PEPPERMINT INNOVATION LIMITED — AGM Information 2012

Oct 22, 2012

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2012 NOTICE OF aNNual GENERal MEETING

ACN 125 931 964

TIME 3pm (WST)

DATE Friday, 23[rd] November 2012

PLACE Boulevard Centre 99 The Boulevard Floreat WA 6014

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9380 4430

CONTENTS

Notice of Annual General Meeting (setting out the proposed resolutions) 1 Explanatory Statement (explaining the proposed resolutions) 4 Glossary 14 Proxy Form 15

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, 23[rd] November 2012 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 the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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 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:

• the proxy is not recorded as attending the meeting;

• 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, 23[rd] November 2012 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 21[st] November 2012.

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 2012 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 2012.”

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 (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (d) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – RE-ELECTION OF EXECUTIVE CHAIRMAN – NEALE FONG

• 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, Neale Fong, Executive Chairman who retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF NON-EXECUTIVE DIRECTOR – BRADLEY MARWOOD

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 11.12 of the Constitution and for all other purposes, Bradley Marwood, a Non-Executive Director appointed on 24[th] September 2012 by resolution of Directors, being eligible is re-elected as a Director.”

Notice of Meeting 2012 Chrysalis Resources Limited | 1

NOTICE OF aNNual GENERal MEETING

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4. RESOLUTION 4 – RE-ELECTION OF NON-EXECUTIVE DIRECTOR – TREVOR BENSON

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 11.12 of the Constitution and for all other purposes, Trevor Benson, a Non-Executive Director appointed on 24[th] September 2012 by resolution of Directors, being eligible is re-elected as a Director.”

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF 5,000,000 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 7.4 and for all other purposes, approval is given for the Company to ratify the issue of 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 a person who participated in the issue and any of their associates. 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.

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF 3,000,000 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 7.4 and for all other purposes, approval is given for the Company to ratify the issue of 3,000,000 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 a person who participated in the issue and any of their associates. 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.

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF 11,142,800 SECURITIES UNDER THE COMPANY’S SUBSCRIPTION AGREEMENT WITH TIGER RESOURCES LIMITED

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 7.4 and for all other purposes, approval is given for the Company to ratify the issue of 11,142,800 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 a person who participated in the issue and any of their associates. 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.

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NOTICE OF aNNual GENERal MEETING

8. RESOLUTION 8 – APPROVAL FOR ISSUE OF 10,758,080 SECURITIES UNDER THE COMPANY’S SUBSCRIPTION AGREEMENT WITH TIGER RESOURCES LIMITED

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 10,758,080 fully paid ordinary shares at 5 cents per share 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.

9. RESOLUTION 9 – APPROVAL OF 10% PLACEMENT FACILITY

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

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

Voting Exclusion: The Company will disregard any votes cast on this special resolution by any person who may participate in the 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: 23[rd] October 2012

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NEALE FONG ChRySALIS RESOuRCES LIMITED EXECuTIVE ChAIRMAN

Notice of Meeting 2012 Chrysalis Resources Limited | 3

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, 23[rd] November 2012, 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 2012 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.

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 a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors’ report (as included in the company’s annual financial report for the previous financial year 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 reelection at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

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EXPlaNaTORY STaTEMENT

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy.

You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

2.5 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 2012.

3. RESOLUTION 2 – RE-ELECTION OF EXECUTIVE CHAIRMAN – NEALE FONG

Clause 11.3 of the Constitution provides that at the annual general meeting of the Company in each year onethird 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.

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, Neale Fong retires by rotation and seeks re-election as a Director pursuant to Resolution 2.

Director Recommendation

The Directors (other than Director Fong who makes no recommendation) recommend that Shareholders approve Resolution 2 for the re-election of Neale Fong as a Director of the Company.

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EXPlaNaTORY STaTEMENT

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4. RESOLUTION 3 – RE-ELECTION OF NON-EXECUTIVE DIRECTOR – BRADLEY MARWOOD

Clause 11.11 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where 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 but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Pursuant to the Subscription Agreement entered into with Tiger Resources Limited, Bradley Marwood:

• (a) was appointed as a Non-Executive Director of the Company by the Board on 24 September 2012; and

• (b) offers himself for election at the first Annual General Meeting since his appointment, in accordance with clause 11.12 of the Company’s Constitution. The qualifications and experience of Bradley Marwood are set out below.

Bradley Marwood B Sc (Mining Engineering)

Mr Marwood is the Managing Director of Tiger Resources Limited. He graduated in mining engineering more than 30 years ago. His time in the industry has been spent equally in development and operations, including over 16 years’ experience in Africa from Zimbabwe to Mali and he has been directly involved with the development of the gold mining industry in Ghana since 1987.

As Manager Projects Africa for Normandy Mining Limited in Africa, Mr Marwood progressed operations in Ivory Coast, Mali, Eritrea, Sudan and Ghana, the most prominent being the Akim Yamfo-Sefwi Project, Ghana, now operated by Newmont Mining Limited. Mr Marwood has a strong background in project development, implementation and operations.

Director Recommendation

The Directors (other than Director Marwood who makes no recommendation) recommend that Shareholders approve Resolution 3 for the re-election of Bradley Marwood as a Director of the Company.

5. RESOLUTION 4 – RE-ELECTION OF NON-EXECUTIVE DIRECTOR – TREVOR BENSON

Clause 11.11 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where 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 but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Pursuant to the Share Sale Agreement for the acquisition of the Zambian Copper Project, Trevor Benson:

• (a) was appointed as a Non-Executive Director of the Company by the Board on 24 September 2012;

• (b) offers himself for election at the first Annual General Meeting since his appointment, in accordance with clause 11.12 of the Company’s Constitution. The qualifications and experience of Trevor Benson are set out below.

Trevor Benson B Sc.

Mr Benson has over 25 years experience within stockbroking, treasury operations and investment banking, with experience covering equity capital markets and M&A transactions within the resources, resource services and oil and gas sectors, both in Australia and overseas. Mr Benson currently leads the PCF Capital Group Securities business.

Before joining PCF Capital Group, Mr Benson held the positions of Director of Corporate Advisory at Argonaut Capital; Head of Corporate Finance and Operations for Tolhurst InterFinancial, W.A. and Head of Bell Potter Securities in Perth. Trevor has also held directorships and advised a number of ASX listed mining and oil and gas companies.

Director Recommendation

The Directors (other than Director Benson who makes no recommendation) recommend that Shareholders approve Resolution 4 for the re-election of Trevor Benson as a Director of the Company.

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EXPlaNaTORY STaTEMENT

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF 5,000,000 SECURITIES

6.1 General

On 8 June 2012, the Company issued 3,500,000 Shares to Mr Trevor Benson ATF the Benson Family Trust and 1,500,000 Shares to Australasian Minerals and Trading Pty Ltd ATF the Sedgwick Resources Unit Trust (Vendors) as settlement for the acquisition of Zambian Copper Pty Ltd which owns 99.99% of Zambian company Sedgwick Resources Ltd.

As previously announced to the ASX, the Company signed a binding Share Sale Agreement to acquire a 100% interest in Zambian Copper (Share Sale Agreement), which owns projects in Zambia (Zambian Copper Project). The Zambian Copper Project covers an area in excess of 3,000km[2] of which 2,180km[2] is in the core of the highly mineralised Copperbelt region of Zambia.

Under the Share Sale Agreement the Company issued 5,000,000 fully paid ordinary shares as consideration for the acquisition of the 100% interest in Zambian Copper and paid $300,000 to the Vendors as per the terms of the Share Sale Agreement.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares to the Vendors pursuant to the Share Sale Agreement.

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.

By ratifying the issue of Shares to Mr Trevor Benson ATF the Benson Family Trust and Australasian Minerals and Trading Pty Ltd ATF the Sedgwick Resources Unit Trust, the Company will retain the flexibility to issue equity securities in the future up to 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

6.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.4, the following information is provided in relation to the ratification of the issue of Shares to the Vendors:

• (a) the Company allotted and issued a total of 5,000,000 Shares to the Vendors, consisting of 3,500,000 Shares to Mr Trevor Benson ATF the Benson Family Trust and 1,500,000 Shares to Australasian Minerals and Trading Pty Ltd ATF the Sedgwick Resources Unit Trust;

• (b) the Shares were issued on 8 June 2012;

• (c) the Shares were issued as consideration for satisfaction of the acquisition of Zambian Copper;

• (d) the Vendors are not related parties of the Company;

• (e) no funds were raised from the issue of the Shares as the Shares were issued as consideration for the 100% interest in Zambian Copper pursuant to the Share Sale Agreement; and

• (f) the Shares were all fully paid ordinary shares in the Company issued on the same terms as, and equally with, the existing Shares on issue in the Company.

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EXPlaNaTORY STaTEMENT

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7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF 3,000,000 SECURITIES

7.1 General

On 8 June 2012, the Company issued 3,000,000 Shares to Victoria Prus-Wisniewski, Lionshead Consultants Limited and Secor Pty Ltd (Consultants). The Shares were issued to the Consultants as consideration for services provided under the consultancy agreement between the Consultants and the Company. The consultancy agreement was for services regarding the acquisition of 100% of Zambian Copper and 99.99% of Sedgwick Resources Ltd.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of Shares to the Consultants.

A summary of ASX Listing Rules 7.1 and 7.4 are set out in section 6.1 above.

By ratifying the issue of Shares to the Consultants, the Company will retain the flexibility to issue equity securities in the future up to 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

7.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.4, the following information is provided in relation to the issue of Shares to the Consultants:

• (a) the Company allotted and issued 3,000,000 Shares as follows:

• (i) 1,400,000 to Mrs Victoria Prus-Wisniewski;

• (ii) 100,000 to Lionshead Consultants Limited; and

• (iii) 1,500,000 to Secor Pty Ltd;

• (b) the Shares were issued on 8 June 2012;

• (c) the Shares were issued as consideration for services provided under the consultancy agreement between the Consultants and the Company; the Consultants are not related parties of the Company;

• (d) no funds were raised from the issue as the Shares were issued as consideration of services provided under the consultancy agreement between the Consultants and the Company; and

• (e) the Shares issued were all fully paid ordinary shares in the capital of the Company and were issued on the same terms as, and equally with, the existing Shares on issue in the Company.

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF 11,142,800 SECURITIES UNDER THE COMPANY’S SUBSCRIPTION AGREEMENT WITH TIGER RESOURCES LIMITED

8.1 General

On 24 September 2012, the Company issued 11,142,800 Shares to Tiger Resources Limited (Tiger). The Company announced on 28 August 2012 the formation of a strategic alliance via the signing of a subscription agreement (Subscription Agreement) with Tiger whereby Tiger would underwrite the Company’s NonRenounceable Rights Issue (Rights Issue) (as announced with ASX on 8 August 2012).

As part of the Subscription Agreement, Tiger agreed to acquire a 19.90% interest in Chrysalis by subscribing for any shortfall shares arising under the Rights Issue and/or taking additional placement of Chrysalis shares at 5 cents per share.

Under the terms of the Subscription Agreement Tiger will:

• Acquire 19.90% of Chrysalis;

• Underwrite the Non-Renounceable Rights Issue;

• Form a technical committee with 2 representatives from each Company;

• Appoint one board member to Chrysalis;

• Subject to obtaining the necessary approvals and satisfaction of certain conditions, Tiger will have the first right of refusal in relation to the sale of Chrysalis’ assets; and

• Subject to Tiger holding the Minimum Shareholding, each time Chrysalis issues any new shares, Tiger (or its nominee) may subscribe for, on the same terms and on the same date, such number of Shares in order to maintain its percentage interest in the issued capital of the Company.

8 | Chrysalis Resources Limited Notice of Meeting 2012

EXPlaNaTORY STaTEMENT

The Shares were issued to Tiger under the terms of the Subscription Agreement on the same terms as under the Company’s Rights Issue.

Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of Shares to Tiger.

A summary of ASX Listing Rules 7.1 and 7.4 are set out in section 6.1 above.

By ratifying the issue of Shares to Tiger, the Company will retain the flexibility to issue equity securities in the future up to 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

8.2 Technical information required by ASX Listing Rule 7.4

• Pursuant to and in accordance with ASX Listing Rule 7.4, the following information is provided in relation to the issue of Shares as per the terms of the Subscription Agreement:

• (a) the Company allotted and issued 11,142,800 Shares to Tiger Resources Limited.

• (b) the Shares were issued on 24 September 2012;

• (c) the Shares were issued for a price of 5 cents per share in accordance with the Subscription Agreement between Tiger and the Company. Tiger is not a related party of the Company;

• (d) the funds raised will be used to conduct further exploration on the Zambian Copper Project, settle the acquisition of the Zambian Copper Project, repayment of the unsecured loan, further exploration programmes at the Pioneer and West Angelas projects, general working capital and meeting the costs of the entitlements issue; and

• (e) the Shares issued were all fully paid ordinary shares in the capital of the Company and were issued on the same terms as, and equally with, the existing Shares on issue in the Company.

• RESOLUTION 8 – APPROVAL FOR ISSUE OF 10,758,080 ORDINARY SHARES UNDER THE COMPANY’S SUBSCRIPTION AGREEMENT WITH TIGER RESOURCES LIMITED

9.1 General

Resolution 8 seeks Shareholder approval for the allotment and issue of up to 10,758,080 Shares at an issue price of 5 cents per Share, in order to satisfy the conditions for Tiger to acquire a 19.90% interest in the Company via the Subscription Agreement (as detailed in Resolution 7 above).

Resolution 8 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of Shares to Tiger.

The effect of this resolution will be to allow the Directors to issue the Shares pursuant to the Subscription Agreement during the 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

A summary of ASX Listing Rule 7.1 is set out in section 6.1 above.

9.2 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 10,758,080 ordinary fully paid shares;

• (b) the shares will be issued at an issue price of $0.05 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 and it is anticipated that allotment will occur on the same date;

• (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) the shares will be allotted to Tiger Resources Limited; and

• (f) the funds raised will be used to conduct further exploration on the Zambian Copper Project, settle the acquisition of the Zambian Copper Project, repayment of the unsecured loans, further exploration programmes at the Pioneer and West Angelas projects, general working capital and meeting the costs of the entitlements issue.

Notice of Meeting 2012 Chrysalis Resources Limited | 9

EXPlaNaTORY STaTEMENT

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10. RESOLUTION 9 – APPROVAL OF 10% PLACEMENT FACILITY

10.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital (10% Placement Capacity).

The Company is an Eligible Entity.

If Shareholders approve this Resolution, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in section 10.2 below).

The effect of this Resolution will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 9 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 9 for it to be passed.

10.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (i) is not included in the S&P/ASX 300 Index; and

• (ii) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $14,676,148.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 2 classes of Equity Securities on issue, being the Shares (ASX Code: CYS) and options (ASX Code: CYSO).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

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

• (A) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

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

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

• (D) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

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

10 | Chrysalis Resources Limited Notice of Meeting 2012

EXPlaNaTORY STaTEMENT

10.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section (i), the date on which the Equity Securities are issued.

• (b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (A) 12 months after the date of this Meeting; and

• (B) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid);

(10% Placement Capacity Period).

• (c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Notice of Meeting 2012 Chrysalis Resources Limited | 11

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EXPlaNaTORY STaTEMENT

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)	Dilution
	Issue Price (per Share) $0.05 50% decrease in Issue Price $0.10 Issue Price $0.20 100% increase in Issue Price
157,519,564 (Current Variable A)	Shares issued - 10% votingdilution 15,751,956 Shares 15,751,956 Shares 15,751,956 Shares
	Funds raised $787,597 $1,575,195 $3,150,391
236,279,346 (50% increase in Variable A)	Shares issued - 10% votingdilution 23,627,935 Shares 23,627,935 Shares 23,627,935 Shares
	Funds raised $1,181,396 $2,362,793 $4,725,586
315,039,128 (100% increase in Variable A)	Shares issued - 10% votingdilution 31,503,913 Shares 31,503,913 Shares 31,503,913 Shares
	Funds raised $1,575,195 $3,150,391 $6,300,782

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 157,519,564 Shares on issue comprising:

2. (a) 146,761,484 existing Shares as at the date of this Notice of Meeting; and

3. (b) 10,758,080 Shares which will be issued if Resolution 8 is passed at this Meeting.

4. The issue price set out above is the closing price of the Shares on the ASX on 10 October 2012.

5. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

6. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

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

8. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

9. 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%.

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

Shareholders should note that there is a risk that:

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

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

12 | Chrysalis Resources Limited Notice of Meeting 2012

EXPlaNaTORY STaTEMENT

• (d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration and development expenditure on the Company’s assets (funds would be used for the Company’s projects, feasibility studies and ongoing project administration) and general working capital; or

• (ii) as non-cash consideration for the acquisition of new resource 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.

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

• (e) Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

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

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 vendors of the new resources, assets or investments.

• (f) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

• (g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (i) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (ii) the information required by Listing Rule 3.10.5A for release to the market.

10.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on this Resolution.

The Directors unanimously recommend Shareholders vote in favour of Special Resolution 9.

11. 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.

Notice of Meeting 2012 Chrysalis Resources Limited | 13

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.

Minimum Shareholding means Voting Power of 15%.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

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

Rights Issue means the Non-Renounceable Rights Issue of the Company as announced on ASX on 8 August 2012.

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.

Share Sale Agreement means the Share Sale Agreement entered into between the Company and Zambian Copper on the 15[th] March 2012 (and as amended).

Subscription Agreement means the Subscription Agreement entered into between the Company and Tiger Resources Limited on the 27[th] August 2012.

Tiger means Tiger Resources Limited.

Voting Power means as defined in s610 of the Corporations Act.

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 9.1 of this Prospectus.

14 | Chrysalis Resources Limited Notice of Meeting 2012

PROXY FORM

APPOINTMENT OF PROXy ChRySALIS RESOuRCES LIMITED ACN 125 931 964

ANNUAL GENERAL MEETING

I/We of

being a Shareholder entitled to attend and vote at the Meeting, hereby

appoint

Name of proxy OR the Chair as my/our proxy

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 3pm (WST), on Friday, 23 November 2012 at Boulevard Centre, 99 The Boulevard, Floreat WA 6014, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of Remuneration Report Resolution 2 – Re-election of Executive Chairman – Neale Fong Resolution 3 – Re-election of Non-Executive Director - Bradley Marwood Resolution 4 – Re-election of Non-Executive Director – Trevor Benson Resolution 5 – Ratification of prior issue of 5,000,000 shares Resolution 6 – Ratification of prior issue of 3,000,000 shares Resolution 7 – Ratification of prior issue of 11,142,800 shares under the Subscription Agreement with Tiger Resources Ltd Resolution 8 – Approval of 10,758,080 securities under the Subscription Agreement with Tiger Resources Ltd

Resolution 9 – Approval of 10% Placement facility

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Important for Resolutions 1, 5 – 9

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1, 5 – 9 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1, 5 -9 and expressly authorise that the Chair may exercise my/our proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 5 – 9 and that votes cast by the Chair for Resolutions 5 - 9, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 1, 5 – 9 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1, 5 – 9.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is %
Signature of Shareholder(s): Date:
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director/Company Secretary Director Director/Company Secretary
Contact Name: Contact Ph (daytime):
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Chrysalis Resources Limited ACN 125 931 964

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.

2. (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.

3. (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.

• (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.

• (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 21[st] November 2012.

Proxy forms received later than this time will be invalid.

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Chrysalis Resources Limited ACN 125 931 964 Churchill Court Unit 2, Level 1 331-335 Hay Street SUBIACO WA AUSTRALIA 6008 T (08) 9380 4430 F (08) 9481 5044 www.chrysalisresources.com.au

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