SUPERIOR RESOURCES LIMITED — AGM Information 2013

Oct 20, 2013

Superior Resources Limited

ABN 72 112 844 407

Notice of the 2013 Annual General Meeting of Shareholders

To be held at the Company's registered office, Level 2, 87 Wickham Terrace, Spring Hill, Brisbane, Qld, 22 November, 2013 at 11:00 AM

The details contained in the Explanatory Notes accompanying this Notice of Annual General Meeting should be read together with and form part of this Notice of Annual General Meeting.

Ordinary Business

Financial Statements and Reports

To receive and consider the Financial Statements for the year ended 30 June 2013 incorporating the Profit and Loss for the year, and the Balance Sheet as at that date, together with the Directors' Report and the Auditor's Report thereon.

RESOLUTIONS

To consider and if thought fit, resolve:

1. Adoption of Remuneration Report (Non Binding resolution)

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

"That the Remuneration Report for the year ended 30 June 2013 covering directors and executives (as set out in the Directors' Report), as detailed in the Annual Report, is adopted."

2. Re-election of Director - Mr Kenneth Harvey

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

"That Mr Kenneth James Harvey who retires by rotation in accordance with the Company's Constitution of the Company but being eligible is offering himself for re-election, be and is hereby appointed for a further term of office."

3. Ratification of prior issue of shares to Ryan Drilling Services Pty Ltd

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes Shareholders approve and ratify the issue allotment of 1,412,267 fully paid ordinary shares to Ryan Drilling Services Pty Ltd paid as consideration for the drilling services by the company as specified in the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast on this resolution by a person who participated in the issue, Ryan Drilling Services Pty Ltd and associate or associates of that person. However, the Company need not disregard a 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. Approval of 10% placement facility

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

"That pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes approval is given for the Company to issue equity securities up to 10.00% of the issued capital of the Company (calculated at the time of issue in accordance with the formula prescribed in Listing Rule 7.1A.2) over a 12 month period on the terms and conditions set out in the Explanatory Memorandum".

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the issue of the Shares and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, the Company need not disregard a vote if:

• it is cast by a person as a 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

By Order of the Board of Directors,

David Horton Non Executive Chairman

Dated 18 October 2013

Voting and Proxies

1. Voting

Superior Resources Limited (Superior) has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 that for the purposes of voting at the meeting securities will be taken to be held by those persons recorded on the Company's share register as at 7:00pm (Sydney time) on 20 November 2013. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

If you have any queries on how to cast your votes then call Mr Peter Hwang on 07 3839 5099 or Mr Carlos Fernicola on 07 3831 3922 during business hours.

2. Proxies

(a) Any member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote in his or her stead.

(b) If a shareholder appoints more than one proxy, the appointment of the proxy may specify the proportion or number of that shareholder's votes that each proxy may exercise. If the appointment does not specify the proportion or the number of the shareholder's votes, each proxy may exercise one half of the votes.

(c) Where a shareholder appoints more than one proxy neither proxy is entitled to vote on a show of hands.

(d) A proxy need not be a shareholder of Superior.

(e) To be effective, Superior must receive the completed Proxy Form and, if the form is signed by the shareholder's attorney, the authority under which the Proxy Form is signed (or a certified copy of the authority) by no later than 48 hours before the commencement of the meeting. Proxy Forms and other documentation may be lodged as follows:

By posting, delivery orfacsimile:	Superior Resources Limited Share RegistryC/- Link Market Services LimitedLocked Bag A14 Sydney South NSW 1235Facsimile: (02) 9287 0309
By delivery:	Level 12, 680 George Street Sydney NSW 2000

(f) Proxies given by corporate shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised officer or attorney.

(g) If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting as he or she thinks fit.

(h) If a shareholder appoints the Chairman of the meeting as the shareholder's proxy and does not specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that shareholder for that item.

How the Chairman of the meeting will vote undirected proxies

The Chairman of the meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions, except for Resolution 1 (Remuneration Report). Any undirected proxies held by the Chairman of the meeting will not be voted on Resolution 1 (Remuneration Report).

Accordingly if you appoint the Chairman of the meeting as your proxy, you should direct him how to vote on Resolution 1 (Remuneration Report) if you want your shares to be voted on that item of business.

Proxies that are undirected on Resolution 1 (Remuneration Report)

If you appoint the Chairman of the meeting as your proxy and do not direct him how to vote on Resolution 1 (Remuneration Report), he will not vote on your proxy on that item of business. The same will apply if you appoint any other director of Superior Resources Limited (SPQ), any of other of its key management personnel or any of their closely related parties. Key management personnel of SPQ are the directors of SPQ and those other persons having authority for planning, directing and controlling the activities of SPQ directly or indirectly. The Remuneration Report identifies SPQ's key management personnel for the financial year to 30 June 2013. Their closely related parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control.

NOTE: APPOINTMENT OF PROXY FORM IS ENCLOSED

Explanatory Notes to the Notice of Annual General Meeting 2013

Resolution 1- REMUNERATION REPORT

The Remuneration Report for the year ended 30 June 2013 is as set out in the Directors' Report included in the 2013 Annual Report which is available on Superior Resources Limited website: www.superiorresources.com.au.

The purpose of Resolution 1 is to lay before the Shareholders the Company's Remuneration Report so that Shareholders may ask questions about or make comments on the management of the Company in accordance with the requirements of the Corporations Act 2001 and vote on whether to adopt the Remuneration Report for the year ended 30 June 2013.

Pursuant to the Corporations Act 2001 the Annual General Meeting of a listed company must propose a resolution that the Remuneration Report, contained within the Annual Report, be adopted.

The resolution is advisory only and does not bind the Company or its directors. The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies.

From 1 July 2011 the legislation has been amended in relation to voting on the Remuneration Report under section 250 R(2) of the Corporations Act 2011. If 25% or more of votes that are cast are voted against the adoption of the Remuneration report at two consecutive AGMs, shareholders will be required to vote at the second AGMs on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's directors (other than the Managing Director and CEO) must go up for re-election. Shareholders are encouraged to cast their votes on item 1 (Remuneration Report).

In accordance with section 250R of the Corporations Act, a vote on this resolution must not be cast by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if:

• the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

• the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.

Resolution 2 - RE- ELECTION OF DIRECTOR Mr Kenneth Harvey

Mr Harvey has been a director of the Company since incorporation. He retires by rotation in accordance with the Constitution of the Company, but being eligible, offers himself for re-election. Details of Mr. Harvey's experience and qualifications are set out in the section "Information on Directors" within the Annual Report.

Ken has over 42 years experience in mineral exploration, management and resource evaluation throughout Australia. He was a long-standing member of a major company's exploration team, which was responsible for many mineral discoveries. Throughout his career he has held numerous management positions within the minerals industry. He has previously operated his own consulting company, KJ Harvey and Associates Pty Ltd.

The Information on Directors section is contained within the Directors' Report in the 2013 Annual Report which is available on Superior Resources Limited website: www.superiorresources.com.au.

The Directors recommend that the resolution be passed.

Resolution 3 - RATIFICATION OF SHARE ISSUE TO Ryan Drilling Services Pty Ltd for drilling services

The purpose of resolution 3 is for Shareholders to approve, pursuant to Listing Rule 7.4, those securities issued on 19 May 2013 pursuant to a drilling services agreement, which will otherwise count toward the 15% limit under Listing Rule 7.1.

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

The allotment and issue of securities detailed in resolution 3 did not exceed the 15% threshold. However, Listing Rule 7.4 provides that where a company subsequently approves an issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing that company's 15% capacity and enabling it to issue further securities up to that limit.

Resolution 3 proposes the approval of the previous allotment and issue of securities for the purpose of satisfying the requirements of Listing Rule 7.4.

The information required to be provided to Shareholders to satisfy Listing Rule 7.4 is specified in Listing Rule 7.5.

In compliance with the information requirements of Listing Rule 7.5, members are advised of the following particulars in relation to the allotment and issue:

ASX Listing Rule 7.5 requirement	Information
Name of allottee:	Ryan Drilling Services Pty Ltd (Not A Related Party)
Date of issue :	19 May 2013
Total number of securities allotted	1,412,267 ordinary shares
The issue price of the securities:	$0.06
Terms of issue of the securities:	Ordinary fully paid shares ranking equally with allother fully paid ordinary shares of the Company andhaving identical rights to existing ordinary sharesand are quoted on the ASX.
The use (or intended use) of funds	Consideration for the provision of drilling servicesperformed by Ryan Drilling Services Pty Ltd onexploration tenements.
Other:	The issue of the ordinary shares when made did notbreach Listing Rule 7.1
Voting exclusion statement:	Voting exclusion statements are contained in theNotice.

The Directors of the Company recommend that Shareholders vote in favour of Resolution 3.

Each Director of the Company who is also a Shareholder of the Company is not restricted from voting, and intends to vote in favour of Resolution 3.

The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 3.

Resolution 4 - APPROVAL OF ADDITIONAL CAPACITY TO ISSUE SHARES UNDER LISTING RULE 7.1A

ASX Listing Rule 7.1 allows the Company to issue a maximum of 15% of its capital in any 12 month period without requiring shareholder approval. In accordance with new Listing Rules 7.1A, eligible entities (companies that are outside the S&P/ASX 300 index and that also have a market capitalisation of $300 million or less) can issue a further 10% of share capital in 12 months on a non-pro rata basis if Shareholder approval is obtained at the Company's AGM.

The Company is an eligible entity for the purposes of Listing Rule 7.1A.

Additional disclosure obligations are imposed when the special resolution is proposed, when securities are issued and when any further approval is sought. For the purposes of Listing Rule 7.3A the Company provides the following information:

Minimum price at which the equitysecurities may be issued	The issue price of each Share must be no less than 75% of thevolume weighted average price for the Shares calculated over the15 trading days on which trades in that class where recordedimmediately before:
	a)the date on which the price at which the securities are to beissued is agreed; or
	b)if the securities are not issued within 5 trading days of thedate in paragraph (a), the date on which the securities areissued.
Risk of economic and voting dilution	An issue of shares under Listing Rule 7.1A involves the risk ofeconomic and voting dilution for existingordinary security holders. The risks include:
	a)The market price for Shares may be significantly lower onthe issue date than on the date of the approval underListing rule 7.1A; and
	b)the equity securities may be issued at a price that is at adiscount to the market price for the Shares on the issuedate.
	In accordance with Listing Rule 7.3A.2 a table describing thenotional possible dilution, based upon various assumptions asstated, is set out below
Date by which the Company mayissue the securities	The period commencing on the date of the annual general meeting(to which this Notice relates) at which approval is obtained andexpiring on the first to occur of the following:
	a)the date which is 12 months after the date of the annualgeneral meeting at which approval is obtained; andb)the date of the approval by holders of the Company'sordinary securities of a transaction under Listing Rules11.1.2 or 11.2
	The approval under Listing Rules 7.1A will cease to be valid in theevent that holders of the Company's ordinary securities approve atransaction under Listing Rules 11.1.2 or 11.2.
Purposesforwhichtheequitysecurities may be issued, includingwhether the Company may issuethem for non-cash consideration	It is the Board's current intention that any funds raised pursuant toan issue of securities will be applied towards exploration for thediscovery of mineralsThis would principally include:1.regulatory and reimbursement approvals;2.maintenanceofintellectualpropertyandexplorationtenements including mining leases.3.research and development4.staff and office costs, audit and compliance expenses, andASX fees.

Purposesforwhichtheequitysecurities may be issued, includingwhether the Company may issuethemfornon-cashconsiderationContinued	The Company reserves the right to issue shares for non-cashconsideration, including for payment of service or consultancy feesand costs.
Details of the Company's allocationpolicy for issues under approval	The Company does not currently know the nature of the capitalraising which may be conducted under listing Rule 7.1A (if any) andso is not able to specifically state an allocation policy.However,based on past practice, the Company has sought to utilise itsadditional placement capacity to issue securities to existingshareholders (to reward loyalty) and to new investors that arestrategically aligned with the Company (in order to expand theCompany's share register).Going forward, the Company willconsider the most timely and cost effective sources of capital toachieve its commercial objectives, as well as prioritising issues toparties which may assist in strengthening the Company's shareregister or market standing and hence deliver an increase in shareprice
PreviousapprovalsunderListingRule 7.1A	Approval was previously obtained at the 2012 AGM on9 November 2012.

Information under Listing Rule 7.3A.6(a):

The table below shows the total number of equity securities issued in the past 12 months preceding the date of the Annual General Meeting and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.

Equity securities issued in the prior 12 month period	95,250,845 ordinary shares
Percentage previous issues represent of totalnumber of equity securities on issue at	115.53%
commencement of 12 month period

Information under Listing Rule 7.3A.6(b):

The tables below set out specific details for each issue of equity securities that have taken place in the 12 month period preceding the date of the Annual General Meeting.

Date of issue	13 May 2013
Number issued	1,412,267
Summary of terms	Shares issued to Ryan Drilling Services Pty Ltd
	For the provision of drilling services to Superior
	Resources Limited
Names of the persons who received securities or	Ryan Drilling Services Pty Ltd
basis on which those persons were determined
Price	6 cents
Discount to Market Price (if any)	Nil
For cash issues
Total cash consideration received	N/A
Amount of cash consideration spent	N/A
Use of cash consideration	N/A
Intended use for remaining amount of cash(if any)	N/A
For non-cash issues
Non-cash consideration paid	$84,736.00
Current value of that non cash consideration	$84,736.00

Date of issue	10 October 2013
Number issued	93,838,418
Summary of terms	Shares issued to eligible shareholders pursuant to
	the renounceable rights issue
Names of the persons who received securities or	Existingeligibleshareholdersandunderwriters
basis on which those persons were determined	introduced by Patersons Securities Limited
Price	1.2 cents
Discount to Market Price (if any)	66.00% of price prior to announcement of rights
	issue offer
For cash issues
Total cash consideration received	$1,126,061.00
Amount of cash consideration spent	$17,071.45
Use of cash consideration	Costs associated with the rights issue.
Intended use for remaining amount of cash(if any)	Proceeds form the offer will fund drilling of identified
	high priority drill targets on the company's Tick Hill,
	Greenvale and North Queensland projects
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non cash consideration	N/A

Information under Listing Rule 7.3A.2:

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

In particular, it assumes that is calculated upon resolution 3 inclusive being approved at the Annual General Meeting.

• . (A) two examples where variable "A" has increased by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require shareholder approval (for example, pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting and
• (B) two examples where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A'		Dilution
In Lisitng Rule		$0.006	$0.012	$0.024
7.1A.2		50.00% decrease in	Issue Price	100.00% increase
		Issue Price		in Issue Price
Current	10% Voting	17,769,437	17,769,437	17,769,437
Variable A	Dilution	shares	shares	shares
177,694,372	Funds	$106,617	$213,233	$426,466
shares	raised
50 % increase	10% Voting	26,654,156	26,654,156	26,654,156
in current	Dilution	shares	shares	shares
Variable A	Funds	$159,925	$319,850	$639,700
266,541,558shares	raised
100% increase	10% Voting	35,538,874	35,538,874	35,538,874
in current	Dilution	shares	shares	shares
Variable A
355,388,744	Funds	$213,233	$426,466	$852,933
shares	raised

The table has been prepared on the following assumptions:

• The company issues the maximum number of Equity Securities available under the 10% Placement Facility.
• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
• The table shoes only the effect of issues of Equity Securities under Listing Rule 7.1A not under the 15% placement capacity under Listing Rule 7.1.
• The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
• There are no options issued and therefore no options are exercised before the date of issue of the Equity Securities.
• Resolution 3 is approved.
• The issue price is $0.012 being the closing price on ASX on 14 October 2013 being the date the Notice was lodged with ASIC.

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

(iv) The Company may seek to issue the Equity Securities for the following purposes:

(A) non-cash consideration for the acquisition of the new resources assets and other investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

(B) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or other investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company's current assets and/or general working capital.

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

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

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

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

• (C) the financial situation and solvency of the Company; and
• (D) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

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

(v) The Company has not previously obtained Shareholder approval under ASX Listing Rule 7.1A.

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

(a) Directors' recommendations and interests

The Directors of the Company believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 4.