RIEDEL RESOURCES LIMITED — AGM Information 2015

Oct 21, 2015

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Riedel Resources Limited ACN 143 042 022

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Annual General Meeting to be held at Level 3, 88 William Street, Perth WA 6000 on 27 November 2015 commencing at 10 a.m. (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.

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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 Level 3, 88 William Street, Western Australia on 27 November 2015 commencing at 10 a.m. (AWST).

ORDINARY BUSINESS

1. Financial Statements and Reports

To receive and consider the annual financial report, together with the Directors’ and auditor’s reports for the year ending 30 June 2015.

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 2015 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 KMP’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 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.

4. Resolution 3 – 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.”

By Order of the Board of Directors

Leonard Math Company Secretary Riedel Resources Limited

20 October 2015

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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 5 pm (AWST) on 25 November 2015. This is because, in accordance with the Corporations Regulations 2001 (Cth), the Board 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 10 am (AWST) on 25 November 2015, 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, 6 Richardson Street, West Perth, Western Australia 6005,

By mail

PO Box 1559, West Perth, Western Australia 6872

By fax (08) 9486 7375

By email

j.moore@riedelresources.com.au

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.

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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 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 2015;

• 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 20 November 2015. 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.

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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 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 2016 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 2016 annual general meeting. All of the Directors who were in office when the Company’s 2016 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.

At the Company’s 2014 Annual General Meeting more than 93% of the votes cast on the resolution for adoption of the Remuneration Report were in favour of the resolution and no comments were made on the Remuneration Report at that meeting.

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 (rounded upwards in case of doubt) 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.

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

Resolution 2 – 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. He was appointed as a non-executive Director of Wild Acre Metals Limited on 8 September 2014.

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

Resolution 3 – Mr Ed Turner

Mr Turner joined the company as Exploration Manager in July 2011. He was appointed to the Board as Technical Director in December 2012. Prior to this he 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.

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

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

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Glossary

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

Annual Report the annual report of the Company for the financial year ended 30 June 2015. 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 dependent 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). Listing Rules the ASX Listing Rules published and distributed by ASX. Notice the notice of annual general meeting accompanying the Explanatory Statement.

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Ordinary Resolution	a resolution that has been passed by at least 50% of the votes
	cast by shareholders entitled to vote on the resolution.
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.
Special Resolution	a resolution that has been passed by at least 75% of the votes
	cast by shareholders entitled to vote on the resolution.
VWAP	the volume weighted average price.

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ACN 143 042 022 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 of the meeting OR you are appointing if this person is (mark with an ‘X’) someone 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 Level 3, 88 William Street, Perth, Western Australia on 27 November 2015 at 10 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*	Against Abstain*	Against Abstain*	Against Abstain*	Against Abstain*
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mr Jeffrey Moore
Resolution 3	Re-election of Director – Mr Ed Turner

*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	This section must be signed in accordance with the instructions attached to enable your	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

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:

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 10 am (AWST) on 25 November 2015. 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, 6 Richardson Street, West Perth Western Australia 6005 or sent by facsimile to the registered office on (08) 9486 7375 or by email at j.moore@riedelresources.com.au.