XPEDRA RESOURCES LIMITED — AGM Information 2011

Jun 21, 2011

VOYAGER RESOURCES LIMITED ACN 076 390 451

NOTICE OF GENERAL MEETING

TIME : 9:30am (WST) DATE : 29 July 2011 PLACE : Level 1 33 Richardson Street 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) 9200 6264.

VOYAGER RESOURCES LIMITED ACN 076 390 451 GENERAL MEETING - APPOINTMENT OF PROXY

C O N T E N T S P AG E

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	7
Schedule 1 – Terms and Conditions of Options	8
Proxy Form	9
T I M E AN D P L AC E O F M E E T I N G AN D H O W T O V O T E

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 9:30am (WST) on 29 July 2011 at:

Level 1

33 Richardson Street West Perth WA 6005

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the 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:

• (a) post to Voyager Resources Limited , PO Box 826 West Perth, Western Australia, 6872; or

• (b) facsimile to the Company on facsimile number (+61 8) 9200 4469

so that it is received not later than 9:30am (WST) on 27 July 2011.

Proxy Forms received later than this time will be invalid.

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N O T I C E O F G E N E R A L M E E T I N G

Notice is given that the General Meeting of Shareholders will be held at 9:30am (WST) on 29 July 2011 at Level 1, 33 Richardson St West Perth WA 6005.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of 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 9:30am (WST) on 27 July 2011.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES

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 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 69,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their 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 the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES

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 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 40,000,000 Shares on the terms and conditions set out in the Explanatory Statement”.

Voting Exclusion : The Company will disregard any votes cast on a resolution by a person who participated in the issue and any of their 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 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 – PLACEMENT OF 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 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 40,000,000 Options 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 proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. 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.

4. RESOLUTION 4 – ISSUE OF OPTIONS TO SUB-UNDERWRITERS

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 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 62,874,289 Options 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 proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. 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.

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5. RESOLUTION 5 – APPROVAL TO ISSUE 5,000,000 FULLY PAID ORDINARY SHARES

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 7.1 and for all other purposes, approval is given for the Directors to issue and allot 5,000,000 Shares 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 proposed issue, any person who might obtain a benefit from the proposed issue (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 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.

DATED: 20 JUNE 2011

BY ORDER OF THE BOARD

TIMOTHY FLAVEL COMPANY SECRETARY

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E X P L AN AT O R Y S T AT E M E N T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 9:30am (WST) on 29 July 2011 at Level 1, 33 Richardson St West Perth WA 6005.

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. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES

1.1 General

On 1 April 2011, the Company announced a proposed placement to which the Company offered up to 69,000,000 Shares at an issue price of 6 cents each to raise up to $4,140,000. The Company has since placed these Shares with sophisticated investors via CPS Securities.

The subscribers pursuant to the Placement Offer were not related parties of the Company.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Placement Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

• 1.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Placement Ratification:

• (a) 69,000,000 Shares were allotted;

• (b) the issue price of the Shares was 6 cents each;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to sophisticated investor’s identified by CPS Securities. No Shares were issued to any related parties or associates of the Company; and

• (e) the funds raised from this issue will be applied towards ground geophysical surveys, geological mapping, studies and surface geochemistry, diamond core and reverse circulation drilling, expenses of the offer and general working capital.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES

2.1 General

As announced to the market on 1 December 2010, Voyager Resources acquired 100% of the Khongor Copper Gold Porphyry Project located in the World Class Oyu Tolgoi Copper Belt of the South Gobi Province of Mongolia ( Acquisition ). On 21 February 2011 the Company issued to Hungeltei LLC, a Mongolian company, 40,000,000 Shares in part consideration for the acquisition. The subscriber pursuant to this issue was not a related party of the Company.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 are set out in Section 1.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 40,000,000 Shares were allotted;

• (b) the deemed issue price was $0.033 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

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• (d) the Shares were allotted and issued to Hungeltei LLC, a Mongolian company, who is not a related party of the Company; and

• (e) no funds were raised from this issue as the Shares were issued in part consideration for the Acquisition.

3. RESOLUTION 3 – PLACEMENT OF OPTIONS

3.1 General

Pursuant to an agreement between CPS Securities and the Company ( Lead Manager Agreement ) dated 28 March 2011, CPS Securities agreed to place up to 40,000,000 Options to investor clients at an issue price of $0.0001 per Option exercisable at 6 cents on or before 30 June 2015.

Resolution 3 seeks Shareholder approval for the allotment and issue of 40,000,000 Options to investor clients as nominated by CPS Securities.

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

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Options during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided:

• (a) the maximum number of Options to be issued is 40,000,000;

• (b) the Options will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for $0.0001 per option;

• (d) the Options will be allotted and issued to investor clients nominated by CPS Securities none of whom will be related parties of the Company;

• (e) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (f) the funds raised ($4,000) will be applied towards ground geophysical surveys, geological mapping, studies and surface geochemistry, diamond core and reverse circulation drilling, expenses of the offer and general working capital.

4. RESOLUTION 4 – ISSUE OF OPTIONS TO SUB-UNDERWRITERS

4.1 General

In accordance with the terms of the Lead Manager Agreement, in the event the Entitlement Issue is sub-underwritten, the Company has agreed to issue sub-underwriters of CPS Securities 10 Options exercisable at 6 cents on or before 30 June 2015 for every $1 of the Entitlement Issue which is sub-underwritten (being a total of up to 62,874,289 Options in the event the Entitlement Issue is fully sub-underwritten).

Resolution 4 seeks Shareholder approval for the allotment and issue of up to 62,874,289 Options to sub-underwriters of CPS Securities in the event that the Entitlement Issue is sub-underwritten.

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

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 4 will be to allow the Directors to issue the Options during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided:

• (a) the maximum number of Options to be issued to the sub-underwriters is 62,874,289;

• (b) the Options will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil consideration and subsequently no funds will be raised;

• (d) the Options will be allotted and issued to sub-underwriters of CPS Securities none of whom will be related parties of the Company; and

• (e) the Options will be issued on the terms and conditions set out in Schedule 1.

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5. RESOLUTION 5 – APPROVAL TO ISSUE 5,000,000 FULLY PAID ORDINARY SHARES

5.1 Background

On 20 May 2011 Voyager Resources Limited and Hoh Bulagiin Hondii LLC mutually agreed to make changes to the Cooperation Agreement signed on 4 February 2010. Under the amended agreement Voyager Resources will increase its interest in the Daltiin Ovor Project to 80% by issuing the Shareholders of Hoh Bulagiin Hondii LLC 5,000,000 Shares by 1 August 2011.

Resolution 5 seeks shareholder approval to allow the company to issue shares within three months of approval.

5.2 Regulatory Requirements

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period which, when aggregated with the value of the other securities issued within that 12 month period, exceed 15% of the value of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions, or the prior approval of members of the company in general meeting is obtained.

In compliance with Listing Rule 7.3, Shareholders are advised as follows:

• (a) The number of Shares to be issued and allotted is 5,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Shares will rank pari passu in all respects with the Company’s existing Shares;

• (d) the Shares are to be allotted and issued to Hoh Bulagiin Hondii LLC, a Mongolian company, who is not a related party of the Company; and

• (e) no funds will be raised from this issue as the Shares are to be issued in part consideration for an increased interest in the Daltiin Ovor Project.

6. ENQUIRIES

Shareholders are required to contact Timothy Flavel on (+ 61 8) 9200 6264 if they have any queries in respect of the matters set out in these documents.

G L O S S AR Y

• $ means Australian dollars.

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.

Company means Voyager Resources Limited (ACN 076 390 451).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

CPS Securities means Cunningham Peterson Sharbanee Securities Pty Ltd trading as “CPS Securities” (ABN 73 088 055 636).

Directors means the current directors of the Company.

Entitlement Issue means the pro rata renounceable entitlement issue of one (1) Share for every eight (8) Shares held by Shareholders at an issue price of 6 cents per Share to raise approximately $6,287,429 (conditionally fully underwritten by CPS Securities).

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

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

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement. Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Placement Offer means the offer of up to 69,000,000 Shares at an issue price of 6 cents per Share issued to raise up to approximately $4,140,000 (the ratification of which is being sought pursuant to Resolution 1).

Proxy Form means the proxy form accompanying the Notice.

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.

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

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S C H E D U L E 1 – T E R M S AN D C O N D I T I O N S O F O P T I O N S

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Option Holder the right to subscribe for one Share. To obtain the right given by each Option, the Option Holder must exercise the Options in accordance with the terms and conditions of the Options.

• (b) The Options will expire at 5.00 pm (WST) on 30 June 2015 (Expiry Date) . Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Option will be 6 cents (Exercise Price).

• (d) The Options held by each Option Holder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. Where less than 1,000 Options are held, all Options must be exercised together.

• (e) An Option Holder may exercise their Options by lodging with the Company, before the Expiry Date:

• i. a written notice of exercise of Options specifying the number of Options being exercised; and

• ii. a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) 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 Options specified in the Exercise Notice.

• (h) The Options are transferable.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will apply for quotation of the Options on ASX.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Option Holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Option Holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Option Holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (m) Other than pursuant to term (n), an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

• (n) (In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Option Holder would have received if the Option had been exercised before the record date for the bonus issue.

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VOYAGER RESOURCES LIMITED ACN 076 390 451 GENERAL MEETING - APPOINTMENT OF PROXY

I/We of being a member of Voyager Resources Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 9:30am (WST), on 29 July 2011 at Level 1, 33 Richardson Street, West Perth WA 6005, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 5 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 5 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 5 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 5 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 5.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Ratification of Prior Issue – Placement Shares Resolution 2 – Ratification of Prior Issue – Shares Resolution 3 – Placement of Options Resolution 4 – Issue of Options to Sub-Underwriters Resolution 5 – Approval to Issue 5,000,000 Fully Paid Ordinary Shares

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.

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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VOYAGER RESOURCES LIMITED ACN 076 390 451

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( 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 should 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.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Voyager Resources Limited , PO Box 826 West Perth, Western Australia, 6872; or

• (b) facsimile to the Company on facsimile number +61 8 9200 4469,

so that it is received not later than 9:30am (WST) on 27 July 2011.

Proxy forms received later than this time will be invalid.

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