RIEDEL RESOURCES LIMITED — Proxy Solicitation & Information Statement 2013

Jan 24, 2013

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 28 February 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 28 February 2013 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 9,333,329 fully paid ordinary shares, 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: Ratification of Previous Grant of Unlisted Options

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 grant of 9,333,329 unlisted options exercisable at 15c, expiry 31 January 2016, 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.

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 26 February 2013. 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

---

Bruce Franzen Company Secretary Riedel Resources Limited

22 January 2013

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

The Company executed a letter agreement to raise on a best endeavors basis approximately $700,000 (before costs of issue), by the issue of up to approximately 9,333,329 Shares at an issue price of $0.075 per Share, and free attaching unlisted options on a 1:1 basis exercisable at 15¢ per share on or before 31 January 2016 to Sophisticated and Professional Investor ("Placement") clients of Oracle Securities in Australia and the UK.

On 23 November 2012 the Company announced the prospective figures that would be raised under the Placement on a best endeavors basis.

Under the terms of the letter agreement, the Placement sought to raise up to approximately $700,000 (before costs of issue) by the issue of:

• Up to 9.33 million new shares at 7.5¢ per share to be issued within the Company's 10% placement capacity under Listing Rule 7.1A. The issue of the Shares is the subject of Resolution 1; and
• Up to 9.33 million new unlisted options ("Options") to be issued within the Company's 15% placement capacity under Listing Rule 7.1.The issue of Options is the subject of Resolution 2.

As at the date of this Notice of Meeting, 9,333,329 Shares and 9,333,329 Options have been issued under the Placement.

Oracle will facilitate the Placement to its clients. Oracle's 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.

Oracle will be remunerated for their services under the letter agreement by way of a placement fee of 6% of the total gross amount placed by Oracle in the Placement (plus GST). All standard selling fees (if applicable) will be paid by Oracle from the placement fees.

The letter agreement 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 9,333,329 Shares previously issued by the Company pursuant to the Letter Agreement and referred to in Resolution 1.

The Company issued such Shares on 4 December 2012 and 7 January 2013 to Sophisticated and/or Professional Investors pursuant to ASX Listing Rule 7.1A.

ASX Listing Rule 7.1A provides a company with additional capacity to issue securities if shareholders have approved a special resolution put forward at the company's annual general meeting setting out the required information as per ASX Listing Rule 7.3A. The Company's Shareholders approved this special resolution at the Company's annual general meeting held on 12 November 2012 thereby providing the Company with additional capacity pursuant to ASX Listing Rule 7.1A (which enables the additional issue of up to 10% of the number of the shares on issue at the commencement of a 12 month period commencing after the date of the approval at the annual general meeting).

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 7.1A, thereby replenishing the company's capacity to issue securities under Listing Rule 7.1A.

Resolution 1 proposes the ratification and approval of the issue of 9,333,329 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 9,333,329 Shares have been issued.

(b) The price of the securities

The Shares were issued at an issue price of $0.075 per Share.

(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 allottees or the basis on which the allottees were determined

The Shares the subject of Resolution 1, were issued pursuant to the Letter Agreement to the clients of Oracle Securities (in its capacity as lead manager of the Placement) who participated in the placement of Shares and attaching free unlisted Options (the subject of Resolution 2) a 1:1 basis.

Such 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

$700,000 before costs was raised from the issue of the Shares. These funds will be used for drilling on the Company's Marymia project.

3. Resolution 2 – Ratification of Previous Grant of Unlisted Options

Shareholder approval is sought to ratify the 9,333,329 Options previously granted by the Company pursuant to the Letter Agreement and referred to in Resolution 2.

The Company granted such Options on 4 December 2012 and 7 January 2013 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 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 2 proposes the ratification and approval of the grant of 9,333,329 Options 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 2:

(f) The number of securities allotted

A total of 9,333,329 Options have been granted.

(g) The price of the securities

The Options were issued for nil consideration.

(h) The terms of the securities

Upon exercise of the Options to fully paid ordinary shares in the capital of the Company, the Shares will rank equally in all respects with the existing fully paid ordinary shares on issue.

The terms and conditions of the Options are set out in Annexure A and are the same terms and conditions as the Company's existing Unlisted Options.

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

The options, the subject of Resolution 2, were issued pursuant to the Letter Agreement to the clients of Oracle Securities (in its capacity as lead manager of the Placement) who participated in the placement of Shares and attaching free unlisted options a 1:1 basis, exercisable at 15c, expiry 31 January 2016.

Such 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 Options were issued to Directors or Related Parties of the Company.

(j) Intended use of the funds raised

$700,000 before costs was raised from the issue of the Shares. These funds will be used for drilling on the Company's Marymia project.

Funds raised on the eventual exercise of the Options will be used for working capital, however, there is no guarantee that the Options will be exercised.

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 asthe Australian Securities Exchange.
Board	the board of Directors.
Chairman	Mr Ian Tchacos.
Company	Riedel Resources LimitedACN143042022.
Corporations Act	Corporations Act 2001 (Cth).
Director	a director of the Company.
Explanatory Statement	the explanatory statement accompanyingthe Notice of General Meeting.
Glossary	means this glossary of defined terms.
Listing Rules	the listing rules of ASX.
Letter Agreement	means the letter agreementbetween theCompany and Oracle Securitiesreferred toin Section 1 of the ExplanatoryStatement.
Notice or Notice of General Meeting	the notice of general meetingaccompanying the Explanatory Statement.
Oracle Securities	means Oracle Securities, CorporateAuthorised Representative (336714) of RMCapital Pty LtdAFSL No. 221938.
Placement	has the meaning specified in Section 1 ofthe Explanatory Memorandum.
Professional Investor	means an investor as defined in section708(11) of the Corporations Act.
Related Parties	has the meaningspecified in section 228 ofthe Corporations Act.
Share	a fully paid ordinary share in the capital ofthe Company.
Shareholder	a holder of Shares.
Sophisticated Investor	means an investor as defined in section708(8) of the Corporations Act.

Unlisted Option an unlisted option in the capital of the Company.

WST Western Standard Time in Australia.

ANNEXURE A

Terms and Conditions of Options

• (a) Each Option will lapse if not exercised on or before 31 January 2016 ("Expiry Date").
• (b) The exercise price for each Option will be $0.15 ("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 reorganisation 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.

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 28 February 2013 at 8:30am (WST) and at any adjournment of that meeting.

The Chairman
of the meeting

(mark with an 'X')

OR

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.

	%
If you hold 2 or more Shares in Riedel Resources Limited, you may appoint a second
proxy:
Write the name of your second proxy in the box below.
	%

You must specify the % of your votes that you authorize your proxy to exercise if:

• (a) you have only appointed 1 proxy and do not want him/her to exercise all of your votes; or
• (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 28 February 2013 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 2 to indicate your directions.

Ordinary Business		For	Against	Abstain
Resolution 1.	Ratification of Previous Issue of Shares
Resolution 2.	Ratification of Previous Grant of Unlisted Options

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 Sole Company Secretary

Director Director/Company Secretary

10

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.

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 26 February 2013. 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.