Silver Mines
LSE : SVLP

May 05, 2010 08:53 ET

Notice of EGM

                                                SILVER MINES LIMITED        
                                                                               ACN 107 452 042

                                             


                                             Notice of General Meeting
                                             and Explanatory Statement
                                                         
                                                         
                                           General Meeting to be held at
                                         Martin Place Securities Pty Ltd,
                                    Level 3, 14 Martin Place, Sydney, NSW, 2000
                                        Thursday, 3 June 2010 at 3.00 p.m.
                                                         

                                                         
                                                         
                        This Notice of General Meeting and Explanatory Statement should be
                   read in its entirety. If Shareholder are in doubt as to how they should vote,
                         they should seek advice from their accountant, solicitor or other
                                        professional adviser without delay.
                                               



                                                SILVER MINES LIMITED
                                                  ACN 107 452 042
                                                         
                                                         
                                             NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the Shareholder of Silver Mines Limited (the Company) will be
convened held at Martin Place Securities Pty Ltd, Level 3, 14 Martin Place, Sydney, NSW, 2000, on Thursday 3, June
2010 at 3.00 pm. to consider, and if thought fit, to pass the following resolutions.

If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form.  The
completed Proxy Form must be received by the Company at least 48 hours before the commencement of the meeting.

An Explanatory Statement is attached.  Shareholder should read this in full.

ORDINARY BUSINESS

---------------------------------------------------------------------------------------------------------------
RESOLUTION 1 - Ratification of Securities issued (placement)
---------------------------------------------------------------------------------------------------------------

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

          That, for the purposes of Listing Rule 7.4 of the Listing Rules of the Australian Stock Exchange Limited
          and for all other purposes, the Company ratifies the issue of 7,900,000 ordinary shares 2 October 2009
          in the capital of the Company at the issue price of 4 cents per share.

Voting Exclusion Statement

The Company will disregard any votes cast in respect of Resolution 1 by a person who participated in the issue of
shares and options to purchase shares described in the Resolution and an associate of that person.
However, the Company need not disregard a vote if:
     *  it 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
     *  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.

---------------------------------------------------------------------------------------------------------------
RESOLUTION 2 - Approve an Issue of Securities issued (placement)
---------------------------------------------------------------------------------------------------------------

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

That, for the purposes of Listing Rule 7.1 of the Listing Rules of the Australian Stock Exchange Limited and for
all other purposes, the Company ratifies the issue of 5,376,470 ordinary shares in the capital of the Company
5,376,470 attaching free options made during the previous twelve months at the issue price of 8.5 cents."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by a person who may participate in the proposed issue
and any 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 an associate of that person.  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.

---------------------------------------------------------------------------------------------------------------
RESOLUTION 3 - Approval of an Issue of Shares by Directors
---------------------------------------------------------------------------------------------------------------

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

          "That, pursuant to and in accordance with Listing Rule 7.1 of the Listing Rules of the Australian Stock
          Exchange Limited and for all other purposes, the Company be authorised to allot and issue up to
          20,641,558 fully paid shares and 20,641,558 options at an issue price no less than 80% of the weighted
          average price for 5 trading days prior to the announcement of a placement on the terms and conditions
          set in the Explanatory Statement accompanying this notice."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by a person who may participate in the proposed issue
and any 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 an associate of that person.  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.


Dated this 4 May 2010

BY ORDER OF THE BOARD

Kevin Lynn
Company Secretary

NOTES
1.    A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two
      proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion
      of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify
      this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
2.    In accordance with Regulation 7.11.37 of the Corporations Regulations, the Directors have set a
      snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is
      3.00 p.m. on Tuesday 1 June 2010.
3.    A proxy form is attached. If required it should be completed, signed and returned to the Company's
      registered office in accordance with the proxy instructions on that form.
4.    Where a voting exclusion applies, the Company need not disregard a role 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
      

                                               SILVER MINES LIMITED
                                                  ACN 107 452 042
                                                         
                                                         
                                               EXPLANATORY STATEMENT

This Explanatory Statement accompanies and forms part of the Notice of General Meeting dated 3 June 2010 (Notice)
and has been prepared to provide Shareholder with material information to enable them to make an informed decision
on the business to be conducted at the General Meeting of the Company. Amongst other things, this Explanatory
Statement provides Shareholder with the information required to be provided to Shareholders by the Corporations
Act 2001 and the Official Listing Rules of the Australian Stock Exchange Limited (ASX Listing Rules).

The Explanatory Statement sets out an explanation of each of the resolutions to be put to Shareholder. Shareholder
should read this Explanatory Statement carefully before determining how to vote in respect of the resolutions.

DETAILS OF RESOLUTION 1 - Ratification of Securities issued (placement):

Note 1:   The shares described in Resolutions 1 are fully paid ordinary shares and rank equally in all respects
          with existing fully paid ordinary shares in the Company. Accordingly, upon issue, they have the same
          dividend, voting and other rights as other fully paid ordinary shares on issue in the Company. The
          shares are quoted on the ASX under the current ticker 'SVL'.
Note 2:   The shares were issued to sophisticated investors and funds raised in the share placements were used to
          further the Company's Webb's South exploration programs and working capital.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

DETAILS OF RESOLUTION 2 - Approve an Issue of Securities issued (placement):

Note 1:   The shares described in Resolution 2 are fully paid ordinary shares and rank equally in all respects
          with existing fully paid ordinary shares in the Company. Accordingly, upon issue, they have the same
          dividend, voting and other rights as other fully paid ordinary shares on issue in the Company. The
          shares will be quoted on the ASX under the current ticker 'SVL'.
Note 2:   The shares will be issued to sophisticated investors and funds raised in the share placements will be
          used to further the Company's Webb's South exploration programs and working capital.
Note 3:   The Terms of the Options are set out in Appendix A.
Note 4:   Date by which the Company will issue and allot Shares - No later than 3 months after the date
          of the meeting.
Note 5:   Date of allotment - within one month of the meeting.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 - Approval of an Issue of Securities by Directors

Resolution 3 of the Notice of Meeting proposes the issue and allotment of up to 20,641,558 fully paid
shares and 20,641,558 options in the capital of the Company per the ASX Listing Rules.

In compliance with the information requirements of ASX Listing Rule 7.3, members are advised of the
following particulars in relation to the proposed issue:

1.  Maximum number of Shares to issued - up to 20,641,558 fully paid shares and 20,641,558 options in the
    capital of the Company.
2.  Date by which the Company will issue and allot Shares and Options- No later than 3 months after the date
    of the meeting.
3.  Price at which Shares to be issued - Minimum being no less than 80% of the average market price
    calculated in accordance with ASX Listing Rule 7.3.3. Price at which Options to be issued - Nil.
4.  Basis upon which allottees will be determined - The allottees will be determined by the Board having
    regard to a number of issues, including:
            (i)       the level of demand for placement Shares and Options;
            (ii)      the identification of Shareholder with a long term commitment to the Company;
            (iii)     the allottees will be clients of Brokers and Sophisticated Investors;
            (iv)      the allottees will not be related parties; and
            (v)       other issues which the board may consider appropriate from time to time.
5.  Terms of issue - The Shares will rank equally in all respects with the existing ordinary Shares on
    issue.
6.  Terms of Options set out in Appendix A.
7.  Intended use of funds raised - Assuming a share price of 8.5 cents, the issue of Shares will provide
    additional funding required by the Company for the following purposes:
            (i)       exploration programmes on tenements, primarily within the New England  region (approximately
                      $1,500,000); and
            (ii)      General working capital (approximately $254,000).
7.                    Dates of allotment - Allotment will occur progressively.

Pursuant to the placement proposed under resolution 3, no single Shareholder/placee will be permitted to
exceed 20% of the issued capital of the Company and therefore no change in control of the Company is
anticipated.  This prohibition will be included in the placement Information Statement.

It is proposed that the placement be made to selected allottees pursuant to a placement Information Statement.

Appendix A

Terms Options

The terms and conditions applying to the Options are as follows:

(a)  The Option holder is entitled on payment of 12 cents per share ("the Exercise Price") to be allotted one
     Share for each Option exercised (subject to possible adjustments referred to below).
(b)  The Options held by the Option holder are exercisable in whole or in part at any time on or before 1 May
     2011 ("Exercise Period"). Options not exercised before the expiry of the Exercise Period will lapse.
(c)  Options are exercisable by notice in writing to the Board delivered to the registered office of the
     Company and payment of the Exercise Price in cleared funds.
(d)  The Company will not apply for admission to the ASX of the Options. The Company will make application
     for admission to the ASX of new Shares allotted on exercise of the Options. Those Shares will participate equally
     in all respects with existing Shares, and in particular new Shares allotted on exercise of the Options will
     qualify for dividends declared after the date of their allotment.
(e)  The Options are transferable.
(f)  An Option holder may only participate in new issues of securities to holders of Shares in the Company if
     the Option has been exercised and Shares allotted in respect of the Option before the record date for determining
     entitlements to the issue. The Company must give prior notice to the Option holder of any new issue before the
     record date for determining entitlements to the issue.
(g)  If there is a bonus issue to the holders of Shares, the number of Shares over which the Option is
     exercisable will be increased by the number of Shares which the holder of the Option would have received if the
     Option had been exercised before the record date for the bonus issue.
(h)  if at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to
     be changed in a manner consistent with the Corporations Act and the Listing Rules (if applicable).
(i)  If the Company makes a rights issue (other than a bonus issue), the exercise price of Options on issue
     will be reduced according to the following formula:

                 A = O - E [P - (S + D)]
                         (N + 1)

Where:
A = the new exercise price of the Option;
O = the old exercise price of the Option;
E = the number of underlying Shares into which one Option is exercisable;
P = the average closing sale price per Share (weighted by reference to volume) recorded on the ASX during the 5
trading days immediately preceding the ex rights date or ex entitlements date (excluding special crossings and
overnight sales and exchange traded option exercises);
S = the subscription price for a security under the pro rata issue;
D = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro
rata issue); and
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

OTHER INFORMATION

There is no other information known to the Company that is material to a Shareholder's decision on how to vote on
the resolutions set out in the Notice. However, should any Shareholder be in doubt as to how they should vote on
any resolution and/or as to how a resolution may affect them, they should seek advice from their accountant,
solicitor or other professional adviser as soon as possible.

Queries as to the lodgement of proxies and other formalities in relation to the Meeting should be directed to the
General Manager (Telephone: (02) 9436 0533).

ACTION TO BE TAKEN BY SHAREHOLDERS

Attached to the Notice of Meeting accompanying this Explanatory Statement is a proxy form for use by Shareholders.
All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person and
are eligible to vote, to complete, sign and return the proxy form to the Company in accordance with the
instructions contained on the proxy form and the Notice of Meeting. Lodgement of a proxy form will not preclude a
Shareholder from attending and voting at the Meeting in person.



                                               SILVER MINES LIMITED
                                                  ACN 107 452 942
PROXY FORM
The Secretary
Silver Mines Limited
PO Box 1282,
North Sydney,
NSW, 2060

SHAREHOLDER DETAILS

Name of Shareholder:    ..........................................................................................


Address of Shareholder: ..........................................................................................


I/We being a member(s) of Silver Mines Limited, hereby appoint the following person or failing him/her the
Chairman of the Meeting as my/our Proxy to vote for me/us and on my/our behalf at the General Meeting of the
Company to be held at Martin Place Securities Pty Ltd, Level 3, 14 Martin Place, Sydney, NSW, 2000, on Thursday, 3
June 2010 at 3.00 p.m. (and at any adjournment thereof) in the manner indicated below or as he/she thinks fit.

PROXY'S DETAILS:

Name of Proxy:
          ........................................................................................................
                       (Surname)                                      (Given Names)

Address of Proxy: ............................................................

                        INSTRUCTIONS AS TO VOTING - Refer attached Notes to the Proxy Form

If  you wish to direct your proxy how to vote with respect to the proposed resolutions, please indicate the manner
in  which your proxy is to vote by placing a "X" in the appropriate box below, otherwise your proxy will  vote  or
abstain from voting as he/she thinks fit.


If the Chairman of the meeting is appointed as your proxy, or may be appointed by default and you do
not  wish to direct your proxy, how to vote as your proxy in respect of a resolution, please place a mark  in  the
box.

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he  has  an
interest in the  outcome of the resolution and votes cast by the Chairman of the meeting for  those  resolutions
other than as proxy holder will 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 will not cast  your
votes  on  the  resolution and your votes will not be counted in calculating the required majority if  a  poll  is
called on the resolution.

PROXY'S VOTING INSTRUCTIONS (OPTIONAL)                                                
                                                        FOR                   AGAINST              ABSTAIN
Ordinary Resolutions    
                                                                              
   1)  Ratify an Issue of Securities issued                                                  
       (placement)
   
   2)  Approve an Issue of Securities issued                                                 
       (placement)
   
   3)  Approval of an Issue of Shares by                                                     
       Directors                                        

                                                         
It is the Chairman's intention to vote in favour of all resolutions in relation to undirected proxies.

FOR INDIVIDUALS OR JOINT HOLDERS

..................................      ....................................     ............................. 
Signature of Shareholder                Name (Please Print)                      Date



..................................      ....................................     ............................. 
Signature of Shareholder                Name (Please Print)                      Date
(Joint Shareholder)



IF  THE  MEMBER  IS  A  COMPANY. The COMMON SEAL of the company was herewith  affixed  in  accordance  with  the
Constitution in the presence of:




..................................      ....................................     ............................. 
Director                                Director/Secretary                       Date

IF  THE MEMBER IS A COMPANY HAVING ONE PERSON AS ITS SOLE DIRECTOR AND SOLE COMPANY SECRETARY.  The COMMON SEAL of
the company was herewith affixed in accordance with the Constitution in the presence of:



..................................                                 .............................
Sole Director/Company Secretary                                    Date


NOTES TO THE PROXY FORM

Pursuant  to  the Company's Constitution and the Corporations Act 2001, any person registered in the  Register  of
Shareholder  as  a  holder  of one or more Shares 48 hours prior to the time of commencement  of  the  Meeting  is
entitled to attend and vote at the Meeting.

Shareholders  are entitled to appoint up to two individuals to act as proxies to attend and vote on their  behalf.
Where  more than one proxy is appointed, each proxy must be appointed to represent a specified proportion  of  the
Shareholder's voting rights.

The Proxy Form and the Power of Attorney (if any) or the instrument appointing the proxy and power of attorney (if
any)  under which it is signed (or an office copy or notarially certified copy thereof) must be deposited  at  the
Registered Office of the Company (11 Rodborough Avenue, Crows Nest, NSW, 2065) at least 48 hours prior to the time
of  holding  of  the  Meeting (and at any adjournment thereof), at which the individual named in  the  Proxy  Form
proposes to vote.

A proxy must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is
a corporation, under its common seal or under the hand of an authorised officer or attorney.

A  person  authorised  (pursuant to the provisions of the Corporations Act 2001)  by  a  corporation  which  is  a
Shareholder of the Company to act as its representative at the Meeting is entitled to exercise the same powers  on
behalf of the corporation as the corporation could exercise if it were an individual Shareholder of the Company.

A  legible  facsimile  transmission  copy  of the instrument and the power  of  attorney  or  other  authority  is
acceptable.   The facsimile number to which a Proxy Form may be sent is +61 2 9436 0688. The proxy may,  but  need
not be, a Shareholder of the Company.

Corporate Representation

A  company  may  only  vote  by  proxy, power of attorney or by appointment of  a  corporate  representative.  The
instrument  appointing  a proxy is not valid unless the original instrument and the power  of  attorney  or  other
authority  (if  any) under which the instrument is signed (duly stamped where necessary) or a  copy  or  facsimile
which  appears  on  its  face  to be an authentic copy of that proxy, or power of attorney  is  submitted  to  the
Registered  Office  within the time set out herein.  A company must sign a proxy under common seal  in  accordance
with its Constitution or under power of attorney, which must be produced, with the Proxy Form.

If the Shares are registered in the name of more than one person, all such holders must sign the Proxy Form.

To  be  valid  a  Proxy Form and the Power of Attorney under which it is signed or proof thereof must  be  to  the
satisfaction of the Directors.

Contact Information

  • Silver Mines