XPEDRA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2012

Jul 2, 2012

VOYAGER RESOURCES LIMITED ACN 076 390 451

NOTICE OF GENERAL MEETING

TIME : 9:30am DATE : 3 August 2012 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.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	10
Schedule 1 – Terms and Conditions of Options	11
Schedule 2 – Valuation of Related Party Options	12
Proxy Form	13
IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 9:30am on 3 August 2012 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 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 General Meeting are those who are registered Shareholders at 7:00pm on 1 August 2012.

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and 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.

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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 General Meeting. Broadly, the changes mean that:

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• 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 is 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 :

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• 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:

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• 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.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – 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 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 120,000,000 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 a person who participated in the issue 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.

2. RESOLUTION 2 – ISSUE OF OPTIONS TO RELATED PARTY

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

“That, for the purposes of Sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 10,000,000 Options to Garrison Equities (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Matthew Wood, Tim Flavel and George Tumur (or their nominees) 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.

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:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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DATED: 27 JUNE 2012

BY ORDER OF THE BOARD

TIMOTHY FLAVEL DIRECTOR

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – OPTIONS

1.1 General

On 21 June 2012, the Company lodged with ASIC an Entitlement Issue Prospectus ( Prospectus ) for a non-renounceable entitlement issue of one (1) option for every three (3) shares at an issue price of $0.01 per option to raise $4,463,738 ( Offer ).

Pursuant to an agreement between CPS Securities and the Company ( Lead Manager and Underwriting Agreement ), CPS Securities has agreed to fully underwrite the Offer of 446,373,854 Options ( Underwritten Options ).

Pursuant to the Lead Manager and Underwriting Agreement, the Company has agreed to:

• (a) pay the Underwriter an underwriting fee of 6% (exclusive of GST) of the total value of the Underwritten Options;

• (b) issue to the Underwriter/Subunderwriters or its nominee 90,000,000 Options for nil consideration. In addition, the Company will also issue to the Underwriter or its nominee 40,000,000 Options to be placed at CPS’ discretion; and

• (c) reimburse the Underwriter in relation to all costs and expenses incidental to the Offer, including but not limited to legal fees, accommodation and travelling expenses and marketing expenses incurred by the Underwriter in respect of the Offer.

The Underwriting Agreement allows the Underwriter to appoint sub-underwriters at its sole discretion. The Underwriter must pay a sub-underwriting fee of 5% (exclusive of GST) of the value of Underwritten Options that any sub-underwriter agrees to sub-underwrite. Furthermore, any sub-underwriters of the Offer will be issued 20 Options exercisable $0.03 each on or before 31/12/2014 for every $1 of the Offer which is sub-underwritten.

Garrison Equities, a company of which Mr Wood, Mr Flavel and Mr Tumur are directors and/or shareholders have agreed to sub underwrite the Offer up to $500,000. Included in the 90,000,000 options payable to the Underwriter/Subunderwriter is 10,000,000 options that Garrison Equities will earn as a fee for subunderwriting the offer. This issue of 10,000,000 shares will require the prior approval of shareholders as Garrison Equities is deemed a related party of the Company. Resolution 2 therefore seeks approval for the issue of 10,000,000 Options to Garrison Equities as part of the sub underwriting fee. By the time the General Meeting is held, the Company will have issued 120,000,000 Options to CPS Securities under its 15% placement capacity pursuant to ASX Listing Rule 7.1. Resolution 1 seeks ratification of this prior issue of options to CPS Securities ( Ratification ).

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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 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 of options, 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 Ratification:

• (a) 120,000,000 Options in total will be allotted to CPS Securities and or its nominees who is not a related party of the Company on a date which will occur prior to the date of the General Meeting;

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

• (c) the Options will be issued for nil consideration; and

• (d) no funds will be raised from this issue as the Options will be issued in part consideration to CPS Securities for underwriting the Offer.

2. RESOLUTION 2 – ISSUE OF OPTIONS TO RELATED PARTY

2.1 General

The Underwriter has entered into a sub-underwriting agreement with Garrison Equities Pty Ltd ( Garrison Equities ) ( Related Party ) whereby Garrison Equities (or its nominee) will be issued subject to Shareholder approval, 20 options for every $1 sub-underwritten (being up to 10,000,000 Options ( Related Party Options ).

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, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 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 grant of the Related Party Options constitutes giving a financial benefit and Garrison Equities is a related party of the Company by virtue of being controlled (indirectly) by Messrs Matthew Wood, Timothy Flavel and George Tumur, each Directors of the Company.

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In addition, ASX Listing Rule 10.11 also 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 ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Options to Garrison Equities.

2.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Options:

• (a) the related party is Garrison Equities and it is a related party by virtue of being controlled (indirectly) by Messrs Matthew Wood, Timothy Flavel and George Tumur, each Directors of the Company;

• (b) the maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Party is 10,000,000;

• (c) the Related Party Options will be granted to the Related Party no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Options will be issued on one date;

• (d) the Related Party Options will be granted in part consideration for subunderwriting part of the Offer and will be issued for nil consideration. Accordingly no funds will be raised;

• (e) the terms and conditions of the Related Party Options are set out in Schedule 1;

• (f) the value of the Related Party Options and the pricing methodology is set out in Schedule 2;

• (g) the relevant interests of the Related Party in securities of the Company are set out below:

are set out below:
Related Party	Shares	Options
Garrison Equities	58,191,2081	Nil

Notes:

1 Garrison Equities is deemed to have a combined relevant interest in 58,191,208 Shares as a result of being controlled by Messrs Flavel, Wood and Tumur.

• (h) no remuneration or emoluments have been or are proposed to be paid by the Company to the Related Party.

• (i) if the Related Party Options granted to the Related Party is exercised, a total of 10,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 1,339,121,562 to 1,349,121,562

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(assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.74%.

The market price for Shares during the term of the Related Party Options would normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	0.125 cents	30 August 2011
Lowest	0.021 cents	18 June 2012
Last	0.019 cents	27 June 2012

• (k) the primary purpose of the grant of the Related Party Options is in part consideration for sub-underwriting a portion of the Offer;

• (l) Mr Matthew Wood declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution on the basis that Garrison Equities is to be granted Related Party Options in the Company should Resolution 2 be passed;

• (m) Mr Timothy Flavel declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution on the basis that Garrison Equities is to be granted Related Party Options in the Company should Resolution 2 be passed;

• (n) Mr George Tumur declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution on the basis that Garrison Equities is to be granted Related Party Options in the Company should Resolution 2 be passed;

• (o) with the exception of Mr Matthew Wood, Mr Timothy Flavel and Mr George Tumur, no other Director has a personal interest in the outcome of Resolution 2;

• (p) Mr Nick Lindsay recommends that Shareholders vote in favour of Resolution 2 on the basis that the issue of the Related Party Options in part consideration for sub-underwriting part of the Offer has been negotiated on standard commercial terms between CPS Securities and Garrison Equities and therefore is reasonable in the circumstances; and

• (q) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 2.

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Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Options to the Related Party as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to the Related Party will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

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GLOSSARY

$ 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).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option or Related Party Option as the context requires.

Proxy Form means the proxy form accompanying the Notice.

Related Party Option means an Option granted pursuant to Resolution 2 with the terms and conditions set out in Schedule 2.

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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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options to be issued pursuant to this Prospectus entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Subject to paragraph (k), each Option gives the Optionholder the right to subscribe for one Share.

• (b) The Options will expire at 5:00pm on 31 December 2014 ( 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 $0.03 ( Exercise Price ).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder 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 Company will apply for quotation of the Options on ASX and all Options are freely 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 all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) 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.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (m) Subject to paragraph (k), 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.

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SCHEDULE 2 – VALUATION OF RELATED PARTY OPTIONS

The Related Party Options to be issued to the Related Party pursuant to Resolution 2 have been valued by internal management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Assumptions:
Valuation date	26 June 2012
Market price of Shares (7 day VWAP)	2.37 cents
Exercise price	3.0 cents
Expiry date (length of time from issue)	31 December 2014
Risk free interest rate	3.71%
Volatility (discount)	100%
Indicative value per Related Party Option	1.28 cents
Total Value of Related Party Options	$128,324
-Matthew Wood	$32,081
-Timothy Flavel	$32,081
-George Tumur	$19,249

Note: The valuation noted above is not necessarily the market price that the Related Party Options could be traded at and is not automatically the market price for taxation purposes.

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PROXY FORM

APPOINTMENT OF PROXY VOYAGER RESOURCES LIMITED ACN 076 390 451

GENERAL MEETING

I/We of

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being a member of Voyager Resources Limited entitled to attend and vote at the General Meeting, hereby

Appoint

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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, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 9:30am (WST), on 3 August 2012 at Level 1, 33 Richardson Street, West Perth, Western Australia, and at any adjournment thereof.

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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 Resolution 2 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 Resolution 2 and that votes cast by the Chair of the General Meeting for Resolution 2 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 Resolution 2 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 2.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the General Meeting	Voting on Business of the General Meeting
		FOR	AGAINST ABSTAIN
Resolution 1 – Ratification of Prior Issue – Options
Resolution 2 – Issue of Options to Related Party
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.
If two proxies are being appointed, the	proportion of voting rights this proxy represents is			%
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 Completin g ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and cast a vote at an General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member 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 member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’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 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 ):

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  - ( **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.

1. ( 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.

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

3. (a) post to Voyager Resources Limited, Level 1, 33 Richardson Street, West Perth WA 6005; or

4. (b) facsimile to the Company on facsimile number +61 8 9200 4469;or

5. (c) email to the Company at info@voyagerresources.net,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

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