REDSTONE RESOURCES LIMITED — AGM Information 2015

Oct 27, 2015

R REDSTO A ONE R ABN: 42 ESOUR 2 090 RCES L 169 15 LIMITE 54 D

NOTIC CE OF ANNU UAL G AND GENERA AL ME EETING Gad in its

EX XPLAN NATOR RY ME MORA ANDUM M

Fo or the Ann nual Gene ral Meetin ng of the S hareholde ers

of

Redstone e Resource es Limited

to o be held o on

Friday 27 7 Novemb ber 2015 a t 10.30am (WST) at

Country Women's s Associati on WA (In c) House

117 76 Hay Stre eet

Perth, W Western A Australia

This No entire otice of Ann ety. If Share from thei nual Genera holders are r accounta al Meeting a in doubt as ant, solicitor and Explana s to how the or other pro atory Memo ey should vo ofessional a orandum sh ote, they sh dviser witho hould be rea hould seek a out delay. advice

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Redstone Resources Limited will be held at Country Women's Association of WA (Inc) House, 1176 Hay Street, West Perth Western Australia, at 10.30am WST on Friday, 27 November 2015.

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 business of the Annual General Meeting affects your shareholding in the Company and your vote is important.

The Explanatory Memorandum is intended to be read in conjunction with, and forms part of, this Notice. Terms and abbreviations used in this Notice are defined in the Glossary contained in the Explanatory Memorandum.

AGENDA

Financial, Directors' and Auditor's Report

To receive and consider the 2015 Annual Report and the reports of the Directors and the auditor to the Company thereon.

Resolution 1 – Re-election of Mr Edward van Heemst

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

"That Mr Edward van Heemst, being a Director who retires in accordance with the Constitution, and being willing and eligible for re-election, is hereby re-elected as a Director."

Resolution 2 – Re-election of Mr Richard Homsany

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

"That Mr Richard Homsany, being a Director who retires in accordance with the Constitution, and being willing and eligible for re-election, is hereby re-elected as a Director."

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

To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-binding ordinary resolution:

"That for the purpose of section 250R(2) of the Corporations Act, and for all other purposes, the Company adopt the Remuneration Report for the year ended 30 June 2015."

NOTICE OF ANNUAL GENERAL MEETING

Note: The vote on this Resolution is advisory only and does not bind the Board 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 the 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 if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

Resolution 4 – Approval of Issue of Placement Shares – Equity Capital Raising

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

"That, pursuant to and in accordance with ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue and allotment by the Company of up to 100,000,000 Shares by way of private placement, on the terms and conditions and in the manner set out in the Explanatory Memorandum."

Voting Exclusion Statement

For the purposes of ASX Listing Rule 7.1, the Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares if the Resolution is passed, and any associates of those persons.

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 Chair 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.

NOTICE OF ANNUAL GENERAL MEETING

Resolution 5 – Approval of 10% Placement Capacity

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, approval is given for the issue of Equity Securities totaling up to 10% of the Shares on issue (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement

For the purposes of ASX Listing Rule 7.1A the Company will disregard any votes cast on this Resolution by a person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the Resolution is passed 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 Chair 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.

Resolution 6 – Approval of Employee Share Option Plan

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 7.2 Exception 9(b) and for all other purposes, approval is hereby given for the grant of Options under the Company's Employee Share Option Plan, and the issue and allotment of Shares upon the exercise of those Options, from time to time upon the terms and conditions specified in the rules of the Employee Share Option Plan (which are summarised in the Explanatory Memorandum) as an exception to ASX Listing Rule 7.1."

Voting Exclusion

In accordance with ASX Listing Rules 7.2 Exception 9.2(b) and 14.11 the Company will disregard any votes cast on this Resolution by a Director (except a Director who is ineligible to participate in any employee incentive scheme in relation to the Company) or by an associate of the Director.

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 Chair 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.

NOTICE OF ANNUAL GENERAL MEETING

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 the 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 if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

Other Business

To deal with any other business that may be lawfully brought forward.

BY ORDER OF THE BOARD OF DIRECTORS

Miranda Conti COMPANY SECRETARY REDSTONE RESOURCES LIMITED Dated this 27th day of October 2015

NOTICE OF ANNUAL GENERAL MEETING

Attendance and Voting Eligibility

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Shares quoted on the ASX at the close of business on 25 November 2015 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; 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 Shareholder 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 by:

• delivery to the Redstone Resources Limited registered office, 60 Havelock Street, West Perth, WA 6005; or
• facsimile to the Company on facsimile number (08) 9328 2660 (International: + (61 8) 9328 2660);
• post to Redstone Resources Limited, PO Box 8646, Perth Business Centre, Western Australia, 6849; or
• post to Advanced Share Registry, PO Box 1156, Nedlands, WA 6909.

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.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

NOTICE OF ANNUAL GENERAL MEETING

Proxy Restrictions

Shareholders (who are not a member of the Key Management Personnel details of whose remuneration are including in the Remuneration Report or a Closely Related Party of that member) appointing a proxy for Resolutions 3 and 6 should note the following:

If you appoint a member of the Key Management Personnel as your proxy

If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote. Undirected proxies granted to these persons will not be included in any vote on Resolutions 3 and 6.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolutions 3 and 6, however if you do not direct the Chair how to vote, you acknowledge that the Chair may exercise his or her discretion in exercising your proxy even though Resolutions 3 and 6 are connected directly or indirectly with the remuneration of Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for that entity.

The Chair intends to vote all undirected proxies in favour of Resolution 3 and Resolution 6.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote.

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 adviser.

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 27 November 2015.

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).

AGENDA

Financial Report, Directors' and Auditor's Report

The Corporations Act requires:

• the reports of the Directors and auditors; and
• the 2015 Annual Report,

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 at the Meeting will be given reasonable opportunity to raise questions or comments.

Reasonable opportunity will also be given to Shareholders 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.

The Company will not provide a hard copy of the 2015 Annual Report to Shareholders unless specifically requested to do so. The 2015 Annual Report is available on the Company's website at www.redstone.com.au.

Resolutions 1 & 2 – Re-election of Messrs Edward van Heemst and Richard Homsany

Rule 8.1(d) of the Constitution requires that at every annual general meeting of the Company, 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 of the Company), 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, Messrs van Heemst and Homsany retire by rotation and, being willing and eligible, offers themselves for re-election.

The experience and qualifications of, and other information about, Messrs van Heemst and Homsany can be found in the 2015 Annual Report.

EXPLANATORY MEMORANDUM

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

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

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

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 Board 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 2015 Annual Report.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Voting consequences

While the vote does not bind the Company or the Directors, there are important consequences if there is a material 'against' vote on Resolution 3. Changes to the Corporations Act that came into effect on 1 July 2011 introduced what is referred to as the 'two strikes' rule, whereby if at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, a company will be required to put to its shareholders a resolution proposing the calling of a general meeting to consider the appointment of directors of the company (the Spill Resolution) at the second annual general meeting.

If at least 25% of the votes cast on Resolution 3 at the Annual General Meeting are voted against adoption of the Remuneration Report, this will constitute a 'first strike', and if at least 25% of the votes are cast against the 2016 Remuneration Report resolution at the Company's 2016 annual general meeting, constituting a 'second strike', then the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting to consider a Spill Resolution.

The Board considers that the Company's remuneration arrangements as set out in the Remuneration Report are fair, reasonable and appropriate, in line with industry standards and structured in a way that the Company can attract and retain suitably qualified and experienced employees to manage the Company.

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

The Chair intends to vote all undirected proxies in favour of Resolution 3.

EXPLANATORY MEMORANDUM

Resolution 4: Approval of Issue of Placement Shares

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

Resolution 4 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue and allotment of up to 100,000,000 Shares to sophisticated and professional investors under a proposed private placement (Placement Shares).

The Directors are seeking approval for this issue of Placement Shares as it will preserve the Company's ability to issue up to 15% of its issued capital in the next 12 months. That is, the Placement Shares will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

ASX Listing Rule 7.3 Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

• (a) A maximum of 100,000,000 Placement Shares will be issued.
• (b) The Placement Shares will be issued by no later than 3 months after the date of this Meeting (or such later date as may be approved by ASX).
• (c) The issue price of the Placement Shares will be no less than 80% of the volume weighted average price of Shares on the ASX for the 5 Trading Days immediately before the Placement Shares are issued.
• (e) The identity of the persons to whom the Placement Shares will be issued and allotted is not yet known, however they will be sophisticated and/or professional investors who are not related parties of the Company or their associates.
• (d) The Placement Shares issued will rank equally in all respects with all other ordinary shares in the capital of the Company.
• (f) The funds raised from the Placement Share issue will be used to advance exploration at the Company's flagship Tollu Project and its Blackstone Range Project, in Western Australia and to provide further working capital.
• (g) Allotment of the Placement Shares will occur progressively.

The Directors recommend that Shareholders vote in favour of Resolution 4 as it allows the Company greater flexibility to issue further securities representing up to 15% of the total number of Shares on issue in any 12 month period pursuant to Listing Rule 7.1 without Shareholder approval.

EXPLANATORY MEMORANDUM

Resolution 5 – Approval of 10% Placement Capacity

Background

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an eligible entity to issue equity securities up to 10% of its issued share capital over a 12 month period after the eligible entity's annual general meeting (10% Placement Capacity). The 10% Placement Capacity is in addition to the entity's 15% placement capacity under ASX Listing Rule 7.1.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an Eligible Entity for the purposes of ASX Listing Rule 7.1A. As at the date of this Notice the market capitalisation of the Company is $1,869,964.

If Shareholders approve Resolution 5, the number of Equity Securities the Company 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 the Summary of ASX Listing Rule 7.1A (b) below).

The effect of Resolution 5 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the period of 12 months after the Meeting without subsequent Shareholder approval and without using the Company's 15% placement capacity under ASX Listing Rule 7.1.

Resolution 5 is a special resolution. Accordingly 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed.

Summary of ASX Listing Rule 7.1A

(a) Equity Securities

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities. At the date of this Notice, the Company has two classes of quoted Equity Securities, being its Shares and listed Options (ASX: RDSO).

(b) Formula for calculating 10% Placement Capacity

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with 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 fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
  • (b) plus the number of partly paid shares that became fully paid in the 12 months;
  • (c) plus the number of fully paid shares issued in the 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;

EXPLANATORY MEMORANDUM

(d) less the number if fully paid shares cancelled in the 12 months.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• 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 the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rules 7.1 or 7.4.

Information required by ASX Listing Rule 7.3A

Under ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 5:

(a) Minimum Price at which Equity Securities may be issued

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 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 Trading Days of the date in paragraph (a)(i) above, the date on which the Equity Securities are issued.
• (b) Risk of economic and 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 Resolution 5 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 assuming the full 10% dilution.

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.

EXPLANATORY MEMORANDUM

Number ofShares on Issue	Dilution
	IssuePrice(perShare)	$0.004(50% decreasein issue price)	$0.007(Issue price)	$0.011(50% increasein issue price)
186,969,390(As at date ofNotice)	Sharesissued	18,696,939	18,696,939	18,696,939
	FundsRaised	$654,393	$1,308,786	$1,963,179
280,454,085(50% increase)*	Sharesissued	28,045,409	28,045,409	28,045,409
	FundsRaised	$981,589	$1,963,179	$2,944,768
373,938,780(100%increase)*	Sharesissued	37,393,878	37,393,878	37,393,878
	FundsRaised	$1,308,786	$2,617,571	$3,926,357

*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 ASX Listing Rule 7.1.

The table above uses the following assumptions:

• 1. The current Shares on issue are as at the date of the Notice.
• 1. The issue price set out above is the closing price of the Shares on 20 October 2015 of $0.007.
• 1. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity hence the voting dilution is shown in each example as 10%.
• 1. 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, and if necessary seek advice from their professional advisers.
• 1. No Options are exercised into Shares before the date of issue of the Equity Securities.
• 1. The table shows only the effect of issues of Equity Securities under ASX Listing Rule 7.1A, and not dilution under the 15% placement capacity under ASX Listing Rule 7.1, under ASX Listing Rule 7.2, or Shareholder approvals under ASX Listing Rule 7.1.
• 1. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes listed options, it is assumed that those listed options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

Shareholders should note that there is a risk that:

• (i) the market price for the Equity Securities to be issued may be significantly lower on the issue date than on the date of the Meeting; and
• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the date of issue.

EXPLANATORY MEMORANDUM

(c) 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:

• (i) 12 months after the date of this Meeting; and
• (ii) 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),

(10% Placement Capacity Period).

(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 continued exploration expenditure primarily on the Company's flagship Tollu project and for its other project holdings; or
• (ii) as non-cash consideration for the acquisition of new resources assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.
• (e) Allocation policy for issues 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 will be current Shareholders or new investors (or both), but in either case will not 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).
• (f) Previous Approval under ASX Listing Rule 7.1A

The Company has previously obtained approval from Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 28 November 2014 (2014 Previous Approval), its annual general meeting held on 29 November 2013 (2013 Previous Approval) and also at its general meeting held on 29 November 2012 (2012 Previous Approval).

EXPLANATORY MEMORANDUM

During the 12 month period preceding the date of the Meeting, being on and from 28 November 2014 the Company did not issue any Equity Securities pursuant to the 2014 Previous Approval. Accordingly, there are no details of issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting to be provided to Shareholders as required by Listing Rule 7.3A.6.

(g) Voting exclusion statement

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder or security holder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 5.

Compliance with ASX Listing Rules 7.1A.4 and 3.105A

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

• (i) a list of recipients of the Equity Securities and the number of Equity Securities issued 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.

The Directors consider that the approval of the issue of the 10% Placement Capacity described above is beneficial for the Company as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under ASX Listing Rule 7.1A in the next 12 months (without further Shareholder approval), should it be required. At the date of the Notice, the Company has no plans to use the 10% Placement Capacity should it be approved.

Resolution 6 - Approval of Employee Share Option Plan

Listing Rule 7.1 provides, in summary, that subject to certain conditions, the Company must not issue or agree to issue equity securities, including options, in any 12 month period equal to more than 15% of the number of issued fully paid ordinary shares of the Company at the beginning of the 12 month period, except with prior Shareholder approval in general meeting of the terms and conditions of the proposed issue.

Exception to Listing Rule 7.1

Listing Rule 7.2 Exception 9(b) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme, if within 3 years before the date of the issue, shareholders have approved the issue of securities under the employee incentive share scheme as an exception to Listing Rule 7.1.

Resolution 6 seeks Shareholder approval under Listing Rule 7.2 Exception 9(b), for the grant of Options under the 2006 Redstone Resources Limited Employee Share Option Plan (ESOP) (and the issue of Shares in the Company on exercise of those Options) from time to time as an exception to Listing Rule 7.1 for a period of three years commencing on the date of the Meeting without being required to count those securities as part of, and without reducing, the number of securities which the Company can issue under its annual 15% limit. The impact is that for a period of three years the grant of Options, or issue of Shares upon exercise of the Options, will be excluded from the number of securities used to determine the Company's annual 15% limit in each rolling 12 month period.

EXPLANATORY MEMORANDUM

Summary of ESOP

A summary of the key terms and conditions of the ESOP is set out below:

• (a) The primary purpose of the ESOP is to recognise the ability and efforts of employees of the Company, to attract persons of ability and experience and to foster and promote loyalty between the Company and its employees.
• (b) The ESOP is available to eligible persons who will be determined by the Board but must be persons who are Directors or employees (whether full-time or part-time) of the Company or its subsidiaries. The issue of Options to Directors under the ESOP will require Shareholder approval in accordance with the ASX Listing Rules and the Corporations Act.
• (c) Options will lapse if the eligible person ceases to be an eligible person for any reason other than retirement, permanent disability, redundancy or death.
• (d) Options will be issued for nil consideration.
• (e) Options issued will be subject to conditions that must be satisfied in order for them to be exercised. These conditions will be determined by the Board when it resolves to offer the Options and will be in accordance with the purpose of the ESOP.
• (f) The expiry date of the Options will be determined by the Board prior to the offer of the relevant Options, subject to any restriction in the Corporations Act, but in any event no longer than 5 years from the date of issue.
• (g) The exercise price of the Options will be determined by the Board with regard to the market value of the Shares when it resolves to offer the Options.
• (h) The Company will not apply for Official Quotation of any Options. If shares of the same class as those allotted under the ESOP are listed on the ASX, the Company must apply for Official Quotation of those Shares allotted pursuant to the exercise of Options within the time required by the Listing Rules after the date of allotment.
• (i) Options are not transferable.
• (j) Options not validly exercised on or before the expiry date will automatically lapse.
• (k) Any Shares issued upon exercise of the Options will rank equally with the Company's then existing issued Shares.
• (l) Holders may only participate in new issues of securities to holders of Shares if an Option has been exercised and Shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must give notice as required under the Listing Rules to holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.
• (m) If there is a bonus share issue (Bonus Issue) to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Holder would have received if the Option had been exercised before the record date for the Bonus Issue (Bonus Shares). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank pari passu in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.

EXPLANATORY MEMORANDUM

• (n) If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the currency of, and prior to the exercise of any Options, the Exercise Price of an Option will be adjusted in the manner provided for in the Listing Rules.
• (o) If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, Options will be reorganised in accordance with the Listing Rules.
• (p) The Company shall not offer or issue Options to any eligible person in accordance with the ESOP if the total number of Shares the subject of the Options being offered, when aggregated with any other Shares issued under the ESOP over the previous five years, would exceed 5% of the total number of issued Shares in the Company at the time of the offer under the ESOP.
• (q) The Board may, subject to the Listing Rules (if applicable) alter, delete or add to the terms and conditions of the ESOP at any time

ASX Listing Rule 7.2 (Exception 9(b)) Disclosure Requirements

In accordance with Listing Rule 7.2 (Exception 9(b)), the following information is disclosed to Shareholders for the purposes of Resolution 6:

• (a) A summary of the terms and conditions of the ESOP is set out above. A copy of the full terms and conditions of the ESOP is available to any Shareholder on request to the Company.
• (b) Since inception of the ESOP on 17 May 2006, 4,800,000 Options have been granted under the ESOP. All options granted under the ESOP to date have lapsed or expired.

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 this Notice.

EXPLANATORY MEMORANDUM

GLOSSARY

In this Explanatory Memorandum and Notice of Annual General Meeting:

2015 Remuneration Report means that section of the Directors' report contained in the 2015 Annual Report, under the heading 'Remuneration Report', prepared in accordance with Section 300A of the Corporations Act.

2015 Annual Report means the annual report of the Company including the reports of the Directors and auditor and the financial statements of the Company for the financial year ended 30 June 2015, which can be downloaded from the Company's website at www.redstone.com.au.

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and the market operated by it, as the context requires.

ASX Listing Rules or Listing Rules means the official listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time except to the extent of any express written waiver by ASX.

Board means the board of Directors.

Business Day means Monday to Friday inclusive, except New Years' Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Chair means the chairperson of the Meeting.

Closely Related Party is defined in respect of a member of Key Management Personnel as:

• a spouse or child of the member;
• a child of the member's spouse;
• a dependent of the member or the member's spouse;
• 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 dealings with the Company;
• a company the member controls; or
• a person prescribed by regulations that may be made for this purpose.

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

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001(Cth) and any regulations made under it, each as amended from time to time.

Director means a director of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the A&P/ASX 300 Index; and
• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

EXPLANATORY MEMORANDUM

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an equity security.

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

Key Management Personnel has the same meaning given 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).

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 Explanatory Memorandum.

Official Quotation means official quotation by the ASX in accordance with the Listing Rules.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means that section of the Directors' report contained in the 2015 Annual Report, under the heading 'Remuneration Report', prepared in accordance with Section 300A of the Corporations Act.

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.

Trading Day means a day determined by ASX to be a trading day and notified to market participants being:

• (a) a day other than:
  • (i) a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and
  • (ii) any other day which ASX declares and publishes is not a trading day; and
• (b) notwithstanding (a), a day which for the purposes of settlement, ASX declares is a trading day notwithstanding that dealings between market participants are suspended on that day.

WST means Western Standard Time, as observed in Perth, Western Australia.

Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

APPOINTMENT OF PROXY Redstone Resources Limited ACN 090 169 154 (Company)

ANNUAL GENERAL MEETING

I/We
of
	being a member of Redstone Resources Limited entitled to attend and vote at the AnnualGeneral Meeting, hereby
Appoint
	Name of proxy
OR	the Chair as your 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 Annual General Meeting to be held at Country Women's Association of WA (Inc) House, 1176 Hay Street, West Perth Western Australia, at 10.30am Western Standard Time on Friday, 27 November 2015, and at any adjournment thereof.

I/we acknowledge that the Chair intends to vote all undirected/available proxies in favour of Resolutions 1 through to 6 (inclusive).

Voting on Business of the Annual General Meeting
		FOR	AGAINST	ABSTAIN
Resolution 1	Re-election of Mr Edward van Heemst
Resolution 2	Re-election of Mr Richard Homsany
Resolution 3	Adoption of Remuneration Report
Resolution 4	Approval of Issue of Placement Shares
Resolution 5	Approval of 10% Placement Capacity
Resolution 6	Approval of Employee Share Option Plan

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 to be counted in computing the required majority on a poll.

PROXY FORM

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

Continued overleaf

Important for Resolutions 3 and 6

Where I/we have appointed the Chair as my/our proxy or the Chair becomes my/our proxy by default, I/we expressly authorise the Chair to exercise my/our proxy in respect of Resolutions 3 and 6 (except where I/we have indicated a different voting intention above) and acknowledge that the Chair may exercise my/our proxy even though Resolutions 3 and 6 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Signature of Member(s):	Date: ______________________
_______________________Individual or Member 1	Member 2	Member 3
Sole Director/Company Secretary	Director	Director/Company Secretary
Contact Name: ______________________________________ Contact Ph (daytime): ______________________________

Instructions for Completing 'Appointment of Proxy' Form

• 1. (Appointing a Proxy): A Shareholder 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 or number of the Shareholder's voting rights. If a Shareholder appoints two proxies and the appointment does not specify this proportion or number, each proxy may exercise half the votes. Fractions will be disregarded. A duly appointed proxy need not be a Shareholder.
• 1. (Direction to Vote): A Shareholder 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 subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.
• 1. (Proxy Voting): Sections 250BB and 250BC of the Corporations Act broadly provide 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 are 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 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).

Instructions for Completing 'Appointment of Proxy' Form continued on next page

If a proxy is also a Shareholder, the proxy can cast any votes the proxy holds as a Shareholder in any way that the proxy sees fit.

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 Shareholders; and
• the appointed proxy is not the Chair; 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 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.

4. (Signing Instructions):

• (Individual): Where the holding is in one name, the Shareholder must sign.
• (Joint Holding): Where the holding is in more than one name, all of the Shareholders 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 Shareholders 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 Shareholder is suspended while the Shareholder is present at the Annual General Meeting.
• 1. (Return of Proxy Form): To vote by proxy, please complete and sign the Proxy Form enclosed and either:
  • (a) deliver the Proxy Form by hand to the Company's registered office at 60 Havelock Street, West Perth WA 6005;
  • (b) send the Proxy Form by post to Redstone Resources Limited, PO Box 8646, Perth Business Centre, Western Australia, 6849;
  • (c) send the Proxy Form by facsimile to the Company on facsimile number (08) 9328 2660 (International: + (61 8) 9328 2660); or
  • (d) return the Proxy Form using the enclosed Reply Paid envelope,

so that it is received not later than 10.30am WST on 25 November 2015.

Proxy forms received later than this time will be invalid.