ZENITH MINERALS LIMITED — AGM Information 2011

Oct 23, 2011

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NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Date of Meeting: Thursday 24 November 2011 Time of Meeting: 2.00 pm Place of Meeting: The Celtic Club (President’s Meeting Room) 48 Ord Street, WEST PERTH WA 6005

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Zenith Minerals Limited will be held at The Celtic Club (President’s Meeting Room), 48 Ord Street, West Perth, Western Australia, at 2.00 pm (WST) on Thursday 24 November 2011.

AGENDA

ORDINARY BUSINESS

Agenda Item 1 - Financial Statements and Reports

To receive and consider the Annual Financial Report, together with the Directors' and Auditor's Reports for the year ending 30 June 2011.

Resolutions

1. Adoption of Remuneration Report

To consider and, if thought fit, to pass, the following resolution as a non-binding resolution:

"That, for the purposes of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Company adopts the Remuneration Report contained in the Annual Report for the year ending 30 June 2011."

Please note that in accordance with section 250R(2) of the Corporations Act 2001, the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any of the key management personnel listed in the Remuneration Report and any of their closely related parties. However, the Company will 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 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. Re-election of Rodney Michael Joyce as a Director

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

" That in accordance with clause 14.4 of the Constitution and Listing Rule 14.4, Mr Rodney Michael Joyce, retires as a Director of Zenith Minerals Limited and being eligible, offers himself for reelection, be re-elected as a Director of the Company.””

Explanatory Statement

The Explanatory Statement accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting.

Proxies

Please note that:

Level 3, 33 Ord Street, West Perth, Western Australia 6005 PO Box 1426, West Perth, Western Australia 6872

Page 1

Tel: (+61-8) 9226 1110 Fax: (+61-8) 9321 0070 Email: info@zenithminerals.com.au

• (a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative. An appointment of corporate representative form is enclosed if required.

Entitlement to attend and vote

The Company's Directors have determined that all shares of the Company that are quoted on ASX at 5.00pm (WST) on Tuesday 22 November 2011 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time.

BY ORDER OF THE BOARD

Alex Dermedgoglou

Company Secretary

22 October 2011

Page 2

Explanatory Statement

This Explanatory Statement accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting.

Agenda Item 1 - Financial Statements and Reports

The Annual Financial Report as at 30 June 2011 (including the financial statements, Directors’ Reports and Auditor’s Report) is tabled for information of shareholders. There is no requirement for Shareholders to approve these reports. However, time will be allowed during the annual general meeting for consideration by Shareholders of the financial statements and the associated Directors’ and Auditor’s Reports.

Resolution 1 - Adoption of Remuneration Report

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.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, then the Company’s subsequent Remuneration Report must explain the Board’s proposed action in response or, if the Board does not propose any action, the Board’s reasons for not making any changes. The Board will take into account the outcome of the vote when considering the remuneration policy, even if it receives is less than a 25% “no” vote. If the Company’s remuneration report receives at least 25% of the votes cast against its adoption at two consecutive annual general meetings (that is ‘two strikes’), the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting ( Spill Meeting ) to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of that second annual general meeting. All of the Directors who were in office when the Company’s Directors’ Report 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 re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company. Further information will be provided on the Spill Resolution and Spill Meeting for any annual general meeting at which the Company may face a ‘second strike’.

The remuneration reports 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 2011.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Directors’ recommendations

The Board (excluding key management personnel who remuneration is included in the Remuneration Report and closely related parties of those key management personnel) unanimously recommend Shareholders vote in favour of this Resolution.

The Chairman intends to vote all available proxies to the extent expressly authorised in favour of this Resolution.

Resolution 2 – Re-election of Rodney Michael Joyce as a Director

Pursuant to Listing Rule 14.4 and clause 14.4 of the Company’s Constitution, Directors must retire by rotation at least once every three years. For this reason, Rodney Michael Joyce retires as a Director by rotation and offers himself for re-election.

Details of Mr Joyce are set out in the Company’s 2011 Annual Report and its website

Directors’ recommendations

The Directors (other than Mr Joyce) unanimously recommend that Shareholders vote in favour of Resolution 2.

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PROXY FORM APPOINTMENT OF PROXY

ANNUAL GENERAL MEETING

I/We

being a member of Zenith Minerals Limited entitled to attend and vote at the Meeting, hereby

appoint

(Name of proxy)

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s Nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting of Zenith Minerals Limited to be held The Celtic Club (President’s Meeting Room), 48 Ord Street, West Perth, Western Australia on 24 November 2011 commencing at 2.00pm (WST) and at any adjournment of that meeting.

Important for Resolution 1 – If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Resolution 1 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolution 1, the Chairman of the Meeting will not cast your votes on Resolution 1 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolution 1).

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1.

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Resolution 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel.

Voting directions to your proxy – please mark to indicate your directions

For Against Abstain*

Resolution 1. Adoption of Remuneration Report Resolution 2. Re-election of Rodney Michael Joyce

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on that item on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Dated this

day of 2011

Signatures:

Signatures:	Signatures:	Signatures:
Individuals and joint holders Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

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Instructions for Completing ‘Appointment of Proxy’ Form

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

Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

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

In the case of joint holders, signatures are required by the first named and one other joint holder.

1. Corporate shareholders should comply with the execution requirements as set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

2. two Directors of the Company;

3. a Director and a Company Secretary of the Company; or

4. for a proprietary company that has a sole Director who is also the sole Company Secretary, that Director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Law, a document must appear to have been executed in accordance with Section 129(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and confirm to the requirements of Section 127(1) or (2), as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole Director and sole Company Secretary of the Company must state that next to his or her signature.

1. 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 shareholder is suspended while the shareholder is present at the meeting.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

3. For the purpose of Section 1109 N of the Corporations Act, shares in the Company will be taken to be held by the persons who are registered holders at 5.00pm WST on Tuesday 22 November 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

4. To be effective, this proxy (and the Power of Attorney, if any, under which it is signed or a notarially certified copy thereof) must be lodged at the office of the Company, 3rd Floor, 33 Ord Street, West Perth, Western Australia, 6005, or posted to PO Box 1533 , West Perth, WA 6872 or sent by facsimile to (08) 9321 0070 or by email to info@zenithminerals.com.au not less than forty eight (48) business hours before the time for holding the Annual General Meeting.

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CORPORATE REPRESENTATIVE FORM

Shareholder Details

This is to certify that by a resolution of the Directors of:

………………………………………………………………………….…….….………... (Company), Insert name of shareholder company

the Company has appointed:

……………………..……………………………………………………………………….……….…, Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that company at the annual general meeting of the members of Zenith Minerals Limited to be held on 24 November 2011 and at any adjournments of that meeting/all meetings of the members of Zenith Minerals Limited.

DATED ………………………………………………………. 2011

Please sign here Executed by the Company ) in accordance with its constituent documents ) )

.....................................................….………….….….. .......................................................….…………………….... Signed by authorised representative Signed by authorised representative ........................................................…………...….. .......................................................….………………….…... Name of authorised representative (print) Name of authorised representative (print) .....................................................…………….…..….. .......................................................….………………..…….. Position of authorised representative (print) Position of authorised representative (print)

Instructions for Completion

• Insert name of appointor Company and the name or position of the appointee (eg “John Smith” or “each director of the Company”).

• Execute the Certificate following the procedure required by your Constitution or other constituent documents.

• Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

• Insert the date of execution where indicated.

• Send or deliver the Certificate to the registered office of the Company at 3rd Floor, 33 Ord Street, West Perth, Western Australia, 6005 or PO Box 1533 , West Perth, WA 6872 or send by facsimile to (08) 9321 0070 or by email to info@zenithminerals.com.au.