MINCOR RESOURCES NL 
By ACN 072 745 692
NOTICE OF ANNUAL GENERAL MEETING PROXY FORM
AND
EXPLANATORY MEMORANDUM
Date of Meeting
Wednesday, 14 November 2012
Time of Meeting
11.30am WST
Place of Meeting
The Celtic Club
48 Ord Street
West Perth WA 6005
MINCOR RESOURCES NL
NOTICE OF SIXTEENTH ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Sixteenth Annual General Meeting of the shareholders of Mincor Resources NL ACN 072 745 692 ("Company") will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday, 14 November 2012 at 11.30am WST for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.
Business
A G E N D A
An Explanatory Memorandum containing information in relation to each of the following resolutions accompanies this Notice of Annual General Meeting. Capitalised terms used in this Notice of AGM are defined in the Glossary to the Explanatory Memorandum.
Annual Accounts
To receive and consider the financial statements of the Company for the year ended 30 June 2012, consisting of the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, the Directors' Report, the Directors' Declaration and the Independent Auditor's Report.
RESOLUTION 1 - Non Binding Resolution to adopt Remuneration Report
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That pursuant to and in accordance with section 250R(2) of the Corporations Act, the
Remuneration Report as contained within the Directors' Report be adopted.
Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.
The Company will disregard any votes cast on this Resolution by or on behalf of a Restricted Voter. However, the Company need not disregard a vote if:
a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution; and
b) it is not cast on behalf of a Restricted Voter.
RESOLUTION 2 - Re-election of Mr Ian Fred Burston as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That Mr Ian Fred Burston, being a Director, retiring by rotation in accordance with Rule 15.2 of the
Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.
Other Business
To deal with any other business which may be brought forward in accordance with the Company's
Constitution and the Corporations Act 2001 (Cth).
BY ORDER OF THE BOARD
Brian Lynn
Company Secretary
Dated: 24 September 2012
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PROXIES
• A Shareholder entitled to attend and vote at the above AGM of Shareholders may appoint not more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder's voting rights.
• A proxy may, but need not be, a Shareholder of the Company.
• The instrument appointing a proxy must be in writing, executed by the appointor or his/her attorney duly authorised in writing or, if such appointer is a corporation, either under seal or under hand of an officer or his/her attorney duly authorised.
• The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed. Capitalised terms used in the enclosed Proxy Form have the same meaning as defined in the Glossary to the Explanatory Memorandum.
ENTITLEMENT TO VOTE
For the purposes of regulation 7.11.37 of the Corporations Regulations, the Board has determined that members holding ordinary shares at 5.00pm WST on 12 November 2012 will be entitled to attend and vote at the AGM.
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MINCOR RESOURCES NL
ACN 072 745 692
EXPLANATORY MEMORANDUM
This Explanatory Memorandum is intended to provide
shareholders with sufficient information to assess the merits
of the Resolutions contained in the accompanying Notice of
AGM ("Notice") of Mincor Resources NL ("Company").
The Directors recommend shareholders read this Explanatory
Memorandum in full before making any decision in relation to
the Resolutions.
Certain terms and abbreviations used in this Explanatory
Memorandum have defined meanings which are explained in the
Glossary appearing at the end of this Explanatory
Memorandum.
The following information should be noted in respect of the
various matters contained in the accompanying Notice:
1. ANNUAL ACCOUNTS
The Corporations Act requires shareholders to receive and
consider the annual financial statements of the Company for
the financial year ended 30 June 2012 together with the
Directors' Report, the Directors' Declaration and the
Independent Auditor's Report. A copy of these reports may be
accessed by visiting the Company's website
www.mincor.com.au.
There is no requirement for shareholders to approve these
reports. However, the Company will provide a reasonable
opportunity for shareholders to ask questions or make
comments about the annual financial statements and the
management of the Company. Shareholders will also be given a
reasonable opportunity to ask the Auditor questions relevant
to:
• the conduct of the audit;
• the preparation and content of the auditor's report;
• the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
• the independence of the auditor in relation to the conduct of the audit.
2. RESOLUTION 1 - Resolution to adopt Remuneration Report
Section 298 of the Corporations Act requires that the annual
Directors' Report contain a
Remuneration Report prepared in accordance with section 300A
of the Corporations Act.
Pursuant to Section 250R(2) of the Corporations Act, a
resolution adopting the Remuneration
Report contained within the Directors' Report must be put to
the vote.
The Remuneration Report is set out within the Directors'
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.
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A reasonable opportunity will be provided for discussion of
the Remuneration Report at the meeting.
Shareholders are advised that pursuant to Section 250R(3) of
the Corporations Act, this resolution is advisory only and
does not bind the Directors or the Company.
However, under changes to the Corporations Act which came
into effect on 1 July 2011, if at least 25% of the votes cast
are against adoption of the Remuneration Report at an AGM,
and then again at the following AGM (Following AGM), the
Company will be required to put a resolution to the Following
AGM, to approve calling an extraordinary general meeting
(spill resolution). If more than 50% of Shareholders vote in
favour of the spill resolution, the Company must convene an
extraordinary general meeting (spill meeting) within 90 days
of the Following AGM. All of the Directors who were in office
when the Directors' Report (as included in the Company's
annual financial report for the financial year ended
immediately before the Following AGM) was approved, other
than the Managing Director, will cease to hold office
immediately before the end of the spill meeting and will (if
desired) need to stand for re-election at the spill
meeting.
It is noted that at the Company's 2011 AGM the votes cast
against the Remuneration Report was less than 25% and
accordingly, a spill resolution is not required for this
AGM.
Note that the Directors and other Restricted Voters may not
vote on this Resolution and may not cast a vote as proxy,
unless the appointment gives a direction on how to vote.
Shareholders are urged to carefully read the proxy form and
provide a direction to the proxy on how to vote on this
Resolution.
The Board unanimously recommends that shareholders vote in
favour of adopting the
Remuneration Report.
3. RESOLUTION 2 - Re-election of Ian Fred Burston as a
Director
Rule 15.2 of the Company's Constitution provides that at
every annual general meeting of the Company one-third of the
Directors (other than alternate Directors and the Managing
Director) shall retire from office. The Directors to retire
at an annual general meeting are those who have been longest
in office since their last election. A retiring Director is
eligible for re- election.
Accordingly, pursuant to Rule 15.2 of the Company's
Constitution, Ian Fred Burston, being a Director, retires by
way of rotation and, being eligible, offers himself for
re-election as a Director.
Mr Burston is a Non-executive Director who joined the Company
in January 2003. He holds a Bachelor of Engineering (Mech)
degree from Melbourne University and a diploma in
Aeronautical Engineering from Royal Melbourne Institute of
Technology. He has completed the Insead Management Program in
Paris and the Harvard Advanced Management Program in Boston.
Mr Burston has over 30 years' experience in the extractive
and related industries.
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GLOSSARY
Accounting Standards has the meaning given to that term in
the Corporations Act;
AGM means annual general meeting;
Board means the board of Directors;
Closely Related Party has the meaning given to that term in
the Corporations Act. Under the Corporations Act, a Closely
Related Party of a member of the Key Management Personnel for
an entity means:
a) a spouse or child of the member; or b) a child of the
member's spouse; or
c) a dependant of the member or of the member's spouse;
or
d) anyone else who is one of the member's family and may be
expected to influence the member, or be influenced by the
member, or in the member's dealings with the entity; or
e) a company the member controls; or
f) a person prescribed by the Corporations Regulations 2001
to be a Closely Related Party;
Company means Mincor Resources NL ACN 072 745 692;
Corporations Act means Corporations Act 2001 (Cth);
Constitution means the Company's constitution, as amended
from time to time;
Director means a director of the Company;
Explanatory Memorandum means this explanatory memorandum
accompanying the Notice;
Key Management Personnel has the meaning given to that term
in the Accounting Standards. The Accounting Standards define
the Key Management Personnel of an entity to be those
persons having authority and responsibility for planning,
directing and controlling the activities of the entity,
directly or indirectly, including any director (whether
executive or otherwise) of that entity.
Notice means the Notice of Annual General Meeting
accompanying this Explanatory
Memorandum;
Resolution means a resolution proposed pursuant to the
Notice;
Restricted Voter means Key Management Personnel and their
Closely Related Parties;
Shareholders means holders of fully paid ordinary shares in
the Company; and
WST means Australian Western Standard Time.
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The Company Secretary Mincor Resources NL Level 1, 56 Ord Street
MINCOR RESOURCES NL
ACN 072 745 692
PROXY FORMWEST PERTH WA 6005 Facsimile: (08) 9321 8994
I/We (name of shareholder) ........................................................................................................................................................................................................................................ of (address) ....................................................................................................................................................................................................................................................................... being a member/members of Mincor Resources NL HEREBY APPOINT
(name) ................................................................................................................................................................................................................................................................................... of (address) ....................................................................................................................................................................................................................................................................... and/or failing him (name) ............................................................................................................................................................................................................................................ of (address) .......................................................................................................................................................................................................................................................................
or failing that person then the Chairman of the Annual General Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 14 November 2012 at 11.30am WST at the Celtic Club, 48 Ord Street, West Perth, Western Australia and at any adjournment of the meeting.
Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:
I/We direct my/our Proxy to vote in the following manner:
