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Level 4, 502 Hay Street Subiaco Western Australia 6008 PO Box 201, Subiaco Western Australia 6904 Telephone: (+61 8) 9381 4366 Fax: (+61 8) 9381 4978 ABN 86 009 474 775 Email: [email protected] Web: www.summitresources.com
235631_1
30 September 2011 Company Announcements Office By Electronic Lodgement Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam
Notice of Meetings to Shareholders Attached please find the Notice of Annual General Meeting and Proxy Form and Notice of Extraordinary General Meeting and Proxy Form in respect of the meetings to be held on 3 November 2011 dispatched to Summit shareholders today.
Yours faithfully Summit Resources Limited
JOANNE MCDONALD Company Secretary
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ABN 86 009 474 775
NOTICE OF ANNUAL GENERAL MEETING 2011
PROXY FORM
Date of Meeting 3 November 2011
Time of Meeting
1:00pm WST
Place of Meeting Function Room, Celtic Club,
48 Ord Street, West Perth, Western Australia 6005
Level 4, 502 Hay Street, Subiaco, Western Australia 6008 PO Box 201, Subiaco, Western Australia 6904
Telephone: +61 8 9381 4366 Facsimile: +61 8 9381 4978
Email: [email protected] www.summitresources.com.au
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SUMMIT RESOURCES LIMITED
ABN 86 009 474 775
("Company")
NOTICE OF ANNUAL GENERAL MEETING
TO THE HOLDERS OF ORDINARY SHARES OF SUMMIT RESOURCES LIMITED:
NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of the Company will be held at the Function Room, Celtic Club, 48 Ord Street, West Perth, Western Australia 6005, on Thursday 3rd November 2011, commencing at 1:00pm WST.
AGENDA BUSINESS Particulars containing information in relation to each of the following Resolutions accompanies this Notice of Meeting. FINANCIAL REPORT To receive the annual report for the year ended 30 June 2011, which includes the Directors’ and Auditors’ Reports. Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “To adopt the Remuneration Report for the year ended 30 June 2011.” Note: The vote of this resolution is advisory only and does not bind the Directors of the Company.
Voting Exclusion No votes can be cast by or on behalf of a member of Key Management Personnel (as identified in the Remuneration Report) (KMP) and their closely related parties (as defined in the Corporations Act 2011) (collectively referred to as a Prohibited Voter). However, a Prohibited Voter may vote directed proxies for someone other than a Prohibited Voter. If you do not direct the Chairman of the meeting how to vote and you are not a Prohibited Voter, by marking the box on, and submitting, the Proxy Form you authorise the Chairman of the meeting to exercise the proxy even though this resolution is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed him to vote in accordance with his stated intention to vote in favour of this resolution. If you do not want your vote exercised in favour of this resolution you should direct the Chairman of the meeting to vote ‘against’, or abstain from voting on, this resolution.
Resolution 2 – Re-election of Director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That Mr Malcolm Randall be re-elected as a Director.”
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Other business
To deal with any other business which may be put forward be in accordance with the Company's Constitution and the Corporations Act 2001 (Cth).
By order of the Board
Joanne McDonald Secretary Dated: 26 September 2011
PARTICULARS OF MATTERS TO BE ACTED ON
The following information is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice of Annual General Meeting ("Notice") of the Company.
The Directors of the Company ("Directors") recommend shareholders read this in full before making any decision in relation to the resolutions. The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.
Annual Report
Appropriate time will be devoted to the consideration of the Financial Statements and Reports of the Company for the year ended 30 June 2011.
ORDINARY RESOLUTIONS
Resolution 1 – Remuneration Report The Board is submitting its Remuneration Report to shareholders for consideration and adoption by way of a non-binding resolution. The Remuneration Report forms part of the Directors' Report included in the 2011 Annual Report. The Report: Explains the Board's policy for determining the nature and amount of remuneration of
executive Directors and senior executives of the Company; Explains the relationship between the Board's remuneration policy and the Company's
performance; Sets out remuneration details for each Director and the most highly remunerated senior
executives of the Company; and Details and explains any performance conditions applicable to the remuneration of
executive Directors and senior executives of the Company.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting. The vote on the adoption of the Remuneration Report resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company. Voting exclusions apply to this resolution as specified in the Notice of AGM and the Proxy Form. The Chairman of the meeting intends to vote all available proxies in favour of adoption of the Remuneration Report.
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Resolution 2 – Re-election of Director The Company’s Constitution provides that at each Annual General Meeting one-third of the Directors or, if their number is not a multiple of three, then such number as is appropriate shall retire from office to ensure that no Director holds office for a period in excess of three years following their appointment. Mr Randall, therefore, retires from office in accordance with this requirement and submits himself for re-election. Mr Randall, 65, holds a Bachelor of Applied Chemistry Degree and is a member of the Australian Institute of Company Directors. He has extensive experience in corporate, management and marketing in the resource sector, including more than 21 years with the Rio Tinto group of companies. His experience has covered a diverse range of mineral activities including Iron Ore, Base Metals, Uranium, Mineral Sands and Coal. Mr Randall is presently a director of Iron Ore Holdings Ltd (since 2003), Thundelarra Exploration Ltd (since 2001), Royal Resources Limited (since 2006) and Matilda Zircon Ltd (since 2009).
NOTES 1. A member entitled to attend and vote at the Annual General Meeting convened by the
above Notice is entitled to appoint not more than 2 proxies to vote on the member's behalf. 2. Where 2 proxies are appointed and the appointment does not specify the proportion or
number of the member's votes each proxy may exercise half of the member's voting rights. 3. A proxy need not be a member. 4. Proxy forms (and the power of attorney, if any, under which the proxy form is signed) must
be received, no later than 48 hours before the time fixed for holding the meeting, at:
By Mail Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Alternatively, you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
5. Appointment of a proxy by a member being a natural person must be under the hand of the
member or of an attorney appointed in writing by the member. 6. Appointment of a proxy by a member being a body corporate must in accordance with
section 127 of the Corporations Act 2001 (Cth) (“Corporations Act”) or under the hand of an attorney appointed in writing by the body corporate.
7. If signing under a power of attorney, the power of attorney must be deposited at the
Company’s registered office for inspection and return, when the proxy is lodged. 8. The Company has determined that for purposes of the meeting, the Company’s securities
will be taken to be held by the persons who are the registered holders thereof at 5.00pm (WST) on 1 November 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
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Turn over to complete the form
Lodge your vote:
By Mail:Computershare Investor Services Pty LimitedGPO Box 242 MelbourneVictoria 3001 Australia
Alternatively you can fax your form to(within Australia) 1800 783 447(outside Australia) +61 3 9473 2555
For intermediary Online subscribers only(custodians) www.intermediaryonline.com
For all enquiries call:(within Australia) 1300 850 505(outside Australia) +61 3 9415 4000
Proxy Form
View the annual report, 24 hours a day, 7 days a week:
Your secure access information is:
PLEASE NOTE: For security reasons it is important that you keep yourSRN/HIN confidential.
For your vote to be effective it must be received by 1.00pm (WST) Tuesday 1 November 2011
How to Vote on Items of BusinessAll your securities will be voted in accordance with your directions.
Appointment of ProxyVoting 100% of your holding: Direct your proxy how to vote bymarking one of the boxes opposite each item of business. If you donot mark a box your proxy may vote as they choose. If you markmore than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of yourvoting rights by inserting the percentage or number of securitiesyou wish to vote in the For, Against or Abstain box or boxes. Thesum of the votes cast must not exceed your voting entitlement or100%.
Appointing a second proxy: You are entitled to appoint up to twoproxies to attend the meeting and vote on a poll. If you appoint twoproxies you must specify the percentage of votes or number ofsecurities for each proxy, otherwise each proxy may exercise half ofthe votes. When appointing a second proxy write both names andthe percentage of votes or number of securities for each in Step 1overleaf.
Signing InstructionsIndividual: Where the holding is in one name, the securityholdermust sign.Joint Holding: Where the holding is in more than one name, all ofthe securityholders should sign.Power of Attorney: If you have not already lodged the Power ofAttorney with the registry, please attach a certified photocopy of thePower of Attorney to this form when you return it.Companies: Where the company has a Sole Director who is alsothe Sole Company Secretary, this form must be signed by thatperson. If the company (pursuant to section 204A of the CorporationsAct 2001) does not have a Company Secretary, a Sole Director canalso sign alone. Otherwise this form must be signed by a Directorjointly with either another Director or a Company Secretary. Pleasesign in the appropriate place to indicate the office held. Delete titlesas applicable.
Attending the MeetingBring this form to assist registration. If a representative of a corporatesecurityholder or proxy is to attend the meeting you will need toprovide the appropriate “Certificate of Appointment of CorporateRepresentative” prior to admission. A form of the certificate may beobtained from Computershare or online at www.investorcentre.comunder the information tab, "Downloadable forms".
Comments & Questions: If you have any comments or questions forthe company, please write them on a separate sheet of paper andreturn with this form.
A proxy need not be a securityholder of the Company.
ABN 86 009 474 775
www.summitresources.com.auSRN/HIN:
To view and update your securityholding:
www.investorcentre.com
916CR_0_Sample_Proxy/000001/000001/i
*S000001Q01*
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Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with ’X’) should adviseyour broker of any changes.
Proxy Form Please mark to indicate your directions
Appoint a Proxy to Vote on Your BehalfI/We being a member/s of Summit Resources Limited hereby appoint
STEP 1
the ChairmanOR
PLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, asthe proxy sees fit) at the Annual General Meeting of Summit Resources Limited to be held at the Function Room, Celtic Club, 48 Ord Street,West Perth, Western Australia 6005 on Thursday, 3 November 2011 at 1.00pm (WST) and at any adjournment of that meeting.
STEP 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
SIGN Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
ContactName
ContactDaytimeTelephone Date
The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.
ORDINARY BUSINESS
of the Meeting
*I9999999999*I 9999999999 I ND
S MM 1 3 7 4 3 7 A
/ /
XX
Remuneration Report
Re-election of Director - Mr Malcolm Randall
Item 1
Item 2
Important for Item 1 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by defaultBy marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 as setout 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 Item 1, the Chairmanof the Meeting will not cast your votes on Item 1 and your votes will not be counted in computing the required majority if a poll is called on thisitem. 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 2below (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 willvote in favour of Item 1).
The Chairman of the Meeting intends to vote all available proxies in favour of Item 1 of business.
I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 (except where I/we haveindicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even thoughItem 1 is connected directly or indirectly with the remuneration of a member of key management personnel.
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ABN 86 009 474 775
NOTICE OF EXTRAORDINARY GENERAL MEETING and
EXPLANATORY MEMORANDUM
Date of Meeting 3 November 2011
Time of Meeting
1:30 pm WST
Place of Meeting Function Room, Celtic Club,
48 Ord Street, West Perth, Western Australia 6005
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Legal\305183884.1
SUMMIT RESOURCES LIMITED
ABN 86 009 474 775
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of shareholders of Summit Resources Limited (the "Company") will be held at the Function Room, Celtic Club, 48 Ord Street, West Perth, Western Australia 6005, on Thursday 3 November 2011, commencing at 1:30 pm WST. Information in relation to the following Resolution (which is being put to shareholders of the Company by and at the request of Revelation Special Situations Fund Limited ("Revelation"), the holder of approximately 5.1% of the issued ordinary shares in the Company, under the provisions of section 249D of the Corporations Act 2001 (Cth) (“Corporations Act”)) is contained in the Explanatory Memorandum that accompanies and forms part of this Notice of Extraordinary General Meeting. This Notice of Extraordinary General Meeting is also accompanied by a statement which Revelation has requested that the Company give to shareholders under the provisions of section 249P of the Corporations Act. BUSINESS Resolution
To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act 2001 (Cth), approval is given in connection with the giving of financial benefits by Summit Resources (Aust) Pty Ltd to Mt Isa Uranium Pty Ltd, in relation to the settlement of litigation proceedings pursuant to a deed of settlement and release executed by those parties and Resolute Pty Ltd on or about 2 August 2007.”
By order of the Board
Joanne McDonald Secretary Dated: 26 September 2011
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PROXY AND VOTING ENTITLEMENT INSTRUCTIONS 1. A member entitled to attend and vote at the Extraordinary General Meeting convened by the
above Notice is entitled to appoint not more than 2 proxies to vote on the member's behalf. 2. Where 2 proxies are appointed and the appointment does not specify the proportion or
number of the member's votes each proxy may exercise, each proxy may exercise half of the member's voting rights.
3. A proxy need not be a member. 4. Proxy forms (and the power of attorney, if any, under which the proxy form is signed) must
be received, no later than 48 hours before the time fixed for holding the meeting, at :
By Mail Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Alternatively, you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
5. Appointment of a proxy by a member being a natural person must be under the hand of the
member or of an attorney appointed in writing by the member. 6. Appointment of a proxy by a member being a body corporate must in accordance with
section 127 of the Corporations Act 2001 (Cth) or under the hand of an attorney appointed in writing by the body corporate.
7. If signing under a power of attorney, the power of attorney must be deposited at the
Company’s registered office for inspection and return, when the proxy is lodged. 8. The Company has determined that for the purposes of the meeting, the Company’s
securities will be taken to be held by the persons who are the registered holders thereof at 5.00pm (WST) on 1 November 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
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EXPLANATORY MEMORANDUM
The following information is intended to provide the holders of shares in the capital of the Company ("Shareholders") with sufficient information to assess the merits of the resolution contained in the accompanying Notice of Extraordinary General Meeting ("Notice"). The directors of the Company ("Directors") recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolution the subject of the Notice ("Resolution"). Reason for meeting and proposed Resolution being put to members The Company has called an extraordinary general meeting of Shareholders pursuant to a request made by Revelation Special Situations Fund Limited ("Revelation"), a member of the Company holding approximately 5.1% of the issued ordinary share capital of the Company. Revelation has requested a meeting of members under the provisions of section 249D of the Corporations Act 2001 (Cth) ("Corporations Act") for the purpose of proposing the Resolution. That provision requires the Directors of the Company to call a meeting of members pursuant to a request made by members holding at least 5% of the votes that may be cast at a general meeting. Statement by Revelation The Notice and this Explanatory Memorandum is accompanied by a statement from Revelation in relation to the proposed Resolution. Pursuant to section 249P of the Corporations Act, Revelation has requested that the Company distribute that statement to members together with the Notice. Members should consider the statement made by Revelation together with the Notice and this Explanatory Memorandum. Background Summit Resources (Aust) Pty Ltd ("SRA") is a wholly owned subsidiary of the Company. SRA is a 50% participant in the Isa Uranium Joint Venture ("IUJV") pursuant to the Isa Uranium Joint Venture Agreement ("IUJVA"). Resolute Pty Ltd (formerly Resolute Limited) ("Resolute") was initially the other 50% participant in the IUJV. Mt Isa Uranium Pty Ltd ("MIU") became the other 50% participant in the IUJV in December 2005. MIU is and was in December 2005 a subsidiary of Valhalla Uranium Ltd ("Valhalla") (which was a wholly owned subsidiary of Resolute in December 2005). Paladin Energy Ltd (formerly known as Paladin Resources Ltd) ("Paladin") made a successful takeover offer to acquire the shares in Valhalla in July 2006. Valhalla, and in turn MIU, are now wholly owned subsidiaries of Paladin. In 2006, SRA brought proceedings in the Supreme Court of Western Australia against Resolute and MIU ("SRA proceedings") alleging, in short, that either or both of Resolute and MIU were in material breach of the IUJVA and claiming a declaration that SRA had an entitlement to acquire MIU’s 50% participation interest at 85% of its market value. In 2007, Paladin made a successful takeover of the Company. At present, save for some 18% of the issued share capital, all of the shares in the Company are owned by Paladin. By April 2007, Areva NC (Australia) Pty Ltd (now known as La Mancha (Mungari East) Pty Ltd ("Areva") had acquired approximately 10% of the issued capital of the Company. It is the Company's understanding that Areva's interest in the Company is now held by Interuranium Australia Pty Ltd, being a company related to Areva.
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By a deed of settlement and release made on 2 August 2007 between SRA, Resolute and MIU, the parties agreed to settle the SRA proceedings on the basis that each party releases the other, and the SRA proceedings be dismissed with no order as to costs. The Company and SRA's view is that this deed of settlement is binding on SRA. The directors of the Company and SRA formed the view (after taking advice from the Company's solicitors) that settling the SRA proceedings on the terms contained in the deed of settlement was in the best interests of the Company as a whole and of all of the members of the Company. That view was underpinned by a number of considerations including: an assessment of SRA's prospects of success in the SRA proceedings; the fact that an entity related to Resolute had agreed to indemnify Paladin for any loss that it
may suffer as a result of the SRA proceedings and, accordingly, Paladin had no incentive to offer commercial terms to settle the SRA proceedings; and
the financial difficulties that were likely to be associated with SRA deriving any benefit from success in the SRA proceedings.
Following entry into the deed of settlement by SRA, Areva brought proceedings pursuant to sections 236 and 237 of the Corporations Act seeking orders (amongst others) that Areva be given leave to intervene and conduct the SRA proceedings on SRA's behalf. Those proceedings went to trial in 2009. On 16 October 2009, the Company entered into a conditional settlement agreement with (amongst others) Areva, Resolute, Paladin and MIU. The conditional settlement was made without any party admitting liability to another. On 6 October 2010, the settlement agreement was amended by further agreement between the parties. The Honourable Chief Justice of Western Australia made orders in the form sought by the parties under the terms of the amended settlement agreement. Under the terms of that agreement: Areva's application to intervene in the SRA proceedings was dismissed with no orders as to
costs; Areva and the Company (along with its related parties) have provided broad releases to one
another; Areva's existing rights (if any) under the terms of the Areva strategic alliance documentation
have been assigned to Paladin; the Areva strategic alliance has otherwise been brought to an end; and the Company has paid the sum of A$4.5 million to Areva of which A$2.5 million is paid in
satisfaction of the break fee that the Company agreed to pay Areva in the event that the strategic alliance entered into by the Company and Areva during the course of the Paladin takeover bid for the Company did not proceed.
Following the settlement of the legal proceedings brought by Areva, SRA sought fresh advice from an independent Queen's Counsel as to the merits of the SRA proceedings. After considering that advice, the directors of the Company resolved that SRA should make an application to the Supreme Court of Western Australia for leave to consent to orders that the SRA proceedings be dismissed, or alternatively discontinued, with no order as to costs. That application has been made under the provisions of section 216 of the Corporations Act and in the inherent jurisdiction of the Court. There is an issue about whether settling the SRA proceedings would result in Summit giving a financial benefit to a related party of the company, namely, MIU in contravention of section 208 of the Corporations Act. That provision prohibits a public company (or a company controlled by the public company) from giving a financial benefit to a related party of the company without member approval, other than in circumstances permitted by the Corporations Act.
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Whether or not Summit would be giving a financial benefit to MIU pursuant to the deed of settlement between SRA, MIU and Resolute made on 2 August 2007 was an issue in the legal proceedings brought by Areva. As those proceedings were settled prior to judgment, no finding has been made by the Court on this issue. In giving effect to the deed of settlement between SRA, MIU and Resolute, SRA may give a financial benefit to MIU depending upon what (if anything) of value SRA would give to MIU. In any event, the Corporations Act allows a public company to give a financial benefit to a related party if, amongst other matters, it has obtained the approval of the company's members in the way set out in sections 217 to 227 of the Corporations Act or if and order of the Court is made under section 216. For a number of reasons, the Company and SRA formed the view that, if giving effect to the deed of settlement between SRA, MIU and Resolute would result in SRA giving something of value to MIU, the more appropriate course was to seek an order under section 216 of the Corporations Act. First, the Company and SRA considered that relying upon the section 216 procedure was the more logical course to follow where, as in this case, the conferring of any financial benefit will be the result of the settlement of legal proceedings (ie, the SRA proceedings) which are already before the Court. Secondly, SRA is required to apply for the Court's leave to discontinue the SRA proceedings in any event because the case had progressed and a defence has been filed. Thirdly, the decision to apply for leave to consent to orders that the SRA proceedings be dismissed, or alternatively discontinued, has been informed by advice from an independent Queen's Counsel as to the merits of the SRA proceedings. The merits or otherwise of the SRA proceedings is a legal question which the Supreme Court of Western Australia is better placed to assess particularly in circumstances in which the Court had heard all of the arguments of the various parties at the trial of the legal proceedings brought by Areva. Fourthly, the Company and SRA were concerned that the procedure for seeking shareholder approval could result in a potential loss of legal professional privilege attaching to the advice that has been received by the Company and SRA in relation to the merits of the underlying proceedings. Any loss of privilege could prejudice SRA's prospects in the SRA proceedings if those proceedings were to be pursued notwithstanding the view of the Company and SRA that the proceedings should be settled. Finally, the Company and SRA considered that the Court has ample power to protect the interests of the Company and its members when considering SRA's application for an order under section 216 of the Corporations Act. After filing its application, SRA sought and obtained orders from the Court to enable all members (other than Paladin) to have access to a copy of the evidence filed by SRA in support of its application upon the giving of appropriate undertakings. This evidence includes the opinion of the independent Queen's Counsel engaged by the Company and SRA. Members will recall that they were notified by ASX announcement and mail out of the opportunity to access a copy of the evidence filed by SRA in support of its application. A number of members of the Company, including Revelation, have taken advantage of that opportunity. SRA’s primary position is that the Court should give leave to SRA to consent to orders that the SRA proceedings be dismissed with no order as to costs. SRA’s alternative position is that the Court should give leave to SRA to consent to orders that the SRA proceedings be discontinued on the same basis. If the latter course is taken, SRA is hopeful and anticipates that Resolute and MIU will agree to settle on that basis if the Court is unwilling to give leave to SRA to consent to orders that the SRA proceedings be dismissed.
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The Company and SRA note that Revelation has entered an appearance which is a formal step by which Revelation allows itself to participate and be heard in relation to SRA's application before the Court. Recently, Revelation was ordered by the Court to file submissions if it intended to oppose SRA's application by 28 September 2011. Shortly after those orders were made, Revelation requested a meeting of members under the provisions of section 249D of the Corporations Act. In the following section is a statement which Revelation has requested that the Company give to shareholders under the provisions of section 249P of the Corporations Act. From the statement, it is clear that Revelation intends to vote against its own resolution. The Company considers that it may be an abuse of process for any member to convene a meeting to put up a resolution which the member does not, in fact, seek to have passed. The purpose for which the member is acting is called into question. Nevertheless, to avoid unnecessary distraction and the expense of litigation (which would be expected to exceed the cost and inconvenience of calling the meeting to consider the Resolution), the Company has decided to call a meeting in response to Revelation's request. Steps proposed to be taken following the consideration of the proposed Resolution SRA intends to pursue its application to the Court for leave to consent to orders that the SRA proceedings be dismissed, or alternatively discontinued, with no order as to costs regardless of the outcome of the vote on the proposed Resolution. Even if the proposed Resolution is not passed by members, the Company and SRA remain of the view that the appropriate course is to seek the Court's leave under the provisions of section 216 of the Corporations Act because settling the SRA proceedings on the terms contained in the deed of settlement is in the best interests of the Company as a whole. On the other hand, as mentioned, even if the proposed Resolution is passed, SRA will continue to seek the leave of the Court to consent to orders that the SRA proceedings be dismissed, or alternatively discontinued, with no order as to costs. This is because the Company considers that an order under section 216 is needed and the proper approach cannot and should not be circumvented. The Court is already apprised of the matter. Also, the following considerations make it necessary for the Company to proceed with the steps it has already taken. The proposed Resolution is not effective for the purposes of section 208(1)(a) Although the proposed Resolution refers to section 208 of the Corporations Act, the proposed Resolution is not a resolution by which the Company seeks approval of its members for the giving of a financial benefit in the way set out in sections 217 to 227 of the Corporations Act. In other words, the passing of the Resolution will not have the effect of sanctioning the giving of any financial benefit by Summit to MIU for the purposes of section 208(1)(a) of the Corporations Act, and nor will failure to approve the Resolution cause the Company to be in breach of section 208(1). Neither the Notice nor this Explanatory Memorandum have been lodged with the Australian Securities and Investments Commission ("ASIC") as would be required if the proposed Resolution were to effectively sanction the giving of a financial benefit. ASIC takes no responsibility for the content of the Notice or this Explanatory Memorandum. Accordingly, whilst the Directors are of the view that members should vote in favour of the proposed Resolution, the Directors consider that SRA's application to the Court (for the purposes of section 216 of the Corporations Act) will need to be pursued in any event.
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STATEMENT BY REVELATION SPECIAL SITUATIONS FUND LIMITED
Set out below is the statement which Revelation Special Situations Fund Limited has requested that the Company give to shareholders under the provisions of section 249P of the Corporations Act 2001 (Cth): SHAREHOLDER CONCERNS ABOUT SUMMIT SETTLING LITIGATION PROCEEDINGS WITH A RELATED PARTY WITHOUT OBTAINING SHAREHOLDER APPROVAL As a substantial shareholder of Summit Resources Limited (the Company or Summit), Revelation Special Situations Fund (Revelation) is very concerned about the actions of the Company in relation to the proposed settlement of litigation proceedings which the Company caused to be taken against Resolute Pty Ltd (Resolute) and, in particular, Mt Isa Uranium Pty Ltd (MIU). In September 2006, Summit Resources (Aust) Pty Ltd (SRA) commenced proceedings in the Supreme Court of Western Australia against Resolute and MIU (Action) alleging material breaches of the joint venture agreement which establishes and regulates the Isa Uranium Joint Venture (IUJV). As a consequence, SRA claimed to be entitled to acquire the other 50% of the IUJV from MIU at a price equal to 85% of its market value. The IUJV is a 50:50 joint venture between Summit and MIU, and covers the Valhalla and Skal uranium deposits near Mount Isa in northwest Queensland. These deposits contain the majority of the resource base of Summit (see page 7 of Summit’s 2011 Annual Report - http://www.summitresources.com.au/wp-content/uploads/2011/02/SMM-Annual-Report 2011.pdf). Subsequently, MIU became a wholly owned subsidiary of Paladin Resources Limited (Paladin) as a result of Paladin’s takeover of Valhalla Uranium Limited (MIU’s holding company). Following the acquisition of 81.82% of Summit’s shares by Paladin, the Company announced that SRA had agreed to settle the Action, on what Revelation considers were not arms length terms, namely that the Action be dismissed with no order as to costs. The Action was settled despite the Company having stated, in its letter to shareholders dated (and released to the market on) 25 September 2006, that the Summit board “sees significant upside for Summit shareholders” from the Action and that it had received Senior Counsel’s advice that “Summit has a good case and that Summit is more likely than not to succeed”. That letter also stated that “Not only will Summit be entitled to acquire the other 50% of the IUJV at a discount to market value, but Summit will also stand to secure potentially significant benefits from consolidating ownership of the Valhalla and Skal uranium deposits with Summit’s other regional exploration and development projects”. However, at a relatively advanced stage of the Action (after considerable expense), Summit, which by then was controlled by Paladin, attempted to settle the Action with MIU, whose ultimate holding company was also Paladin. Summit was prevented from giving effect to the proposed settlement of the Action by reason of action taken by Areva NC (Australia) Pty Ltd (Areva) against Summit, SRA and others (Areva Proceedings). Amongst other things, Areva applied to the Supreme Court of Western Australia for leave to intervene in and continue the Action in the name of SRA. In October 2010, Summit announced that it had entered into an amended settlement agreement with Areva to settle the Areva Proceedings on terms including payment of the sum of A$4.5 million from Summit to Areva, of which A$2.5 million was paid in satisfaction of the break fee that Summit had agreed to pay Areva if the strategic alliance agreement (which they entered into in April 2007) did not proceed.
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Areva sought leave to intervene in the Action in the name of SRA (and in effect on behalf of all of Summit’s minority shareholders). Revelation believes that Summit's shareholders should be fully informed, so that they can evaluate their options, including whether they are also entitled to a settlement payment. Revelation is of the view that there is considerable economic value associated with the IUJV the subject of the Action. There are numerous recent examples of strategic investors taking stakes in uranium mining ventures generally, and Revelation believes that the progression of the Mt Isa uranium project has developed sufficiently to be attractive. Accordingly, if the Company were to resolve the Action without obtaining maximum benefit for all Summit shareholders (not just Paladin and Areva), it may be forgoing pursuit of an option which is contrary to the interests of the members as a whole (including the Company’s minority shareholders). In light of its concerns, Revelation has been seeking further information from Summit about the basis of the settlement of the Action and the Areva Proceedings since December 2010, but Revelation is still waiting for relevant information to be provided by Summit. Further, Summit has not accepted repeated invitations to speak with Revelation directly. This has heightened Revelation’s concerns. Revelation is of the view that any settlement of the Action requires approval by non-interested shareholders of Summit in accordance with Part 2E.1 of the Corporations Act. Revelation has expressed this view to Summit on numerous occasions since December 2010. However, instead of Summit seeking shareholder approval in the usual way required by the Corporations Act, SRA sought to obtain an exceptional order of the Court under section 216 of the Corporations Act. It is not satisfactory in Revelation’s view for Summit’s shareholders to only be able to express their view in relation to the proposed settlement of the Action by ‘opting in’ to legal proceedings, at considerable trouble and expense. Revelation has therefore requested that a general meeting of the Company’s shareholders be held to vote on the matter. This gives all non-interested shareholders the opportunity to express their view on a fully informed basis, as provided for by the Corporations Act. Part 2E.1 of the Corporations Act provides that a public company must obtain approval from its non-interested shareholders in circumstances where the public company seeks to give a financial benefit to a related party – as is the case in relation to the settlement of the Action between the Company (through SRA), Resolute and MIU (a subsidiary of Paladin). Revelation will be voting against the resolution contained in the notice of meeting sent to you containing the resolution relating to the approval of the settlement of the Action. Revelation urges you to do the same.
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Lodge your vote:
By Mail:Computershare Investor Services Pty LimitedGPO Box 242 MelbourneVictoria 3001 Australia
Alternatively you can fax your form to(within Australia) 1800 783 447(outside Australia) +61 3 9473 2555
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Proxy Form
For your vote to be effective it must be received by 1:30pm (WST) on Tuesday 1 November 2011
How to Vote on Items of BusinessAll your securities will be voted in accordance with your directions.
Appointment of ProxyVoting 100% of your holding: Direct your proxy how to vote bymarking one of the boxes opposite each item of business. If you donot mark a box your proxy may vote as they choose. If you markmore than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of yourvoting rights by inserting the percentage or number of securitiesyou wish to vote in the For, Against or Abstain box or boxes. Thesum of the votes cast must not exceed your voting entitlement or100%.
Appointing a second proxy: You are entitled to appoint up to twoproxies to attend the meeting and vote on a poll. If you appoint twoproxies you must specify the percentage of votes or number ofsecurities for each proxy, otherwise each proxy may exercise half ofthe votes. When appointing a second proxy write both names andthe percentage of votes or number of securities for each in Step 1overleaf.
Signing InstructionsIndividual: Where the holding is in one name, the securityholdermust sign.Joint Holding: Where the holding is in more than one name, all ofthe securityholders should sign.Power of Attorney: If you have not already lodged the Power ofAttorney with the registry, please attach a certified photocopy of thePower of Attorney to this form when you return it.Companies: Where the company has a Sole Director who is also theSole Company Secretary, this form must be signed by that person. Ifthe company (pursuant to section 204A of the Corporations Act2001) does not have a Company Secretary, a Sole Director can alsosign alone. Otherwise this form must be signed by a Director jointlywith either another Director or a Company Secretary. Please sign inthe appropriate place to indicate the office held. Delete titles asapplicable.
Attending the MeetingBring this form to assist registration. If a representative of a corporatesecurityholder or proxy is to attend the meeting you will need toprovide the appropriate “Certificate of Appointment of CorporateRepresentative” prior to admission. A form of the certificate may beobtained from Computershare or online at www.investorcentre.comunder the information tab, "Downloadable Forms".
Comments & Questions: If you have any comments or questionsfor the company, please write them on a separate sheet of paper andreturn with this form.
Turn over to complete the form
A proxy need not be a securityholder of the Company.
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916CR_0_Sample_Proxy/000001/000001/i
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Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with ’X’) should adviseyour broker of any changes.
Proxy Form Please mark to indicate your directions
Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Summit Resources Limited hereby appoint
STEP 1
the ChairmanOR
PLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, asthe proxy sees fit) at the General Meeting of Summit Resources Limited to be held at Function Room, Celtic Club, 48 Ord Street, West PerthWA on Thursday, 3 November 2011 at 1:30pm (WST) and at any adjournment of that meeting.
STEP 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
SIGN Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
ContactName
ContactDaytimeTelephone Date
The Chairman of the Meeting intends to vote undirected proxies in favour of the item of business.
of the meeting
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Ordinary Business
Item 1 Resolution proposed by Revelation Special Situations Fund Limited
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