VRX SILICA LIMITED — Proxy Solicitation & Information Statement 2012

Apr 17, 2012

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ABN 59 142 014 873

Notice of General Meeting

Explanatory Statement

and

Proxy Form

Date of Meeting Friday, 18 May 2012

Time of Meeting 12.00 midday (WST)

Place of Meeting The Celtic Club 48 Ord Street West Perth WA 6005

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Ventnor Resources Limited ( Ventnor or the Company ) will be held on Friday, 18 May 2012, commencing at 12.00 midday (WST) at The Celtic Club, 48 Ord Street, West Perth, Western Australia.

The enclosed Explanatory Statement accompanies and forms part of this Notice of general meeting.

AGENDA

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

Resolution 1: Ratification of Placement – 13 February 2012

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the prior issue and allotment on 13 February 2012 of 5,853,448 fully paid ordinary shares (“ Placement Shares ”) at an issue price of $0.58 per share, to professional and sophisticated investors, on the terms and conditions set out in the accompanying Explanatory Statement, is ratified and approved.”

Voting exclusion: In accordance with Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 1 by any person who participated in the issue the subject of this resolution and any person associated with those persons. However, the Company will not disregard a vote if it is cast by such a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if 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.

Resolution 2: Ratification of Option Issue – 23 January 2012

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the prior issue and allotment of 250,000 Options (2015) on the terms and conditions set out in the accompanying Explanatory Statement, is ratified and approved.”

Voting exclusion: In accordance with Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 2 by any person who participated in the issue the subject of this resolution and any person associated with those persons. However, the Company will not disregard a vote if it is cast by such a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if 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.

Resolution 3: Ratification of Option Issue – 20 January 2012

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the prior issue and allotment of 300,000 Options (2015) on the terms and conditions set out in the accompanying Explanatory Statement, is ratified and approved.”

Voting exclusion: In accordance with Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 3 by any person who participated in the issue the subject of this resolution and any person associated with those persons. However, the Company will not disregard a vote if it is cast by such a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if 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.

Ventnor Resources Limited

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Resolution 4: Ratification of Option Issue – 2 August 2011

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the prior issue and allotment of 250,000 Options (2014) on the terms and conditions set out in the accompanying Explanatory Statement, is ratified and approved.”

Voting exclusion: In accordance with Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 4 by any person who participated in the issue the subject of this resolution and any person associated with those persons. However, the Company will not disregard a vote if it is cast by such a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if 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.

Resolution 5: Approval for Future Issue of Shares

“That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given to the Directors to allot and issue up to 10,000,000 Shares on the terms and conditions set out in the accompanying Explanatory Statement.”

Voting exclusion: In accordance with Listing Rule 7.3.8 the Company will disregard any votes cast on Resolution 5 by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. 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.

Voting at General Meeting

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 4.00pm (WST) on 16 May 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of general meeting.

BY ORDER OF THE BOARD

John Geary Company Secretary 5 April 2012

Ventnor Resources Limited

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EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders of Ventnor Resources Limited (“the Company”) in connection with the business to be conducted at the general meeting of Shareholders to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Friday, 18 May 2012 at 12.00 midday (WST).

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of general meeting.

ASX Listing Rule Requirements

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.

The issue of securities under Resolutions 1, 2, 3 and 4 did not exceed the 15% limit.

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.

Shareholder approval is sought so as to refresh Ventnor's 15% equity security placement limit pursuant to Listing Rule 7.1.

The information required by Listing Rules 7.1 and 7.5 to be provided to shareholders is contained within this Explanatory Statement and the Notice of general meeting.

The number of securities that may be issued by Ventnor under proposed resolution 5 will exceed 15% and accordingly shareholder approval is sought for the placement.

Shareholder approval is sought to provide the Company with the flexibility to make future issues of securities during the next 12 months,

The information required by Listing Rules 7.1 and 7.3 to be provided to shareholders is contained within this Explanatory Statement and the Notice of general meeting.

2. RATIFICATION OF SHARE ISSUE – 13 FEBRUARY 2012 (Resolution 1)

Resolution 1 of the Notice of general meeting seeks Shareholder ratification of the allotment and issue of 5,853,448 Placement Shares to professional and sophisticated investors at $0.58 each pursuant to the Placement announced to the ASX on 6 February 2012 and subsequently completed on 13 February 2012, for the purposes of satisfying Listing Rule 7.4.

The Placement was arranged by Bell Potter Securities Limited.

If Resolution 1 is approved, the Placement Shares will not be included in the Company’s 15% calculation for the purposes of Listing Rule 7.1.

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, Shareholders are advised of the following particulars in relation to the allotment and issue of Placement Shares pursuant to Resolution 1:

Ventnor Resources Limited

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(a) Number of securities allotted and issued

5,853,448 Placement Shares.

(b) Price at which securities were allotted and issued

$0.58 per Placement Share.

(c) The terms of the securities

The Placement Shares are ordinary fully paid shares which rank equally with existing Shares on issue.

(d) The basis on which allottees were determined

The Placement Shares were issued to a number of professional and sophisticated investors pursuant to section 708 of the Corporations Act.

No related party participated in the allotment of the Placement Shares.

(e) The use (or intended use) of the funds raised

The funds raised ($3,395,000 before expenses) pursuant to the allotment and issue of the Placement Shares will be applied towards completion of the fourth phase of drilling at the Thaduna/Green Dragon copper project and additional working capital.

3. RATIFICATION OF OPTION ISSUE – 23 JANUARY 2012 (Resolution 2)

Resolution 2 of the Notice of general meeting seeks Shareholder ratification of the issue and allotment of 250,000 Options (2015), thereby satisfying the requirements of Listing Rule 7.4.

On 23 January 2012 the Company announced that it had completed the allotment and issue of 250,000 Options (2015). The issue of Options (2015) was made in consideration of past and future exploration related services.

The issue of the 250,000 Options (2015) was within the 15% annual limit permitted under Listing Rule 7.1 without shareholder approval. The effect of shareholders passing Resolution 2 will therefore be to restore the Company’s ability to issue securities within the limit.

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, Shareholders are advised of the following particulars in relation to the allotment and issue pursuant to Resolution 2:

(a) Number of securities allotted and issued

250,000 Options (2015).

(b) Price at which securities were allotted and issued

Nil - The options were issued in consideration of past and future exploration related services.

(c) The terms of the securities

The Options were issued on the terms and conditions as outlined in Appendix “B”.

Ventnor Resources Limited

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(d) Name of the Allottee

Neds Creek Investments Pty Ltd ATF Neds Creek Trust

(e) The use (or intended use) of the funds raised

No funds were raised from the issue of Options (2015). The issue of Options (2015) was made in consideration of past and future exploration related services.

4. RATIFICATION OF OPTION ISSUE – 20 JANUARY 2012 (Resolution 3)

Resolution 3 of the Notice of general meeting seeks Shareholder ratification of the issue and allotment of 300,000 Options (2015), thereby satisfying the requirements of Listing Rule 7.4.

On 20 January 2012 the Company announced that it had completed the allotment and issue of 300,000 Options (2015). The issue of Options (2015) was as remuneration and incentive for future services.

The issue of the 300,000 Options (2015) was within the 15% annual limit permitted under Listing Rule 7.1 without shareholder approval. The effect of shareholders passing Resolution 3 will therefore be to restore the Company’s ability to issue securities within the limit.

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, Shareholders are advised of the following particulars in relation to the allotment and issue pursuant to Resolution 3:

(a) Number of securities allotted and issued

300,000 Options (2015).

(b) Price at which securities were allotted and issued

Nil - The options were issued to the specified parties as remuneration and an incentive for future services.

(c) The terms of the securities

The Options were issued on the terms and conditions as outlined in Appendix “B”.

(d) Names of the Allottees

Jonathan Naughton Terence Abel Neville Bassett

(e) The use (or intended use) of the funds raised

No funds were raised from the issue of Options (2015). The issue of Options (2015) was made as remuneration and an incentive for future services.

Ventnor Resources Limited

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5. RATIFICATION OF OPTION ISSUE – 2 AUGUST 2011 (Resolution 4)

Resolution 4 of the Notice of general meeting seeks Shareholder ratification of the issue and allotment of 250,000 Options (2014), thereby satisfying the requirements of Listing Rule 7.4.

On 2 August 2011 the Company announced that it had completed the allotment and issue of 250,000 Options (2014). The issue of Options (2014) was as remuneration and incentive for future services.

The issue of the 250,000 Options (2014) was within the 15% annual limit permitted under Listing Rule 7.1 without shareholder approval. The effect of shareholders passing Resolution 4 will therefore be to restore the Company’s ability to issue securities within the limit.

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, Shareholders are advised of the following particulars in relation to the allotment and issue pursuant to Resolution 4:

(a) Number of securities allotted and issued

250,000 Options (2014).

(b) Price at which securities were allotted and issued

Nil - The options were issued as remuneration and an incentive for future services.

(c) The terms of the securities

The Options were issued on the terms and conditions as outlined in Appendix “A”.

(d) Name of the Allottee

David Thomas Reid

(e) The use (or intended use) of the funds raised

No funds were raised from the issue of Options (2014). The issue of Options (2014) was made as remuneration and an incentive for future services.

6. APPROVAL FOR FUTURE ISSUE OF SHARES (Resolution 5)

Resolution 5 of the Notice of general meeting proposes the issue and allotment of up to a maximum of 10,000,000 Shares.

Listing Rule 7.1 provides that a company must not issue more than 15% of its issued capital in any 12 month period without first obtaining the approval of its shareholders.

To provide the Company with the flexibility to make future issues of securities during the next 12 months, Resolution 5 seeks such shareholder approval to the issue of up to a maximum of 10,000,000 Shares.

A summary of Listing Rule 7.1 is set out above in Section 1.

None of the subscribers pursuant to this issue will be related parties of the Company.

Ventnor Resources Limited

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In compliance with the information requirements of Listing Rule 7.3 Shareholders are advised of the following particulars in relation to the proposed issue of Shares pursuant to resolution 5:

(a) Maximum number of securities to be issued:

10,000,000 Shares.

(b) Date by which Ventnor will issue securities:

No later than three months after the date of this meeting or such later date as may be permitted by any ASX waiver or modification of the Listing Rules.

(c) Price at which securities to be issued:

The Shares will be issued at a price of at least 80% of the average market price of the Company’s shares as traded on ASX over the 5 day period on which sales in the Company’s shares are recorded preceding the date of issue of the Shares or, if the Shares are offered pursuant to a prospectus, at least 80% of the average market price of the Company’s shares as traded on the ASX over the 5 day period on which sales in the Company’s shares are recorded preceding the date of issue of the prospectus.

(d) Basis upon which allottees will be determined:

The Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company.

(e) Terms of issue:

The Shares will rank equally in all respects with the then existing Shares on issue.

(f) Intended use of funds raised:

Funds raised from the issue will be used for acceleration of the Company’s existing exploration projects and for working capital purposes.

(g) Dates of allotment:

Allotment will occur progressively and in any event will occur no later than three months after the date of the meeting.

7. DEFINITIONS

ASX	means ASX Limited ABN 98 008 624 691.
Corporations Act	means the Corporations Act 2001 (Cth).
Directors	means the current directors of the Company.
Explanatory Statement	means this Explanatory Statement.
Listing Rules	means the official listing rules of ASX.
Notice	means the notice of general meeting which forms part of this
	Explanatory Statement.
Option	means an option to acquire a Share.

Ventnor Resources Limited

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Option (2014) means an option to acquire a Share at an exercise price of $0.25 per Share expiring on 29 June 2014 and otherwise on the terms and conditions as outlined in Appendix "A". Option (2015) means an option to acquire a Share at an exercise price of $0.80 per Share expiring on 20 January 2015 and otherwise on the terms and conditions as outlined in Appendix "B". Placement means the placement of 5,853,448 Shares. Placement Share means a Share issued pursuant to the Placement. Share means a fully paid ordinary share in the capital of the Company. Shareholder means the holder of a fully paid ordinary share in the capital of the Company Ventnor or the Company means Ventnor Resources Limited ABN 59 142 014 873.

Ventnor Resources Limited

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Appendix A

The terms and conditions of the Options (2014) are as follows:

• (a) Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company.

• (b) The Options are exercisable at 25 cents each.

• (c) The Options will expire on 29 June 2014 (the “ Expiry Date ”).

• (d) Each Option will lapse if not exercised on or before the Expiry Date.

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

• (f) An Option may be exercised by the option 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 and the statement for the Option, to the Company’s Share Registry. If the option holder holds more than one Option, the Options may be exercised in whole or in part.

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

• (h) Subject to any restrictions in the ASX Listing Rules, within 14 days of receipt of a properly executed notice of exercise and the required application moneys the number of shares specified in the notice will be allotted.

• (i) 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 option 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 option holder with a fresh statement for the balance of the Options held and not yet exercised.

• (j) The period during which the Options may be exercised will not be extended.

• (k) The option holder is not entitled to participate in new issues of securities offered to share holders. The option holder can participate in new issues of securities offered to shareholders if the Option is exercised before the relevant record date for that new issue.

• (l) If from time to time before the expiry of the Options the Company makes an issue of Shares to the holders of Shares by way of capitalisation of profits or reserves (a “bonus issue”), other than in lieu of a dividend payment, then upon exercise of an Option the option holder will be entitled to have issued to if an addition to the shares which it is otherwise entitled to have issued to it upon such exercise additional shares in the Company. The number of additional shares is the number of shares which would have been issued to it under that bonus issue (“bonus shares”) if on the date on which entitlements were calculated it had been registered as the holder of the number of shares which it would have been registered as holder if immediately before that date it had exercised its Options. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.

Ventnor Resources Limited

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

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

• (o) Other than as referred to above, the Option does not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised.

Ventnor Resources Limited

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Appendix B

The terms and conditions of the Options (2015) are as follows:

• a) Each option entitles the holder to subscribe for and be allotted one ordinary fully paid share in Ventnor Resources Limited (ACN 142 014 873).

• b) The options are exercisable at 80 cents each.

• c) The options will expire on 20 January 2015 (the “ Expiry Date

• d) The options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price.

• e) The options are non transferable.

• f) All shares issued upon exercise of the options will rank pari passu in all respects with the Company’s then existing ordinary fully paid shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of the options.

• g) There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of fully paid ordinary shares, the Company will send a notice to each holder of options at least nine (9) Business Days before the record date referable to that issue. This will give Option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

• h) If from time to time on or prior to the Expiry Date the Company makes an issue of shares to the holders of ordinary fully paid shares in the Company by way of capitalisation of profits or reserves (a bonus issue) , then upon exercise of their options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue ( bonus shares) if on the record date for the bonus issue they have been registered as holder, if, immediately prior to that date, they had fully exercised their options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the options.

• i) There is no right to a change in the exercise price of the options or to the number of shares over which the options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the options.

• j) In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

Ventnor Resources Limited

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PROXY FORM

The Secretary Ventnor Resources Limited Level 1, 6 Thelma Street West Perth WA 6005

I/We (full name)

_____________ of_____________

being a member(s) of Ventnor Resources Limited, hereby appoint as my/our proxy

---

of_______________

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the general meeting of the Company to be held at 12.00 midday on Friday, 18 May 2012 and at an adjournment thereof in respect of ____% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

RESOLUTIONS

		FOR	AGAINST	ABSTAIN
1	Ratification of Placement – 13 February 2012			
2	Ratification of Option Issue – 23 January 2012			
3	Ratification of Option Issue – 20 January 2012			
4	Ratification of Option Issue – 2 August 2011			
5	Approval for Future Issue of Shares			

Where permitted, the Chairman intends to vote all undirected proxies in favour of all resolutions.

If the member is an individual or joint holder:

_____ _________ Usual Signature Usual Signature Dated this day of 2012.

If the member is a Company:

Signed in accordance with the Constitution of the company in the presence of:

Director/Sole Director Director/Secretary Sole Director and Sole Secretary

Dated this day of 2012.

Ventnor Resources Limited

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INSTRUCTIONS FOR COMPLETING PROXY FORM

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution.

LODGING YOUR PROXY FORM

To be valid, your proxy form (and any power of attorney under which it is signed) must be received at the address given below no later than 12.00 midday (WST) on 16 May 2012. Any proxy form received after that time will not be valid for the scheduled meeting.

In person: Ventnor Resources Limited Level 1 6 Thelma Street West Perth WA 6005 By mail: Ventnor Resources Limited PO Box 1925 West Perth WA 6872 By fax: (08) 9226 3764

Ventnor Resources Limited

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