RAIDEN RESOURCES LIMITED — Board/Management Information 2013

Jun 25, 2013

ACN 009 161 522

==> picture [225 x 46] intentionally omitted <==

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of SubZero Group Limited will be held at Silks' Function Room, Muswellbrook Race Club, 16 Sheppard Avenue, Muswellbrook NSW 2333 on Monday, 29 July 2013 beginning at 4.00 pm (Sydney time).

If you are unable to attend the Meeting, we encourage you to complete and return the enclosed Proxy Form. Proxies (and the original or a certified copy of any power of attorney or other authority under which the proxy is signed) must be received by the Company, at the address or at the facsimile number specified below no later than 4.00 pm (Sydney time) on Saturday, 27 July 2013 .

Unless otherwise stated, capitalised terms used in this Notice of General Meeting have the meaning given to them in the Glossary.

Special Business

1. Resolution 1: Removal of Prosperity Audit Services as auditor

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

“ That , Prosperity Audit Services, the current auditor of the Company, be removed as the auditor of the Company with effect from the close of the Meeting.”

2. Resolution 2: Appointment of PricewaterhouseCoopers as auditor

To consider and, if thought fit, to pass the following resolution as a special resolution :

“ That , subject to the passing of Resolution 1, PricewaterhouseCoopers, being qualified to act and having consented to act as auditor of the Company, be appointed as the auditor of the Company with effect from the close of the Meeting."

EXPLANATORY MEMORANDUM

Shareholders are referred to the Explanatory Memorandum accompanying this Notice of General Meeting. The Explanatory Memorandum forms part of this Notice of General Meeting and should be read in conjunction with it.

ENTITLEMENT TO VOTE

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that, for the purposes of voting at the Meeting, shares of the Company will be taken to be held by the persons who are registered holders at 4.00 pm (Sydney time) on 27 July 2013. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

PROXIES

If you are appointing a proxy, to ensure that your vote counts, please read the following and the instructions on the Proxy Form carefully.

119838641/v1

Shareholders are advised that:

• (a) each Shareholder entitled to attend and vote at the Meeting has a right to appoint a proxy to attend and vote instead of the Shareholder;

• (b) the proxy need not be a Shareholder of the Company and may be an individual or body corporate;

• (c) a Shareholder who is entitled to cast two or more votes may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes;

• (d) a Shareholder may specify the way in which the proxy is to vote on the resolution or may allow the proxy to vote at his or her discretion;

• (e) in accordance with the Corporations Act, any directed proxies in favour of a person other than the Chairman of the Meeting that are not voted on a poll at the Meeting will automatically default to the Chairman, who is required to vote proxies as directed; and

• (f) if a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

  • (i) appoints an individual as its corporate representative to exercise its powers at the Meeting, in accordance with section 250D of the Corporations Act and

  • (ii) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

A Proxy Form accompanies this Notice of General Meeting.

Proxies (and the original or a certified copy of any power of attorney or other authority under which the proxy is signed) must be received by the Company, at the address or at the facsimile number specified below no later than 4.00 pm (Sydney time) on Saturday 27 July 2013.

Postal address:

Gould Ralph Pty Limited Share Registry Division Level 42, Suncorp Place 259 George Street Sydney NSW 2000

Facsimile number: +61 2 9032 3088

BY ORDER OF THE BOARD

ANDREW J. COOKE COMPANY SECRETARY DATED: 18 JUNE 2013

2

119838641/v1

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the General Meeting of the Company to be held on Monday, 29 July 2013 at 4.00 pm (Sydney time).

RESOLUTIONS 1 AND 2 – REMOVAL AND APPOINTMENT OF AUDITOR

Background

In the light of the change in the nature and scale of the Company's activities following the completion of the SubZero Acquisition and associated capital raising on 10 April 2013, the newly established Audit and Risk Committee of the Board ( Audit Committee ) undertook a review of the expanded SubZero Group's current and future external audit requirements.

After careful consideration, the Audit Committee recommended to the Board that PricewaterhouseCoopers ( PwC ) be nominated for appointment by Shareholders as the SubZero Group's independent external auditors in place of Prosperity Audit Services, the Company's existing auditors. The Board accepted this recommendation.

As noted in section 7 of the Company's ASX re-compliance Prospectus dated 7 February 2013 issued for the purposes of the SubZero Acquisition and capital raising, PwC audited special purpose financial statements of Subzero Holdings and each of the entities which now comprise the SubZero Group's principal operating entities for the financial year ended 30 June 2012. PwC were recently appointed as auditors of Subzero Holdings (but not the Company itself).

The Audit Committee considers that the detailed working knowledge of SubZero Holdings and the Group's operating entities acquired by PwC during their prior and continuing audit engagements will assist in capturing cost and other efficiencies if they are appointed as the external auditors of the entire SubZero Group. In addition, the Committee does not consider it is in the best interests of the Group or Shareholders for the Group's external audit functions to be split between two separate audit firms. The appointment of one audit firm will eliminate duplication and save costs.

If PwC are appointed as auditors, their Newcastle office will be the primary source of the necessary audit resources. Their proposed lead audit partner is based in PwC's Newcastle office.

As outlined below, the proposed change of auditors requires the approval of Shareholders. Hence, this General Meeting has been called to allow Shareholders to vote on the proposal in time for PwC (if Resolutions 1 and 2 are passed) to undertake the audit of the entire SubZero Group for the financial year ending 30 June 2013.

Legal Requirements

Under section 329 of the Corporations Act, an auditor of a company may be removed from office by an ordinary resolution of the company at a general meeting, after notice of the proposed removal has been given to the auditor and ASIC at least two months before the meeting. However, if the meeting is called after the notice is given, the meeting may pass the ordinary resolution to remove the auditor even though the meeting is held less than two months after the notice was given.

Notice of the proposed removal of Prosperity Audit Services was given to the Company on 13 June 2103.

Under section 327D of the Corporations Act, a company in a general meeting may appoint, by special resolution, an auditor to replace an auditor removed under section 329 of the Corporations Act. A special resolution is a resolution passed at a general meeting by at least 75% of the votes cast by members entitled to vote on the resolution.

3

119838641/v1

If Prosperity Audit Services is removed as auditor under Resolution 1, the Directors propose that PwC be appointed as the Company’s auditor in their stead. A copy of the Notice of Nomination of PwC as auditor of the Company is in Annexure A . PwC has given written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act.

If Resolutions 1 and 2 are passed, the appointment of PwC as the Company’s auditor will take effect at the close of this Meeting.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolutions 1 and 2.

The Chairman of the meeting intends to vote all available proxies in favour of Resolutions 1 and 2.

GLOSSARY.

Board means the board of Directors of the Company.

Company means SubZero Group Limited ACN 009 161 522.

Corporations Act means the Corporations Act 2001 (Cth).

Group or SubZero Group means the Company and its controlled entities.

Meeting means the general meeting the subject of the Notice of General Meeting.

Notice of General Meeting means the notice of general meeting which accompanies this Explanatory Memorandum.

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

Shareholder means the registered holder of a Share.

SubZero Acquisition means the acquisition by the Company of all the issued shares in the capital of Subzero Holdings.

Subzero Holdings means Subzero Holdings Pty Limited ACN 153 511 212.

ANNEXURE A – Notice of Nomination of Auditors

==> picture [336 x 272] intentionally omitted <==

4

119838641/v1

�� ������� dt bsp SEQUENCE Address Line 1 Address Line 2 Address Line 3 Address Line 4 Address Line 5 LOCALITY STATE POSTCODE

HOLDER_IDENTIFIER