UNION STAR METALS LTD - AGM Information 2012

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PROMESA LIMITED ACN 124 541 466

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:30 am (WST) DATE : 26 November 2012 PLACE : Level 2 6 Kings Park Road West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6380 2555.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3 – 5
Explanatory Statement (explaining the proposed resolutions)	6 – 14
Glossary	15 – 16
Schedules – Terms of Options	17 – 22
Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:30 am (WST) on 26 November 2012 at:

Level 2 6 Kings Park Road West Perth WA 6005

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:30 am on 24 November 2012.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB (1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2012.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 –APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 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 may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will 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.

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – HERSH SOLOMON MAJTELES

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Hersh Solomon Majteles a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MARIO ENRIQUE CAMACHO BOLIVAR

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mario Enrique Camacho Bolivar, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

5. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MICHAEL SEBBAG

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Michael Sebbag, a Director who was appointed on 10 July 2012, retires, and being eligible, is re-elected as a Director.”

6. RESOLUTION 6 - ISSUE OF CLASS A, B AND C CONSULTING OPTIONS

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 1,000,000 Class A Options, 1,000,000 Class B Options and 1,000,000 Class C Options to Michael Sebbag (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Michael Sebbag (or his nominee) or any of his associates. 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 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

DATED: 23 OCTOBER 2012

BY ORDER OF THE BOARD

PROMESA LIMITED MR PHILIP RE COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10:30 am (WST) on 26 November 2012 at Level 2, 6 Kings Park Road, West Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.promesa.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed Company’s Annual General Meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2012.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the Annual General Meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a Company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of Directors of the Company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to the vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of the votes cast are in favour of the Spill Resolution, the Company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the Directors' report (as included in the company’s annual financial report for the previous financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Directors of the Company is approved will be the Directors of the Company.

2.3 Previous voting results

At the Company’s previous Annual General Meeting the votes cast against the remuneration report considered at that Annual General Meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Proxy voting Restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy

You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY – SHARES

3.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its Annual General Meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 2 the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in section 3.2 below).

The effect of Resolution 2 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 2 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 2 for it to be passed.

3.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its Annual General Meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant Annual General Meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $11,724,145.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 2 classes of Equity Securities on issue, being the Shares (ASX Code: PRA) and Options (ASX Code: PRAO).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

(A) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the previous 12 months;
(C) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and
(D) less the number of Shares cancelled in the previous 12 months.
D is 10%.

E

is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

3.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 2:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph (i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 2 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A (2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution

where there are changes in the issue price of Shares issued under the 10% Placement Capacity.


Variable ‘A’ in Listing Rule 7.1A.2		Dilution
	Issue Price (per Share)	$0.055 50% decrease in Issue Price	$0.11 Issue Price	$0.22 100% increase in Issue Price

	Shares issued - 10% Voting Dilution	10,658,313	10,658,313	10,658,313
Current Variable A 106,583,133 Shares
	Funds raised	$586,207	$1,172,414	$2,344,829

50% increase in current variable A 159,874,700 Shares	Shares issued - 10% Voting Dilution	15,987,470	15,987,470	15,987,470
	Funds raised	$879,311	$1,758,622	$3,517,243
100% increase in current variable A 213,166,266 Shares	Shares issued - 10% Voting Dilution	21,316,627	21,316,627	21,316,627
	Funds raised	$1,172,414	$2,344,829	$4,689,658

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 106,583,133 Shares on issue.
The issue price set out above is the closing price of the Shares on the ASX on 11 October 2012.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
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 Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration, In which case the Company intends to use funds raised towards acquisition of new assets or investments (including expenses associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current gold and copper exploration assets in Peru and/or general working capital; or
(ii) as non-cash consideration for the acquisition of new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

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

(e) Allocation under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and

(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the allottees under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

(i) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

(ii) the information required by Listing Rule 3.10.5A for release to the market.

3.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 2.

4. RESOLUTIONS 3 AND 4 - RE-ELECTION OF DIRECTORS – MR HERSH SOLOMON MAJTELES AND MR MARIO ENRIQUE CAMACHO BOLIVAR

Clause 13.2 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each Annual General Meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third Annual General Meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an Annual General Meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

The Company currently has 4 Directors and one alternate Director and accordingly 2 must retire.

Mr Mario Enrique Camacho Bolivar, the Director longest in office since his last election, will retire by rotation and, being eligible, seeks re-election.

Mr Hersh Solomon Majteles also retires by rotation and, being eligible, seeks reelection.

5. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MR MICHAEL SEBBAG

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following Annual General Meeting and is then eligible for re-election.

Michael Sebbag will retire in accordance with clause 13.4 of the Constitution and, being eligible, seeks re-election.

6. RESOLUTION 6 - ISSUE OF CLASS A, B AND C CONSULTING OPTIONS

6.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue 1,000,000 Class A Options, 1,000,000 Class B Options and 1,000,000 Class C Options ( Related Party Options ) to a Director, Michael Sebbag (or his nominee) on the terms and conditions set out below.

Resolution 6, seeks Shareholder approval for the issue of Related Party Options to Michael Sebbag (or his nominee).

6.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company or entity must:

(a) obtain the approval of the public Company’s members in the manner set out in Section 217 to 227 of the Corporations Act: and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of Related Party Options by the Company constitutes the giving of a financial benefit and Michael Sebbag is a related party of the Company by virtue of being a Director.

It is the view of the Directors (other than Michael Sebbag who has a material personal interest in the Resolution) that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Related Party Options because the exception set out in section 211 of the Corporations Act applies in the current circumstances, that is, the agreement to grant the Related Party Options was reached as part of the remuneration package for Michael Sebbag and is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

6.3 ASX Listing Rule 10.11

In addition, ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in the ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of the Related Party Options involves the issue of securities to a related party of the Company Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

6.4 Technical information required by ASX Listing Rule 10.13

Pursuant to, and in accordance with, ASX Listing Rule 10.13, the following information is provided in relation to Resolution 7:

(a) the Related Party Options will be granted to Mr Michael Sebbag (or his nominee);
(b) the maximum number of Related Party Options to be issued is 3,000,000, consisting of: 1,000,000 Class A Options, 1,000,000 Class B Options and 1,000,000 Class C Options;
(c) the Related Party Options will be granted no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the allotment will occur on the same date;
(d) the Related Party Options will be issued for nil consideration, accordingly no funds will be raised; and
(e) the Related Party Options will be issued under the terms and conditions set out in Schedules 1,2 and 3.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Related Party Options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Related Party Options to Michael Sebbag (or his nominee) will not be included in the used of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

7. ENQUIRIES

Shareholders are required to contact Mr Philip Re on (+ 61 8) 6380 2555 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current Board of Directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a Company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Promesa Limited (ACN124 541 466).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current Directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or

indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Statement.

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Related Party Options means the Options to be issued pursuant to Resolution 7, on the terms set out in Schedules 1, 2 and 3.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2012.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

10% Placement Capacity has the meaning given in section 3.1 of this Notice.

Variable A means “A” as set out in the calculation in section 3.2 of this Notice.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – CLASS A OPTIONS

The Class A Options entitle the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

(a) Each Class A Option gives the Optionholder the right to subscribe for one Share.
(b) The Class A Options will vest on the date of issue of the Class A Options to the Executive (Vesting Date)
(c) The Class A Options will expire at 5.00pm (WST) on the date which is two years after the Class A Options are issued ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) The amount payable upon exercise of each Class A Option will be $0.15 ( Exercise Price ).
(e) The Class A Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.
(f) An Optionholder may exercise their Class A Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Class A Options specifying the number of Class A Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Class A Options being exercised;

( Exercise Notice ).

(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class A Options specified in the Exercise Notice.
(i) The Class A Options are not transferable.
(j) All Shares allotted upon the exercise of Class A Options will upon allotment rank pari passu in all respects with other Shares.
(k) The Company will not apply for quotation of the Class A Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Class A Options on ASX within 10 Business Days after the date of allotment of those Shares.
(l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(m) There are no participating rights or entitlements inherent in the Class A Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class A Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the

record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Class A Options prior to the date for determining entitlements to participate in any such issue.

(n) A Class A Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Class A Option can be exercised.
(o) Subject to the discretion of the Board of the Company, if:
(i) the Executive terminate the Engagement : or
(ii) the Executive‘s engagement is terminated with cause by the Company.

Any outstanding Class A Options which have not been exercised will immediately lapse and have no further force or effect

SCHEDULE 2 – CLASS B OPTIONS

The Class B Options entitle the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

(a) Each Class B Option gives the Optionholder the right to subscribe for one Share.
(b) The Class B Options will vest on the date of issue of the Class B Options to the executive ( Vesting Date ).
(c) The Class B Options will expire at 5.00pm (WST) on the date which is two years after the Class B Options are issued ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) The amount payable upon exercise of each Class B Option will be $0.20 ( Exercise Price ).
(e) The Class B Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.
(f) An Optionholder may exercise their Class B Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Class B Options specifying the number of Class B Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Class B Options being exercised;

( Exercise Notice ).

(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class B Options specified in the Exercise Notice.
(i) The Class B Options are not transferable.
(j) All Shares allotted upon the exercise of Class B Options will upon allotment rank pari passu in all respects with other Shares.
(k) The Company will not apply for quotation of the Class B Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Class B Options on ASX within 10 Business Days after the date of allotment of those Shares.
(l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(m) There are no participating rights or entitlements inherent in the Class B Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class B Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the

record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Class B Options prior to the date for determining entitlements to participate in any such issue.

(n) A Class B Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Class B Option can be exercised.
(o) Subject to the discretion of the Board of the Company, if:
(i) the Executive terminate the Engagement : or
(ii) the Executive‘s engagement is terminated with cause by the Company.

Any outstanding Class B Options which have not been exercised will immediately lapse and have no further force or effect

SCHEDULE 3 – CLASS C OPTIONS

The Class C Options entitle the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

(a) Each Class C Option gives the Optionholder the right to subscribe for one Share.
(b) The Class C Options will vest on the date of issue of the Class C Options to the Executive ( Vesting Date ).
(c) The Class C Options will expire at 5.00pm (WST) on the date which is two years after the Vesting Date ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) The amount payable upon exercise of each Class C Option will be $0.25 ( Exercise Price ).
(e) The Class C Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.
(f) An Optionholder may exercise their Class C Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Class C Options specifying the number of Class C Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Class C Options being exercised;

( Exercise Notice ).

(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class C Options specified in the Exercise Notice.
(i) The Class C Options are not transferable.
(j) All Shares allotted upon the exercise of Class C Options will upon allotment rank pari passu in all respects with other Shares.
(k) The Company will not apply for quotation of the Class C Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Class C Options on ASX within 10 Business Days after the date of allotment of those Shares.
(l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(m) There are no participating rights or entitlements inherent in the Class C Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class C Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the

record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Class C Options prior to the date for determining entitlements to participate in any such issue.

(n) A Class C Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Class C Option can be exercised.
(o) Subject to the discretion of the Board of the Company, if:
(i) the Executive terminate the Engagement : or
(ii) the Executive‘s engagement is terminated with cause by the Company.

Any outstanding Class C Options which have not been exercised will immediately lapse and have no further force or effect

PROXY FORM

APPOINTMENT OF PROXY PROMESA LIMITED ACN 124 541 466

ANNUAL GENERAL MEETING

I/We of being a Shareholder entitled to attend and vote at the Meeting, hereby appoint Name of proxy OR the Chair of the Meeting as my/our proxy

or failing the person so named or, if no person is named, the Chair of the Meeting, or the Chair’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 Meeting to be held at 10:30 am (WST), on 26 November 2012 Level 2, 6 Kings Park Road, West Perth, WA 6005 and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote Voting on Business of the Meeting


Resolution	1	– Adoption of Remuneration Report
Resolution	2	– Approval of 10% Placement Capacity – Shares
Resolution	3	– Re-election of Director – Hersh Solomon Majteles
Resolution	4	– Re-election of Director – Mario Enrique Camacho Bolivar
Resolution	5	– Re-election of Director – Michael Sebbag
Resolution	6	– Issue of Class A, B and C Consulting Options

Please 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 on a poll.

Important for Resolutions 1 and 6

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1 and 6 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1 and 6 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolutions 1 and 6 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolution 6 and that votes cast by the Chair for Resolution 6, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 1 and 6 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 and 6.

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

If two proxies are being appointed, the prop Signature of Member(s): Individual or Member 1 Sole Director/Company Secretary	ortion of voting rights this proxy represen Member 2 Director	ts is Date: ___ Member 3	% _______

		Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

PROMESA LIMITED ACN 124 541 466

Instructions for Completing ‘Appointment of Proxy’ Form

( Appointing a Proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

3.

( Direction to Vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing Instructions ):

( Individual ): Where the holding is in one name, the member must sign.
( Joint Holding ): Where the holding is in more than one name, all of the members must sign.
( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, 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, that person must sign. Where the Company (pursuant to Section 204A of the Corporations Act) does not have a Company Secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a Company Secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the Shareholder is present at the Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Promesa Limited, PO Box 2138 SUBIACO WA 6904; or
(b) facsimile to the Company on facsimile number (+61 8) 9381 1122; or
(c) email the Company at [email protected]
so that it is received not later than 10:30 am (WST) on 24 November 2012.

AI assistant

UNION STAR METALS LTD — AGM Information 2012

65987_rns_2012-10-25_b7c3250e-c265-4d77-a452-30fc88ce4ade.pdf

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

2. RESOLUTION 2 –APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – HERSH SOLOMON MAJTELES

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MARIO ENRIQUE CAMACHO BOLIVAR

5. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MICHAEL SEBBAG

6. RESOLUTION 6 - ISSUE OF CLASS A, B AND C CONSULTING OPTIONS

Voting Prohibition Statement:

DATED: 23 OCTOBER 2012

BY ORDER OF THE BOARD

PROMESA LIMITED MR PHILIP RE COMPANY SECRETARY

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2

Voting consequences

2.3 Previous voting results

2.4 Proxy voting Restrictions

If you appoint any other person as your proxy

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY – SHARES

3.1 General

3.2 ASX Listing Rule 7.1A

(A x D) – E

E

3.3 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(b) Date of Issue

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

The table above uses the following assumptions:

(d) Purpose of Issue under 10% Placement Capacity

(e) Allocation under the 10% Placement Capacity

(f) Previous Approval under ASX Listing Rule 7.1A

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

3.4 Voting Exclusion

4. RESOLUTIONS 3 AND 4 - RE-ELECTION OF DIRECTORS – MR HERSH SOLOMON MAJTELES AND MR MARIO ENRIQUE CAMACHO BOLIVAR

5. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MR MICHAEL SEBBAG

6. RESOLUTION 6 - ISSUE OF CLASS A, B AND C CONSULTING OPTIONS

6.1 General

6.2 Chapter 2E of the Corporations Act

6.3

ASX Listing Rule 10.11

6.4 Technical information required by ASX Listing Rule 10.13

7. ENQUIRIES

GLOSSARY

SCHEDULE 1 – CLASS A OPTIONS

( Exercise Notice ).

SCHEDULE 2 – CLASS B OPTIONS

( Exercise Notice ).

SCHEDULE 3 – CLASS C OPTIONS

( Exercise Notice ).

PROXY FORM

APPOINTMENT OF PROXY PROMESA LIMITED ACN 124 541 466

ANNUAL GENERAL MEETING

Important for Resolutions 1 and 6

PROMESA LIMITED ACN 124 541 466

Instructions for Completing ‘Appointment of Proxy’ Form

2.

3.

( Signing Instructions ):

Proxy forms received later than this time will be invalid.

UNION STAR METALS LTD AGM Information 2012