RIEDEL RESOURCES LIMITED — AGM Information 2013

Oct 24, 2013

==> picture [156 x 65] intentionally omitted <==

Suite 1, 45 Ord Street West Perth Western Australia 6005 Tel: +61 8 9226 0866 Fax: +61 8 9486 7375 PO Box 1559, West Perth Western Australia 6872 www.riedelresources.com.au ABN: 91 143 042 022 ASX: RIE, RIEO

25 October 2013

Company Announcements Platform Australian Securities Exchange 10[th] Floor, 20 Bond Street Sydney NSW 2000

Dear Sir/Madam

ASX: RIE – NOTICE OF ANNUAL GENERAL MEETING

Following is a copy of the Notice of Annual General Meeting being dispatched to shareholders on Monday 28 October 2013.

Yours sincerely

==> picture [87 x 45] intentionally omitted <==

Sue Symmons Company Secretary

==> picture [65 x 104] intentionally omitted <==

==> picture [293 x 110] intentionally omitted <==

Riedel Resources Limited ACN 143 042 022

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Annual General Meeting to be held at Suite 1, 45 Ord Street, West Perth on 28 November 2013 commencing at 8.30am (AWST).

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to 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 of Shareholders of Riedel Resources Limited ACN 143 042 022 (“ Company ”) will be held at Suite 1, 45 Ord Street, West Perth, Western Australia on 28 November 2013 commencing at 8.30am (AWST).

ORDINARY BUSINESS

1. Financial Statements and Reports

To receive and consider the annual financial report, together with the Director’s and auditor’s reports for the year ending 30 June 2013.

2.

Resolution 1 – Approval of Remuneration Report

To consider and, if thought fit, pass the following advisory only resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ending 30 June 2013 be approved.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion

In accordance with the Corporations Act, the Company will disregard:

(a) any votes cast (in any capacity) on Resolution 1 by or on behalf of:(i) a member of the Key Management Personnel listed in the Remuneration Report (KMP); or

• (ii) a KPM’s Closely Related Party; and

(b) any votes cast as a proxy on Resolution 1 by any other person who is a member of the KMP at the date of the meeting, or by a Closely Related Party of any such person. However the Company need not disregard a vote cast on Resolution 1 if it is cast:

(a) by any person referred to above as proxy for a person entitled to vote on the Resolution, in accordance with a direction in the proxy appointment specifying how the proxy is to vote on the Resolution; or (b) by the Chairman of the meeting as proxy for a person entitled to vote on the Resolution where the proxy appointment does not specify the way the proxy is to vote on the Resolution and expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.

Please read the information under the heading ‘Chairman as proxy’ which deals with the Chairman’s voting of undirected proxies on Resolution 1. If you are a member of the KMP or a Closely Related Party of any such member, you may be held liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company will disregard.

3. Resolution 2 – Re-election of a Director – Mr Ed Turner

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

“That, for all purposes, Mr Ed Turner, who retires by rotation in accordance with clause 13.2 of the Constitution and, being eligible, offers himself for re-election, is re-elected as a Director.

4. Resolution 3 – Re-election of a Director – Mr Jeffrey Moore

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

“That, for all purposes, Mr Jeffrey Moore, who retires by rotation in accordance with clause 13.2 of the Constitution and, being eligible, offers himself for re-election, is re-elected as a Director.”

5. Resolution 4 – Approval of 10% Placement Facility

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the

2

time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

Voting Exclusion

Under Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by:-

• (a) persons who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary shares, if the Resolution is passed; and

• (b) an associate of that person.

However the Company need 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 direction on the Proxy Form; or

• (b) it is cast by the Chairman of the meeting as proxy for the person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

By Order of the Board of Directors

==> picture [164 x 79] intentionally omitted <==

---

Sue Symmons Company Secretary Riedel Resources Limited

23 October 2013

3

ENTITLEMENT TO ATTEND AND VOTE

You will be entitled to attend and vote at the Annual General Meeting if you are registered as a Shareholder of the Company as at 8.30 a.m. (AWST) on 26 November 2013. This is because, in accordance with the Corporations Regulations 2001 (Cth), the Board of Directors has determined that the Shares on issue at that time will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

HOW TO VOTE

Voting in person

Shareholders who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting if possible, so that their holding may be checked against the Company’s register of members and attendances recorded.

Corporate representatives

A body corporate, which is a Shareholder or which has been appointed as a proxy, may appoint an individual to act as its corporate representative at the meeting in accordance with section 250D of the Corporations Act. The appropriate appointment document must be produced prior to admission. A form of the certificate can be obtained from the Company’s registered office.

Voting by proxy

A Shareholder who is entitled to attend and cast a vote at the meeting may appoint a proxy. A proxy need not be a Shareholder and may be an individual or body corporate. If a body corporate is appointed as a proxy it must appoint a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the meeting (see above).

A Shareholder who is entitled to cast two or more votes may appoint two proxies to attend the meeting and vote on their behalf and may specify the proportion or a number of votes each proxy is appointed to exercise. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions). If you wish to appoint a second proxy, you may copy the enclosed proxy form or obtain a form from the Company’s registered office.

To be effective for the scheduled meeting a proxy appointment (and any power of attorney or other authority under which it is signed or otherwise authenticated, or a certified copy of that authority) must be received at an address or fax number below no later than 8.30 a.m. 26 November 2013, being 48 hours before the time of the meeting, Any proxy appointment received after that time will not be valid for the scheduled meeting.

In person

Registered Office Suite 1, 45 Ord Street, West Perth, Western Australia 6005,

By mail

PO Box 1559, West Perth, Western Australia 6872

By fax

(08) 9486 7375

For further information concerning the appointment of proxies and the ways in which proxy appointments may be submitted, please refer to the enclosed proxy form.

Voting by attorney

A Shareholder may appoint an attorney to attend and vote on their behalf. For an appointment to be effective for the meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at one of the addresses listed above for the receipt of proxy appointments at least 48 hours prior to the commencement of the meeting.

Chairman as proxy

If you appoint a proxy, the Company encourages you to consider directing them how to vote by marking the appropriate box on each of the proposed Resolutions.

If a Shareholder entitled to vote on a Resolution appoints the Chairman of the meeting as their proxy (or the Chairman becomes their proxy by default) and the Shareholder does not direct the Chairman how to vote on the Resolution:-

• The Chairman intends to vote in favour of the Resolution, as proxy for that Shareholder on a poll; and

• For Resolution 1, the Shareholder will have given the Chairman express authority to vote as the Shareholder’s proxy on the relevant resolution even though the resolution is connected directly or indirectly with the

4

remuneration of a member of the KMP for the Company and even though the Chairman is a member of the KMP, unless the Shareholder expressly indicates to the contrary in the proxy appointment.

If you do not want to put the Chairman of the meeting in the position to cast your votes in favour of any of the proposed Resolutions, you should complete the appropriate box on the proxy form, directing your proxy to vote against, or to abstain from voting, on the resolution.

Other members of KMP as proxy

If a Shareholder appoints a Director (other than the Chairman of the meeting) or another member of KMP (or a Closely Related Party of any such person) as their proxy and does not direct the proxy how to vote on Resolution 1 by marking the ‘For’, ‘Against’ or ‘Abstain’ box opposite the relevant Resolution on the proxy appointment, the proxy will not be able to exercise the Shareholder’s proxy and vote on their behalf on the relevant Resolution.

QUESTIONS FROM SHAREHOLDERS

The Chairman of the meeting will allow a reasonable opportunity for Shareholders at the meeting to ask questions about and make comments on the management of the Company and on the Financial Report, the Directors’ Report (including the Remuneration Report) and the Auditor’s Report (Reports), as well as each of the Resolutions to be considered at the meeting.

A representative of the Company’s auditor will attend the meeting. During the meeting’s consideration of the Reports, the Chairman of the meeting will allow a reasonable opportunity for Shareholders at the meeting to ask the auditor’s representative questions relevant to the:-

• Conduct of the audit;

• Preparation and content of the Auditor’s Report for the financial year ended 30 June 2013;

• Accounting policies adopted by the Company in relation to the preparation of the financial statements contained in the Financial Report for that year; and

• Independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to the Company’s auditor if the question is relevant to the content of the Auditor’s Report or the conduct of the audit.

If you wish to submit a question in advance of the meeting, you may do so by sending your question to one of the addresses or facsimile numbers above by no later than 21 November 2013. The Company and the auditor will attempt to respond to as many of the more frequently asked questions as possible. Due to the large number of questions that may be received, the Company and the auditor will not be replying on an individual basis.

5

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolution in the accompanying Notice.

This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1. Financial Statements and Reports

The Corporations Act requires the annual financial report, the directors’ report and the auditor’s report for the last financial year to be laid before the Annual General Meeting. The financial statements and reports are contained in the Company’s Annual Report. Shareholders who have elected to receive the Annual Report will have been provided with a copy. The Annual Report is also available on ASX’s website.

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports.

2. Resolution 1 – Approval of Remuneration Report

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. However, section 250R(3) of the Corporations Act expressly provides that the vote on this Resolution is advisory only and does not bind the Directors of 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 Annual Report.

If at least 25% of the votes on the Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s 2014 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of the Directors (“ Spill Resolution ”).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (“ Spill Meeting ”) within 90 days of the Company’s 2014 annual general meeting. All of the Directors who were in office when the Company’s 2014 Directors’ report was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election is approved will be the directors of the Company.

In accordance with section 250SA of the Corporations Act, the Chairman will provide a reasonable opportunity for discussion of the Remuneration Report at the Annual General Meeting.

3. Resolutions 2 and 3 – Re-election of Directors

In accordance with Listing Rule 14.4 and clause 13.2 of the Constitution, at every annual general meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement.

In determining the number and identity of the Directors to retire by rotation, the Managing Director and any Director seeking election after appointment by the Board to fill a casual vacancy are not taken into account.

6

The following Directors retire by rotation at this Annual General Meeting and, being eligible, offers themselves for re-election.

Resolution 2 – Mr Ed Turner

Mr Turner has accumulated 25 years of experience as a geologist in Australia and overseas, with primary focus on gold, nickel, uranium and base metals exploration and underground gold mining. He has extensive experience in project review, due diligence and acquisition.

More specifically, Mr Turner has established exploration teams and managed exploration programmes in Romania, Ukraine, Brazil and the Democratic Republic of Congo for companies including RSG Global (now Coffey Mining), Anvil Mining and Cougar Metals. In Romania, Mr Turner led the exploration team that added 5 million ounces of gold to the Rosia Montana gold project in a twelve month period.

The Board (excluding Mr Ed Turner) recommends that Shareholders vote in favour of Resolution 2.

Resolution 3 – Mr Jeffrey Moore

Mr Moore is a geologist with extensive technical, managerial and project finance experience in exploration and mining for publicly listed companies. During his career, he has generated and managed projects for commodities including precious metals, base metals, diamonds, nickel and industrial minerals throughout Australia, Central and South America, Africa and Asia.

Mr Moore has held previous directorships with Allied Gold Limited from 2004 to 2008, Great Australian Resources Limited from 2005 to 2007, Abra Mining Limited from 2006 to 2011, Alchemy Resources Limited from 2010 to 2011, and Cougar Metals NL from 2008 to 2012.

Mr Moore is also a Corporate Member of the Australasian Institute of Mining and Metallurgy and a Member of the Geological Society of Australia.

The Board (excluding Mr Jeffrey Moore) recommends that Shareholders vote in favour of Resolution 3.

4. Resolution 4 – Approval of 10% Placement Facility

4.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities totalling up to 10% of its issued share capital through placements over a 12 month period after the entity’s annual general meeting (“ 10% Placement Facility ”). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of 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.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to Section 4.2(c) below).

The Board believes that Resolution 4 is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution.

7

4.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of the Notice, the Company has only one quoted class of Equity Securities on issue, being the Shares.

(c) Formula for calculating 10% Placement Facility

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

A is the number of shares on issue 12 months before the date of issue or agreement:

plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

plus the number of partly paid shares that became fully paid in the 12 months;

plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

less the number of fully paid shares cancelled in the 12 months.

Note: A has the same meaning as in 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 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 Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to Section 4.2(c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days immediately before:

8

• (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 Section 4.2(e)(i), the date on which the Equity Securities are issued.

• (f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX (“ 10% Placement Period ”).

4.3 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, the following information is provided to Shareholders in relation to the 10% Placement Facility:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 trading days 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 ASX trading days of the date in Section 4.3(a)(i), the date on which the Equity Securities are issued.

• (b) If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

• (iii) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific

9

placements under Listing Rule 7.1 that are approved at a future meetings of Shareholders; and

• (iv) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable A in Listing Rule 7.1A.2			Dilution
		$0.004 50% decrease in Market Price	$0.008 Current Market Price	$0.016 100% increase in Market Price
Current Variable A 108,364,246	10% Voting Dilution	10,836,425 Shares	10,836,425 Shares	10,836,425 Shares
	Funds raised	$43,345.70	$86,691.40	$173,382.80
50% increase in current Variable A 162,546,369	10% Voting Dilution	16,254,637 Shares	16,254,637 Shares	16,254,637 Shares
	Funds raised	$65,018.55	$130,037.09	$260,074.19
100% increase in current Variable A 216,728,492	10% Voting Dilution	21,672,849 Shares	21,672,849 Shares	21,672,849 Shares
	Funds raised	$86,691,40	$173,382.79	$346,765.58

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

2. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

3. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

4. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

5. The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

6. The issue price is $0.008, being the closing price of the Shares on ASX on 22 October 2013.

7. (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).

8. (d) The Company may issue Equity Securities under the 10% Placement Facility to raise funds for geochemical sampling and drilling on the Company’s projects.

The Company may also issue Equity Securities for non-cash consideration, such as for the acquisition of new assets or investments. If the Company issues Equity Securities for noncash consideration, the Company will release a valuation of the non-cash consideration that demonstrates that the issue price of the Equity Securities complies with Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon any issue of Equity Securities.

• (e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the purpose of the issue;

• (ii) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issues in which existing security holders can participate;

10

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but are likely to be investors which are sophisticated and/or professional investors, who are not related parties of the Company, for the purposes of section 708 of the Corporations Act.

If the Company is successful in acquiring new resource assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

• (f) In the 12 months preceding the date of the Annual General Meeting, the Company has issued 28,488,684 Equity Securities. This represents 26.8% of the total number of Equity Securities on issue at the commencement of that 12 month period.

Details of all issues of Equity Securities by the Company during the 12 months preceding the date of the Annual General Meeting are as follows:

Date of issue	4 December 2012
Number issued	7,111,107
Class/Type ofequity security:	Shares
Summary of terms:	The Shares rank equally in all respects with existing ordinary sharesinthe Company
Names of persons who received securities or basis on which those persons was determined:	The shares were issued to clients of Oracle Securities who at the time of issue were sophisticated and professional investors under section 708 ofthe CorporationsAct
Price:	$0.075 each
Discount tomarket price (ifany):	17.13% to the15 dayVWAPas at the date of issue
Totalcashconsideration received:	$533,333
Amount of cash consideration spent:	The full amount of $533,333 has been spent as follows:- Marymia Project - $226,000 – drilling - $165,500 – wages and salaries - $4,000 – general exploration costs Bronzewing South Project - $900 – share rates and fees, wages and salaries Chariteris Creek Project - $775 – shire rates and fees - $18,257 – wages and salaries Cheritons Find Project - $31,840 – wages and salaries Milrose Project - $4,200 – shire rates and fees - $44,500 - wages and salaries Burkina Faso Project - $5,000 – tenement management Corporate Expenditure - Balance-$32,361 –general working capital
Use of cash consideration:	n/a
Intended use for remaining amount of cash (ifany)	n/a

11

Date of issue	4 December 2012
Number issued	7,111,107
Class/Type ofequity security:	Unlisted Options
Summary ofterms:	Exercisable at $0.15 onorbefore 31January2016
Names of persons who received securities or basis on which those persons was determined:	The Options were issued to clients of Oracle Securities who at the time of issue were sophisticated and professional investors under section 708 ofthe CorporationsAct
Price:	Nil –attachingfree optionprorata ona1:1basis.
Discount tomarket price (ifany):	n/a
Totalcashconsideration received:	nil
Amount ofcashconsiderationspent:	n/a
Use ofcashconsideration:	n/a
Intended use for remaining amount of cash (if any)	n/a
Current value:	$0.0395 per option
Date of issue	11 December 2012
Number issued	1,250,000
Class/Type of equity security:	Unlisted Options
Summary of terms:	Exercisable at $0.15 on or before 31 January 2018
Names of persons who received securities or basis on which those persons was determined:	The Options were issued to the Company’s Corporate Adviser by way of incentive/remuneration in relation to the Placement completed on 4 December 2012.
Price:	Nil
Discount to market price (if any):	n/a
Total cash consideration received:	n/a
Amount of cash consideration spent:	n/a
Use ofcashconsideration:	n/a
Intended use for remaining amount of cash (ifany)	n/a
Currentvalue:	$0.052

Date of issue	7 May2013
Number issued	1,712,333
Class/Type ofequity security:	Unlisted Options
Summary ofterms:	Exercisable at $0.10 onorbefore 30April 2015
Names of persons who received securities or basis on which those persons was determined:	The Options were issued to sophisticated and professional investors under section 708 of the Corporations Act.
Price:	Nil-attaching free option pro rata on a 1:1 basis
Discount to market price (if any):	n/a
Total cash consideration received:	n/a
Amount of cash consideration spent:	n/a
Use of cash consideration:	n/a
Intended use for remaining amount of cash (ifany)	n/a
Currentvalue:	$0.0115

12

Date of issue	8May2013
Number issued	1,712,333
Class/Type ofequity security:	Shares
Summary of terms:	The Shares rank equally in all respects with existing ordinary sharesinthe Company
Names of persons who received securities or basis on which those persons was determined:	The Shares were issued to sophisticated and professional investors under section 708 of the CorporationsAct.
Price:	$0.06
Discount tomarket price (ifany):	50% premiumtomarket price
Totalcashconsideration received:	$93,703
Amount ofcashconsiderationspent:	$93,703
Use of cash consideration:	The full amount of $93,703 was spent as follows:- Marymia Project - $41,200 – shire rates and fees - $3,040 – geological consultants - $38,700 – wages and salaries Bronzewing South Project - $270 – share rates and fees - $1,970 - wages and salaries Chariteris Creek Project - $8,523 – wages and salaries
Intended use for remaining amount of cash (ifany)	n/a
Date of issue	27June2013
Number issued	266,667
Class/Type ofequity security:	Shares
Summary of terms:	The Shares rank equally in all respects with existing ordinary shares in the Company
Names of persons who received securities or basis on which those persons was determined:	The Shares were issued to the broker acting for the Company in relation to the Convertible Note Deed Tranche 1 at 6% of gross funds raised payable in shares in lieu of broker fees.
Price:	$0.036
Discount to market price (if any):	100% premium to market price
Total cash consideration received:	$9,600
Amount of cash consideration spent:	$9,600
Use of cash consideration:	Tenement expenditures and general working capital
Intended use for remaining amount of cash (ifany)	n/a
Date of issue	27June2013
Number issued	4,000,000
Class/Type ofequity security:	Unlisted Options
Summary of terms:	Exercisable at $0.052 on or before 31 December 2016
Names of persons who received securities or basis on which those persons was determined:	The Options were issued to sophisticated and professional investors under section 708 of the Corporations Act under the Convertible Note Deed Tranche 1.
Price:	Nil-attaching free option pro rata on a 25:1 basis
Discount to market price (if any):	n/a
Total cash consideration received:	n/a
Amount of cash consideration spent:	n/a
Use of cash consideration:	n/a
Intended use for remaining amount of cash (ifany)	n/a
Currentvalue:	$0.0126

13

Date of Issue:	2July2013
Number issued	160,000
Class/Type ofequity security:	ConvertibleNotes
Summary of terms:	(a) An interest rate of 8% is payable quarterly in arrears in cash or freely tradeable Fully Paid Ordinary Shares in the Company at the Noteholder’s discretion with such shares to be issued at a price per share equal to the lower of 90% of the 10 consecutive trading day volume weighted average price (‘VWAP’) on the ASX prior to the relevant quarterly interest payment notice. (b) The Convertible Notes can be converted in full or any part thereof into freely tradeable Fully Paid Ordinary Shares (‘Conversion Shares’) at the Company’s sole discretion at any time after 30 June 2013. The Conversion Shares will be issued at a price per share equal to the lower of 90% of the 10 consecutive trading day VWAP on the ASX prior the relevant conversion notice. .
Names of persons who received securities or basis on which those persons was determined:	The Convertible Notes were issued to sophisticated and professional investors under section 708 of the Corporations Act under the Convertible Note Deed Tranche1.
Price:	$1.00
Discount tomarket price (ifany):	n/a
Totalcashconsideration received:	$325,000
Amount ofcashconsiderationspent:	Nil
Use ofcashconsideration:	n/a
Intended use for remaining amount of cash (if any)	General working capital on the Company’s various projects
Currentvalue:	$1.00

14

Date of Issue:	6 September 2013
Number issued	165,000
Class/Type ofequity security:	ConvertibleNotes
Summary of terms:	(a) An interest rate of 8% is payable quarterly in arrears in cash or freely tradeable Fully Paid Ordinary Shares in the Company at the Noteholder’s discretion with such shares to be issued at a price per share equal to the lower of 90% of the 10 consecutive trading day volume weighted average price (‘VWAP’) on the ASX prior to the relevant quarterly interest payment notice. (b) The Convertible Notes can be converted in full or any part thereof into freely tradeable Fully Paid Ordinary Shares (‘Conversion Shares’) at the Company’s sole discretion at any time after 30 June 2013. The Conversion Shares will be issued at a price per share equal to the lower of 90% of the 10 consecutive trading day VWAP on the ASX prior the relevant conversion notice. .
Names of persons who received securities or basis on which those persons was determined:	The Convertible Notes were issued to sophisticated and professional investors under section 708 of the Corporations Act under the Convertible Note Deed Tranche 2.
Price:	$1.00
Discount to market price (if any):	n/a
Total cash consideration received:	$325,000
Amount of cash consideration spent:	Nil
Use of cash consideration:	n/a
Intended use for remaining amount of cash (ifany)	General working capital on the Company’s various projects
Currentvalue:	$1.00
Date of issue:	6 September 2013
Number issued	4,125,000
Class/Type ofequity security:	Unlisted Options
Summary of terms:	Exercisable at $0.052 on or before 31 December 2016.
Names of persons who received securities or basis on which those persons was determined:	The Options were issued to sophisticated and professional investors under section 708 of the Corporations Act under the Convertible Note Deed Tranche2.
Price:	Nil -attachingfree optionprorata ona25:1basis
Discount tomarket price (ifany):	n/a
Totalcashconsideration received:	Nil
Amount ofcashconsiderationspent:	n/a
Use ofcashconsideration:	n/a
Intended use for remaining amount of cash (if any)	n/a
Currentvalue:	$0.0025 perOption

15

Date of issue	17October 2013
Number issued	275,000
Class/Type ofequity security:	Shares
Summary of terms:	The Shares rank equally in all respects with existing ordinary shares in the Company
Names of persons who received securities or basis on which those persons was determined:	The Shares were issued to the broker acting for the Company in relation to the Convertible Note Deed Tranche 2 at 6% of gross funds raised payable in sharesin lieu ofbroker fees.
Price:	$0.036
Discount tomarket price (ifany):	n/a
Totalcashconsideration received:	$275,000
Amount ofcashconsiderationspent:	Nil
Use ofcashconsideration:	n/a
Intended use for remaining amount of cash (ifany)	General working capital on the Company’s various projects
Date of issue	17October 2013
Number issued	600,137
Class/Type ofequity security:	Shares
Summary of terms:	The Shares rank equally in all respects with existing ordinary sharesinthe Company
Names of persons who received securities or basis on which those persons was determined:	The Shares were issued to the sophisticated and professional investors under section 708 of the Corporations Act in consideration of interest payment underthe ConvertibleNoteDeedTranche1and2
Price:	$0.0067
Discount to market price (if any):	90% of the 10 consecutive trading day VWAP prior to the relevant quarterly interest payment.
Totalcashconsideration received:	Nil
Amount ofcashconsiderationspent:	n/a
Use ofcashconsideration:	n/a
Intended use for remaining amount of cash (ifany)	n/a
Currentvalue:	$0.0067

(g) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

16

Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

10% Placement Facility has the meaning given in Section 4.1. 10% Placement Period has the meaning given in Section 4.2(f). Annual Report the annual report of the Company for the financial year ended 30 June 2013. Annual General Meeting the annual general meeting convened by this Notice.

ASX ASX Limited ACN 008 624 691 trading as the Australian Securities Exchange.

AWST Australian Western Standard Time, being the time in Perth, Western Australia.

Board

the board of Directors.

Chairman the chairman of the Annual General Meeting. Closely Related Party a closely related party of a member of Key Management Personnel as defined in Section 9 of the Corporations Act, being:

• (a) a spouse or child of the member;

• (b) a child of that member’s spouse;

• (c) a dependant of that member or of that member’s spouse;

• (d) anyone else who is one of that member’s family and may be expected to influence that member, or be influenced by that member, in that member’s dealings with the Company;

• (e) a company that is controlled by that member; or

• (f) any other person prescribed by the regulations.

Constitution the constitution of the Company. Company Riedel Resources Limited ACN 143 042 022.

Corporations Act Corporations Act 2001 (Cth). Director a director of the Company. Equity Securities has the meaning given in the Listing Rules. Explanatory Statement the explanatory statement accompanying the Notice. Key Management Personnel the key management personnel of the Company as defined in Section 9 of the Corporations Act and Australian Accounting Standards Board accounting standard 124, being 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).

17

Listing Rules	the ASX Listing Rules published and distributed by ASX.
Notice	the notice of annual general meeting accompanying the
	Explanatory Statement.
Proxy Form	the proxy form attached to the Notice.
Remuneration Report	the section of the Directors’ Report contained in the Annual
	Report entitled “Remuneration Report”.
Resolution	a resolution contained in the Notice.
Section	a section contained in the Explanatory Statement.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a holder of Shares.
VWAP	the volume weighted average price.

18

ACN 143 042 022

==> picture [93 x 35] intentionally omitted <==

PROXY FORM

Shareholder Details

Name: ......................................................................................................................................................................................................... Address: ......................................................................................................................................................................................................... Contact Telephone No: ............................................................................................................................................................................. Contact Email Address: ............................................................................................................................................................................. Contact Name (if different from above): ................................................................................................................................................

Step 1: Appointment of Proxy

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

The Chairman Write here the name of the person you of the meeting OR are appointing if this person is someone (mark with an ‘X’) other than the Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and 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 Riedel Resources Limited to be held at Suite 1, 45 Ord Street, West Perth, Western Australia on 28 November 2013 at 8.30 am AWST and at any adjournment of that meeting.

Chairman authorised to exercise proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default) and am/are entitled to vote on the relevant Resolution, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in relation to Resolution 1 (and any motion for amendment of, or any procedural motion relating to that resolution) even though that resolution (and any such motion) may be connected directly or indirectly with the remuneration of a member of the key management personnel for the Company, and even though the Chairman is a member of the key management personnel.

If the Chairman of the Meeting is (or becomes) your proxy, you can direct the Chairman how to exercise your proxy on Resolution 1 by marking the appropriate box below.

Chairman to vote undirected proxies in favour: I/we acknowledge that the Chairman of the Meeting intends to vote undirected proxies in favour of each of the proposed Resolutions (to the extent permitted by law).

______________

____

Step 2: Voting directions to your proxy – please mark to indicate your directions Special Business For Against Abstain* Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of a Director – Mr Ed Turner Resolution 3 Re-election of a Director – Mr Jeffrey Moore Resolution 4 Approval of 10% Placement Facility

*If you mark the Abstain box for a particular Resolution, 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 computing the required majority on a poll.

Appointment of a second proxy (see instructions attached).

• If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

%

PLEASE SIGN HERE This section must be signed in accordance with the instructions attached to enable your directions to be implemented

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

19

How to complete this Proxy Form

Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If shares are jointly held, please ensure the name and address of each joint Shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. 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 Shareholder of the Company.

Votes on Resolutions

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

Appointment of a Second Proxy

You are entitled to appoint up to two persons as 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 on 08 9226 0866 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

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 Shareholders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the
	Company’s share registry. If you have not previously lodged this document for notation,
	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, this
	form must be signed by that person. If the Company (pursuant to section 204A of the
	Corporations Act 2001) does not have a Company Secretary, a Sole Director can also
	sign alone. Otherwise this form must be signed by a Director jointly with either another
	Director or a Company Secretary. Please indicate the office held by signing in the
	appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate can be obtained from the Company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. ie. no later than 8.30am on 26 November 2012. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at Suite 1, 45 Ord Street, West Perth Western Australia 6005 or sent by facsimile to the registered office on (08) 9486 7375.

20