es geht los... es geht los... WINDY KNOB RESOURCES LIMITED ACN 122 417 243 NOTICE OF GENERAL MEETING TIME: 10am (WST) DATE: Wednesday, 16 April 2008 PLACE: Level 8, Exchange Plaza 2 The Esplanade PERTH WA 6000 This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9223 9898. 2 CONTENTS PAGE Notice of General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 6 Glossary 11 Proxy Form 14 TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10am (WST) on Wednesday, 16 April 2008 at: Level 8, Exchange Plaza 2 The Esplanade, PERTH WA 6000 YOUR VOTE IS IMPORTANT The business of the General Meeting affects your shareholding and your vote is important. VOTING IN PERSON To vote in person, attend the General Meeting on the date and at the place set out above. VOTING BY PROXY To vote by proxy, please complete and sign the enclosed Proxy Form and return by: (a) post to Windy Knob Resources Limited, Level 17, Exchange Plaza, 2 The Esplanade, Perth, WA, 6000 or PO Box Z5223, Perth St Georges Tce, WA, 6831; or (b) facsimile to the Company on facsimile number (+61 8) 9221 5107, so that it is received not later than 10am (WST) on Monday, 14 April 2008. Proxy Forms received later than this time will be invalid. 3 NOTICE OF GENERAL MEETING Notice is given that the General Meeting of Shareholders will be held at 10am (WST) on Wednesday, 16 April 2008 at Level 8, Exchange Plaza, 2 The Esplanade, Perth, Western Australia. The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 10am (WST) on Monday, 14 April 2008. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. 1. RESOLUTION 1 – ISSUE OF VENDOR SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 3,250,000 Shares to De Beira Goldfields Inc on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. 2. RESOLUTION 2 – ISSUE OF OPTIONS TO KLAUS ECKHOF To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Options to Klaus Eckhof (or his nominee) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. 3. RESOLUTION 3 – ISSUE OF OPTIONS TO ANDREW MCILWAIN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Options to Andrew McIlwain (or his nominee) on the terms and conditions set out in the Explanatory Statement.” 4 Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. 4. RESOLUTION 4 – ISSUE OF OPTIONS TO MICHAEL MONTGOMERY To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 500,000 Options to Michael Montgomery (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. 5. RESOLUTION 5 – ISSUE OF OPTIONS TO CORPORATE & RESOURCE CONSULTANTS PTY LTD To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 1,250,000 Options to Corporate & Resource Consultants Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by Corporate & Resource Consultants Pty Ltd (or its nominee) or any of its associates. 6. RESOLUTION 6 – RATIFICATION OF PRIOR SHARE ISSUE To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the shareholders approve and ratify the allotment and issue of 3,750,000 fully paid ordinary shares in the capital of the Company at an issue price of 30 cents each and on the further terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue of Shares that are the subject of this Resolution and any associates of those persons. 7. RESOLUTION 7 – APPROVAL FOR PLACEMENT OF OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 3,000,000 Options exercisable at 20 cents on or before 31 December 2009 and on the further terms and conditions set out in the Explanatory Memorandum.” 5 Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. DATED: 14 MARCH 2008 BY ORDER OF THE BOARD DAVID PARKER WINDY KNOB RESOURCES LIMITED COMPANY SECRETARY Voting Exclusion Note: Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or 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 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10am (WST) on Wednesday, 16 April 2008 at Level 8, Exchange Plaza, 2 The Esplanade, Perth, Western Australia. This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. 1. BACKGROUND TO TITIRIBI PROJECT As announced to ASX on 16 January 2008, the Company has entered into a binding terms sheet with De Beira Goldfields Inc (De Beira) (Terms Sheet) pursuant to which the Company agreed to purchase De Beira’s right to earn a 65% interest in mineral rights held by Goldplata Resources Sucursal-Colombia in the Titiribi copper and gold project in the district of Antioquia, northern Colombia (Titiribi Project). The consideration payable by the Company for the acquisition of De Beira’s right to earn a 65% interest in the Titiribi Project (Acquisition) is: (a) a cash payment of US$1,000,000 where: (i) US$790,000 has been paid to Goldplata Mining International Corporation, where such payment will contribute towards the expenditure obligations assumed by the Company in respect of the Titiribi Project; (ii) US$210,000 is payable to De Beira; and (b) the issue and allotment of 3,250,000 Shares to De Beira. The Acquisition is conditional upon the satisfaction of a number of conditions precedent including the Company obtaining all necessary approvals in accordance with the Corporations Act and ASX Listing Rules to proceed with the transaction contemplated by the Terms Sheet. Subject to completion of the Acquisition and as part of the transaction contemplated by the Terms Sheet, the Company has also agreed to appoint Klaus Eckhof and Andrew McIlwain as non-executive chairman and non-executive director respectively. Subject to Shareholder approval and in consideration of Mr Eckhof and Mr McIlwain’s services as non-executive directors, the Company has agreed to: (c) pay $50,000 per annum (exclusive of superannuation) and issue 1,000,000 Options to Mr Eckhof; and (d) pay $35,000 per annum (exclusive of superannuation) and issue 1,000,000 Options to Mr McIlwain. Under the Terms Sheet, the Company has further agreed to engage the services of Mr Mick Montgomery as a consultant geologist to the Company for a minimum of 5 days (or equivalent) per month and for a minimum period of 6 months. Subject to Shareholder approval and in consideration of his services as technical consultant, the Company will pay a consulting fee of $1,000 a day and allot and issue 500,000 Options to Mr Montgomery. 7 In consideration of Corporate & Resource Consultants Pty Ltd (CRC) introducing the Acquisition to the Company, the Company has agreed to issue 1,250,000 Options to CRC (or its nominee). Klaus Eckhof is a director of CRC but does not control the Company. The Directors believe that the terms of the Acquisition is commercial and at arm’s length. 2. RESOLUTION 1 – ISSUE OF VENDOR SHARES 2.1 General Resolution 1 seeks Shareholder approval for the allotment and issue of 3,250,000 Shares to De Beira in accordance with the terms and conditions of the Terms Sheet (Vendor Shares). De Beira is not a related party of the Company...
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