RAGNAR METALS LIMITED — Proxy Solicitation & Information Statement 2013

Jul 7, 2013

L4 66 Kings Park Road West Perth WA 6005 P: +61 8 6141 3585 F: +61 8 6141 3599 E: info@drakeresources.com.au

ASX Code: DRK Shares on Issue: ~104M

ASX Announcement 8 July 2013

Notice of General Meeting

• Notice of general meeting of Shareholders of Drake Resources Limited
• Reminder of current Rights Issue

Drake advises that a General Meeting of Shareholders of Drake Resources Limited will be held at the offices of Drake Resources, Level 4, 66 Kings Park Road, West Perth on 9 August 2013. The Notice of General Meeting accompanies this announcement.

Drake also wishes to remind shareholders of the Rights Issue lodged with the ASX 16 June 2013. The Prospectus was despatched to Shareholders on 2 July 2013 with a closing date of 16 July 2013, in line with the timetable accompanying the prospectus.

Shareholders are invited to contact Jay Stephenson or Sharon Straw if they wish to express interest in participating in any shortfall allocation associated with the Rights Issue*.

For further information, please contact:

Mr Jay Stephenson Company Secretary, Drake Resources +61 (0)8 6141 3585 info@drakeresources.com.au

*The Shortfall shall be placed at the discretion of the Company. The Company reserves the right to allot to an Applicant a lesser number of Shortfall Securities than the number for which the Applicant applies or to reject an application. Please refer to the prospectus for further detail.

DRAKE RESOURCES LIMITED ACN 108 560 069

NOTICE OF GENERAL MEETING

TIME: 10:00am (WST)

DATE: 9 August 2013

PLACE: Level 4, 66 Kings Park Road WEST PERTH WA 6005

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 (08) 6141 3585.

C O N T E N T S P A G E

Notice of General Meeting (setting out the proposed resolution)	4
Explanatory Statement (explaining the proposed resolution)	5
Proxy Form	7

T I M E A N D P L A C E O F M E E T I N G A N D H O W T O V O T E

VENUE

The General Meeting of the Shareholders of Drake Resources Limited to which this Notice of Meeting relates will be held at 10:00am (WST) on 9 August 2013 at:

Level 4, 66 Kings Park Road, West Perth WA 6005

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 10:00am (WST) on 7 August 2013.

VOTING IN PERSON

To vote in person, attend the 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:
  • 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.

N O T I C E O F G E N E R A L M E E T I N G

Notice is given that the General Meeting of Shareholders of Drake Resources Limited will be held at 10:00am (WST) on 9 August 2013 at Level 4, 66 Kings Park Road, West Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the 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 General Meeting are those who are registered Shareholders of the Company at the close of business on 7 August 2013.

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

AGENDA

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE - SHARES

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, Shareholders ratify the allotment and issue of 9,165,588 Shares on the terms and conditions set out in the Explanatory Statement."

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.

DATED: 8 July 2013

BY ORDER OF THE BOARD

JAY STEPHENSON COMPANY SECRETARY

E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at Level 4, 66 Kings Park Road, West Perth Western Australia at 10:00am (WST) on 9 August 2013.

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 Resolution in the Notice of Meeting.

1 . RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES

1.1 General

On 25 March 2013 the Company issued 9,165,588 Shares at an issue price of $0.085 per Share to raise $779,000 before costs.

The subscribers pursuant to this issue are not related parties of the Company.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Share Ratification).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities 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 this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the ratification of the Share Ratification:

• (a) 9,165,588 Shares were issued;
• (b) the issue price was $0.085 per Share;
• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (d) the Shares were allotted to various institutional and sophisticated investors;
• (e) the funds raised from this issue will be used by the Company for immediate follow up drilling at Gunmuren to explore for lateral and depth extensions and for working capital.

2. RECOMMENDATION

The Board believes that the resolutions to be proposed at the Company's General Meeting are in the best interests of the Company and (except where otherwise stated) unanimously recommend that shareholders vote in favour of each resolution.

G L O S S A R Y

$ means Australian dollars.

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.

Company means Drake Resources Limited (ACN 108 560 069).

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.

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

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

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

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.

PROXY FORM

APPOINTMENT OF PROXY DRAKE RESOURCES LIMITED ACN 108 560 069

GENERAL MEETING

I/We
Of
	being a Member of Drake Resources Limited entitled to attend and vote at the Meeting,hereby
Appoint
	Name of proxy
OR	Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, 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 General Meeting to be held at 10:00am (WST) on 9 August 2013 at Level 4, 66 Kings Park Road, West Perth, Western Australia, and at any adjournment thereof.

OR

Voting on Business of the General Meeting
	FOR	AGAINST	ABSTAIN
Resolution 1 – Ratification of Issue of Prior Issue – Shares
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not tovote on that Resolution on a show of hands or on a poll and your votes will not to be counted in

vote on that Resolution on a show 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
SoleDirector/CompanySecretary	Director	Director/Company Secretary
Contact Name: __________________________________ Contact Ph (daytime): ________________________

%

DRAKE RESOURCES LIMITED ACN 108 560 069

Instructions for Completing 'Appointment of Proxy' Form

• 1. (Appointing a Proxy): A member entitled to attend and cast a vote at a General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member may appoint a second proxy to attend and vote on their behalf at the meeting. However, where both proxies attend the meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member's votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. 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.

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.
• 1. (Attending the Meeting): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the 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 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 Drake Resources Limited, PO Box 52, West Perth, Western Australia 6872;
  • (b) email to info@drakeresources.com.au; or
  • (c) facsimile to the Company on +61 8 6141 3599,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.