RIEDEL RESOURCES LIMITED — Proxy Solicitation & Information Statement 2012

May 13, 2012

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Riedel Resources Limited ACN 143 042 022

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

General Meeting to be held at Suite 1, 45 Ord Street, West Perth on 15 June 2012 commencing at 8:30am (WST).

This Notice of 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 GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Riedel Resources Limited (ACN 143 042 022) (“Company”) will be held at Suite 1, 45 Ord Street, West Perth on 15 June 2012 commencing at 8:30am (WST).

BUSINESS

1. Resolution 1: Ratification of Previous Issue of Shares

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, approval be and is hereby given to ratify the prior issue of 7,973,914 fully paid ordinary shares at 11.5 cents per Share to Sophisticated Investors and Professional Investors for the purposes and on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this resolution by any person who participated in the issue the subject of this resolution and any person associated with those persons. However, the Company need not disregard any vote if 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Resolution 2: Further Issue of Shares

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, approval be and is hereby given to allot and issue up to 11,156,521 fully paid ordinary shares in the Company at 11.5 cents per Share to Sophisticated Investors and Professional Investors for the purposes and on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue or a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However the Company need not disregard any vote if 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of General Meeting and should be read in conjunction with it.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of General Meeting and the Explanatory Statement.

Proxies

Please note that:

• (a) a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company;

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5:00pm (WST) on 13 June 2012. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the General Meeting.

By Order of the Board of Directors

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Bruce Franzen Executive Director Riedel Resources Limited

8 May 2012

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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 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 of General Meeting.

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

1. Background

On 24 April 2012 the Company announced the agreement to issue up to a total of 19,130,435 Shares by way of a two tranche placement to Sophisticated and Professional Investors (“Placement”). Patersons Securities Limited (“Patersons”) has been appointed as sole Lead Manager to the Placement.

The Placement will raise up to approximately $2,200,000 (before costs) by the:

• issue of up to 7,973,914 Shares to Sophisticated or Professional Investors at 11.5 cents per share (being the subject of Resolution 1); and

• subject to Shareholder approval, the issue of up to a further 11,156,521 Shares to Sophisticated or Professional Investors at 11.5 cents per Share (being the subject of Resolution 2).

Patersons will act as sole Lead Manager to the Placement. Patersons’ tasks and responsibilities will be to provide the Company with assistance in arranging the Placement as is customary and appropriate in transaction of this nature.

Patersons’ will be remunerated for their services under the Mandate as follows:

• a management fee of 1% of the total gross amount placed under the Placement; and

• a placement fee of 4% of the total gross amount placed in the Placement.

The Mandate otherwise contains further provisions, including warranties, indemnities and termination clauses, which are considered customary and appropriate in a transaction of this nature.

2. Resolution 1 – Ratification of Previous Issue of Shares

Shareholder approval is sought to ratify the 7,973,914 Shares previously issued by the Company pursuant to the Mandate and referred to in Resolution 1.

The Company allotted and issued such Shares on 7 May 2012 to Sophisticated and/or Professional Investors.

ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant here) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the

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company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company ratifies a prior issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing the company’s 15% capacity and enabling it to issue further securities up to that limit.

Resolution 1 proposes the ratification and approval of the allotment and issue of 7,973,914 Shares to Sophisticated Investors and Professional Investors for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

The information required to be provided to shareholders to satisfy ASX Listing Rule 7.4 is specified in ASX Listing Rule 7.5. In compliance with the information requirements of ASX Listing Rule 7.5, members are advised of the following particulars in relation to the ratification of the allotment and issue under Resolution 1:

(a) The number of securities allotted

A total of 7,973,914 Shares have been issued.

(b) The price of the securities

The Shares were issued at 11.5 cents per Share.

(c) The terms of the securities

The Shares were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue.

(d) The name of the allottees or the basis on which the allottees were determined

The Shares were issued pursuant to the Mandate to various clients of Patersons Securities Limited (in its capacity as lead manager of the placement) and which persons and/or entities were Sophisticated Investors and/or Professional Investors for the purposes of section 708(8) and 708(11) of the Corporations Act.

None of the Shares were issued to Directors or Related Parties of the Company.

(e) Intended use of the funds raised

$917,000 was raised from the issue of the Shares the subject of Resolution 1. These funds will be used for geochemical sampling and drilling on the Company’s projects.

3. Resolution 2 – Further Issue of the Shares

Resolution 2 is an ordinary resolution which seeks approval for the issue of up to 11,156,521 Shares to Sophisticated and Professional Investors pursuant to the terms of the Mandate between the Company and Patersons Securities Limited dated 4 April 2012. The material terms of the Mandate are summarised in section 1 of this Explanatory Statement.

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Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant here) prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of Shares on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Directors to issue the Shares pursuant to Resolution 2 without using the Company’s 15% annual capacity. Listing Rule 7.3 requires that certain information accompany the Notice of General Meeting in relation to an approval under Listing Rule 7.1. This information is set out below:

(a) The maximum number of securities to be issued

The maximum number of securities to be issued pursuant to Resolution 2 is 11,156,521 Shares.

(b) The date of allotment and issue of securities

The Shares to be issued pursuant to Resolution 2 will be allotted and issued to various clients of Patersons Securities Limited who are Sophisticated Investors and Professional Investors no later than three (3) months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(c) The issue price of the securities

The Shares will be issued at a price of 11.5 cents per Share.

(d) The names of the allottee of the securities

The Shares will be issued pursuant to the Mandate to various clients of Patersons Securities Limited (in its capacity as lead manager of the placement) and which persons and/or entities are Sophisticated Investors and/or Professional Investors for the purposes of section 708(8) and 708(11) of the Corporations Act.

None of the Shares will be issued to Directors or Related Parties of the Company.

(e) The terms of the securities

The Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue.

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(f) Intended use of the funds raised

Up to $1,283,000 will be raised from the issue of the Shares the subject of Resolution 2. These funds will be used as follows:

Use	Funds
Geochemical sampling and Drilling	858,000
Geophysical Surveys	315,000
Placement Fees	110,000
Total	$1,283,000

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Glossary

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

ASX

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

Board

the board of Directors.

Chairman Mr Ian Tchacos. 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. Explanatory Statement the explanatory statement accompanying the Notice of General Meeting. Glossary means this glossary of defined terms. Listing Rules the listing rules of ASX.

Glossary means this glossary of defined terms. Listing Rules the listing rules of ASX. Mandate means the corporate mandate between the Company and Patersons Securities Limited referred to in section 1 of the Explanatory Statement.

Notice or Notice of General Meeting the notice of general meeting accompanying the Explanatory Statement. Patersons means Patersons Securities Limited AFSL No. 239052. Professional Investor means an investor as defined in section 708(11) of the Corporations Act. Related Party means a party so defined by section 228 of the Corporations Act. Share a fully paid ordinary share in the capital of the Company. Shareholder a holder of Shares. Sophisticated Investor means an investor as defined in section 708(8) of the Corporations Act. WST Western Standard Time in Australia.

means a party so defined by section 228 of the Corporations Act.

Western Standard Time in Australia.

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Riedel Resources Limited ACN 143 042 022 PROXY FORM

Shareholder Details

Name: ……………………………………………………………………………………………………………………………………………….

Address: …………………………………………………………………………………………………………………………………………….

Contact Telephone No: …………………………………………………………………………………………………………………………….

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 following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the General Meeting of Riedel Resources Limited to be held at Suite 1, 45 Ord Street, West Perth on 15 June 2012 at 8:30am (WST) and at any adjournment of that meeting.

OR

The Chairman

of the meeting (mark with an ‘X’)

IMPORTANT:

In respect of Resolution 1 if the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him/her how to vote on Resolution 1, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on Resolution 1 (for which you have not given a direction) even if he/she has an interest in the outcome of Resolution 1 and that votes cast by him/her, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote on Resolution 1, the Chairman of the meeting will not cast your votes on Resolution 1 (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 1.

If the person you are appointing as your proxy is someone other than the Chairman of the meeting: Write the name of that person in the box below.

				You	must specify the % of your votes that you
			%	authorize your proxy to exercise if:
If you hold 2 or more Shares in Riedel Resources Limited, you may appoint a second				(a)	you have only appointed 1 proxy and do not
proxy:					want him/her to exercise all of your votes; or
Write the name ofyour secondproxy in the box below.				(b)	if you have appointed 2 proxies under this
			%		proxy form.

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the General Meeting of Riedel Resources Limited to be held at Suite 1, 45 Ord Street, West Perth on 15 June 2012 at 8:30am (WST) and at any adjournment of that meeting.

STEP 2 – Voting directions to your proxy – Please mark only one of the boxes with an “X” for Resolution 1 to

indicate your directions.	indicate your directions.
Ordinary Business		For	Against	Abstain
Resolution 1.	Ratification of Previous Issue of Shares
Resolution 2.	Further Issue of Shares

Note: If you mark the “Abstain” box with an “x”, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.

STEP 3 – PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf 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

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How to complete this Proxy Form

1 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.

2 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.

3 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.

4 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, please write the name of that person.

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

5 Signing Instructions

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

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the 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.

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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.

6 Lodgment 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 5:00pm (WST) on 13 June 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 PO Box 1559, West Perth, Western Australia 6872 or sent by facsimile to the registered office on +61 8 9486 7375.

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