not be granted if, immediately following its grant, the Shares to be received on exercise of the Option exceed 5% of the total number of issued shares in that share class of the Company at the time the Option is granted, when aggregated with:

(a) the number of shares in the same share class which would be issued if each unvested Option granted under the Scheme (provided that such Option has not lapsed) were to vest and be exercised; and
(b) the number of shares in the same class issued during the previous 5 years under the Scheme.

Variation to Scheme

Despite anything to the contrary in the Rules, to the full extent permissible by the Listing Rules and the law, the Board may from time to time vary the terms and conditions to which an Option is subject to or any of them.

Transfer

A Participant may not transfer an Option granted under the Scheme without the prior consent of the Board.

Termination of the Scheme

The Board may suspend or terminate the Scheme at any time, in which case the Company shall not make any further grants of Options under the Scheme during the suspended period or following termination. However, during the suspended period or following termination the Board shall otherwise continue to administer the Scheme in accordance with these Rules until all Options have vested or lapsed.

ANNEXURE B

TERMS OF SHARES

(a) Class of Shares: The Shares are ordinary shares which rank equally in all respects with all existing ordinary shares.
(b) Voting Rights: Subject to the Constitution and any rights or restrictions at the time being attached to any class or classes of Shares, at meetings of Shareholders or classes of Shareholders every Shareholder present in person, or by proxy, attorney or representative, has one vote on a show of hands, and upon a poll, one vote for each Share and a fraction of a vote for each partly paid Share equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable in respect of those Shares (excluding the amounts credited).
(c) Dividends: Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend. Subject to any rights or restrictions attached to a class of Shares 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 the Corporations Act.
(d) Winding up: Subject to the rights of Shareholders (if any) entitled to Shares with special rights in a winding-up and the Corporations Act all monies and property that are to be distributed among Shareholders on a winding-up, shall be distributed in proportion to the Shares held by them respectively, irrespective of the amount paid-up or credited as paid-up on the Shares.
(e) Transfer of Shares: Generally, Shares are freely transferable, subject to satisfying the requirements of the Listing Rules. The Directors may decline to register any transfer of Shares but only where permitted or required to do so by the Listing Rules or where the transfer is a transfer of Restricted Securities (as defined in the Listing Rules) which is or might be in breach of the Listing Rules or any escrow agreement entered into by the Company in relation to such Restricted Securities pursuant to the Listing Rules.
(f) Further Increases in Capital: Subject to the Corporations Act and the Listing Rules and without prejudice to any special rights previously conferred on the holders of any existing Shares or class of Shares the Directors may at any time issue such number of Shares as ordinary Shares or Shares of a named class or classes (being either an existing class or a new class) at the issue price that the Directors determine and with such preferred, deferred, or other special rights or restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the Directors shall, in their absolute discretion, determine.
(g) Variation of Rights: If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied, whether or not the Company is being wound up, with the consent in writing of the holders of three quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the Shares of the class.
(h) Meetings and Notices: Each Shareholder will be entitled to receive notice of, and to attend and vote at, general meetings of the Company.

Redbank Copper Limited

ABN 66 059 326 519

Lodge your vote:



By Mail:

Redbank Copper Limited Level 1, 24 Mumford Place Balcatta, Western Australia 6021

Alternatively you can fax your form to (within Australia) 08 6241 1811 (outside Australia) +61 8 6241 1811

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 2:00pm (WST) Monday, 25 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

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

Your secure access information is: Review and update your securityholding:

www.investorcentre.com

 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 XX I/We being a member/s of Redbank Copper Limited hereby appoint the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting 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, Western Australia on Wednesday, 27 November 2013 at 2.00pm (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 Resolutions 1 and 4 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, 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 Resolutions 1 and 4 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE:If you mark theAbstainbox 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.
For Against Abstain


Resolution	1	Non-Binding Resolution to Adopt Remuneration Report
Resolution	2	Re-Election of Director - Mr Craig Readhead
Resolution	3	Approval of Additional 10% Placement Capacity
Resolution	4	Approval of Employee Incentive Option Scheme

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.

==> 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

1 7 4 5 0 0 A

AI assistant

NT MINERALS LIMITED — AGM Information 2013

65450_rns_2013-10-28_25f672b4-3d2a-4a9a-ae82-5de89f47cd70.pdf

ACN 059 326 519

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT PROXY FORM

Date of Meeting

Time of Meeting

Place of Meeting

THIS DOCUMENT IS IMPORTANT

REDBANK COPPER LIMITED

ACN 059 326 519

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

1 FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2013

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

Voting Exclusion

3 RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR CRAIG READHEAD

4 RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Voting Exclusion

5 RESOLUTION 4 – APPROVAL OF EMPLOYEE INCENTIVE OPTION SCHEME

Voting Exclusion

OTHER BUSINESS

DATED THIS 10TH DAY OF OCTOBER 2013

BY ORDER OF THE BOARD

NOTES:

EXPLANATORY STATEMENT

Introduction

1 FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2013

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

3 RESOLUTION 2 – ELECTION OF DIRECTOR – MR CRAIG READHEAD

Directors’ Recommendation

4 RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Listing Rule 7.1A

Regulatory Requirements

Minimum Issue Price

Dilution

(A x D) – E

The table has been prepared on the following assumptions:

Issue Period

Purpose of Issues

Allocation Policy

Voting exclusion statement

(i) Placement

Persons to whom the Equity Securities were issued to

Price at which the Equity Securities were issued and any discount to market price

(ii) Conversion of debt

5 RESOLUTION 4 – APPROVAL OF EMPLOYEE INCENTIVE OPTION SCHEME

Director’s Recommendation

6 GLOSSARY

ANNEXURE A

SUMMARY OF THE KEY TERMS AND CONDITIONS OF THE SCHEME

Eligibility

Grant of Options

Performance Conditions and Performance Period

Vesting

Restrictions on dealing with instruments issued

Lapse

Other conditions

Variation to Scheme

Transfer

Termination of the Scheme

ANNEXURE B

TERMS OF SHARES

Lodge your vote:

By Mail:

For all enquiries call:

Proxy Form

 For your vote to be effective it must be received by 2:00pm (WST) Monday, 25 November 2013

How to Vote on Items of Business

Appointment of Proxy

Signing Instructions

Attending the Meeting

 Turn over to complete the form

www.investorcentre.com

Proxy Form

Items of Business 

SIGN

More from NT MINERALS LIMITED

NT MINERALS LIMITED AGM Information 2013