RNS Number : 5125G
  AIM Resources Limited
  23 October 2008
   

    AIM RESOURCES LIMITED 

    23 OCTOBER 2008

    Notice of Annual General Meeting

    AIM Resources Limited ("the Company") announces that the Company's Annual General Meeting ("AGM") will be held on 24 November 2008,
commencing at 10.30am (EDST) in the Beaumont Room, Sheraton On The Park Hotel, 161 Elizabeth Street, Sydney.



    Cancellation of Trading on AIM

    One of the Resolutions to be put to AIM Resources shareholders ("Shareholder") at the AGM is to request their approval for the
cancellation of the admission of the Company's ordinary fully paid shares ("Shares") to trading on the AIM market of the London Stock
Exchange plc ("AIM") (the "Cancellation").

    Having carefully considered the matter for some time, the Board has concluded that it is no longer appropriate for the Company's
Ordinary Shares to continue to be admitted to trading on AIM.

    In March 2005, when AIM Resources listed on AIM, the Company was seeking funding for the Perkoa Bank Feasibility Study. The AIM listing
was an opportunity to provide further exposure to UK and European investors and enable a wider appreciation of the value of the Company's
Perkoa project.

    Currently, under twenty per cent of the Company's Ordinary Shares are held on the AIM register, and there has been limited liquidity in
the Company's shares. 

    The Board also believes that the on-going high costs and regulatory requirements of maintaining a quotation on AIM can no longer be
justified in relation to the Company. The Board anticipates that the Company will make annual savings in excess of $175,000 as a result of
the cancellation of its admission to trading on AIM. The Board believes that these funds can be better deployed for shareholders by
continued investment in the growth of the business.

    Finally, a disproportionate amount of senior management time is spent on meeting AIM listing requirements. Following cancellation of
admission to trading on AIM, senior management can focus on the continued growth and development of the business.

    Whilst the Board believes that the proposed cancellation is in the shareholders' interest, it recognises that cancelling admission to
trading on AIM will make it more difficult for those shareholders on the AIM register to buy and sell Ordinary Shares should they so wish.
The Board intends, following the cancellation of admission to trading on AIM, to remain listed on the Australian Stock Exchange and will
continue to comply with all accounting and regulatory requirements expected of a company of this status. 

    There is currently no requirement to alter or amend the Company's Constitution in order to realise cancellation of admission to trading
on AIM. The resolution to cancel admission to trading on AIM requires the approval of 75 per cent of those present and entitled to vote at
the meeting or voting by proxy.

    If shareholders wish to sell their Ordinary Shares on AIM, they must do so prior to cancellation becoming effective (such cancellation
will occur no earlier than five days after the AGM and is expected that trading in Ordinary Shares on AIM will cease at the close of
business on 30 January 2009 with cancellation being effected at 7am on 2 February 2009). Following cancellation of admission of the
Company's Ordinary Shares on AIM, shareholders may continue to hold their Ordinary Shares and trade such shares on the Australian Stock
Exchange.  

    Computershare, as the Company's registrar for UK shareholders, will be writing to each shareholder on the UK register to advise them on
the process in more detail, but if shareholders do nothing with their existing holdings, a transfer of the holding to the Australian
register will happen automatically.

    The Notice of AGM is being posted to shareholders. Extracts are set out below and a copy of the full Notice is available at the
Company's website at: www.aimresources.com.au.


    Should you require further information please contact:

    Scott Lowe
Managing Director 
Ph: + 61 2 9357 9000

    Fiona Owen
    Grant Thornton UK LLP
    Ph: +44 20 7383 5100


    NOTICE OF ANNUAL GENERAL MEETING
    Notice is hereby given that the Annual General Meeting (AGM) of AIM Resources Limited (the Company) will be held on 24 November 2008,
commencing at 10.30am (EDST) in the Beaumont Room, Sheraton On The Park Hotel, 161 Elizabeth Street, Sydney.

    The attached Explanatory Memorandum should be read in conjunction with the Notice of AGM.
    ordinary BUSINESS
    ITEM 1 - FINANCIAL REPORT
    To receive and consider the financial report of the Company and its controlled entities for the year ended 30 June 2008 and the reports
of the Directors and Auditor thereon.

    ITEM 2 - ADOPTION OF REMUNERATION REPORT
    To consider and, if thought fit, to pass the following resolution:

    "That for the purposes of section 250R(2) of the Corporations Act 2001, the Company adopts the Remuneration Report contained in the
Directors' Report that was provided to shareholders as part of the 2008 Annual Report."

    Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

    ITEM 3 - APPOINTMENT OF AUDITOR
    To consider and, if thought fit, to pass the following ordinary resolution: 

    "That KPMG be appointed as auditor of the Company, with such appointment to take effect from the time at which the resignation of Alcock
Davis Danieli as auditor takes effect."

    ITEM 4 - RE-ELECTION OF DIRECTOR: MR LOUIS MNGUNI 
    To consider and, if thought fit, to pass the following as an ordinary resolution:

    "That Mr Louis Mnguni, who retires from office in accordance with clause 74 of the Constitution and Listing Rule 14.4, be re-elected as
a Director of the Company."

    ITEM 5 - RE-ELECTION OF DIRECTOR: MS NICOLE BOWMAN 
    To consider and, if thought fit, to pass the following as an ordinary resolution:

    "That Ms Nicole Bowman, who retires from office in accordance with clause 66(2) of the Constitution and Listing Rule 14.4, be re-elected
as a Director of the Company."

    ITEM 6 - NON-EXECUTIVE DIRECTORS' REMUNERATION
    To consider and, if thought fit, pass the following resolution as an ordinary resolution: 

    "That, in accordance with clause 67(1) of the Constitution and Listing Rule 10.17, the maximum aggregate remuneration payable to
Non-executive Directors for their services to the Company in any financial year be increased to an aggregate maximum sum of $400,000, such
increase to be effective from 1 July 2008." 
    SPECIAL BUSINESS
    ITEM 7 - ADOPTION OF NEW CONSTITUTION 
    To consider and, if thought fit, to pass, the following resolution as a special resolution:

    "That pursuant to section 136(2) of the Corporations Act 2001, the Company adopts a new Constitution in the form as signed by the
Chairman of the Meeting for identification purposes, to replace the existing Constitution of the Company, effective from the close of the
Annual General Meeting."

    Note: In accordance with section 136(5) of the Corporations Act 2001, a copy of this Resolution, if passed, shall be lodged with the
Australian Securities & Investments Commission (ASIC) within fourteen (14) days of the meeting.

    ITEM 8 - CHANGE OF NAME
    To consider and, if thought fit, to pass, the following special resolution:

    "That the name of the Company be changed, in accordance with section 157 of the Corporations Act 2001, from 'AIM Resources Limited' to
'Blackthorn Resources Limited'."

    ITEM 9 - APPROVAL OF EMPLOYEE OPTION PLAN
    To consider and, if thought fit, pass the following resolution as an ordinary resolution: 

    "That for the purposes of Listing Rule 7.2 exception 9, approval be given for the implementation and operation of an Employee Option
Plan, as summarised in the Explanatory Memorandum that accompanied the Notice of Meeting."  

    ITEM 10 - OFFER OF OPTIONS TO MR VICTOR BRADLEY, NON-EXECUTIVE DIRECTOR
    To consider and, if thought fit, pass the following resolution as an ordinary resolution:

    "Subject to passing resolution 9, that in accordance with Listing Rule 10.14, approval be given for the offer of 5 million Options to
the Non-executive Director, Mr Victor Bradley, in accordance with the terms and conditions described in the Explanatory Memorandum that
accompanied the Notice of Meeting."

    ITEM 11 - OFFER OF OPTIONS TO MR WILLIAM CASH, EXECUTIVE DIRECTOR
    To consider and, if thought fit, pass the following resolution as an ordinary resolution:

    "Subject to passing resolution 9, that in accordance with Listing Rule 10.14, approval be given for the offer of 5 million Options to
the Executive Director, Mr William Cash, in accordance with the terms and conditions described in the Explanatory Memorandum that
accompanied the Notice of Meeting."

    ITEM 12 - OFFER OF OPTIONS TO MR LOUIS MNGUNI, NON-EXECUTIVE DIRECTOR
    To consider and, if thought fit, pass the following resolution as an ordinary resolution:

    "Subject to passing resolution 9, that in accordance with Listing Rule 10.14, approval be given for the offer of 5 million Options to
the Non-executive Director, Mr Louis Mnguni, in accordance with the terms and conditions described in the Explanatory Memorandum that
accompanied the Notice of Meeting."

    ITEM 13 - OFFER OF OPTIONS TO MR SCOTT LOWE, MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER
    To consider and, if thought fit, pass the following resolution as an ordinary resolution:

    "Subject to passing resolution 9, that in accordance with Listing Rule 10.14, approval be given for the offer of 7.5 million Options to
the Managing Director and Chief Executive Officer, Mr Scott Lowe, in accordance with the terms and conditions described in the Explanatory
Memorandum that accompanied the Notice of Meeting."

    ITEM 14 - OFFER OF OPTIONS TO MS NICOLE BOWMAN, NON-EXECUTIVE DIRECTOR
    To consider and, if thought fit, pass the following resolution as an ordinary resolution:

    "Subject to passing resolution 9, that in accordance with Listing Rule 10.14, approval be given for the offer of 2 million Options to
the Non-executive Director, Ms Nicole Bowman, in accordance with the terms and conditions described in the Explanatory Memorandum that
accompanied the Notice of Meeting."

    ITEM 15 - CONSOLIDATION OF SHARE CAPITAL 
    To consider and, if thought fit, pass the following resolution as an ordinary resolution:

    "That in accordance with section 254H(1) of the Corporations Act 2001, the issued share capital of the Company be consolidated on the
basis that every ten existing fully paid shares in the capital of the Company be consolidated into one fully paid ordinary share, with such
consolidation to take effect as described in the Explanatory Memorandum."

    Note: In accordance with section 254H(4) of the Corporations Act, a copy of this Resolution, if passed, shall be lodged with the ASIC
within one month of the meeting.

    ITEM 16 - DELISTING AIM RESOURCES FROM AIM MARKET OF THE LONDON STOCK EXCHANGE
    To consider and, if though fit, pass the following resolution as a special resolution:

    "That, in accordance with Listing Rule 41 of the AIM Market the admission of the Company's Ordinary Shares on the AIM Market of the
London Stock Exchange be cancelled."
    ANY OTHER BUSINESS
    To transact any further business that may legally be brought forward.
    VOTING EXCLUSION STATEMENT
    In accordance with the ASX Listing Rules, AIM Resources Limited will disregard any votes cast by any Director of AIM Resources Limited
and their associates on Item 6 and Items 9 to 14 of business unless:
    The vote is cast by a person as proxy for a person who is entitled to vote in     accordance with the directions of 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 the direction
on the proxy form to vote     as the proxy decides.  

    By Order of the Board

    Chris Brown
    Company Secretary

    24 October 2008

    www.aimresources.com.au

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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