RIEDEL RESOURCES LIMITED — Proxy Solicitation & Information Statement 2013

Jul 1, 2013

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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 Wednesday, 31 July 2013 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 Wednesday, 31 July 2013, commencing at 8:30am (WST).

BUSINESS

1. Resolution 1: Ratification of Previous Issue of Shares and Class A Options under the Placement

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 1,712,333 Shares at an issue price of $0.06 each, and 1,712,333 free attaching Class A Options exercisable at $0.10 each and expiring on 30 April 2015, to Exempt Investors under the Placement and otherwise 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: Ratification of Previous Issue of Shares under Convertible Note Agreement A

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 266,667 fully paid ordinary shares to BT Global Holdings Pty Ltd (nominee for Oracle Securities Pty Ltd) pursuant to Convertible Note Agreement A and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this resolution by BT Global Holdings Pty Ltd and any of its associates. 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.

3. Resolution 3: Ratification of Previous Issue of Class B Options and Convertible Notes under Convertible Note Agreement A

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 4,000,000 Class B Options exercisable at $0.052 and expiring on 31 December 2016 and Convertible Notes to the value of $160,000 to Noteholders pursuant to Convertible Note Agreement A and otherwise on the terms and conditions set out in the Explanatory Statement.”

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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.

4. Resolution 4: Proposed Issue of Shares under Convertible Note Agreement B

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 for the issue of 400,000 Shares to Oracle Securities Pty Ltd (and/or its nominee) pursuant to Convertible Note Agreement B and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this resolution by Oracle Securities Pty Ltd (and/or its nominee) and any of its associates. 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.

5. Resolution 5: Proposed Issue of Class B Options and Convertible Notes under Convertible Note Agreement B

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 for the issue of 6,000,000 Class B Options exercisable at $0.052 and expiring on 31 December 2016 and Convertible Notes to the value of $240,000 to Noteholders pursuant to Convertible Note Agreement B and otherwise 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.

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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 (Cth), 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 8:30am (WST) on Monday, 29 July 2013. Accordingly, transactions registered after that time will be disregarded in determining Shareholders’ entitlement to attend and vote at the General Meeting.

By Order of the Board

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Bruce Franzen Company Secretary Riedel Resources Limited

27 June 2013

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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 – Placement and Convertible Note Agreements

On 7 May 2013, the Company announced it had completed a placement of Shares ( Placement ) to Exempt Investors. The Placement raised $0.10 million before costs with the issue of 1.71 million Shares at an issue price of $0.06 per Share and a free attaching Class A Option for each Share issued, exercisable at $0.10 per Share on or before 30 April 2015. The Shares and Class A Options issued under the Placement were issued within the Company’s 15% placement capacity under Listing Rule 7.1.

On 7 May 2013, the Company also announced that it had entered into a term sheet with Oracle Securities in relation to a convertible note facility ( Facility ). On 16 May 2013, the Company entered into two formal agreements ( Convertible Note Agreements ) in respect of the Facility with Oracle Securities and the relevant Noteholders to raise $0.4 million before costs. Each of the Noteholders is an Exempt Investor who is a client of Oracle Securities.

The first Convertible Note Agreement ( Convertible Note Agreement A ) raised $160,000 from the issue of Convertible Notes to Noteholders. The Company issued these Convertible Notes within its placement capacity under Listing Rule 7.1. The second Convertible Note Agreement ( Convertible Note Agreement B ) will raise $240,000 from the issue of Convertible Notes to Noteholders but is subject to the Company obtaining prior Shareholder approval to the issue of securities under Convertible Note Agreement B in accordance with Listing Rule 7.1. The Convertible Note Agreements are otherwise on the following key terms:

• (a) The Convertible Notes have a repayment date of 30 June 2014.

• (b) Each Convertible Note has a face value of $1.00.

• (c) An interest rate of 8% is payable quarterly in arrears in cash or Shares ( Interest Shares ), at the relevant Noteholder’s discretion. Interest 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 to execution of the Convertible Note Agreement and 90% of the 10 consecutive trading day VWAP on the ASX prior to the relevant quarterly interest payment notice.

• (d) The Convertible Notes will be secured by a mortgage over the Company’s Millrose Project Area and Cheritons Find (Redwing) gold prospect.

• (e) The Convertible Notes can be converted in full or any part thereof into Shares ( Conversion Shares ), at the relevant Noteholder’s discretion at any time after 30 June 2013. 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 to execution of the Convertible Note Agreement and 80% of the 10 consecutive trading day

VWAP on the ASX prior to the relevant conversion notice.

• (f) The Company will issue 25 Class B Options to the Noteholders for each Convertible Note issued to them (i.e. 10,000,000 Class B Options in total) with an exercise price equal to 130% of the 10 consecutive trading day VWAP on the ASX prior to execution of the Convertible Note Agreement and an expiry date of 31 December 2016.

• (g) A fee of 6% of the amount raised under the Convertible Note Agreement is payable to Oracle Securities in cash or Shares ( Broker Shares ), at the Company’s discretion. Broker Shares will be issued at a price per Share equal to 90% of the 10 consecutive trading day VWAP on the ASX prior to execution of the Convertible Note Agreement.

2. Resolution 1 – Ratification of Previous Issue of Shares and Class A Options under the Placement

Resolution 1 seeks Shareholder approval to ratify the 1,712,333 Shares and 1,712,333 Class A Options previously issued by the Company under the Placement. The Company issued these Shares and Class A Options on 7 May 2013 to Exempt Investors within its Listing Rule 7.1 placement capacity.

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

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 capacity to issue securities under Listing Rule 7.1.

Resolution 1 proposes the ratification and approval of the issue of 1,712,333 Shares and 1,712,333 Class A Options to Exempt Investors for the purpose of satisfying the requirements of Listing Rule 7.4.

For the purposes of Listing Rule 7.5, Shareholders are provided 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 1,712,333 Shares and 1,712,333 Class A Options have been issued under the Placement.

• (b) The price of the securities

The Shares were issued at an issue price of $0.06 per Share.

The Class A Options were issued for nil consideration.

(c) The terms of the securities

The Shares rank equally in all respects with the existing fully paid ordinary shares on issue.

Upon exercise of the Class A Options into Shares, the Shares will rank equally in all respects with the existing fully paid ordinary shares on issue. Each Class A Option

will be exercisable at $0.10 with an expiry date of 30 April 2015 and will otherwise be on the terms and conditions set out in Annexure A.

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

The Shares and Class A Options the subject of Resolution 1 were issued to Exempt Investors who participated in the Placement. None of the Shares or Class A Options were issued to Directors or Related Parties of the Company.

(e) Intended use of the funds raised

The amount of $102,740 (before costs) was raised under the Placement. These funds will be used for general working capital.

Funds raised in the event the Class A Options are exercised will be used for general working capital. However, there is no guarantee that any of the Class A Options will be exercised at any future time.

3. Resolution 2 – Ratification of Previous Issue of Shares under Convertible Note Agreement A

Resolution 2 seeks Shareholder approval to ratify the 266,667 Shares previously issued by the Company in consideration of broker services provided by Oracle Securities to the Company in accordance with Convertible Note Agreement A. The Company issued the Shares on 27 June 2013 to BT Global Holdings Pty Ltd (nominee for Oracle Securities) within its Listing Rule 7.1 placement capacity.

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

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 capacity to issue securities under Listing Rule 7.1.

Resolution 2 proposes the ratification and approval of the issue of 266,667 Shares to BT Global Holdings Pty Ltd for the purpose of satisfying the requirements of Listing Rule 7.4.

For the purposes of Listing Rule 7.5, Shareholders are provided the following particulars in relation to the ratification of the allotment and issue under Resolution 3:

(a) The number of securities allotted

A total of 266,667 Shares have been issued.

(b) The price of the securities

The Shares were issued for nil consideration however the deemed issue price for the Shares is $0.036 each in accordance with the formula set out in Section 1(g).

(c) The terms of the securities

The Shares rank equally in all respects with the existing fully paid ordinary shares on issue.

(d) The name of the allottee or the basis on which the allottee was determined

The Shares the subject of Resolution 2 were issued to BT Global Holdings Pty Ltd (nominee for Oracle Securities).

(e) Intended use of the funds raised

No funds were raised from the issue of the Shares as they were issued in consideration of broker services provided by Oracle Securities in accordance with Convertible Note Agreement A.

4. Resolution 3 – Ratification of Previous Issue of Class B Options and Convertible Notes under Convertible Note Agreement A

Resolution 3 seeks Shareholder approval to ratify the 4,000,000 Class B Options and Convertible Notes to the value of $160,000 previously issued by the Company in accordance with Convertible Note Agreement A. The Company issued the Class B Options and Convertible Notes on 27 June 2013 to Noteholders within its Listing Rule 7.1 placement capacity.

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

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 3 proposes the ratification and approval of the issue of 4,000,000 Class B Options and Convertible Notes to the value of $160,000 to Noteholders for the purpose of satisfying the requirements of Listing Rule 7.4.

For the purposes of Listing Rule 7.5, Shareholders are provided the following particulars in relation to the ratification of the allotment and issue under Resolution 3:

(a) The number of securities allotted

A total of 4,000,000 Class B Options and 160,000 Convertible Notes have been issued.

The number of Shares to be issued on conversion of the Convertible Notes and the interest attaching to the Convertible Notes will be determined in accordance with the following formulas:

No. of Convertible Notes elected to be converted x face value of $1.00 Convertible Note conversion price (see Section 4(c)(iv))

Plus:

Amount of accrued interest elected to be converted

Interest conversion price (see Section 4(c)(ii))

Assuming that the Noteholders convert all of the Convertible Notes and interest into Shares, the number of Shares to be issued to Noteholders and the dilutionary effect

of the issue of these Shares on the Share capital of the Company will be, based on the assumptions set out below and the example 10 day VWAPs listed, as follows:

10 day VWAP	Deemed issue price (Convertible Note conversion)	Deemed issue price (Interest conversion)	Shares issued	Dilutionary effect
$0.01	$0.008	$0.009	21,597,778	16.73%
$0.02	$0.016	$0.018	10,798,889	9.13%
$0.03	$0.024	$0.027	7,199,259	6.28%
$0.04	$0.032	$0.036	5,399,444	4.78%
$0.045	$0.036	$0.036	4,843,888	4.31%

Notes:

1. The dilutionary effect is based on the current number of Shares on issue being 107,489,109 Shares.

2. This table assumes that no further Shares are issued after the date of this Notice (including any Shares to be issued under Resolution 4 or upon the exercise of any Options, convertible notes or performance rights) other than pursuant to the conversion of Convertible Notes and interest under Convertible Note Agreement A.

3. The maximum deemed issue price for the Shares is $0.036 each in accordance with the formulas set out in Sections 4(c)(ii) and 4(c)(iv).

4. The number of Shares to be issued on the conversion of interest is derived from the maximum amount of interest payable on the Convertible Notes, being approximately $14,380.

5. The figures in the above table are an illustration only of the number of Shares that could be issued to Noteholders on full conversion of their respective Convertible Notes and accrued interest entitlements. The 10 day VWAP figures listed are examples only and may vary from time to time. Noteholders may also convert their respective Convertible Notes and interest entitlements at different times during the life of the Convertible Notes which will affect the number of Shares to be issued.

(b) The price of the securities

The Class B Options were issued for nil consideration.

The Convertible Notes were issued for $160,000.

(c)

The terms of the securities

Upon exercise of the Class B Options into Shares, the Shares will rank equally in all respects with the existing fully paid ordinary shares on issue. Each Class B Option will be exercisable at $0.052 with an expiry date of 31 December 2016 and will otherwise be on the terms and conditions set out in Annexure B.

The Convertible Notes are issued under Convertible Note Agreement A on the following terms:

• (i) Each Convertible Note has a face value of $1.00.

• (ii) An interest rate of 8% is payable quarterly in arrears in cash or Shares ( Interest Shares ), at the relevant Noteholder’s discretion. Interest 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 to execution of Convertible Note Agreement A or 90% of the 10 consecutive trading day VWAP on the ASX prior to the relevant quarterly interest payment notice.

• (iii) The Convertible Notes are secured by a mortgage over the Company’s Millrose Project Area and Cheritons Find (Redwing) gold prospect.

• (iv) The Convertible Notes can be converted in full or any part thereof into Shares ( Conversion Shares ), at the relevant Noteholder’s discretion at any time after 30 June 2013. 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 to execution of Convertible Note Agreement A and 80% of the 10 consecutive trading day VWAP on the ASX prior to the relevant conversion notice.

• (v) A fee of 6% of the amount raised under Convertible Note Agreement A is payable to Oracle Securities in cash or Shares ( Broker Shares ), at the Company’s discretion. Broker Shares will be issued at a price per Share equal to 90% of the 10 consecutive trading day VWAP on the ASX prior to execution of Convertible Note Agreement A.

• (vi) Unless converted prior, the Convertible Notes are repayable on 30 June 2014.

• (vii) The conversion of Convertible Notes and accrued interest into Shares will be subject to any Shareholder approval required for the purposes of item 7 of section 611 of the Corporations Act.

• (viii) The Convertible Notes do not provide any voting rights at general meetings of the Company.

• (ix) The Noteholders may transfer their respective Convertible Notes with the prior written consent of the Company (which consent must not be unreasonably withheld).

• (x) The Company is not required to seek quotation of the Convertible Notes on ASX.

• (xi) In the event of a reconstruction of the capital of the Company (other than by way of a bonus issue, rights issue or other security issue), a proportionate adjustment will be made to the number and issue price of Shares to which the Noteholder is entitled upon conversion of the Convertible Notes in accordance with the Listing Rules.

• (xii) Upon conversion of the Convertible Notes into Shares, the Shares will rank equally in all respects with the existing fully paid ordinary shares on issue.

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

The Class B Options and Convertible Notes were issued to Noteholders in accordance with Convertible Note Agreement A. None of the Noteholders were Directors or Related Parties of the Company.

(e) Intended use of the funds raised

The amount of $160,000 (before costs) was raised under Convertible Note Agreement A. These funds will be used for general working capital.

Funds raised in the event the Class B Options are exercised will be used for general working capital. However, there is no guarantee that any of the Class B Options will be exercised at any future time.

5. Resolution 4 – Proposed Issue of Shares under Convertible Note Agreement B

Resolution 4 seeks Shareholder approval for the issue of 400,000 Shares to Oracle Securities (and/or its nominee) in consideration of broker services provided to the Company in accordance with Convertible Note Agreement B.

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

For the purposes of Listing Rule 7.3, the following information is provided to allow Shareholders to assess the proposed allotment and issue under Resolution 4:

(a) The maximum number of securities to be issued

A total of 400,000 Shares are to be issued.

(b) The date of allotment and issue of the securities

It is anticipated that the Shares will be issued within 7 days of the date of the General Meeting however no Shares will be issued after the date which is 3 months after the date of the General Meeting.

(c) The price of the securities

The Shares will not be issued for cash consideration as they are being issued in consideration of broker services in accordance with Convertible Note Agreement B however the Shares will have a deemed issue price of $0.036 each in accordance with the formula set out in Section 1(g).

(d) The name of the allottee or the basis on which the allottee will be determined

The Shares will be issued to Oracle Securities Pty Ltd (and/or its nominee).

(e) The terms of the securities

The Shares to be issued will rank equally in all respects with the existing fully paid ordinary shares on issue.

(f) Intended use of the funds raised

No funds will be raised from the issue of the Shares as they will be issued in consideration of broker services provided by Oracle Securities in accordance with Convertible Note Agreement B.

6. Resolution 5 – Proposed Issue of Class B Options and Convertible Notes under Convertible Note Agreement B

Resolution 5 seeks Shareholder approval for the issue of 6,000,000 Class B Options and Convertible Notes to the value of $240,000 to Noteholders in accordance with Convertible Note Agreement B.

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

For the purposes of Listing Rule 7.3, the following information is provided to allow Shareholders to assess the proposed allotment and issue under Resolution 5:

(a) The maximum number of securities to be issued

A total of 6,000,000 Class B Options and 240,000 Convertible Notes are to be issued.

The number of Shares to be issued on conversion of the Convertible Notes and the interest attaching to the Convertible Notes will be determined in accordance with the following formulas:

No. of Convertible Notes elected to be converted x face value of $1.00 Convertible Note conversion price (see Section 6(f)(iv))

Plus:

Amount of accrued interest elected to be converted Interest conversion price (see Section 6(f)(ii))

Assuming that the Noteholders convert all of the Convertible Notes and interest into Shares, the number of Shares to be issued to Noteholders and the dilutionary effect of the issue of these Shares on the Share capital of the Company will be, based on the assumptions set out below and the example 10 day VWAPs listed, as follows:

10 day VWAP	Deemed issue price (Convertible Note conversion)	Deemed issue price (Interest conversion)	Shares issued	Dilutionary effect
$0.01	$0.008	$0.009	32,133,333	23.01%
$0.02	$0.016	$0.018	16,066,667	13.00%
$0.03	$0.024	$0.027	10,711,111	9.06%
$0.04	$0.032	$0.036	8,033,333	6.95%
$0.045	$0.036	$0.036	7,200,000	6.28%

Notes:

1. The dilutionary effect is based on the current number of Shares on issue being 107,489,109 Shares.

2. This table assumes that no further Shares are issued after the date of this Notice (including any Shares to be issued under Resolution 4 or upon the exercise of any Options, convertible notes or performance rights) other than pursuant to the conversion of Convertible Notes and interest under Convertible Note Agreement B.

3. The maximum deemed issue price for the Shares is $0.036 each in accordance with the formulas set out in Sections 6(f)(ii) and 6(f)(iv).

4. The number of Shares to be issued on the conversion of interest is derived from the maximum amount of interest payable on the Convertible Notes, being approximately $19,200.

5. The figures in the above table are an illustration only of the number of Shares that could be issued to Noteholders on full conversion of their respective Convertible Notes and accrued interest entitlements. The 10 day VWAP figures listed are examples only and may vary from time to time. Noteholders may also convert their respective Convertible Notes and interest entitlements at different times during the life of the Convertible Notes which will affect the number of Shares to be issued.

(b) The date of allotment and issue of the securities

It is anticipated that the Class B Options and Convertible Notes will be issued within 7 days of the date of the General Meeting however no Class B Options or Convertible Notes will be issued after the date which is 3 months after the date of the General Meeting.

(c)

The price of the securities

The Class B Options will be issued for nil consideration.

The Convertible Notes will be issued for $240,000.

(d) The names of the allottees or the basis on which the allottees will be determined

The Class B Options and Convertible Notes will be issued to Noteholders in accordance with Convertible Note Agreement B. None of the Noteholders are Directors or Related Parties of the Company.

(e) The terms of the securities

The Shares to be issued will rank equally in all respects with the existing fully paid ordinary shares on issue.

(f) The terms of the securities

Upon exercise of the Class B Options into Shares, the Shares will rank equally in all respects with the existing fully paid ordinary shares on issue. Each Class B Option will be exercisable at $0.052 with an expiry date of 31 December 2016 and will otherwise be on the terms and conditions set out in Annexure B.

The Convertible Notes are issued under Convertible Note Agreement B on the following terms:

• (i) Each Convertible Note has a face value of $1.00.

• (ii) An interest rate of 8% is payable quarterly in arrears in cash or Shares ( Interest Shares ), at the relevant Noteholder’s discretion. Interest 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 to execution of Convertible Note Agreement B and 90% of the 10 consecutive trading day VWAP on the ASX prior to the relevant quarterly interest payment notice.

• (iii) The Convertible Notes are secured by a mortgage over the Company’s Millrose Project Area and Cheritons Find (Redwing) gold prospect.

• (iv) The Convertible Notes can be converted in full or any part thereof into Shares ( Conversion Shares ), at the relevant Noteholder’s discretion at any time after 30 June 2013. 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 to execution of Convertible Note Agreement B and 80% of the 10 consecutive trading day VWAP on the ASX prior to the relevant conversion notice.

• (v) A fee of 6% of the amount raised under Convertible Note Agreement B is payable to Oracle Securities in cash or Shares ( Broker Shares ), at the Company’s discretion. Broker Shares will be issued at a price per Share equal to 90% of the 10 consecutive trading day VWAP on the ASX prior to execution of Convertible Note Agreement B.

• (vi) Unless converted prior, the Convertible Notes are repayable on 30 June 2014.

• (vii) The conversion of Convertible Notes and accrued interest into Shares will be subject to any Shareholder approval required for the purposes of item 7 of section 611 of the Corporations Act.

• (viii) The Convertible Notes do not provide any voting rights at general meetings of the Company.

• (ix) The Noteholders may transfer their respective Convertible Notes with the prior written consent of the Company (which consent must not be unreasonably withheld).

• (x) The Company is not required to seek quotation of the Convertible Notes on ASX.

• (xi) In the event of a reconstruction of the capital of the Company (other than by way of a bonus issue, rights issue or other security issue), a proportionate adjustment will be made to the number and issue price of Shares to which the Noteholder is entitled upon conversion of the Convertible Notes in accordance with the Listing Rules.

• (xii) Upon conversion of the Convertible Notes into Shares, the Shares will rank equally in all respects with the existing fully paid ordinary shares on issue.

(g) Intended use of the funds raised

The amount of $240,000 (before costs) will be raised under Convertible Note Agreement B. These funds will be used for general working capital.

Funds raised in the event the Class B Options are exercised will be used for general working capital. However, there is no guarantee that any of the Class B Options will be exercised at any future time.

Glossary

In this Explanatory Statement, the following terms have the following meanings:

ASX	ASX Limited ACN 008 624 691 trading as the
	Australian Securities Exchange.
Board	the board of Directors.
Chairman	Mr Ian Tchacos.
Company	Riedel Resources Limited ACN 143 042 022.
Convertible Note	a convertible note issued, or to be issued, by the
	Company under a Convertible Note Agreement.
Convertible Note Agreement	Convertible Note Agreement A and/or Convertible
	Note Agreement B, as the context requires.
Convertible Note Agreement A	the formal convertible note agreement dated 16
	May 2013 between the Company, Oracle
	Securities and Noteholders raising $160,000
	under the Facility, as referred to in Section 1.
Convertible Note Agreement B	the formal convertible note agreement dated 16
	May 2013 between the Company, Oracle
	Securities and Noteholders raising $240,000
	under the Facility, as referred to in Section 1.
Corporations Act	Corporations Act 2001(Cth).
Director	a director of the Company.
Exempt Investor	an investor to whom securities may be offered
	without disclosure under section 708 of the
	Corporations Act (excluding section 708(1)).
Explanatory Statement	the explanatory statement accompanying the
	Notice of General Meeting.
Facility	has the meaning specified in Section 1.
General Meeting	the general meeting of Shareholders convened by
	the Notice.
Glossary	this glossary of defined terms.
Listing Rules	the ASX Listing Rules published and distributed
	by ASX.
Noteholder	a person who has been, or is proposed to be,
	issued Convertible Notes.
NoticeorNotice of General Meeting	the notice of general meeting accompanying the
	Explanatory Statement.
Option	an option to acquire a Share.

Oracle Securities	Oracle Securities Pty Ltd, Corporate Authorised
	Representative (336714) of RM Capital Pty Ltd
	AFSL No. 221938.
Placement	has the meaning specified in Section 1.
Related Parties	has the meaning specified in section 228 of the
	Corporations Act.
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	volume weighted average price.
WST	Western Standard Time in Australia.

ANNEXURE A

Terms and Conditions of Class A Options

• (a) Each Option will lapse if not exercised on or before 30 April 2015 ( Expiry Date ).

• (b)

• The exercise price for each Option will be $0.10 ( Exercise Price ).

• (c) Each Option shall entitle the holder of the Option ( Holder ) to subscribe for and to be allotted one fully paid ordinary share in the capital of the Company upon exercise of the Option and payment to the Company of the Exercise Price.

• (d) An Option may be exercised by the Holder at any time prior to the Expiry Date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price for each Option exercised and the statement for the Option, to the Company’s Registered Office. If the Holder holds more than one Option, the Options may be exercised in whole or in part.

• (e) A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds for each of the Options Exercised.

• (f) Subject to any restrictions in the ASX Listing Rules, within 14 days of receipt of a properly executed notice of exercise and the required Exercise Price, the number of Shares specified in the notice will be allotted.

• (g) Each statement will bear a suitable form of notice of exercise of the Options, endorsed on the back of the statement, for completion by the Holder (if required). If the Options comprised in any such statement are exercised in part only, before the Expiry Date, the Company will issue the Holder with a fresh statement for the balance of the Options held and not yet exercised.

• (h) Subject to clause (k) below, the period during which the Options may be exercised will not be extended.

• (i) If there is a bonus issue to the holders of Shares, the number of Shares over which an Option is exercisable may be increased by the number of Shares which the Holder would have received if the Option had been exercised before the record date for the bonus issue.

• (j) There are no participating rights or entitlements inherent in the Options the Holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give the Holder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (k) In the event of any reconstruction (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Options, all rights of the option holder, will be reconstructed (as appropriate) in accordance with the Listing Rules applying to a re-organisation of capital at the time of the re-organisation.

• (l) Shares allotted pursuant to the exercise of the Options will rank equally with the then issued Shares of the Company.

• (m) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 business days after the date of allotment of those Shares.

• (n) Other than as set out above, an Option does not confer the right to a change in Exercise Price, or a change to the number of underlying Shares over which it can be exercised.

ANNEXURE B

Terms and Conditions of Class B Options

• (1) Subject to Paragraph 11, the Options are exercisable at any time prior to 5.00pm WST 31 December 2016 ( Expiry Date ). Options not exercised on or before the Expiry Date will automatically lapse.

• (2) The Options may be exercised wholly or in part by completing a notice of exercise of options substantially in the form attached to the options certificate ( Notice of Exercise ) to be delivered to the Company's Registered Office and received by it any time prior to the Expiry Date.

• (3) The Options entitle the holder to subscribe (in respect of each Option held) for one fully paid ordinary Share at an exercise price per Option which is equal to 130% (5.2 cents) of the volume weighted average market price of the Company’s ordinary fully paid shares on ASX calculated over the 10 consecutive trading days (4 cents prior to 16 may 2013) which immediately preceded the date of the Convertible Note Deed entered into between the Company and Oracle Securities Pty Ltd.

• (4) Upon the exercise of the Options and receipt of all relevant documents and payment, Shares will be issued ranking pari passu with the then issued Shares. If at the date of exercise of the Options the shares of the Company are quoted on the ASX, the Company will apply to ASX to have the Shares so issued granted Official Quotation.

• (5) A summary of the terms and conditions of the Options including the Notice of Exercise was sent to all holders of Options when the Options were issued.

• (6) Any Notice of Exercise received by the Company on or prior to the Expiry Date will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received.

• (7) There are no participating entitlements inherent in the Options to participate in new issues of capital, which may be offered to shareholders during the currency of the Options. Prior to any new pro rata issue of securities to shareholders, holders of Options will be notified by the Company and will be afforded such notice before the Record Date (as defined in the Listing Rules) (to determine entitlements to the issue) as is required by the Listing Rules, to exercise Options.

• (8) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on holders of Options which are not being conferred on shareholders and (subject to the provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital), in all respects, the terms for the exercise of Options shall remain unchanged. For these purposes the rights of the Option Holder may be changed from time to time to comply with the Listing Rules applying to a reorganisation of capital at the time of reorganisation.

• (9) The Options may be transferred at any time prior to the Expiry Date.

• (10) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the Notice of Exercise.

• (11) The issue of Shares upon the conversion of Options will be subject to the Company obtaining any necessary shareholder approval for the purposes of item 7 of section 611 of the Corporations Act 2001 (Cth).

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Riedel Resources Limited ACN 143 042 022

Proxy Form

I/We of Meeting, hereby Appoint Name of Proxy OR the Chairman of the General Meeting as your proxy

being a member of Riedel Resources Limited ACN 143 042 022 entitled to attend and vote at the General Meeting, hereby

or failing the person so named or, if no person is named, the Chairman of the General Meeting, or the Chairman’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 8.30am (WST) on Wednesday, 31 July 2013 at Suite 1, 45 Ord Street, West Perth, Western Australia, and at any adjournment of that meeting. The Chairman of the General meeting intends to vote undirected proxies in favour of each Resolution. If the Chairman is your proxy (or becomes your proxy by default), you authorize the Chairman to exercise your proxy on Resolutions 1 to 5.

OR

OR	OR
Voting on Business of the General Meeting		For	Against	Abstain
Resolution 1	Ratification of Previous Issue of Shares and Class A Options under the Placement
Resolution 2	Ratification of Previous Issue of Shares under Convertible Note Agreement A
Resolution 3	Ratification of Previous Issue of Class B Options and Convertible Notes under Convertible Note
	Agreement A
Resolution 4	Proposed Issue of Shares under Convertible Note Agreement B
Resolution 5	Proposed Issue of Class B Options and Convertible Notes under Convertible Note
	Agreement B

Note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority.

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

Signature of Member(s): Individual or Member 1 Sole Director/Company Secretary Contact Name: ______	Date:_____ Member 2 Member 3 Director Director/Company Secretary ____ Contact Ph (daytime): ____	Date:_____ Member 3

Instructions for 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

You are entitled to appoint no more than two proxies to attend and vote on a poll on your behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of your voting rights. If you appoint two proxies and the appointment does not specify this proportion, each proxy may exercise half of your votes.

If you wish to appoint the Chairman of the General Meeting as your proxy, please mark the box. If you leave this section blank or your named proxy does not attend the General Meeting, the Chairman will be your proxy. A proxy need not be a Shareholder.

3 Voting on Resolutions

You may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item your vote will be invalid on that item.

4 Signing instructions

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

• (a) ( Individual ) Where the holding is in one name, the holder must sign.

• (b) ( Joint holding ) Where the holding is in more than one name, all of the shareholders should sign.

• (c) ( Power of Attorney ) If you have not already lodged the Power of Attorney with the Company’s share registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• (d) ( 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) does not have a company secretary, as 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.

5 Return of a Proxy Form

To vote by proxy, please complete and sign the enclosed Proxy Form (and any Power of Attorney and/or second Proxy Form) and return to the Company by:

• (a) mail to PO Box 1559, West Perth, Western Australia 6872; or

• (b) facsimile on facsimile number +61 8 9486 7375,

so that it is received by no later than 8.30am (WST) on Monday, 29 July 2013.

Proxy Forms received later than this time will be invalid.

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