Silver Mines
LSE : SVLP

May 05, 2009 06:41 ET

Notice of AGM


                                                         
                                                         
                                                         
                                                         

                                             Notice of General Meeting
                                             and Explanatory Statement
                                                         
                                                         
                                           General Meeting to be held at
                                    Offices of Martin Place Securities Pty Ltd,
                                    Level 3, 14 Martin Place, Sydney, NSW 2000,
                                      on Thursday, 28 May  2009 at 2.00 p.m.
                                                         
                                                         
                                                         

                                                         
                                               SILVER MINES LIMITED
                                                  ACN 107 452 042
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                        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 Offices of Martin Place Securities Pty Ltd, Level 3, 14 Martin Place, Sydney, NSW, 2000, on 
Thursday, 28 May 2009 at 2.00 p.m. 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 - 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 ASX Limited and
          for all other purposes, the Company be authorised to allot and issue up to 20 million fully paid
          ordinary Shares of the capital of the Company 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 1 by a 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 an associate related to  that person,  if the resolution
           is passed.  However, the Company need not disregard a vote if:
           (i)   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
           (ii)  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 22 April 2009







BY ORDER OF THE BOARD

Kevin Lynn
Company Secretary


                                               SILVER MINES LIMITED
                                                  ACN 107 452 042


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
      2.00 p.m. on 26 May 2009.

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

                                                         
                                                         
                                               EXPLANATORY STATEMENT

This Explanatory Statement accompanies and forms part of the Notice of General Meeting dated 22 April 2009
(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 ASX 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.

GENERAL

RESOLUTION 1 - Approval of an Issue of Securities by Directors

Resolution 1 of the Notice of Meeting proposes the issue and allotment of up to 20 million fully paid
ordinary Shares 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 million shares.
2.   Date by which the Company will issue and allot Shares - 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.
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;
           (ii)   the identification of Shareholder with a long term 
                  commitment to the Company; other than related
                  parties, as defined in the Corporations Act and,
          (iii)   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.  Intended use of funds raised - 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;
           (ii)   assessment of capital acquisitions and joint venture opportunities; and
          (iii)   General working capital.
7.  Dates of allotment - Allotment will occur progressively.

Pursuant to the placement proposed under resolution 1, 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.

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
Suite 201,109 Alexander Street
Crows Nest
NSW 2065 Australia


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,
28 May 2009 at 2.00 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)  Approval of an Issue of Shares by                                                    
        Directors.                                      

                                                         
It is the Chairman's intention to vote in favour of the resolution 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