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

Medusa Mining Limited

September 03, 2010 04:03 ET

Medusa Mining Limited: Notice of General Meeting

COMO, WESTERN AUSTRALIA--(Marketwire - Sept. 3, 2010) - Medusa Mining Limited (TSX:MLL)(ASX:MML)(AIM:MML) -

NOTICE OF GENERAL MEETING
AND
EXPLANATORY STATEMENT

For the General Meeting to be held on 6 October 2010 at 10.00 am (Perth time)
at Esplanade River Suites
112 Melville Parade, Como 6152
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 Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

MEDUSA MINING LIMITED

ACN 099 377 849

NOTICE OF GENERAL MEETING

Medusa Mining Limited (Company) gives notice that a general meeting of members will be held at Esplanade River Suites, 112 Melville Parade, Como, Western Australia on 6 October 2010 at 10.00 am (Perth time) (Meeting).

ITEMS OF BUSINESS

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

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

1. RESOLUTION 1 – AMENDMENT OF CONSTITUTION

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

"That, with effect from the close of the Meeting and in accordance with section 136 of the Corporations Act, the Company modifies its Constitution by:

(a) inserting the proposed Rule 2.1A, in the form set out in Schedule 2 to this Notice, directly after Rule 2.1;

(b) deleting the words "but only out of profits of the Company" at the end of Rule 11.1(a);

(c) deleting the words "from the profits of the Company" at the end of Rule 1.5(b)(i) of Schedule 2;

(d) deleting in its entirety the definition of "ASTC" in Rule 1.3;

(e) inserting directly after the definition of "ASX" in Rule 1.3 the following new definition:

""ASX Settlement" means ASX Settlement Pty Limited (ABN 49 008 504 532)";

(f) replacing all references to "ASTC" where used throughout the Constitution with "ASX Settlement";

(g) deleting in its entirety the definition of "ASTC Settlement Rules" in Rule 1.3;

(h) inserting directly after the new definition of "ASX Settlement" in Rule 1.3 the following new definition:

""ASX Settlement Rules" means the operating rules of ASX Settlement and, to the extent that they are applicable, the operating rules of each of ASX and ASX Clear Pty Limited (ABN 48 001 314 503)"; and

(i) replacing all references to "ASTC Settlement Rules" where used throughout the Constitution with "ASX Settlement Rules".

A description of the proposed Rule 2.1A, and further information relating to this resolution, is included in the Explanatory Notes.

2. RESOLUTION 2 – ADOPTION OF PROPORTIONAL TAKEOVER PROVISIONS

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

"That, with effect from the close of the Meeting and in accordance with sections 136 and 648D of the Corporations Act, the Constitution of the Company be altered by inserting both the proposed Rule 4.14 and Schedule 3 in the Constitution, in the form set out in Schedule 3 to this Notice, for a period of three years commencing on 6 October 2010."

A description of the proposed Rule 4.14 and Schedule 3, and further information relating to this resolution, is included in the Explanatory Notes.

By order of the Directors

Peter Alphonso, Company Secretary

3 September 2010

To view the complete notice of general meeting, the explanatory statement and the proxy form, please visit the following link: http://media3.marketwire.com/docs/mll903r.pdf

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