Notice of AGM

RNS Number:6756G
Leyshon Resources Limited
31 October 2007

LEYSHON RESOURCES LIMITED
ABN 75 010 482 274

NOTICE OF ANNUAL GENERAL MEETING

The annual general meeting of the Company will be held at Ground Floor, 16 Ord
Street, West Perth WA 6005 on Thursday, 29 November 2007 at 10am (WST).

This notice of annual general meeting should be read in its entirety. If
Shareholders are in doubt as to how they should vote, they should seek advice
from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the
Company by telephone on (08) 9321 0077.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of
Leyshon Resources Limited ("Company") will be held at Ground Floor, 16 Ord
Street, West Perth WA 6005 on Thursday, 29 November 2007 at 10am (WST)
("Meeting").

The Explanatory Memorandum to this Notice provides additional information on
matters to be considered at the Meeting. The Explanatory Memorandum and the
Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are
those who are registered as Shareholders on 27 November 2007 at 5pm (WST).
Terms and abbreviations used in this Notice and the Explanatory Memorandum are
defined in Section 9 of the Explanatory Memorandum.

AGENDA

Financial Report

To receive the Financial Report of the Company and its controlled entities for
the year ended 30 June 2007 together with a Directors' report in relation to
that financial year and the auditor's report on the Financial Report.

1. Resolution 1 - Approve Remuneration Report

To consider, and if thought fit, pass as an ordinary resolution with or without
amendment the following:

"That the Remuneration Report be adopted by the Shareholders on the terms and
conditions in the Explanatory Memorandum."

2. Resolution 2 - Re-election of Mr Richard Seville as Director

To consider and, if thought fit, to pass as an ordinary resolution with or
without amendment the following:

"That Mr Richard Seville, who retires in accordance with the Constitution and,
being eligible, offers himself for re-election, be re-elected as a Director."

3. Resolution 3 - Re-election of Ms Stacey Apostolou as Director

To consider and, if thought fit, to pass as an ordinary resolution with or
without amendment the following:

"That Ms Stacey Apostolou, who retires in accordance with the Constitution and,
being eligible, offers herself for re-election, be re-elected as a Director."

4. Resolution 4 - Authority to grant Incentive Options to Mr John Fletcher

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

"That, pursuant to and in accordance with Listing Rule 10.11 and Chapter 2E of
the Corporations Act, Shareholders authorise the Directors to grant 1,000,000
Incentive Options exercisable at A$0.70 each on or before 30 November 2010 to
Asian Cleveland Limited, a related party of Mr John Fletcher, on the terms and
conditions in the Explanatory Memorandum accompanying this Notice."

Voting exclusion
The Company will disregard any votes cast on this resolution by a person or
their associate, who is to receive Incentive Options (except a benefit soley in
their capacity as holder of ordinary securities), if the resolution is passed.
However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form; or

(b) 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.

5. Resolution 5 - Authority to grant Incentive Options to Mr Richard Seville

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

"That, pursuant to and in accordance with Listing Rule 10.11 and Chapter 2E of
the Corporations Act, Shareholders authorise the Directors to grant 1,000,000
Incentive Options exercisable at A$0.70 each on or before 30 November 2010 to
Ockleston Nominees Pty Ltd ATF the Seville Trust, a related party of Mr Richard
Seville, on the terms and conditions in the Explanatory Memorandum accompanying
this Notice."

(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form; or

(b) 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.

6. Resolution 6 - Authority to grant Incentive Options to Ms Stacey Apostolou

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

"That, pursuant to and in accordance with Listing Rule 10.11 and Chapter 2E of
the Corporations Act, Shareholders authorise the Directors to grant 2,000,000
Incentive Options exercisable at A$0.70 each on or before 30 November 2010 to
Apostman Holdings Pty Ltd ATF the Apostman Trust, a related party of Ms Stacey
Apostolou, on the terms and conditions in the Explanatory Memorandum
accompanying this Notice."

(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form; or

(b) 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.

7. Resolution 7 -Deed of Indemnity and Access with Mr Richard Seville

To consider and, if thought fit, to pass as an ordinary resolution with or
without amendment the following:

"That pursuant to section 200B and Chapter 2E of the Corporations Act and for
all other purposes approval be given to the Company, to:

(a) indemnify Mr Seville, during the period of directorship and after the
cessation of directorship, in respect of certain claims should any
be made against that director whilst acting in his capacity as a Director;

(b) use its reasonable endeavours to procure an insurance policy and pay the
premiums of insurance as assessed at market rates applicable from time to time
for Mr Seville in respect of certain claims made against him acting in his
capacity of a Director (except to the extent such insurance cannot
be procured at a reasonable cost or is otherwise unavailable to the Company);
and

(c) use its reasonable endeavours to ensure that an insurance
policy for Mr Seville is at all times covered under an insurance policy for the
period of 7 years from the date that Director ceases to be Director ("Insurance
Run-Off Period"), which will be on terms not materially less favourable to Mr
Seville than the terms of insurance applicable at the date of termination of his
directorship and to continue to pay those premiums during that Insurance Run-Off
Period (except to the extent such insurance cannot be procured at a reasonable
cost or is otherwise unavailable to the Company); and

(d) provide Mr Seville with access, upon the cessation for any
reason of his directorship and for a period of not less than 7 years following
that cessation, to any Company records which are either prepared or provided to
Mr Seville during the period of his directorship,

upon and subject to the terms and conditions in the Explanatory Memorandum."

Dated 23 October 2007
By Order of the Board

Stacey Apostolou
Director and Company Secretary

LEYSHON RESOURCES LIMITED
ABN 75 010 482 274

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of
Shareholders of the Company in connection with the business to be conducted at
the Meeting to be held at Ground Floor, 16 Ord Street, West Perth, Western
Australia on 29 November 2007 at 10am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of
the accompanying Notice. The purpose of this Explanatory Memorandum is to
provide information to Shareholders in deciding whether or not to pass the
Resolutions in the Notice.

This Explanatory Memorandum includes the following information to assist
Shareholders in deciding how to vote on the Resolutions.

A Proxy Form is located at the end of the Explanatory Memorandum.

1. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding
how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if
they wish to appoint a representative (a "proxy") to vote in their place. All
Shareholders are invited and encouraged to attend the Meeting or, if they are
unable to attend in person, sign and return the Proxy Form to the Company in
accordance with the instructions provided. Lodgement of a Proxy Form will not
preclude a Shareholder from attending and voting at the Meeting in person.

2. Financial statements and reports

The Corporations Act requires the Financial Report (which includes the financial
statements and directors declaration), the Directors' report and auditor's
report to be laid before the Company's annual general meeting. There is no
requirement in either in the Corporations Act or the Constitution for
Shareholders to approve the Financial Report, the Directors' report or the
auditor's report.

Shareholders will be offered the following opportunities:

(a) Discuss the Financial Report (which includes the financial
statements and directors declaration), the Directors' report and auditor's
report for the financial year ended 30 June 2007.

(b) Ask questions or make comment on the management of the Company.

In addition to taking questions at the Meeting, written questions to the
Chairman of the Meeting about the management of the Company, or to the Company's
auditor about:

(a) the preparation and content of the auditor's report;

(b) the conduct of the audit;

(d) the independence of the auditor in relation to the conduct
of the audit,

may be submitted no later than 5 business days before the Meeting to the Company
Secretary at the Company's registered office.

3. Resolution 1- Approve Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, the Company is required to
put the Remuneration Report to the vote of Shareholders. The Financial Report
for the year ended 30 June 2007 contains the Remuneration Report which sets out
the remuneration policy for the Company and reports the remuneration
arrangements in place for the executive Directors, specified executives and
non-executive Directors.

The provisions of the Corporations Act provide that Resolution 1 need only be an
advisory vote of Shareholders.

Accordingly, Resolution 1 is advisory only and does not bind the Directors. Of
itself, a failure of Shareholders to pass Resolution 1 will not require the
Directors to alter any of the arrangements in 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.

4. Resolution 2 - Re-election of Mr Richard Seville as a Director

Article 6.3(j) of the Constitution provides that Directors appointed under
article 6.2(b) of the Constitution must retire at the next annual general
meeting of the Company. Such directors are eligible for re-election.

Pursuant to these articles Mr Richard Seville will retire at the Meeting and
seek re-election.

Information on Mr Richard Seville is contained in the Company's annual report.

5. Resolution 3 - Re-election of Ms Stacey Apostolou as a Director

Article 6.3(c) of the Constitution provides that where the Company has at least
three Directors, one third of the Directors must retire at each annual general
meeting of the Company. Such directors are eligible for re-election.

Pursuant to these articles Ms Stacey Apostolou will retire at the Meeting and
seek re-election.

Information on Ms Stacey Apostolou is contained in the Company's annual report.

6. Resolution 4 - Authority to Grant Incentive Options to Mr John Fletcher

Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 10.11
and Chapter 2E of the Corporations Act for the Directors to grant 1,000,000
Incentive Options to Asian Cleveland Limited, a company of which Mr Fletcher is
a beneficiary.

Shareholder approval is required under ASX Listing Rule 10.11 and section 208 of
the Corporations Act because Mr Fletcher is a related party of the Company.
Resolution 4 is an ordinary resolution.

Specific Information Required by Listing Rule 10.13 and section 219 of the
Corporations Act

(a) 1,000,000 Incentive Options will be granted to Asian Cleveland Limited, a
related party of Mr Fletcher exercisable at $0.70 each on or before 30 November
2010.

(b) Mr Fletcher was appointed as Non-Executive Chairman on 7 April 2006. Mr
Fletcher is based in Hong Kong and has worked on numerous transactions involving
both Chinese and International Groups.

The Company is a small listed company which is developing the Zheng Guang gold
project in northern China. The Company's funds are committed to exploration and
development activities. As a result, the Board chose to grant Incentive Options
to Mr Fletcher as a key component of his remuneration. As a result, the Board
chose to grant Incentive Options to Mr Fletcher as a key component of his
remuneration to reflect his involvement in these activities at a key stage of
the Company's growth.

There are no additional performance criteria on Incentive Options as given the
speculative nature of the Company's activities and the small management team
responsible for its running, it is considered the performance of Mr Fletcher and
the performance and value of the Company are closely related.

(c) The granting of options to non-executive directors is contrary to ASX
Corporate Governance Guideline 9.3. However, for the reasons outlined in
paragraph (b), the other Directors still consider the granting of Incentive
Options in these circumstances to be appropriate and accordingly Shareholder
approval is sought to grant these Incentive Options to Mr Fletcher.

(d) In addition to the Incentive Options to be issued in accordance with
Resolution 4, Mr Fletcher currently receives the following remuneration package:

Director's Fees A$90,000 pa
Total A$90,000 pa

In addition, Mr Fletcher is entitled to reimbursement of all reasonable
travelling, accommodation and other expenses that a Director properly incurs in
attending meetings of Directors or any meetings of Shareholders and in
connection with the business of the Company. Other than as in this Notice, Mr
Fletcher does not receive any other emoluments.

(e) The Incentive Options will be granted for nil consideration.

(f) Upon exercise of the Incentive Options, the Shares will be issued on a
one for one basis on the same terms as the Company's existing Shares.

(g) The Incentive Options are exercisable from the date of grant until 30
November 2010. The Incentive Options will not be quoted on ASX. Further terms
and conditions of the Incentive Options are in Schedule 2 of this Explanatory
Memorandum.

(h) The Company will grant the Incentive Options no later than 1 month
after the date of the Meeting (or such longer period of time as ASX may in its
discretion allow).

(i) Mr Fletcher has an interest in the Resolution under which Incentive
Options will be granted to him and therefore does not want to make a
recommendation. In relation to the Incentive Options to be granted to Mr
Fletcher, each other Director has no interest in the outcome of the grant of
Incentive Options and is in favour of the Resolution.

(j) The current security holding of Mr Fletcher is as follows:

Name Shares
Cleveland Investment Global Limited 2,202,824

(k) A valuation of these Incentive Options has been obtained from an independent
expert and on the basis of the assumptions below the technical value of one
Incentive Option is as follows:

Name Number of Options Value Per Security Total Value
Mr John Fletcher 1,000,000 $0.305 $305,000

This valuation imputes a total value of $305,000 to the Fletcher Incentive
Options. The value may go up or down after the date of valuation as it will
depend on the future price of a Share. The Black & Scholes and Binomial
valuation methodology's have been used, together with the following assumptions:

i. The risk free rate is the Commonwealth Government securities rate with a
maturity date approximating that of the expiration period of the Incentive
Options as at 15 October 2007 - 6.59%;

ii. The underlying security spot price used for the purposes of this valuation
is based on the closing price of the Company's Shares as at 15 October 2007 -
$0.61;

iii. The volatility factor is set as 75% which is based on an average of
comparable companies' historical data from the Australian Graduate School of
Management's Risk Measurement Service;

iv. For the purposes of the valuation, no future dividend payments have been
forecast; and

v. For the purposes of the valuation it is assumed that the Incentive Options
will not be exercised any earlier than the expiry date of 30 November 2010.

(l) If the Shareholders approve the proposed grant of Incentive Options under
this Resolution, the exercise of those Incentive Options will result in a
dilution of all other Shareholders' holdings in the Company of 0.46% based on
issued Shares as at the date of this Notice.

(m) Under the accounting standard AASB 2 Share Based Payments, the Company would
recognise the fair value of options granted to Mr Fletcher as an expense of
$305,000 in the income statement with a corresponding adjustment to equity.

(n) The market price of Shares would normally determine whether Mr Fletcher will
exercise the Incentive Options or not. If the Incentive Options are exercised at
a price that is lower than the price at which Shares are trading on ASX, there
may be a perceived cost to the Company.

(o) No funds will be raised by the grant of the Fletcher Incentive Options as
they are being issued for nil consideration.

(p) Historical Share price information for the last twelve months is below:

----------------------- ----------------
Price Date

Highest $0.90 4 January 2007

Lowest $0.44 17 August 2007

Last $0.61 15 October 2007
------------- ------------ ----------------

(q) Other than the information above and otherwise in this Explanatory
Memorandum, the Company believes that there is no other information that would
be reasonably required by Shareholders to pass Resolution 4.

(r) A voting exclusion statement is included in this Notice.

Shareholder approval is sought under Listing Rule 10.11 so approval under
Listing Rule 7.1 is not required.

7. Resolution 5 - Authority to Grant Incentive Options to Mr Richard Seville

Resolution 5 seeks the approval of Shareholders pursuant to Listing Rule 10.11
and Chapter 2E of the Corporations Act for the Directors to grant 1,000,000
Incentive Options to Ockleston Nominees Pty Ltd ATF the Seville Trust, a company
of which Mr Seville is a director and beneficiary.

Shareholder approval is required under ASX Listing Rule 10.11 and section 208 of
the Corporations Act because Mr Seville is a related party of the Company.
Resolution 5 is an ordinary resolution.

Specific Information Required by Listing Rule 10.13 and section 219 of the
Corporations Act

(a) 1,000,000 Incentive Options will be granted to Ockleston Nominees Pty Ltd
ATF the Seville Trust, a related party of Mr Seville exercisable at $0.70 each
on or before 30 November 2010.

(b) Mr Seville was appointed as Non-Executive Director on 1 February 2007. Mr
Seville is a mining geologist and geotechnical engineer with significant
experience covering exploration, mine development and mine operations in gold,
base metals and coal projects in Australia, Asia and Africa. Mr Seville also has
significant corporate and public company experience.

The Company is a small listed company which is developing the Zheng Guang gold
project in northern China. The Company's funds are committed to exploration and
development activities. As a result, the Board chose to grant Incentive Options
to Mr Seville as a key component of his remuneration to reflect his involvement
in these activities at a key stage of the Company's growth.

There are no additional performance criteria on Incentive Options as given the
speculative nature of the Company's activities and the small management team
responsible for its running, it is considered the performance of Mr Seville and
the performance and value of the Company closely related.

(d) In addition to the Incentive Options to be issued in accordance with
Resolution 5, Mr Seville currently receives the following remuneration package:

Director's Fees A$50,000 pa
Total A$50,000 pa

The Company has also entered into a consultancy arrangement with Richard Seville
& Associates Pty Ltd in relation to the provision of technical services by Mr
Seville at the rate of A$1,600 per day. The consultancy agreement is for an
initial term to 31 December 2007 and thereafer until terminated. The consultancy
can be terminated by either party providing three months written notice.
In addition, Mr Seville is entitled to reimbursement of all reasonable
travelling, accommodation and other expenses that a Director properly incurs in
attending meetings of Directors or any meetings of Shareholders and in
connection with the business of the Company. Other than as in this Notice, Mr
Seville does not receive any other emoluments.

(e) The Incentive Options will be granted for nil consideration.

(f) Upon exercise of the Incentive Options, the Shares will be issued on a
one for one basis on the same terms as the Company's existing Shares.

(h) The Company will grant the Incentive Options no later than 1 month
after the date of the Meeting (or such longer period of time as ASX may in its
discretion allow).

(i) Mr Seville has an interest in the Resolution under which Incentive
Options will be granted to him and therefore does not want to make a
recommendation. In relation to the Incentive Options to be granted to Mr
Seville, each other Director has no interest in the outcome of the grant of
Incentive Options and is in favour of the Resolution.

(j) Other than the Incentive Options the subject of this Resolution 5, Mr
Seville currently does not hold an interest in securities of the Company.

(k) A valuation of these Incentive Options has been obtained from an independent
expert and on the basis of the assumptions below the technical value of one
Incentive Option is as follows:

Name Number of Options Value Per Security Total Value
Mr Richard Seville 1,000,000 $0.305 $305,000

This valuation imputes a total value of $305,000 to the Seville Incentive
Options. The value may go up or down after the date of valuation as it will
depend on the future price of a Share. The Black & Scholes and Binomial
valuation methodology's have been used, together with the following assumptions:

i. The risk free rate is the Commonwealth Government securities rate with a
maturity date approximating that of the expiration period of the Incentive
Options as at 15 October 2007 - 6.59%;

ii. The underlying security spot price used for the purposes of this valuation
is based on the closing price of the Company's Shares as at 15 October 2007 -
$0.61;

iii. The volatility factor is set as 75% which is based on an average of
comparable companies' historical data from the Australian Graduate School of
Management's Risk Measurement Service;

iv. For the purposes of the valuation, no future dividend payments have been
forecast; and

v. For the purposes of the valuation it is assumed that the Incentive Options
will not be exercised any earlier than the expiry date of 30 November 2010.

(m) Under the accounting standard AASB 2 Share Based Payments, the Company would
recognise the fair value of options granted to Mr Seville as an expense of
$305,000 in the income statement with a corresponding adjustment to equity.

(n) The market price of Shares would normally determine whether Mr Seville will
exercise the Incentive Options or not. If the Incentive Options are exercised at
a price that is lower than the price at which Shares are trading on ASX, there
may be a perceived cost to the Company.

(o) No funds will be raised by the grant of the Seville Incentive Options as
they are being issued for nil consideration.

(p) Historical Share price information for the last twelve months is below:

----------------------- ----------------
Price Date

Highest $0.90 4 January 2007

Lowest $0.44 17 August 2007

Last $0.61 15 October 2007
------------- ------------ ----------------

(r) A voting exclusion statement is included in this Notice.

Shareholder approval is sought under Listing Rule 10.11 so approval under
Listing Rule 7.1 is not required.

8. Resolution 6 - Authority to Grant Incentive Options to Ms Stacey Apostolou

Resolution 5 seeks the approval of Shareholders pursuant to Listing Rule 10.11
and Chapter 2E of the Corporations Act for the Directors to grant 2,000,000
Incentive Options to Apostman Holdings Pty Ltd ATF the Apostman Trust, a company
of which Ms Apostolou is a director and beneficiary.

Shareholder approval is required under ASX Listing Rule 10.11 and section 208 of
the Corporations Act because Ms Apostolou is a related party of the Company.
Resolution 6 is an ordinary resolution.

Specific Information Required by Listing Rule 10.13 and section 219 of the
Corporations Act

(a) 2,000,000 Incentive Options will be granted to Apostman Holdings Pty Ltd ATF
the Apostman Trust, a related party of Ms Apostolou exercisable at $0.70 each on
or before 30 November 2010.

(b) Ms Apostolou was appointed as an Executive Director on 7 April 2006. Prior
to that Ms Apostolou had served as the Company's Manager Corporate from August
2005. The Remuneration Committee has resolved to amend the terms of Ms
Apostolou's employment contract to include an incentive for future performance
through the issue of the Incentive Options.

There are no additional performance criteria on Incentive Options as given the
speculative nature of the Company's activities and the small management team
responsible for its running, it is considered the performance of Ms Apostolou
and the performance and value of the Company are closely related.

(d) In addition to the Incentive Options to be issued in accordance with
Resolution 6, Ms Apostolou currently receives the following remuneration
package:

Salary A$160,000 pa
Superannuation A$14,400 pa
Total A$174,400 pa

In addition, Ms Apostolou is entitled to reimbursement of all reasonable
travelling, accommodation and other out of pocket expenses that she properly
incurs in connection with the business of the Company and her role as a
Director. Other than as in this Notice, Ms Apostolou does not receive any other
emoluments.

(e) The Incentive Options will be granted for nil consideration.

(f) Upon exercise of the Incentive Options, the Shares will be issued on a
one for one basis on the same terms as the Company's existing Shares.

(h) The Company will grant the Incentive Options no later than 1 month
after the date of the Meeting (or such longer period of time as ASX may in its
discretion allow).

(i) Ms Apostolou has an interest in the Resolution under which Incentive
Options will be granted to him and therefore does not want to make a
recommendation. In relation to the Incentive Options to be granted to Ms
Apostolou, each other Director has no interest in the outcome of the grant of
Incentive Options and is in favour of the Resolution.

(j) The current security holding of Ms Apostolou is as follows:

Name Shares
Apostman Superannuation Fund 100,000

(k) A valuation of these Incentive Options has been obtained from an independent
expert and on the basis of the assumptions below the technical value of one
Incentive Option is as follows:

Name Number of Options Value Per Security Total Value
Ms Stacey Apostolou 2,000,000 $0.305 $610,000

This valuation imputes a total value of $610,000 to the Apostolou Incentive
Options. The value may go up or down after the date of valuation as it will
depend on the future price of a Share. The Black & Scholes and Binomial
valuation methodology's have been used, together with the following assumptions:

i. The risk free rate is the Commonwealth Government securities rate with a
maturity date approximating that of the expiration period of the Incentive
Options as at 15 October 2007 - 6.59%;

ii. The underlying security spot price used for the purposes of this valuation
is based on the closing price of the Company's Shares as at 15 October 2007 -
$0.61;

iii. The volatility factor is set as 75% which is based on an average of
comparable companies' historical data from the Australian Graduate School of
Management's Risk Measurement Service;

iv. For the purposes of the valuation, no future dividend payments have been
forecast; and

v. For the purposes of the valuation it is assumed that the Incentive Options
will not be exercised any earlier than the expiry date of 30 November 2010.

(l) If the Shareholders approve the proposed grant of Incentive Options under
this Resolution, the exercise of those Incentive Options will result in a
dilution of all other Shareholders' holdings in the Company of 0.92% based on
issued Shares as at the date of this Notice.

(m) Under the accounting standard AASB 2 Share Based Payments, the Company would
recognise the fair value of options granted to Ms Apostolou as an expense of
$610,000 in the income statement with a corresponding adjustment to equity.

(n) The market price of Shares would normally determine whether Ms Apostolou
will exercise the Incentive Options or not. If the Incentive Options are
exercised at a price that is lower than the price at which Shares are trading on
ASX, there may be a perceived cost to the Company.

(o) No funds will be raised by the grant of the Apostolou Incentive Options as
they are being issued for nil consideration.

(p) Historical Share price information for the last twelve months is below:

Price Date

Highest $0.90 4 January 2007

Lowest $0.44 17 August 2007

Last $0.61 15 October 2007

(r) A voting exclusion statement is included in this Notice.

Shareholder approval is sought under Listing Rule 10.11 so approval under
Listing Rule 7.1 is not required.

9. Resolution 7 -Deed of Indemnity and Access with Mr Richard Seville

9.1 Background

The purpose of Resolution 7 is to enable the Company, to provide Mr Seville with
a reasonable level of protection in relation to claims made against him acting
as a director of the Company, effective from the date of Mr Seville's
appointment.

Shareholder approval was granted for the Company to enter into the same Deed of
Indemnity and Access with each existing Director at the 2006 annual general
meeting.

Given his duties and responsibilities as a director of a public company and his
potential liabilities, the Board considers it appropriate that Mr Seville be
suitably protected from certain claims made against him. The proposed protection
will not extend to the extent it is prohibited by the Corporations Act.

As a person may be called to account for his or her actions several years after
ceasing to be a director of a company, it is considered reasonable that suitable
protection should extend for a period of time after Mr Seville has ceased to be
a director of the Company.

It is generally recognised that a director or former director of a company may
face considerable difficulty in properly answering or defending any claim made
against him or her, particularly, as is often the case, where the claim is
brought after the director ceases to hold office. Difficulties may arise by
reason of the following:

(a) No indemnity after directorship ends

While the Company's Constitution provides Directors with an indemnity in respect
of claims made while they remain directors arguably, that indemnity ceases when
the directorship ends. Without the benefit of an indemnity, the cost of
defending such a claim in respect of the actions of a director or former
director, even if the claim is ultimately proven to be without merit, can be
considerable and beyond the financial resources of the individual director.

(b) Maintenance of insurance policies

Directors' and Officers' insurance policies generally only provide cover for
claims made during the currency of the insurance policy, i.e. while insurance
premiums continue to be paid on the policy. Generally, unless insurance premiums
continue to be paid after the time a person ceases to be a director, claims made
after cessation of the directorship will not be covered by the insurance policy.
The cost to a former director of personally maintaining insurance cover after
ceasing to be a director can be prohibitive, particularly given the number of
years for which insurance must be maintained and given the former director will
no longer be receiving any income from the Company.

Directors have a statutory right to inspect the books of the Company:

(i) whilst they hold office; and

(ii)for a period of 7 years after the director ceases to hold office,

at all reasonable times for the purpose of a legal proceeding to which the
director is a party, that the director proposes in good faith to bring or that
the director has reason to believe will be brought against him or her.
Despite this statutory right, Mr Seville may require access to Company documents
which are relevant to his holding office as a director of the Company and not
strictly required for the purpose of anticipated, threatened or commenced legal
proceedings. Furthermore, although a proceeding may be instituted within six
years after a cause of action arises, that six year period is calculated from
the date the damage is found to have occurred - this may be long after the
conduct in question, from which the later damage arose, actually occurred.
Given these difficulties a person may be unwilling to become or to remain as a
director of a public company without suitable protection being provided by the
Company. The benefit to the Company in providing such protection is that it will
continue to be able to attract persons of suitable expertise and experience to
act as directors.

9.2 Summary of the Deeds of Indemnity and Access

The Company will enter into a Deed of Indemnity, Insurance and Access ("Deed")
which, subject to Shareholder approval, will require:

(a) the Company to indemnify Mr Seville during the period of
his directorship and after the cessation of his directorship, in respect of
certain claims made against him in his capacity as a director of the Company to
the extent allowable under the Corporations Act;

(b) the Company to use its reasonable endeavours (subject to
cost and availability) to maintain an insurance policy and pay the premiums of
insurance as assessed at market rates applicable from time to time, to the
extent available under the Corporations Act, for Mr Seville in respect of
certain claims made against him in his capacity as a director of the Company and
to continue to pay those premiums for a period of up to 7 years following the
termination of his directorship;

(c) that if the Company cannot procure an insurance policy for
a Director at a reasonable cost it shall advise such Director who may refer the
matter to an expert (whose decision shall be final and binding on the parties)
for determination that the Company has not used its reasonable endeavours and
the expert may direct the Company to obtain an insurance policy on the best
available terms; and

(d) the Company to provide Mr Seville with access, upon
ceasing for any reason to be a director of the Company and for a period of up to
7 years following that cessation, to any the Company records which are either
prepared or provided to Mr Seville during the period during which he was a
director of the Company.

The Deed will also require Mr Seville to maintain confidentiality and to protect
the Company's intellectual property.

9.3 Summary of indemnity and insurance provisions in the Corporations Act

In considering the Resolution, Shareholders should be aware of the following
limitations in the Corporations Act concerning the provision of indemnities and
insurance to the Company's Directors and officers. The Deed for which
Shareholder approval is sought under Resolution 7, complies with these
limitations.

(a) Section 199A of the Corporations Act

The Corporations Act now sets out specific prohibitions to the Company's ability
to grant indemnities for liabilities and legal costs.

The Company is prohibited from indemnifying its officers against a liability if
it is a liability:

(i) to the Company or any of its related bodies corporate;

(ii)to a third party that arose out of conduct involving a lack of good faith;
or

(iii) for a pecuniary penalty order or a compensation order
under the Corporations Act (such orders being made for breaches such as breaches
of director's duties, the related party rules and insolvent trading).

The Company is also prohibited from indemnifying its officers against legal
costs incurred:

(i) in defending actions where an officer is found liable
for a matter for which he or she cannot be indemnified by the Company as set out
immediately above;

(ii) in defending criminal proceedings where the officer is
found guilty;

(iii) in defending proceedings brought by the ASIC or a
liquidator for a court order if the grounds for making the order are found by
the court to be established; or

(iv) in connection with proceedings for relief to the Director
under the Corporations Act where the court denies the relief.

(b) Section 199B of the Corporations Act

If the Company, or a related body corporate of the Company, pays the premium on
an insurance policy in favour of a Director, then section 199B of the
Corporations Act requires the Company to ensure that the relevant contract of
insurance does not cover liabilities incurred by the officer arising out of
conduct involving either:

(i) a wilful breach of duty in relation to the Company; or

(ii) contravention of the provisions relating to an officer
making improper use of information or improper use of his or her position for
his or her advantage or gain, or to the detriment of the Company.

9.4 Shareholder approval

To enable the Company to enter into a Deed of Indemnity and Access with Mr
Seville, Resolution 7 seeks Shareholder approval in accordance with the
following provisions of the Corporations Act:

(a) Section 200B of the Corporations Act

Section 200B of the Corporations Act relevantly provides that the Company cannot
give a benefit to a Director in connection with the retirement of that Director
from his or her office, without Shareholder approval.
The Directors consider that as the:

(i) proposed payment of insurance premiums;

(ii) benefit of the indemnity in relation to liabilities
incurred during the period a Director holds office; and

(iii) Mr Seville's access to Company records,

continues for a period of up to 7 years after Mr Seville ceases to hold office,
this may be viewed as the provision of a benefit given "in connection with" Mr
Seville's retirement from the Board for the purposes of section 200B of the
Corporations Act.

The insurance premiums under each Deed will be calculated at the market rates
applicable from time to time.

A copy of all Company documents will be kept at the Company's registered office
and made available for inspection and copying by each Director for a period of 7
years after he or she ceases to hold office, for whatever reason.

(b) Section 208 of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company, or an entity that
the public company controls, from giving a financial benefit to a related party
of the public company unless either:

(i) the giving of the financial benefit falls within one of
the nominated exceptions to the provision (e.g. section 212); or

(ii)prior Shareholder approval of the public company is
obtained to the giving of the financial benefit.

For the purposes of Chapter 2E, Mr Seville is considered to be a related party
of the Company.

The provision of insurance and indemnity to Mr Seville may involve the provision
of a financial benefit to related parties of the Company within the prohibition
provided by Chapter 2E of the Corporations Act. The Board consider that,
although the payment of insurance premiums and the provision of indemnities by
the Company are "reasonable in the circumstances" of the Company and therefore
are exceptions from the prohibition in Chapter 2E of the Corporations Act,
consideration of the reasonable nature of the provision of any indemnity or
insurance is an appropriate matter for the Shareholders of the Company.

9.5 Effect if Shareholder approval is not given

The Company and Mr Seville has entered into a Deed of Indemnity and Access.
Provisions of the Deeds of Indemnity and Access which do not require Shareholder
approval remain valid if Shareholders do not pass Resolution 7.

9.6 Information required by section 200E and 219 of the
Corporations Act

In accordance with sections 200E and 219 of the Corporations Act, the following
information is provided to Shareholders to allow them to assess the Resolution
7:

(a) The Company has taken out an insurance policy which
provides insurance cover for Directors against all permitted liabilities
incurred by Directors acting as a director of the Company.

(b) The insurance premiums payable each will be calculated at
market rates applicable from time to time, if insurance is available, with an
indicative range of $5,000 - $10,000 per Director per annum.

(d) The nature of the benefit to be given to Mr Seville is the
benefit under the Deed, the terms of which are summarised in Section 9.2.

(e) Mr Seville is not entitled to nor wishes to make a
recommendation to Shareholders about Resolution 7 as he holds an interest in the
benefit proposed to be given by the Company, as he is a proposed party to the
Deed. In relation to the benefit under the Deed to be given to Mr Seville, each
other Director has no interest in the outcome of this Resolution and is in
favour of the Resolution.

(f) Neither the Directors nor the Company are aware of any
other information that would be reasonably required by Shareholders to make a
decision in relation to the benefits contemplated by Resolution 7.

(g) The reasons and basis for the benefit are in Section 9.1.

(h) The remuneration for Mr Seville is in Section 7.

Schedule 1
Definitions

In this Explanatory Memorandum and Notice of Annual General Meeting:

"Annual Report" means the directors' report, the Company's financial report, and
auditor's report thereon, in respect to the financial year ended 30 June 2007.
"ASIC" means Australian Securities and Investments Commission.
"ASX" means ASX Limited ABN 98 008 624 691 and where the context permits the
Australian Securities Exchange operated by ASX Limited.
"Board" means Directors of the Company.
"Business Day" means a day on which the ASX is open for trading.
"Chair" means the person appointed to chair the Meeting of the Company convened
by this Notice.
"Company" or "Leyshon" means Leyshon Resources Limited ABN 75 010 482 274.
"Constitution" means the Constitution of the Company as at the date of the
Meeting.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Director" means a director of the Company.
"Explanatory Memorandum" means the explanatory memorandum to the Notice.
"Incentive Option" means an option which entitles the holder to subscribe for
one Share on the terms and conditions in Schedule 2.
"Incentive Optionholder" means a person who holds an Incentive Option.
"Insurance Run-Off Period" means a period of 7 years commencing the date a
Director ceases to be a director of the Company.
"Listing Rules" means the listing rules of ASX.
"Meeting" has the meaning given in the introductory paragraph of the Notice.
"Notice" means this Notice of Annual General Meeting.
"Official List" means the official list of ASX.
"Proxy Form" means the proxy form attached to the Notice.
"Remuneration Report" means the remuneration report of the Company contained in
the Annual Report.
"Resolution" means a resolution referred to in this Notice.
"Share" means a fully paid ordinary share in the capital of the Company.
"Shareholder" means a shareholder of the Company.
In this Notice, words importing the singular include the plural and vice versa.

Schedule 2
Terms and Conditions of Incentive Options

1. Entitlement

Each Incentive Options shall entitle the Incentive Option holder to acquire one
Share.

2. Exercise Date

The Incentive Options shall expire at 5:00 pm (WST) on 30 November 2010 ("Expiry
Date"). Incentive Options not exercised by that date shall lapse.

3. Exercise Period

The Incentive Options are only exercisable during the exercise period (being
from the date of issue to the Expiry Date).

4. Exercise price

The exercise price of each Incentive Options is A$0.70.

5. Notice of exercise

(a)Each Incentive Option may be exercised at any time before
the Expiry Date by the Incentive Option holder completing and forwarding to the
Company a notice of exercise and payment of the Exercise Price for each
Incentive Option being exercised.

(b)Any notice of exercise of an Incentive Option received by
the Company will be deemed to be a notice of the exercise of the Incentive
Option on the first business day after the date of receipt of the notice.

(c)Cheques shall be in Australian currency made payable to
the Company and crossed "Not Negotiable".

6. No quotation of Incentive Options

Application will not be made by the Company to ASX for official quotation of the
Incentive Options.

7. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the
Shares issued upon the exercise of the Incentive Options.

8. Non-transferable

The Incentive Options are non-transferable.

9. Participation rights or entitlements

There are no participation rights or entitlements inherent in the Incentive
Options and holders will not be entitled to participate in new issues of capital
offered to Shareholders during the currency of the Incentive Options.
However, the Company will ensure that for the purposes of determining
entitlements to any such issue, the record date will be at least ten business
days after the issue is announced. This will give the holders of Incentive
Options the opportunity to exercise their Incentive Options prior to the date
for determining entitlements to participate in any such issue.

10.Shares allocated on exercise

(a)Shares allocated pursuant to the exercise of Incentive
Options will be allotted following receipt of all the relevant documents and
payments and will rank equally with all other Shares on issue.

(b)Shares issued pursuant to the exercise of Incentive
Options may not be offered for sale unless one of the following occurs:

(i)the Company gives ASX a notice that complies with
section 708A(6) of the Corporations Act;

(ii)the Company lodges a prospectus with ASIC that
qualifies the Shares for resale under section 708A(11) of the Corporations Act;
or

(iii)expiry of 12 months after issue of the Shares.

11. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing
Shareholders (other than an issue in lieu or in satisfaction, of dividends or by
way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise
of an Incentive Option will be increased by the number of Shares which the
Incentive Option holder would have received if the Incentive Option holder had
exercised the Incentive Option before the record date for the bonus issue; and

(b) no change will be made to the Exercise Price.

12. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other
than an issue in lieu of in satisfaction of dividends or by way of dividend
reinvestment) the Exercise Price of an Incentive Option will be reduced
according to the following formula:

New exercise price = O - E (P-(S+D))
N+1
O = the old Exercise Price of the Incentive Option.
E = the number of underlying Shares into which one Incentive Option is
exercisable.
P = average market price per Share weighted by reference to volume of the
underlying Shares during the 5 trading days ending on the day before the ex
rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except
those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to
receive a right to one new share.

13. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the
rights of the Incentive Option holders may be varied to comply with the ASX
Listing Rules which apply to the reconstruction at the time of the
reconstruction.

LEYSHON RESOURCES LIMITED
ACN 010 482 274

P R O X Y F O R M
The Company Secretary
Leyshon Resources Limited

By delivery: By post: By facsimile:
36 Outram Street PO Box 2870 +61 8 9322 4073
WEST PERTH WA 6005 PERTH WA 6872

I/We ________________________________________________________________________________________
of ____________________________________________________________________________________________
being a Shareholder/Shareholders of the Company and entitled to
_________________________________________
votes in the Company, hereby appoint 2
______________________________________________________________
or failing such appointment the chairman of the annual general meeting as my/our
proxy to vote for me/us on my/our behalf at the annual general meeting of the
Company to be held at Ground Floor, 16 Ord Street, West Perth WA 6005 on 29
November 2007 at 10am (WST) and at any adjournment thereof in the manner
indicated below or, in the absence of indication, as he thinks fit. If 2 proxies
are appointed, the proportion or number of votes of this proxy is authorised to
exercise is * ( )% of the Shareholder's votes*/ ( ) of the
Shareholder's votes. (An additional Proxy Form will be supplied by the Company,
on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:
If the chairman of the Annual General Meeting is to be your proxy and you have
not directed your proxy how to vote on Resolution 4 please tick this box. By
marking this box you acknowledge that the chairman of the Annual General
Meeting may exercise your proxy even if he has an interest in the outcome of
Resolution 4 and that votes cast by him, other than as proxy holder, would be
disregarded because of that interest. If you do not mark this box, and you
have not directed your proxy how to vote, the chairman of the Annual General
Meeting will not cast your votes on Resolution 4 and your votes will not be
counted in computing the required majority if a poll is called on this
Resolution.
The chairman of the Annual General Meeting intends to vote undirected proxies
in favour of the Resolutions.

The proxy is to vote for or against the Resolution referred to in the Notice as
follows:
For Against Abstain
Resolution 1 Approve Remuneration Report

Resolution 2 Re-election of Mr Richard Seville as Director

Resolution 3 Re-election of Ms Stacey Apostolouas Director

Resolution 4 Grant of Incentive Options to Mr Fletcher

Resolution 5 Grant of Incentive Options to Mr Seville

Resolution 6 Grant of Incentive Options to Ms Apostolou

Resolution 7 Approve execution of Deed of Indemnity and Access for Mr
Seville

Authorised signature/s This section must be signed in accordance with the
instructions below to enable your voting instructions to be implemented.
Individual or Shareholder 1 Shareholder 2 Shareholder 3
---------------- ---------------- ---------------
---------------- ---------------- ---------------
---------------- ---------------
Sole Director and Sole Company Director Director/Company
Secretary Secretary
_________________________ _______________________ ___________________
Contact Name Contact Daytime Telephone Date

---------1Insert name and address of Shareholder 2 Insert name and address of
proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural
person as the Shareholder's proxy to attend and vote for the Shareholder at the
Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting
the Shareholder may appoint not more than 2 proxies. Where the Shareholder
appoints more than one proxy the Shareholder may specify the proportion or
number of votes each proxy is appointed to exercise. If such proportion or
number of votes is not specified each proxy may exercise half of the
Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend
and vote for the Shareholder at the Meeting, the representative of the body
corporate to attend the Meeting must produce the Certificate of Appointment of
Representative prior to admission. A form of the certificate may be obtained
from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: Where the holding is in more than one name all of the holders
must sign.

Power of Attorney: If signed under a power of attorney, you must have already
lodged it with the registry, or alternatively, attach a certified photocopy of
the power of attorney to this Proxy Form when you return it.

Companies: A director can sign jointly with another director or a company
secretary. A sole director who is also a sole company secretary can also sign.
Please indicate the office held by signing in the appropriate space.

Proxy Forms (and the power of attorney or other authority, if any, under which
the Proxy Form is signed) or a copy or facsimile which appears on its face to be
an authentic copy of the Proxy Form (and the power of attorney or other
authority) must be deposited at or received by facsimile transmission at the
Perth office of the Company (36 Outram Street, West Perth, WA, 6005, or by post
to PO Box 2870, Perth, WA, 6872 or Facsimile (08) 9322 4073 if faxed from within
Australia or +618 9322 4073 if faxed from outside Australia) not less than 48
hours prior to the time of commencement of the Meeting (WST).

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

END
NOAMBBTTMMAJMRR

Leyshon Resources (LSE:LRL)
Historical Stock Chart
From Oct 2024 to Nov 2024