Medusa Mining Limited
TSX : MLL
ASX : MML
AIM : MML

Medusa Mining Limited

October 14, 2010 04:18 ET

Medusa Mining Limited: Notice of Annual General Meeting

COMO, WESTERN AUSTRALIA--(Marketwire - Oct. 14, 2010) - Medusa Mining Limited (TSX:MLL)(ASX:MML)(AIM:MML) -

Medusa Mining Limited advises that its Annual General Meeting ("AGM") will be held on Wednesday, 17 November 2010, commencing at 11.00 am (WST).

The AGM will be held at The Sheraton Perth Hotel (Goldsworthy Room), 207 Adelaide Terrace, Perth, Western Australia.

The Notice of Annual General Meeting and Explanatory Memorandum will be dispatched to shareholders of the Company today.

MEDUSA MINING LIMITED

ACN 099 377 849

NOTICE OF ANNUAL GENERAL MEETING

AND
EXPLANATORY MEMORANDUM

 For the Annual General Meeting to be held on Wednesday, 17 November 2010 at 11.00 am (Perth time) at the Goldsworthy Room, Sheraton Perth Hotel, 207 Adelaide Terrace, Perth, Western Australia.

This is an important document. Please read it carefully and in its entirety. If you do not understand it please consult with your professional advisers.

If you are unable to attend the Annual General Meeting, please complete the proxy appointment form enclosed and return it in accordance with the instructions set out on that form.

The Annual Report is available for viewing on www.medusamining.com.au

NOTICE OF ANNUAL GENERAL MEETING

Medusa Mining Limited (Company) gives notice that the Annual General Meeting of members will be held on Wednesday, 17 November 2010 at 11.00 am (Perth time) at the Goldsworthy Room, Sheraton Perth Hotel, 207 Adelaide Terrace, Perth, Western Australia (Annual General Meeting).

ITEMS OF BUSINESS

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

Terms and abbreviations used in this Notice, the Explanatory Memorandum and the Proxy Appointment Form are defined in Schedule 1 to this Notice.

1. ACCOUNTS AND REPORTS

To receive and consider the Financial Report of the Company, the Directors' Report and the Auditor's Report for the year ended 30 June 2010.

2. RESOLUTION 1: RE-ELECTION OF DIRECTOR – MR ANDREW TEO

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

"That Mr Andrew Teo, who was appointed a Director of the Company on 15 February 2010 and in accordance with ASX Listing Rule 14.4 and the Constitution of the Company holds office until the next Annual General Meeting, be re-elected as a Director."

3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR PETER JONES

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

"That Mr Peter Jones, who was appointed a Director of the Company on 8 July 2010 and in accordance with ASX Listing Rule 14.4 and the Constitution of the Company holds office until the next Annual General Meeting, be re-elected as a Director."

4. RESOLUTION 3: RE-ELECTION OF DIRECTOR – DR ROBERT WEINBERG

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

"That Dr Robert Weinberg, who retires by rotation in accordance with the Constitution of the Company, be re-elected as a Director of the Company."

5. RESOLUTION 4: APPROVAL OF ISSUE OF OPTIONS

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

"That, for the purpose of section 613 of the TSX Company Manual, ASX Listing Rule 7.1, and for all other purposes, the issue of 150,000 options to acquire fully paid ordinary shares of the Company to Mr Nicholas Sayce on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice, is authorised and approved."

6. RESOLUTION 5: DISAPPLICATION OF PRE-EMPTIVE RIGHTS

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, the Directors be empowered pursuant to Rule 2.1A of the Company's Constitution to issue Shares and other equity securities for cash as if Rule 2.1A of the Company's Constitution did not apply to any such issue provided that this power shall be limited to the issue of Shares or other equity securities:

(a) pursuant to the terms of the 1,190,000 options to subscribe for fully paid ordinary shares in the Company, which options were issued prior to the date of this Annual General Meeting;

(b) subject to Resolution 4 being passed, pursuant to the terms of the 150,000 options to subscribe for fully paid ordinary shares in the Company to be issued to Mr Nicholas Sayce; or

(c) otherwise than pursuant to subparagraphs (a) and (b) above, up to an aggregate amount of 9,379,245. The authority granted under this subparagraph (c) shall expire on the conclusion of the next Annual General Meeting of the Company or, if earlier, close of business on 17 February 2012 (provided that this authority shall allow the Company before the expiry of this authority to make offers or agreements which would or might require equity securities to be issued after such expiry (including pursuant to any options that have been issued, whether or not vested or exercised, prior to such date) and, notwithstanding such expiry, the Directors may issue equity securities in pursuance of such offers or agreements)."

7. RESOLUTION 6: APPROVAL OF THE REMUNERATION REPORT

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

"That, in accordance with section 250R(2) of the Corporations Act, the Remuneration Report, which forms part of the Directors' Report for the year ended 30 June 2010, be adopted."

Short Explanation:

The Remuneration Report is in the Directors' report section of the Company's 2010 Annual Report. Listed companies are required to put the Remuneration Report to the vote for adoption at the Company's annual general meeting. Section 250R(3) of the Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors of the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

VOTING EXCLUSION STATEMENT

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on the following Resolution by the following persons and any associates of those persons:

 RESOLUTION        PERSONS EXCLUDED FROM VOTING
 Resolution 4 – Approval of issue of Options        A person who will participate in the proposed
 (ASX Listing Rule 7.1).        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.

However, the Company need not disregard a vote if:

  • it is cast by a person as proxy for a Shareholder who is entitled to vote, in accordance with the directions on the Proxy Appointment Form; or
  • it is cast by the Chairperson of the Annual General Meeting as proxy for a Shareholder who is entitled to vote, in accordance with a direction on the Proxy Appointment Form to vote as the proxy decides and the Shareholder who is entitled to vote has indicated on the Proxy Appointment Form that the Chairperson of the Annual General Meeting may vote as a proxy in relation to each Resolution to which the voting exclusion relates.

By order of the Board

Peter Alphonso
Company Secretary
14 October 2010

To view the complete Notice of Annual General Meeting, and Explanatory Memorandum, please visit the following link: http://media3.marketwire.com/docs/mll1014n.pdf

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