REDIVIUM LIMITED — Proxy Solicitation & Information Statement 2005

Apr 14, 2005

HANNANS REWARD NL ABN 52 099 862 129

NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

This is an important document. Please read it carefully. If you are in doubt as to what you should do, please contact the Company, your stockbroker or other professional adviser.

For a General Meeting to be held on Tuesday, 17 May 2005 at 12.30pm (WST) at The Cettic Club. 48 Ord Street, West Perth, Western Australia

CONTENTS PAGE

PAGE

Notice of General Meeting (setting out the proposed resolutions)	Δ
Explanatory Statement (explaining the proposed resolutions)
Glossary	13
Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

A general meeting of the shareholders of Hannans Reward NL will be held at:

The Cellic Club, 48 Ord Street, West Perth, Western Australia commencing at 12.30pm (WST) on Tuesday, 17 May 2005.

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 12.30pm (WST).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Memorandum as soon as possible and either:

• send the proxy form by facsimile to the Company on facsimile number (08) 9324 3366 (International: +61 8 9324 3366); or
• deliver or post the proxy form to the Company's office at Level 2, 11 Ventnor Avenue, West $\blacksquare$ Perth, Western Australia 6005.

so that it is received not later than 12.30pm (WST) on Monday, 16 May 2005. Proxy forms received later than this time will be invalid.

Your proxy form is enclosed at the end of this Memorandum.

HANNANS REWARD NL ABN 52 099 862 129

NOTICE OF GENERAL MEETING

Notice is aiven that a General Meetina of shareholders of Hannans Reward NL (Hannans Reward or Company) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia commencing at 12.30pm (WST) on Tuesday, 17 May 2005,

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as special business and terms used in this Notice have the meaning given to them in the Explanatory Statement.

SPECIAL BUSINESS

Resolution 1 - Placement of Shares

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

"That, for the purposes of Listing Rule 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, approval is given for the Company to allot and issue up to 15,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation: Under the Listing Rules, the Company may seek shareholder approval prior to a piacement to allow it the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any 12 month period. Please refer to the Explanatory Statement for further details.

Voting Exclusion; The Company will disregard any votes cast on this resolution by a 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.

Resolution 2 - Issue of Options to Damian Hicks

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

"That, for the purposes of Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited, Section 208 of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue up to 1,000,000 options to acquire fully paid ordinary shares in the capital of the Company to Damian Hicks (or his nominee) on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation: Under the ASX Listing Rules and the Corporations Act, an issue of securities to a director (or entities controlled by a director) requires prior shareholder approval. Damian Hicks is a director of the Company. For the purposes of ASX Listing Rule 10.11 and Section 208 of the Corporations Act, shareholder approval is being sought to allow Damian Hicks (or his nominee) to be issued securities in the Company. Please refer to the Explanatory Statement for further details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by Damian Hicks and any of his associates.

Resolution 3 - Change of Status

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

"That, subject to the passing of Resolutions 4 and 5, in accordance with Section 162 of the Corporations Act and for all other purposes, the status of the Company be changed from a public no liability company to a public company limited by shares."

Short Explanation: Section 162 of the Corporations Act permits a company to change its type by passing a special resolution and complying with Sections 163 and 164 of the Corporations Act. Please refer to the Explanatory Statement for further details.

Resolution 4 - Change of Company Name

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

"That, subject to the passing of Resolutions 3 and 5 and upon the change of status of the Company under Resolution 3 taking effect, in accordance with Section 157 of the Corporations Act and for all other purposes, the Company changes its name from "Hannans Reward NL" to "Hannans Reward Limited".

Short Explanation: Under Section 157 of the Corporations Act. a company may change its name by passing a special resolution adopting a new name. Please refer to the Explanatory Statement for further details.

Resolution 5 - Adoption of a New Constitution

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

"That, subject to the passing of Resolutions 3 and 4 and upon the change of status of the Company under Resolution 3 taking effect, in accordance with Section 136(2) of the Corporations Act and for all other purposes, the Company adopts a new constitution in the form as signed by the Chairman of the General Meeting for identification purposes in lieu of the existing Constitution."

Short Explanation: Under Section 136/2) of the Corporations Act, a company may modify or repeal its constitution, or a provision of its constitution, by special resolution. Please refer to the Explanatory Statement for further details.

Dated this 31st day of March 2005

BY ORDER OF THE BOARD DAMIAN HICKS DIRECTOR AND COMPANY SECRETARY

NOTES:

• 1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
• $\overline{2}$ . Where a voting exclusion applies, 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.
• $3.$ For the purposes of the Corporations Act, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 12.30pm on Monday, 16 May 2005.

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any auestions reagrating the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

$\mathbf{1}$ . GENERAL INFORMATION

This Explanatory Statement has been prepared for Shareholders in connection with the General Meeting of the Company to be held on Tuesday, 17 May 2005.

$21$ BUSINESS OF THE MEETING

$2.1$ Resolution 1 - Placement of Shares

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, 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 total ordinary securities on issue at the commencement of that 12 month period.

One circumstance where an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of shareholders in general meeting.

The proposed issue of up to 15,000,000 Shares is to be approved to allow this number of securities not to be included in the calculation set out in ASX Listing Rule 7.1. This leaves the Company with the flexibility to issue equity securities in the future up to the 15% threshold.

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.1:

• $\alpha$ the maximum number of securities to be issued by the Company is 15,000,000 Shares:

• the Shares will be issued no later than 3 months after the date of the General $(b)$ Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date;

• ${C}$ the Shares will be issued at an issue price of not less than 80% of the average market price for Shares calculated over the last 5 days on which sales in the Shares are recorded immediately preceding the date of issue of the Shares or, if there is a prospectus for the issue, over the last 5 days on which sales in the Shares are recorded before the date the prospectus is signed;

• $(d)$ the identity of the allottees of the Shares is not yet known to the Company. The allottees will be determined at the Directors' discretion in consultation with various stockbroking firms;

• $(e)$ the Shares issued will rank equally with the existing Shares on issue; and

• $[1]$ the Company intends to use the funds raised from the issue of Shares to fund the Company's:

  • $\left($ i exploration programs at:
    • $(A)$ the Sunday gold prospect near Leonora;
    • $(B)$ Maggie Hays South gold prospect near Norseman (the nickel rights have been joint ventured to Nickel Australia Ltd);

• $(C)$ the soon to be granted exploration licences at Queen Victoria Rocks nickel prospect near Coolgardie (assuming no joint venture agreement is concluded with partner Nickel Australia Ltd); and

• potentially the Jigalong prospect near Newman (subject to $(D)$ settling outstanding shareholder agreements and native title aareements):

• due diligence on exploration and production opportunities to expand the $(ii)$ Company's portfolio across a range of commodities and geographic locations, as and when they arise; and

• $(iii)$ working capital.

$2.2$ Resolution 2 - Issue of Options to Damian Hicks

Resolution 2 seeks Shareholder approval for the issue of 1,000,000 Options to Damian Hicks ta Director). On 8 February 2005 the Board resolved to issue options to Damian Hicks, subject to receiving Shareholder approval. Prior to passing this resolution the Board, in the absence of Damian Hicks, considered independent written advice going to the appropriateness of the proposed issue taking into account corporate governance matters, industry comparable remuneration and pricina.

The ASX Listing Rules and the Corporations Act set out a number of requigitory requirements which must be satisfied. These are summarised below.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the Company.

If Resolution 2 is passed, securities will be issued to Damian Hicks, who is a related party of the Company. Accordinaly, approval for the issue of securities is reaujred pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to Damian Hicks as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of securities to Damian Hicks will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 2:

• the maximum number of Options to be issued by the Company is 1,000,000 to $\alpha$ Damian Hicks:
• the Options will be issued not later than one month after the date of the General $(b)$ Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date;
• $(C)$ the Options will be issued for no consideration:
• the Options will be issued on the terms and conditions set out Section 2.2.1 of this $(d)$ Explanatory Statement; and
• $(e)$ no funds will be raised from the issue of the Options as the purpose of the issue is to give Damian Hicks an incentive to provide dedicated and ongoing commitment to the Company.

Section 208 of the Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a "financial benefit" to a "related party" unless one of the exceptions to the section apply or shareholders have in general meeting approved the giving of that financial benefit to the related party.

In the current circumstances, the issue of the Options to Damian Hicks constitutes a "financial benefit" as defined in the Corporations Act. Further, Damian Hicks is a "related party" of the Company as defined under the Corporations Act. Accordinaly, the proposed issue of Options to Damian Hicks will constitute the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exceptions under the Corporations Act to the provision of financial benefits to related parties may not apply in the current circumstances.

The Directors have determined to seek Shareholder approval under Section 208 of the Corporations Act to permit the issue of the Options.

Sections 217 to 227 of the Corporations Act

Pursuant to Sections 217 to 227 of the Corporations Act, the Company provides the following information to Shareholders in respect of the proposed financial benefit to be given to Damian Hicks:

• the related party to whom the financial benefit will be aiven is Damian Hicks; $\alpha$
• $(b)$ the maximum number of Options (being the nature of the financial benefit to be provided) to be issued is 1,000,000;
• $(C)$ the Directors (other than Damian Hicks), who do not have a material personal interest in the outcome of Resolution 2, recommend that Shareholders vote in favour of Resolution 2 as they are of the view that the issue of 1,000,000 Options to Damian Hicks is an appropriate form of remuneration to provide him with an incentive to maximise returns to Shareholders. The Directors (other than Damian Hicks) considered Damian Hicks' experience, the current market price of the Shares and current market practice when determining the number and exercise price of the Options to be issued to Damian Hicks. Damian Hicks declined to make a recommendation in relation to Resolution 2 due to the fact that he has a material personal interest in its outcome:
• Damian Hicks is currently paid $125,000 (plus statutory superannuation) per annum $(d)$ for his services to the Company;
• Damian Hicks currently has an interest in 1,906,001 Shares and 953,000 options $(e)$ (exercisable at $0.20 each on or before 31 March 2006);
• if Shareholders approve the issue of Options to Damian Hicks, and all of the Options $[1]$ are exercised, the effect will be to dilute the shareholding of existing Shareholders by approximately 2.95% on an undiluted basis and based on the number of Shares on issue as at the date of this Notice. The market price for Shares during the term of the Options would normally determine whether or not Damian Hicks exercises the Options. If, at the time any of the Options are exercised, the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company. In 12 months preceding the date of this Notice. the highest, lowest and last trading price of Shares on ASX are as set out below:

	Date	Price
Highest	1 April 2004	$0.22
Lowest	31 August 2004	$0.12
Last	30 March 2005	$0.16
BoardResolutionto lIssue Options	8 February 2005	$0.175

• $(q)$ the ASIC in reviewing documents lodged under section 218 relating to the giving of financial benefits to related parties of public companies requires explanatory information regarding the value of the options proposed to be aranted. The value of the Options has been calculated by Ord Corporate Pty Ltd using the Black & Scholes pricing model and is set out below; and
• additional information in relation to Resolution 2 is set out throughout this $(h)$ Explanatory Statement. Shareholders should therefore read the Notice and Explanatory Statement in its entirety before making a decision as to how to vote on Resolution 2.

Valuation of Options

The Options have been valued using the Black & Scholes pricing model and based upon the following assumptions:

• $\alpha$ the Options expire on 31 March 2008 and are all exercisable at $0.20 per Share;
• estimated volatility of 25% based on a comparative analysis of volatility factors $(b)$ used by a number of junior exploration companies in valuina options:
• $\mathcal{C}$ an interest rate of 5.50% being the risk free interest rate;
• the valuation date for the Options is 30 March 2005 and the Share price on that $(d)$ date was $0.16; and
• $(e)$ a 25% discount to take into account the illiauidity and non-transferability of the Options.

Based on the above, the Options have been valued at $15,000 in agaregate.

$2.2.1$ Terms and Conditions of Options

The material terms and conditions of the Options are as follows:

• each Option entitles the holder, when exercised, to one Share: $\alpha$

• the Options expire at 5pm (WST) on 31 March 2008; $(b)$

• the Option exercise price is $0.20 per Option; $(C)$

• $(d)$ the Options may be exercised by completing an Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;

• an Option does not confer the right to a change in exercise price or a change in $(e)$ the number of underlying securities over which the Option can be exercised;

• $[f]$ the Options are not transferable:

• all Shares issued upon exercise of the Options will rank pari passu in all respects with $(q)$ the Company's then ordinary issued Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of the Options. The Options will not be quoted on ASX;

• $(h)$ there are no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least seven (7) business days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and

• if at any time the issued capital of the Company is reconstructed, all rights of an $\left{ i\right}$ Option holder are to be changed in a manner consistent with the ASX Listing Rules.

$2.3$ Resolution 3 - Change of Status

Resolution 3 seeks shareholder approval for the Company to change its status from a public no liability company to a public company limited by shares.

Section 162 of the Corporations Act specifically provides that a public no liability company may change its status to a public company limited by shares by the members passing a special resolution at a general meeting.

The principal differences between a public no liability company and a public company limited by shares may be summarised as follows:

• holders of partly paid shares in a public no liability company have no contractual $\alpha$ liability to pay up the unpaid portion of the issue price of those shares, although the shares will generally be forfeited if a call on the shares is not paid. In a public company limited by shares, a holder of partly paid shares has a contractual liability to pay the amounts unpaid on his or her shares, as and when those amounts are called up, and any balance owing after the shares have been forfeited and disposed of for non-payment of a call remains a debt due and payable to the company;
• $(b)$ a public no liability company can only be involved in mining activities. In contrast, a public company limited by shares can undertake any type of activity and in doing so generally has all the powers of a natural person:
• dividends are payable in a public no liability company to shareholders in $(C)$ proportion to the shares held by them, regardless of the amounts paid up on those shares. In a public company limited by shares, dividends are generally payable in proportion to the amounts paid up on shares; and
• $(d)$ surplus assets in a public no liability company available for distribution to shareholders on a winding up of the Company are distributed to shareholders in proportion to the shares held by them, regardless of the amounts paid up on those shares. In a public company limited by shares, any surplus available for distribution in a winding up is generally distributed to shareholders in proportion to the amounts paid up on their shares.

To enable the Company to convert its status to a public company limited by shares, Shareholders must also pass Resolutions 4 and 5.

$2.4$ Resolution 4 - Change of Company Name

Section 148(2) of the Corporations Act provides that a limited public company must have the word "limited" at the end of its name. Accordingly, upon the change of status taking effect, the Company must change its name from "Hannans Reward NL" to "Hannans"

Reward Limited". Section 157 of the Corporations Act provides that a company may change its name only if shareholders approve the change of name by a special resolution.

$2.5$ Resolution 5 - Adoption of a New Constitution

In accordance with Section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.

Resolution 5 is a special resolution which will enable the Company to adopt a new constitution of the type required for a company limited by shares. The Directors believe the proposed new Constitution is typical for a listed public company limited by shares and do not regard any of the provisions to be unusual. If Resolutions 3, 4 and 5 are passed, the proposed new Constitution will take effect on the date the Company becomes a public company limited by shares.

It is not practicable to list all of the differences between the current Constitution and the proposed new Constitution in this Explanatory Statement and Shareholders are invited to contact the Company if they have any queries or concerns. For this purpose, a copy of the proposed new Constitution is available for review by Shareholders at the office of the Company.

$3.$ ENQUIRIES

Shareholders are invited to contact Mr Damian Hicks on (08) 9324 3388 if they have any queries in respect to the matters set out in this Notice.

GLOSSARY

ASIC means the Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company.

Company and Hannans Reward NL means Hannans Reward NL (ABN 52099862129).

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 which forms part of this Memorandum.

General Meeting means the meeting convened by the Notice.

Memorandum means all of the documents accompanying the Notice and referred to in the Contents section.

Notice means the notice of meeting which forms part of this Memorandum.

Option means an option to acquire a Share on the terms and conditions set out in Section 2.2.1 of this Explanatory Statement.

Resolutions means the resolutions set out in the Notice, 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.

PROXY FORM

APPOINTMENT OF PROXY HANNANS REWARD NL ABN 52 099 862 129

GENERAL MEETING

$I/We$

being a Member of Hannans Reward NL entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at The Celtic Club, 48 Ord Street. West Perth, Western Australia commencing at 12.30pm (WST) on Tuesday, 17 May 2005 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting

		FOR	AGAINST	ABSTAIN
Resolution 1	Placement of Shares
Resolution 2	Issue of Options to Damian Hicks
	Resolution 3 Change of Status
Resolution 4	Change of Company Name
Resolution 5	Adoption of a New Constitution

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

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

Signed this day of 2005

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

HANNANS REWARD NL ABN 52 099 862 129

Instructions for Completing 'Appointment of Proxy' Form

• $\mathbf{L}$ A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed. such proxy must be allocated a proportion of the member's voting rights. If the shareholder 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. In the case of joint $\overline{2}$ . holders, all must sign.
• 1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
  • 2 directors of the company;
  • a director and a company secretary of the company; or
  • for a proprietary company that has a sole director who is also the sole company secretary - that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• Completion of a Proxy Form will not prevent individual shareholders from attending the 4. meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• Where a Proxy Form or form of appointment of corporate representative is lodged and is 5. executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.