LRL Leyshon Res

RNS Number:4076T
Leyshon Resources Limited
31 October 2005


                           LEYSHON RESOURCES LIMITED

                             ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at 10.00am on Tuesday, 29
November 2005 (WST) at Level 6, 28 The Esplanade, Perth, Western Australia.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of the
Company will be held at 10.00am on Tuesday, 29 November 2005 (WST) at Level 6,
28 The Esplanade, Perth, Western Australia ("Meeting").
The Explanatory Notes to this Notice provides additional information on maters
to be considered at the Meeting. The Explanatory Notes and the Proxy Form form
part of this Notice.

The Directors have determined pursuant to regulation 7.11.38 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are
those who are registered as Shareholders of the Company at 10.00am on 27
November 2005 (WST).

AGENDA

ORDINARY BUSINESS

1. Discussion of Financial Report

To discuss the financial report, the Directors' report and the auditor's report
for the year ended 30 June 2005.

2. Resolution 1 - Re-election of Director

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

"That Mark Pearce who retires in accordance with the Company's Constitution and,
being eligible, offers himself for re-election, be re-elected as a director."

Details of Mr Mark Pearce's experience and qualifications are provided in the
Company's 2005 Annual Report.

3. Resolution 2 - Remuneration Report

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

"That the Remuneration Report forming part of the Directors' Report for the year
ended 30 June 2005 be adopted".

Note the vote on this resolution does not bind the Company or its Directors.

SPECIAL BUSINESS

4. Resolution 3 - Directors' Fees

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

"That the maximum yearly aggregate sum of Directors' fees payable by the Company
is increased from A$150,000 per annum to $250,000 per annum pursuant to clause
6.5(a) of the Company's Constitution and approved for the purposes of ASX
Listing Rule 10.17."

Voting Exclusion Statement

Item 4 - Resolution 3 - Directors' Fees

The Company will disregard any votes cast in respect of Resolution 3 by any
Director of the Company, or any of their associates.

However, the Company need not disregard a vote if:

   * the vote 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 vote 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.

By Order of the Board

Mark Pearce
Company Secretary
18 October 2005

Explanatory Notes


1. Introduction

These Explanatory Notes have been prepared for the information of Shareholders
of the Company in connection with the business to be conducted at the Annual
General Meeting to be held at 10.00am on Tuesday, 29 November 2005 (WST) at
Level 6, 28 The Esplanade, Perth, Western Australia.
The purpose of these Explanatory Notes is to provide information to Shareholders
in deciding whether or not to pass the Resolutions set out in the Notice.

2. Item 3 - Resolution 2 - Remuneration Report

Pursuant to section 250R(2) of the Corporations Act 2001 ("Corporations Act"),
the Company is required to put the Remuneration Report to the vote of
Shareholders. The Annual Report for the year ended 30 June 2005 contains a
Remuneration Report which sets out the policy for the remuneration of the
Directors and specified executives of the Company.

The provisions of the Corporations Act provide that Resolution 2 need only be an
advisory vote of Shareholders.

Accordingly, Resolution 2 is advisory only and does not bind the Directors. Of
itself, a failure of Shareholders to pass Resolution 2 will not require the
Directors to alter any of the arrangements of the Remuneration Report, however
the Board will take the outcome of the vote into consideration when considering
the remuneration policy.

The chairman of the Meeting will allow a reasonable opportunity for Shareholders
as a whole to ask about, or make comments on, the Remuneration Report.

3. Item 4 - Resolution 3 - Directors' Fees

In accordance with ASX Listing Rule 10.17, an increase in the total amount of
Directors' Fees requires shareholder approval.

Resolution 3 proposes an increase to the maximum yearly sum payable for
Directors' Fees permitted under the Company's Constitution from A$150,000 per
annum to A$250,000 per annum. The total aggregate sum payable for Directors'
Fees was previously authorised by special resolution at the Annual General
Meeting of the Company on 18 October 1995.

It is not presently proposed that the full amount of the increase of fees will
be paid to Directors. However, given the Company's listing on the Alternative
Investment Market of the London Stock Exchange, it is expected that changes to
the Board will occur to reflect the orientation of the Company to London and
China and the proposed increase will enable the Company to appoint and retain
Directors with the necessary qualifications and experience to ensure the
continued growth of the Company.

In accordance with ASX Listing Rules, the Directors and their associates will be
excluded from voting on Resolution 3.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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