REDSTONE RESOURCES LIMITED — AGM Information 2007

Oct 30, 2007

NOTICE OF ANNUAL GENERAL MEETING AND

EXPLANATORY MEMORANDUM

For the Annual General Meeting of the Shareholders

of

Redstone Resources Limited

to be held on

Thursday 29 November 2007 at 2.00pm (WDT) at

Fremantle Room

Parmelia Hilton Perth

14 Mill Street

Perth, Western Australia

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting (AGM) of Redstone Resources Limited (the Company) will be held at the Fremantle Room, Parmelia Hilton Perth, 14 Mill Street, Perth Western Australia, at 2.00pm Western Daylight Time on Thursday, 29 November 2007.

The attached Explanatory Memorandum is provided to supply Shareholders with information to enable them to make an informed decision regarding the resolutions set out in this Notice.

The Explanatory Memorandum is intended to be read in conjunction with and forms part of this Notice.

AGENDA

GENERAL BUSINESS

Financial Report

To receive and consider the financial report of the Company and the reports of the Directors and auditors to the Company for the year ended 30 June 2007.

Retirement by Rotation and Re-election

Resolution 1 – Re-election of Mr Juan Carlos Olivero

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

"That Mr Juan Carlos Olivero, being a Director of the Company who retires by rotation pursuant to the Constitution, and being eligible for re-election, is re-elected as a Director."

Election of Directors

Resolution 2 (a) – Election of Mr Anthony Alexander Ailakis

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

"That Mr Anthony Alexander Ailakis, being a Director who retires pursuant to the Constitution, and having offered himself for election and being eligible for election, is hereby elected as a Director."

Resolution 2(b) – Election of Mr Stephen George Fountain

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

"That Mr Stephen George Fountain, being a Director who retires pursuant to the Constitution, and having offered himself for election and being eligible for election, is hereby elected as a Director."

NOTICE OF ANNUAL GENERAL MEETING

Remuneration Report

Resolution 3 – Adoption of the Remuneration Report (Non- Binding)

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

"That the remuneration report as contained in the Annual Report of the Company for the year ended 30 June 2007 be adopted."

This resolution shall be determined as if it were an ordinary resolution, albeit advisory only. Under section 250R(3) of the Corporations Act the vote on Resolution 3 does not bind the Directors or the Company.

Ratification and Approval of Previous Allotment and Issue of Shares

Resolution 4 – Ratification and Approval of Previous Allotment and Issue of Shares

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders hereby ratify the issue and allotment by the Company of 2,602,862 Shares on the terms and conditions and in the manner described in the Explanatory Memorandum that accompanies this Notice of Annual General Meeting."

Voting Exclusion

For the purposes of ASX Listing Rule 7.4, the Company will disregard any votes cast on this resolution by a person who participated in the issue and any associate of such a person.

However, the Company will not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) 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.

Other Business

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.

Voting and Proxies

Voting Entitlements

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Shares quoted on the Australian Stock Exchange Limited at the end of day on 27 November 2007 shall be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not excluded) at the Meeting.

Proxies

A Shareholder who is entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the Shareholder. A proxy need not be a Shareholder and can be either an individual or a body corporate. If a Shareholder appoints a body corporate as a proxy that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act 2001 (Cth); and
• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If such evidence is not received before the meeting, then the body corporate (through) its representative will not be permitted to act as proxy.

A member that 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 no proportion or number is specified, each proxy may exercise half of the Shareholder's votes.

A proxy form accompanies this Notice and to be effective the proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company no later than 48 hours before the commencement of the Meeting, at:

• Redstone Resources Limited registered office, Suite 3 110-116 East Parade, East Perth WA 6004; or
• post the proxy form to the Share Registry: Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne VIC 3001; or
• by facsimile to the Share Registry on facsimile number (08) 9323 2033 (International + (61 8) 9323 2033).

REDSTONE RESOURCES LIMITED ABN 42 090 169 154 NOTICE OF ANNUAL GENERAL MEETING

Proxies must be received by the Company no later than 48 hours prior to the commencement of the Meeting. Any proxy form received after that time will not be valid for the Meeting.

Proxies given by corporate shareholders must be executed in accordance with their constitutions, or signed by a duly authorised attorney. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as proxy.

If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, a proxy may vote as he or she sees thinks fit. If a Shareholder appoints a proxy and does not specify how the chairperson is to vote on an item of business, the chairperson will vote, as proxy for that shareholder, in favour of that item on a poll.

BY ORDER OF THE BOARD

Miranda Conti COMPANY SECRETARY REDSTONE RESOURCES LIMITED

Dated this 30th day of October 2007

EXPLANATORY MEMORANDUM

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

If you have any questions regarding the matters set out in this Explanatory Memorandum or the preceding Notice, please contact the Company, your stockbroker or other professional advisor.

General Information

This Explanatory Memorandum has been prepared to assist Shareholders to understand the business to be put to Shareholders at the forthcoming Annual General Meeting to be held on 29 November 2007.

The purpose of the Explanatory Memorandum is to provide Shareholders with information that the Board believes to be material to Shareholders in deciding whether or not to approve the above resolutions in the Notice (of which this Explanatory Memorandum forms a part).

ORDINARY BUSINESS

Annual Financial Report

The Corporations Act requires:

• the reports of the Directors and auditors; and
• the annual financial report, including the financial statements of the Company for the year ended 30 June 2007,

to be laid before the Annual General Meeting. Neither the Corporations Act nor the Constitution requires a vote of Shareholders on the reports or statements. However, Shareholders will be given ample opportunity to raise questions or comments on the management of the Company.

The financial report for consideration at the meeting will be the full financial report. Unless a Shareholder instructs otherwise, each Shareholder is sent or provided access to the financial report. Any Shareholder wishing to receive a copy of the full financial report should contact the Company and a copy will be forwarded without delay.

Also, a reasonable opportunity will be given to members as a whole at the meeting to ask the Company's auditor questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

EXPLANATORY MEMORANDUM

Resolution 1 - Re-election of Mr Juan Carlos Olivero

Rule 8.1(d) of the Constitution requires that at every AGM, one third of Directors (after excluding a Director who is the managing Director or any Director appointed by the Board since the date of the last annual general meeting), or if this number of Directors is 5 or less, then 2 of the remaining Directors, must retire from office and if eligible seek re-election in accordance with Rule 8.1(i) of the Constitution.

Accordingly, Juan Carlos Olivero retires by rotation and offers himself for re-election.

The experience, qualifications and other information about Mr Olivero appears below:

Mr Juan Carlos Olivero (Non-Executive Director) - Appointed 17 May 2006

Mr Juan Carlos Olivero has been involved in the mining and exploration industry in Australia for over 20 years. He founded and was managing director of Exclusive Air Charter Pty Ltd, a company responsible for secure air transport of gold from the majority of Western Australian mines to Perth for over 12 years. Mr Olivero developed the company from a one-aircraft one-pilot operation to a successful small airline which effectively covered the market for secure gold transport in Western Australia.

The Directors (excluding Mr Olivero) unanimously recommend that Shareholders vote in favour of Resolution 1.

Election of Directors

Rule 8.1(c) of the Constitution requires that any Director appointed by the Board, (since the last annual general meeting), who is not the Managing Director, holds office only until the conclusion of the next AGM following his or her appointment. Accordingly, any such Director must automatically retire from office at the next annual general meeting, and being eligible may seek election in accordance with Rule 8.1(i) of the Constitution.

Resolution 2 (a) - Election of Mr Anthony Alexander Ailakis

Anthony Alexander Ailakis was appointed as an executive Director since the date of the last annual general meeting of the Company. Under the Constitution he holds office only until this Meeting and therefore offers himself for election.

The experience, qualifications and other information about Mr Ailakis appears below:

Mr Anthony Alexander Ailakis (B. Juris LLB) (Executive Director)

Mr Anthony Ailakis has been involved in the exploration and mining industry for almost 20 years. He has a law degree from the University of Western Australia in 1986 and worked as a general commercial and mining lawyer until he moved into the mining and exploration consultancy work on a project basis in the early 1990s.

EXPLANATORY MEMORANDUM

Mr Ailakis has been involved in the development of constructive relationships with Aboriginal Land Councils and traditional owners and in the conduct of access and native title negotiations, as well as ground acquisition and matters relating to tenement management and Mining Act compliance.

Mr Ailakis has been actively involved in the development and implementation of Redstone's acquisition strategy over the past several years.

The Directors (excluding Mr Ailakis) unanimously recommend that Shareholders vote in favour of Resolution 2(a).

Resolution 2 (b) - Election of Mr Stephen George Fountain

Stephen George Fountain was appointed as executive Director since the date of the last annual general meeting of the Company. Under the Constitution he holds office only until this Meeting and therefore offers himself for election.

The experience, qualifications and other information about Mr Fountain appears below:

Mr Stephen George Fountain (B Bus, F Fin) (General Manager) – Appointed 30 April 2007

Mr Fountain has almost 14 years experience in the Resources Industry in Western Australia. Mr Fountain graduated with an Accounting and Finance degree from Edith Cowan University in Perth in 1993. In 1996 he completed a Graduate Diploma in Applied Finance and Investment with the now renamed Financial Services Institute of Australasia (Finsia).

Mr Fountain joined WMC Resources in 1993 and has held various Accounting, Business Analysis and Managerial positions within WMC and other mining and exploration companies including LionOre Nickel Australia, Harmony Gold Australia and, most recently prior to this role, with BHP Billiton Nickel West.

The Directors (excluding Mr Fountain) unanimously recommend that Shareholders vote in favour of Resolution 2(b).

Resolution 3 - Adoption of the Remuneration Report (Non-Binding)

As required by section 250R of the Corporations Act, a resolution that the remuneration report for the year ended 30 June 2007 be adopted is put to vote.

The remuneration report is set out on pages 9 to 11 of the Annual Report of the Company. The vote on this item is advisory only and does not bind the Directors or the Company; however the Company will take the outcome into consideration when reviewing remuneration practices and policies. During this item there will be reasonable opportunity for Shareholders to comment on and ask questions about the remuneration report.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

EXPLANATORY MEMORANDUM

Resolution 4 – Ratification of Previous Issue and Allotment of Shares

As announced on 16 August 2007, the Company issued and allotted 2,602,862 Shares to existing Shareholders and the external investors in the Company who applied pursuant to a Short Form Prospectus dated 13 July 2007.

Resolution 4 seeks Shareholder ratification of the prior issue and allotment of these 2,602,862 Shares for the purposes of ASX Listing Rule 7.4 and for all other purposes.

ASX Listing Rule 7.1 prohibits a listed company from issuing, or agreeing to issue, equity securities (which include shares) that exceed 15% of the total number of ordinary securities on issue in any 12 month period, unless approval is obtained from the holders of the Company's ordinary securities.

ASX Listing Rule 7.4 provides that the approval of holders of the Company's ordinary shares may be obtained after the issue of equity securities. The effect of such ratification is to restore the Company's discretionary power to issue further Shares up to 15% of the number of ordinary Shares on issue at the beginning of the relevant 12 month period without obtaining Shareholder approval.

The approval of this resolution will enable the Company at any time during the next 12 months to issue equity securities up to the 15% threshold set out in ASX Listing Rule 7.1:

• (a) without the requirement to obtain approval from the holders of the Company's ordinary securities; and
• (b) without the Shares described below counting towards the 15% threshold set out in ASX Listing Rule 7.1.

For the purposes of ASX Listing Rule 7.5 the following information is provided to shareholders in relation to the issue of shares in the Company:

(a) Number of Shares issued

2,602,862 Shares

(b) Price at which Shares were allotted and issued.

$1.20 per Share

(c) Terms of the Shares

The Shares rank equally in all respects with the existing Shares on issue.

(d) Names of allottees or the basis on which allottees were determined.

Shares were allotted pursuant to all applications received from existing Shareholders and the general public under and in accordance with the terms of the Short Form Prospectus dated 13 July 2007.

EXPLANATORY MEMORANDUM

(e) Use (or intended use) of the funds raised

The funds will be used for:

• deep drilling of the highly prospective Halleys discovery;
• drilling and continued exploration of the Company's other projects in the West Musgrave region; and
• exploration of the Company's nickel and iron-ore targets in Brazil, and acquisition of selected properties in the central Andean region of South America.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

Enquiries

Shareholders are invited to contact the Company Secretary, Miranda Conti on (08) 9328 2552 if they have any queries in respect of the matters set out in these documents.

EXPLANATORY MEMORANDUM

GLOSSARY

Annual Report means the 2007 annual report of the Company

ASX means Australian Stock Exchange Limited (ACN 008 624 691).

Board means the board of directors of the Company duly appointed in accordance with the Constitution of the Company.

Company means Redstone Resources Limited (ABN 42 090 169 154).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum that accompanies and forms part of the Notice

Listing Rules means the official listing rules of ASX.

Meeting or Annual General Meeting means the meeting convened by this Notice.

Notice or Notice of Meeting means the notice of annual general meeting accompanying this Memorandum.

Resolution means a resolution contained in the Notice.

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

Shareholder means the holder of a Share.

WDT means Western Daylight Time.

All correspondence to:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia 1300 557 010 61 3 9415 400 61 8 9323 2033 www.computershare.com Enquiries (within Australia) (outside Australia) Facsimile

Securityholder Reference Number (SRN)

*I1234567890*

I 1234567890 I ND

MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

000001 000 RDS

I/We being a member/s of Redstone Resources Limited and entitled to attend and vote hereby appoint

the Chairmanof the Meeting(mark with an $X$ )		If you are not appointing the Chairman of the Meeting asyour proxy please write here the full name of the individubody corporate (excluding the registered Securityholder)are appointing as your proxy.
		in a fine to distribute to be decreased to a consed the Action of the Meeting as ancelerate and according the second control of the best to control the second to the second to the second to the Act of the State of the Stat

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Redstone Resources Limited to be held at Fremantle Room, Parmelia Hilton Hotel, 14 Mill Street, Perth, Western Australia on Thursday, 29 November 2007 at 2:00PM (WDT) and at any adjournment of that meeting.

IMPORTANT: FOR ITEM 4 BELOW

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Item 4 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of that Item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 4 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 4.

		For	Against	Abstain*			For	Against	Abstain*
Item 1	Re-election of Mr Juan CarlosOlivero				Item 4	Ratification and Approval ofPrevious Allotment and Issueof Shares
Item 2(a)	Election of Mr AnthonyAlexander Ailakis
Item 2(b)	Election of Mr StephenGeorge Fountain
Item 3	Adoption of the RemunerationReport (Non-Binding)
	computing the required majority on a poll.					In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in
						In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.

1 Your Address

This is your address as it appears on the company's Share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's Share registry or you may copy this form.

To appoint a second proxy you must:

• (a) indicate that you wish to appoint a second proxy by marking the box.
• (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• (c) return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have notpreviously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this formwhen you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by thatperson. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, aSole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Directoror a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 2:00PM (WDT) on Thursday, 29 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

Share Registry - Computershare Investor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth WA 6000 Australia