Europa Metals Regulatory News (EUZ)

25 October 2011

Ferrum Crescent Limited

("Ferrum Crescent", the "Company" or the "Group")(ASX: FCR, AIM: FCR)

Notice of Annual General Meeting and Explanatory Memorandum

Ferrum Crescent has today dispatched to shareholders a copy of the Notice of Annual General Meeting and Explanatory Memorandum and 2011 Annual Report, copies of which may be found on the Company's web site www.ferrumcrescent.com 

The Annual General Meeting is to be held at 4:00pm (Perth time) on 25 November 2011 at The Boulevard Centre, 99 The Boulevard, Floreat WA 6014.

Ferrum Crescent Limited

ACN 097 532 137

Notice of ANNUAL General Meeting

and

Explanatory STATEMENT

to shareholders

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 25 November 2011 at The Boulevard Centre, 99 The Boulevard, Floreat WA 6014 at 4:00 pm (Perth time)

You are encouraged to attend the meeting, but if you cannot, you are requested to complete and return the enclosed Proxy Form without delay (and no later than 48 hours before the meeting) to Computershare Investor Services Pty Ltd at GPO Box 242, Melbourne Victoria 3001, Australia, or by facsimile on facsimile number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the members of FERRUM CRESCENT LIMITED ("Ferrum" or "the Company") will be held on the date and at the location and time specified below:

DATE: 25 November 2011

LOCATION: The Boulevard Centre, 99 The Boulevard, Floreat WA 6014

TIME: 4:00 pm (Perth time)

BUSINESS: The business to be transacted at the Annual General Meeting is the proposal of the Resolutions set out below:

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of Shareholders of Ferrum Crescent Limited will be held at The Boulevard Centre, 99 The Boulevard, Floreat WA 6014 on 25 November 2011 at 4:00 pm (Perth time).

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

Proxies:

Please note that:

a. a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

b. a proxy need not be a member of the Company;

c. a Shareholder may appoint a body corporate or an individual as its proxy;

d. a body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy; and

e. a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the total votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

To vote by proxy, please complete and sign the proxy form enclosed and either:

a. deliver the proxy form by post to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia; or

b. fax the form to Computershare Investor Services Pty Limited on facsimile number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

so that it is received not later than 4:00 pm (Perth time) on 23 November 2011. Proxy forms received later than this time will be invalid.

Your proxy form is enclosed as a separate document.

CUSTODIAN VOTING

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Ferrum Crescent Limited will be held at 4:00 pm (Perth time) on 25 November 2011 at The Boulevard Centre, 99 The Boulevard, Floreat WA 6014.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual 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 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 7.00 pm (Sydney time) on the day which is 2 days before the date of the Annual General Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

Financial Statements and Directors' Report

The financial statements and Directors' Report for the year ended 30 June 2011 are to be tabled.

RESOLUTIONS

1. Adoption of Remuneration Report (Non-binding)

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes the remuneration report for the Company for the year ended 30 June 2011 be adopted."

Voting Prohibition: To the extent required by section 250(R) of the Corporations Act, a vote on this resolution must not be cast (in any capacity) by or on behalf of a member of the key management personnel, details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member. However, a person described above may cast a vote on this resolution if the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and the vote is not cast on behalf of the key management personnel or closely related parties described above.

2. Election of Robert Hair as a director

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That Mr Robert Hair, having been appointed as a director under the Company's Constitution by resolution of the board of directors, and being eligible, offers himself for election, be elected as a director of the Company."

3. Re-election of Klaus Borowski as a director

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That Mr Klaus Borowski, who retires by rotation in accordance with clause 11.3 of the Company's Constitution, and being eligible, offers himself for election, be re-elected as a director of the Company."

4. Re-election of Ted Droste as a director

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That Mr Ted Droste, who retires by rotation in accordance with clause 11.3 of the Company's Constitution, and being eligible, offers himself for election, be re-elected as a director of the Company."

5. Amendment to Company's Constitution

To consider and, if thought fit, to pass, with or without amendment, the following as a special resolution:

"That the constitution of the Company be amended by deleting the current text of Clause 17.8 and replacing it with the following:

"(a) Subject to (b) below, all dividends declared but unclaimed may be invested by the Directors as they think fit for the benefit of the Company until claimed or required to be dealt with in accordance with any law relating to unclaimed moneys.

(b) All dividends declared but unclaimed must be held by the Company in trust for the relevant shareholder for a minimum period of three years from the date that they are declared."

BY ORDER OF THE BOARD

Andrew Nealon

Company Secretary

DATED 20 October 2011

NOTES

A member entitled to vote at this Annual General Meeting is entitled to appoint a proxy to attend and vote for the member at the Annual General Meeting. A proxy need not be a member. If the member is entitled to cast 2 or more votes at the Annual General Meeting the member may appoint 2 proxies. If a member appoints 2 proxies and the appointment does not specify the proportion or number of the members votes each proxy may exercise, each proxy may exercise half of the votes. A proxy form is attached to the back of this booklet.

For the purposes of determining voting entitlements at this Annual General Meeting, Shares will be taken to be held by persons who are registered as holding Shares at 7.00pm (Sydney time) on the day which is 2 days before the date of the Annual General Meeting. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of Annual General Meeting.

EXPLANATORY STATEMENT TO SHAREHOLDERS

INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders of Ferrum Crescent Limited in connection with Resolutions to be considered at the Annual General Meeting of members to be held at The Boulevard Centre, 99 The Boulevard, Floreat WA 6014 at 4:00 pm (Perth time) on 25 November 2011.

This Explanatory Statement should be read in conjunction with the accompanying Notice of Annual General Meeting. Please refer to this Explanatory Statement for the glossary of terms.

The 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.

If you appoint the Chairman as your proxy, or the Chairman is appointed as your proxy by default, new rules apply in respect of Resolution 1. Your attention is drawn to the section in the proxy form entitled "Important - for item 1" and in particular the requirement that you specify how your proxy is to vote or mark the box on that form if you wish your votes to be counted on this Resolution.

FINANCIAL STATEMENTS AND DIRECTORS' REPORT

The Corporations Act requires the reports of the Directors and of the auditor and the annual financial report, including the financial statements, to be put before the Meeting. The Corporations Act does not require a vote of Shareholders at the Meeting on the reports or statements. However, Shareholders will be given an opportunity to raise questions on the reports and statements for the year ended 30 June 2011 at the Meeting.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Directors' Report in the Company's 2011 Annual Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company.

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the Remuneration Report will be put at the Meeting. Section 250R(2) of the Corporations Act requires that a resolution that the Remuneration Report be adopted must be put to the vote. Resolution 1 seeks this approval.

However, in accordance with section 250R(3) of the Corporations Act, Shareholders should note that Resolution 1 is an "advisory only" resolution which does not bind the Directors of the Company.

Following consideration of the Remuneration Report, the Chairman, in accordance with section 250SA of the Corporations Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

In accordance with the recently introduced provisions of the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011, to the extent required by section 250(R)(4) and (5) of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the key management personnel, details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member.

However, a person described above may cast a vote on Resolution 1 if the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and the vote is not cast on behalf of the key management personnel or closely related parties described above.

The term "key management personnel" has the meaning given in the accounting standards and broadly means those persons with the authority and responsibility for planning, directing and controlling the activities of the Company, and includes any director.

The term "closely related party" is defined in the new legislation to include, in respect of a member of key management personnel:

·; a spouse or child of the member;

·; a child or spouse of the member's spouse;

·; a dependent of the member or the member's spouse;

·; anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company;

·; a company the member controls; or

·; a person prescribed by regulations that may be made for this purpose.

Although the effect of Resolution 1 is advisory only, the recent amendments to the Corporations Act referred to above have also introduced what has been referred to as the 'two strikes' rule. Under this rule, companies will be required to put a resolution to shareholders to hold fresh elections for directors if at two consecutive annual general meetings more than 25% of the votes cast on a resolution (such as Resolution 1) to adopt the remuneration report are cast against that resolution. Accordingly, if 25% or more of the votes cast at the meeting on Resolution 1 are against that resolution, and (at the next annual general meeting in 2012) if 25% of the votes are cast against the resolution to adopt the 2011/2012 remuneration report, then the Company will be required to propose a resolution to hold another general meeting within the following 90 days. If such a resolution is passed, then at the subsequent general meeting all Directors (other than a Managing Director) who were in office when the remuneration report was approved at board level will cease to hold office (but may, if eligible, stand for re-election).

Resolutions 2 to 4 (INCLUSIVE) - ELECTION AND RE-ELECTION OF DIRECTORS

Clause 11.12 of the Company's Constitution provides that any director appointed under clause 11.11 of the Company's Constitution (to fill a casual vacancy or as an addition the existing directors) holds office until the next annual general meeting of the Company and is then eligible for re-election. Accordingly, pursuant to clause 11.12 of the Company's Constitution, Resolution 2 seeks the election of Mr Robert Hair as a director of the Company. As Managing Director, Mr Hair will be not be subject to retirement by rotation in future years by virtue of clause 13.39 of the Company's Constitution.

Clause 11.3 of the Company's Constitution provides that (subject to clause 13.39 which provides that a Managing Director shall not retire by rotation in accordance with clause 11.3) at the Annual General Meeting in every year one-third of the directors for the time being, or, if their number is not 3 nor a multiple of 3, then the number nearest one-third, must retire from office. Under clause 11.12 directors appointed under clause 11.11 are not to be taken into account in determining the directors who are to retire by rotation at the meeting. Accordingly, Resolutions 3 and 4 seek the re-election of the directors who retire by rotation, Mr Klaus Borowski and Mr Ted Droste, as Directors of the Company.

In the event that Resolutions 2 to 4 (inclusive) are passed, the Board will consist of Ed Nealon (Chairman and executive director), Robert Hair (Managing Director), Klaus Borowski (non-executive director), Kofi Morna (non-executive director), Grant Button (non-executive director) and Ted Droste (non-executive director).

A profile of each of Robert Hair, Klaus Borowski and Ted Droste is provided below.

Mr Robert HairManaging Director

Mr Hair is a lawyer with over 22 years' experience in the resources sector. He has held several roles in the MIM Group and smaller companies and has Australian and extensive international experience in legal, commercial, financial and organizational aspects of exploration, mining and processing operations. He currently consults to various companies in the resources and information technology sectors and is currently a non-executive director of ASX-listed Carpentaria Exploration Limited (ASX:CAP). Mr Hair resigned from his position as company secretary on 13 July 2011.

Mr Klaus BorowskiNon-executive director 

Mr Borowski is a metallurgical engineer by background, having studied in his home country of Germany. He first arrived in South Africa in 1966, where he was Technical Director of Dunsward Steel until 1979. After a short period in Europe within the steel industry, he returned to South Africa in 1982 and subsequently held several positions in the iron and steel industry in South Africa, including as Managing Director of Krupp South Africa and as Executive Director of IMS. In 1998, Mr Borowski formed Applied Metallurgical Technologies, and amongst other things he was on the steering committee of Saldhana Steel.

Mr Ted DrosteNon-executive director

After graduating in 1962, Mr Droste worked at African Metals Corporation Limited (now known as Samancor), where he was responsible for the operation of an electric arc furnace to produce the ferro-alloy, ferro-silicon-manganese. He subsequently joined the Development Department of the Chlor-Alkali division of Sentrachem Limited. In his ten years with this company, Ted rose in seniority to eventually hold the position of Research and Development Manager.

After completing ten years with Sentrachem, he joined the Projects Division of the Industrial Development Corporation of South Africa (IDC) in 1974, in whose employ he remained until he took early retirement in 2001 to start his own business with two partners. During this period, Mr Droste held a number of positions: the last nine years as Senior General Manager-Projects Division reporting to the Managing Director of IDC, and was required to attend the Corporation's monthly board meetings.

In 2001, Mr Droste, together with two partners, started an engineering manufacturing company, Bay Precision and Mining (Pty) Limited, of which Mr Droste is Chairman. He consults to various companies through his investments holding company, TC Droste Investments (Pty) Ltd.

The Directors (other than Messrs Hair, Borowski and Droste who abstain from making any recommendation in relation to the resolution relating to themselves) recommend that shareholders vote in favour of Resolutions 2 to 4 (inclusive).

RESOLUTION 5 - AMENDMENT TO COMPANY's ConSTItUTION

As previously announced to ASX, the Company is seeking a secondary listing of its Shares on JSE. In anticipation of the possibility of this, the Company has had discussions with JSE regarding the process and requirements for such a listing.

The JSE listing rules have certain requirements for the constitutions of listed entities. One of these concerns unclaimed dividends - specifically a requirement that unclaimed dividends be held on trust for the relevant shareholder for a period of time.

The Company is taking the opportunity of the Annual General Meeting to seek a minor modification to clause 17.18 of is constitution to ensure compliance with the JSE requirement (to facilitate a JSE listing if and when this occurs). The effect of the change is to add a new limb to existing clause 17.18, which new limb requires that any unclaimed dividend be held in trust for a minimum period of three years before such moneys can be utilised by the Company.

Shareholders should note that, as an exploration and development company, available funds are being directed towards Company assets and projects and the directors do not anticipate any actual payment of dividends to Shareholders for some significant time.

In order for the above change to the Company's Constitution to become effective, Resolution 5 will need to be passed by a special resolution (that is, the resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution).

The Board unanimously recommends that shareholders vote in favour of this resolution.

GLOSSARY

Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting.

ASX means Australian Securities Exchange.

ASX Listing Rules means the official listing rules of ASX.

Board means the current board of directors of the Company.

Company means Ferrum Crescent Limited A.C.N. 097 532 197.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Ferrum or Ferrum Crescent means Ferrum Crescent Limited A.C.N. 097 532 197.

JSE means the South African JSE Limited securities exchange.

Notice of Meeting means this notice of annual general meeting including the Explanatory Statement.

Option means an option to acquire a Share and Options has a corresponding meaning.

Resolution means a resolution set out in the Notice of Meeting.

Security means a Share or an Option and Securities has a corresponding meaning.

Share means a fully paid ordinary share in the capital of the Company and Shares has a corresponding meaning.

Shareholder means a holder of Shares in the Company.

WST means Western Standard Time as observed in Perth, Western Australia.

$ or $A means Australian dollars.