PEPPERMINT INNOVATION LIMITED — AGM Information 2011

Oct 17, 2011

ACN 125 931 964

NOTICE OF ANNUAL GENERAL MEETING

TIME: 3pm (WST) DATE: 25th November 2011 PLACE: Boulevard Centre, 99 The Boulevard, Floreat WA 6014

This Notice of Meeting should be read in

in this Notice of Meeting please do Secretary on (+61 8) 9380 4430

CONTENTS

Notice of Annual General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 4 Glossary 5 Proxy Form 6

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 3pm (WST) on Friday, 25th November 2011 at:

Boulevard Centre, 99 The Boulevard, Floreat WA 6014

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Chrysalis Resources Limited, PO Box 226, Wembley, WA, 6913; or
• (b) facsimile to the Company on facsimile number (+61 8) 9481 5044,

so that it is received not later than 3pm (WST) on 23rd November 2011.

Proxy Forms received later than this time will be invalid.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

• • if proxy holders vote, they must cast all directed proxies as directed; and
• • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
• • if the proxy has 2 or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands; and
• • if the proxy is the chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• • if the proxy is not the chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• • the appointed proxy is not the chair of the meeting; and
• • at the meeting, a poll is duly demanded on the resolution; and
• • either of the following applies:
  • o the proxy is not recorded as attending the meeting;
  • o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 3pm (WST) on Friday, 25th November 2011 at Boulevard Centre, 99 The Boulevard, Floreat WA 6014.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5pm (WST) on 23rd November 2011.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the Directors, the Directors' report, the remuneration report and the auditor's report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, 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, approval is given for the adoption of the remuneration report as contained in the Company's annual financial report for the financial year ended 30 June 2011."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
• (b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

• (c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
• (d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

2. RESOLUTION 2 – RE-ELECTION OF NON EXECUTIVE DIRECTOR – ADRIAN PAUL

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

"That, for the purpose of clause 11.3 of the Constitution and for all other purposes, Adrian Paul, a Non Executive Director who retires by rotation, and being eligible, is re-elected as a Non Executive Director."

3. RESOLUTION 3 – FUTURE ISSUE OF SECURITIES

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 5,000,000 fully paid ordinary shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 18th OCTOBER 2011

BY ORDER OF THE BOARD

NEALE FONG CHRYSALIS RESOURCES LIMITED EXECUTIVE CHAIRMAN

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 3pm (WST) on Friday, 25th November 2011, at Boulevard Centre, 99 The Boulevard, Floreat WA 6014.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the Directors, the Directors' report, the remuneration report and the auditor's report.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company's annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. Shareholders may view the annual financial report on the Company's website at www.chrysalisresources.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an [extraordinary] general meeting to consider the appointment of directors of the Company (Spill Resolution).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the [extraordinary] general meeting (Spill Meeting) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

The remuneration report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors' report contained in the annual financial report of the Company for the financial year ending 30 June 2011.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

2.2 Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

2.3 Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;
• (b) a child of the member's spouse;
• (c) a dependent of the member or the member's spouse;
• (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
• (e) a company the member controls; or
• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2011.

3. RESOLUTION 2 – RE-ELECTION OF NON EXECUTIVE DIRECTOR – ADRIAN PAUL

Clause 11.3 of the Constitution provides that at the annual general meeting of the Company in each year one-third of the Directors, or, if their number is not evenly divisible by three, then the number nearest one-third, and any other Director who is not in such one-third who has held office for three years or more (except a managing director), must retire from office. The Company currently has three Directors and accordingly one must retire.

Clause 11.4 of the Constitution provides that a retiring Director is eligible for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. In accordance with the Constitution, Adrian Paul retires by rotation and seeks re-election as a Non Executive Director pursuant to Resolution 2.

4. RESOLUTION 3 – FUTURE ISSUE OF SHARES

4.1 General

Resolution 3 seeks Shareholder approval for the allotment and issue of up to 5,000,000 Shares at an issue price of $0.20 per Share, to acquire Zambian Copper Pty Ltd (Placement).

As previously announced to the ASX, the Company has signed a binding Heads of Agreement to acquire a 100% interest in Zambian Copper Pty Ltd, which owns projects in the Zambian Copperbelt (Zambian Copper Project). The Zambian Copper Project covers an area in excess of 3,000km2 of which 2,180km2 is in the core of the highly mineralised Copperbelt of Zambia.

Whilst the Company had completed a successful due diligence program on the Zambian Copper Project, it has been denied Zambian Ministerial approval for the transfer of the Shares from Sedgwick Resources to Zambian Copper. The Company is awaiting the hearing of an appeal of the Minister's decision filed in the Zambian High Court. The appeal date has been adjourned to 11 October 2011.

Under the Heads of Agreement, the Company is to make the Placement should the necessary ministerial approval be obtained and final due diligence signed off.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

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

As the number of shares that the Company may wish to issue if it proceeds with the proposed acquisition of Zambian Copper may exceed the 15% limit, Resolution 3 seeks Shareholder approval for the allotment and issue of 5,000,000 shares in conjunction with the proposed Zambian Copper Acquisition. The effect of Resolution 3 will be to allow the Directors to issue the shares pursuant to the Future Share issue during the period of 3 months after the Annual General Meeting (or a longer period, if allowed by the ASX), without using the Company's 15% annual placement capacity. The Company will only issue shares in accordance with the resolution if the Company proceeds with the acquisition of Zambian Copper.

4.2 Technical information required by ASX Listing Rule 7.3

• Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Share Ratification:
• (a) the maximum number of shares to be issued is 5,000,000 ordinary fully paid shares;
• (b) the shares will be issued at a deemed issue price of $0.20 per share;
• (c) the shares will be issued no later than 3 months after the date of the Meeting or such later date as may be permitted by any ASX waiver or modification of the Listing Rules;
• (d) the shares, when issued, will be fully paid ordinary shares in the capital of the Company, will be issued on the same terms and conditions as, and rank equally with the existing Shares;
• (e) all shares the subject of this resolution will be allotted within 7 business days after the satisfaction of the last of the Conditions Precedent as set out in the original Heads of Agreement.
• (f) the shares will be allotted to the shareholders of Zambian Copper.
• (g) the shares will be issued as consideration for the acquisition of Zambian Copper. Accordingly, no funds will be raised from the Placement.

5. ENQUIRIES

Shareholders may contact the Company Secretary on (+ 61 8) 9380 4430 if they have any queries in respect of the matters set out in these documents.

6. GLOSSARY

$ means Australian dollars.

Annual General Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Chrysalis Resources Limited (ACN 125 931 964).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Heads of Agreement means the Heads of Agreement entered into between the Company and Zambian Copper Pty Ltd on or around 25 January 2011 (and as amended).

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement. Pioneer Projects means tenements M63/329, M63/368, E63/1117, P63/1429 and P63/1468.

Placement means as defined in paragraph 4.1 of this Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Sedgwick Resources means Sedgwick Resources Limited (a company incorporated in the Republic of Zambia).

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

Shareholder means a holder of a Share.

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

Zambian Copper means Zambian Copper Pty Ltd (ACN 148 197 004).

Zambian Copper Project means as defined in section 4.1 of this Prospectus.

PROXY FORM APPOINTMENT OF PROXY CHRYSALIS RESOURCES LIMITED ACN 125 931 964

ANNUAL GENERAL MEETING

I/We
of
	being a member of Chrysalis Resources Limited entitled to attend and vote at the Annual General Meeting, hereby
Appoint
	Name of proxy
OR	the Chair of the Annual General Meeting as your proxy
	or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair's nominee, to vote inaccordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be heldat 3pm (WST) on Friday, 25th November 2011 at Boulevard Centre, 99 The Boulevard, Floreat WA 6014, and at any adjournment thereof.
Comment

Important for Resolution 1: If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or Closely Related Party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 2 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 2 and that votes cast by the Chair of the Annual General Meeting for Resolution 2 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolution 2 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 2. If no directions are given, the Chair will vote in favour of all the Resolutions.

OR

Voting on Business of the Annual General Meeting
		FOR	AGAINST	ABSTAIN
Resolution 1 – Adoption of Remuneration Report			
Resolution 2 – Re-election of Non Executive Director – Adrian Paul			
Resolution 3 – Future issue of shares			
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on ashow of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is ________________%
Signature of Member(s):Date:
____________________________________Individual or Member 1	_________________________Member 2		Member 3
____________________________________Sole Director/Company Secretary	____________________________________Director			Director/Company Secretary	____________________________________
Contact Name: ___________________________________					Contact Ph (daytime): __________________________________________

Instructions for Completing 'Appointment of Proxy' Form

• 1. (Appointing a Proxy): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
• 1. (Direction to Vote): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.
• 1. (Signing Instructions):
  • • (Individual): Where the holding is in one name, the member must sign.
  • • (Joint Holding): Where the holding is in more than one name, all of the members should sign.
  • • (Power of Attorney): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
  • • (Companies): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.
• 1. (Attending the Meeting): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member 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 member is suspended while the member is present at the Annual General Meeting.
• 1. (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
  • (a) post to Chrysalis Resources Limited, PO Box 226, Wembley, WA, 6913; or
  • (b) facsimile to the Company on facsimile number +61 8 9481 5044,
  • so that it is received not later than 3pm (WST) on 23rd November 2011.

Proxy forms received later than this time will be invalid.

Chrysalis Resources Limited

ACN 125 931 964 Churchill Court SUBIACO WA AUSTRALIA 6008

T (08) 9380 4430 F (08) 9481 5044 W www.chrysalisresources.com