Avalon Minerals Ltd : Notice of General Meeting 15 February 2012

AVALON MINERALS LTD

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NOTICE OF GENERAL MEETING REQUISITIONED PURSUANT TO SECTION 249D OF THE CORPORATIONS ACT A General Meeting of the Company will be held at 10am (WST) on Wednesday, 15 February 2012 at The Terrace Lounge, 185 St Georges Terrace, Perth, Western Australia 6000.

THIS IS AN IMPORTANT DOCUMENT SHAREHOLDERS ARE URGED TO CONSIDER THESE ISSUES CAREFULLY AND EXERCISE YOUR RIGHT TO VOTE

Avalon Minerals Ltd

ABN 68 123 184 412

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Avalon Minerals Limited (Avalon or the Company) will be held at 10.00am (WST) on Wednesday, 15 February 2012 at The Terrace Lounge, 185 St Georges Terrace, Perth, Western Australia 6000.

INTRODUCION

On 22 December 2011, the Directors of the Company received a request, pursuant to section
249D of the Corporations Act, from Mr Siew Mun Chuang, who holds at least 5% of the votes that may be cast at a general meeting (Requisitioning Shareholder) to call and arrange a general meeting and to put to shareholders resolutions to remove three existing directors and to replace them with three directors nominated by the Requisitioning Shareholder.
This General Meeting has been called in response to this statutory requisition and resolutions 1 to 6 below are proposed, as required by the Corporations Act, in the exact same form as Mr Siew Mun Chuang's request.

AGENDA

ORDINARY BUSINESS

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

1. Resolution 1: Removal of Mr David Leslie McSweeney as a director

"That Mr David Leslie McSweeney be removed as a director of the Company."

2. Resolution 2: Removal of Mr Abu Sahid Bin Mohamed as a director

"That Mr Abu Sahid Bin Mohamed be removed as a director of the Company."

3. Resolution 3: Removal of Mr Amro Fouad Al-Khadra as a director

"That Mr Amro Fouad Al-Khadra be removed as a director of the Company."

4. Resolution 4: Appointment of Mr Siew Mun Wai as a director

"That Mr Siew Mun Wai be appointed as a director of the Company."

5. Resolution 5: Appointment of Mr Rohan Charles Edmondson as a director

"That Mr Rohan Charles Edmondson be appointed as a director of the Company."

6. Resolution 6: Appointment of Mr Seng Han Gary Goh as a director

"That Mr Seng Han Gary Goh be appointed as a director of the Company."

By Order of the Board
Brett Dickson
Company Secretary
11 January 2012

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VOTING INSTRUCTIONS

VOTING IN PERSON

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

CHAIRMAN FOR THE GENERAL MEETING

As the Company's current Chairman has an interest in the resolutions, the Board has determined that Mr Andrew Munckton will act as chairman for the purposes of convening and regulating the conduct of the General Meeting.

PROXIES

Votes at the general meeting may be given personally or by proxy, attorney or representative.
A Shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies to attend and vote at this meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights.
A proxy may, but need not be, a Shareholder of the Company.
The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.
Your vote is important. Your Directors recommend that you ensure you direct your proxy how to vote in respect of each Resolution. This requires a Shareholder to indicate its vote by ticking the FOR, AGAINST or ABSTAIN box for each resolution. If you appoint the Chairman of the
Meeting as your proxy or he is appointed by default and you do not indicate how the Chairman
of the Meeting is to vote your proxy, the Chairman of the Meeting will not cast your votes on that
Resolution and your votes will not be counted in computing the required majority if a poll is called on that Resolution.

CORPORATE REPRESENTATIVES

A body corporate may appoint an individual as its representative to attend and vote at the meeting and exercise any other powers the body corporate can exercise at the meeting. The appointment may be a standing one. The representative should bring to the meeting evidence
of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return as soon as possible and either by:

(a)	post to:	Computershare Investor Services Pty Limited GPO Box 242 Melbourne, Vic 3001 Australia; or
(b)	facsimile to:	if in Australia: 1800 783 447 if outside Australia: [phone].

so that it is received not later than 10:00am (WST) on 13 February 2012. Proxy Forms received later than this time will be invalid.

VOTING ENTITLEMENTS

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations
2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as
Shareholders of the Company at 10.00am (WST) on 13 February 2012. Accordingly, shares registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

POLL

It is the Chairman's intention to have each vote be by way of poll.
Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

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Avalon Minerals Ltd

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EXPLANATORY MEMORANDUM

IMPORTANT NOTICE

This Explanatory Memorandum contains an explanation of, and information about, the resolutions to be considered at the General Meeting of Shareholders proposed to be held at
10.00am (WST) on Wednesday, 15 February 2012 at The Terrace Lounge, 185 St Georges
Terrace, Perth, Western Australia 6000. It is given to Shareholders to help them determine how to vote on the resolutions set out in the Notice of Meeting. If you are in doubt about what to do
in relation to the resolutions set out in the Notice of Meeting you should consult your financial or
other professional adviser.

Overview of your important choice as a Shareholder

On 22 December 2011, Avalon received a request from Mr Siew Mun Chuang, a shareholder holding approximately 9.7 per cent. of the Company's issued shares, to convene a general meeting of Shareholders to consider resolutions to remove three of the existing five Directors of the Company and replace them with three new directors proposed by him. (Requisitioned Meeting).
The Directors the subject of the removal resolutions are:

• Mr David Leslie McSweeney, the Company's current executive chairman;

• Mr Abu Sahid Bin Mohamed, a non-executive director; and

• Mr Amro Fouad Al-Khadra, a non-executive director. (together the Affected Directors)
The requisition does notseek to remove either Mr Andrew Munckton, the current managing director, or Mr Stephen Stone, a non executive director, who resigned as a director of the Company on 10 January 2011. Unless he voluntarily resigns from office Mr Munckton will continue as a director following the General Meeting irrespective of the outcome of the resolutions.
Mr Chuang is seeking to have the persons mentioned in resolutions 4 to 6 appointed as directors of the Company.
Avalon, having received the requisition, is obliged under the Corporations Act to convene the
General Meeting.
Shareholders now have an important choice that will impact on the future of the Company:

• Shareholders can choose to remove some or all of the Affected Directors and replace them with none, some or all of the directors put forward by Mr Siew Mun Chuang. This may mean that the Company becomes controlled by a majority of new Directors and the Company will follow the strategic direction set by that new Board. The proposed new Directors have not yet indicated any strategy as to how the Company will operate should they be appointed to the Board; or

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• Shareholders can continue to support the existing Affected Directors and the current corporate strategy endorsed by the current Board. This will mean the Company will continue to be directed by the existing Board and management who will maintain its current focus on enhancing value through progressing exploration at the Company's Viscaria project and the sale or joint venture of non-core assets.

In deciding how to vote, your Directors urge Shareholders to carefully consider whether a change in the Board (and this potential change in the strategy of the Company) outweighs the benefits of retaining the Affected Directors and existing corporate strategy.
To assist Shareholders in making this decision included with the notice of meeting enclosed are two statements:
1. The first is a statement from your current Chairman, Mr David McSweeney, who Mr Siew Mun Chuang is seeking to remove. Mr McSweeney was a founding shareholder and director of Avalon and responsible for bringing the Viscaria project to the Company; and
2. A statement from the Requisitioning Shareholder, as required by section 249P of the
Corporations Act.
Mr Mohamed and Mr Al-Khadra have not provided the Company with a statement as to their position on the resolutions to be put at the Requisitioned Meeting.

Directors' intentions

If you wish to continue to support the existing Board of Directors, then you should vote

AGAINST all of the resolutions at the Requisitioned Meeting.

Mr David McSweeney has indicated to the Company that his current intention is to vote all of the Shares he either owns or controls AGAINST all of the resolutions at the Requisitioned Meeting.
Mr Andrew Munckton, Mr Abu Sahid Bin Mohamed and Mr Amro Fouad Al-Khadra have not provided the Company with an indication of how they will vote the Shares they own or control.

About Mr Siew Mun Chuang

Mr Chuang's is the registered holder of 23,134,028 shares representing 9.74 per cent of the current issued Shares.
Other than the statement enclosed with this Notice of Meeting, the Company has not received any correspondence from Mr Chuang as to the intentions he or the new directors he has proposed have for the Company's future.

Profiles of the Affected Directors

MR DAVID L MCSWEENEY Executive Chairman

Mr McSweeney holds a Bachelor of Law degree and is a member of the Australian Institute of Company Directors. He has over 20 years experience in the resource sector ranging from exploration to project management, project finance, commercial and legal structuring and corporate development. A founder of Gindalbie Metals Limited, Mr McSweeney was the Managing Director from 1998 until December 2006 and oversaw the discovery and commissioning of two successful gold production centres and the discovery of the 2Bt Karara iron ore deposit. Mr McSweeney has been Executive Chairman of the Company since December 2006.

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TAN SRI ABU SAHID BIN MOHAMED Non-Executive Director

Tan Sri Abu Sahid Bin Mohamed is the Group Executive Chairman of successful Malaysian conglomerate the Maju Group of Companies and has over 30 years experience in the Malaysian construction and steel industries. He is also the Executive Chairman of Perwaja Holdings Berhad, Malaysia's leading steel producer, and Ipmuda Berhad, a building materials specialist. Both companies are listed on the Malaysian Stock Exchange. Tan Sri Mohamed has been a director of the Company since January 2009.

MR AMRO AL-KHADRA Non-Executive Director

Mr Al-Khadra currently holds the position of Group Managing Director and Chief Executive Officer of the leading Malaysian-based construction and property development Group, Maju Holdings Sdn Bhd ("Maju") - a position he has held since October 2009. Mr Al-Khadra is also a director of Perwaja Holdings Berhad, Kinsteel Bhd and Ipmuda Berhad, and sits on the Boards of various other private limited companies in Malaysia. A graduate of Monmouth University in New Jersey, Mr Al-Khadra obtained his Bachelor of Science in Business Administration with a concentration in International Business Management in 1996, followed by the completion of key managerial programs from the International Institute for Management Development ("IMD") in Lausanne, Switzerland.
The profiles for the proposed new directors are contained in the statement provided by the
Requisitioning Shareholder. Impact of your vote Shareholders should note that:
• A vote FOR all of the resolutions will REPLACE the Affected Directors with the directors proposed by Mr Chuang;
• A vote AGAINST all of the resolutions will RETAIN the Affected Directors and thus the current Board;

• You may wish to vote to retain one, some or all of the Affected Directors and vote for or against the appointment of one, some or all of the directors proposed by Mr Chuang.

You should be aware that the Company must have a minimum of three directors and may not have more than nine directors.

Enquiries

Shareholders are requested to contact the Company Secretary on ([phone] if they have any queries in respect of the matters set out in these documents.

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Glossary

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Avalon Minerals Ltd (ABN 68 123 184 412). Constitution means the Company's constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of

Meeting.

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

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Requisitioned Meeting means the requisition under section 249D of the Corporations Act to call the Meeting;

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Shareholding means a holding of a Share.

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

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STATEMENT FROM MR DAVID McSWEENEY

Dear Shareholder
I refer to the Notice of Meeting dated 11 January 2012 which summarises the background to the requisition made by Mr Siew Mun Chuang which seeks to remove 3 directors of the company including myself and to appoint 3 new directors to the board of Avalon being Mr Siew Mun Wai, Rohan Charles Edmondson and Mr Seng Han Gary Goh.
Mr Siew Mun Chuang is a successful Malaysian businessman who has been a large shareholder of Avalon for a number of years. He was introduced to me by Avalon's largest shareholder Tan Sri Abu Sahid Mohamed. Rohan Edmondson is a stockbroker at Indian Ocean Equities in Perth. To my knowledge, I have not met Mr Sang Han Gary Goh.
Whilst it is up to shareholders to make their own inquiries and to make their own decisions regarding the proposed resolutions I hereby let shareholders know that I wish to continue as a director of Avalon and urge you to vote AGAINST the resolution to remove me.
As chairman and founder of Avalon I was instrumental in:

• identifying the Swedish copper assets;

• validating and identifying the JORC resources at Viscaria;

• overseeing the discovery of the D Zone mineralisation at Viscaria;

• overseeing the successful acquisition of Avalons large regional landholding at Viscaria;

and

• introducing and raising most of the funds required to conduct the company's activities over the past 4 years

With over 20 years of experience in the mining industry I am also in a position to introduce the Company to additional strategic investors and new mining asset opportunities by way of project generation.
Over the years I have founded several successful companies including Gindalbie Metals Ltd, Exco Resources Ltd, Aspire Mining Ltd and MSP Engineers. I was fortunate to have led several management teams that have taken new discoveries through the transition period from discovery into production.
Avalon's goal is to add shareholder wealth through discovery and mining production. Your Company has established a strategic regional ground holding in a proven copper/iron region of Northern Sweden. Your Company has developed a plan to unlock the full potential of its Swedish assets which involves the development of a central processing facility at Viscaria with an area of influence of up to 50km surrounding these operations.
With the support of the shareholders, I would like to continue to contribute my expertise to assist in the execution of these strategies
The Company's previous strategy included a $10.8m capital raising announced on 22 June
2011 to finance ongoing exploration and feasibility studies at Viscaria. That capital raising was fully underwritten by Tan Sri Abu Sahid Mohamed. On 8 August 2011 Avalon announced that Tan Sri Abu Sahid Mohamed had informed the company that he intended not to proceed with the underwriting of the balance of the placement. As a result, the Company took immediate steps to reduce overheads and costs whilst completing the re-calculation of resources based on the new drilling results generated over the 2010 and 2011 drilling season.
The Company has since announced revised resources for the A, B and D Zones at Viscaria. It has also announced that it now plans to return to a phase of exploration in the 2012 calendar year to test some of the priority exploration targets within the company's large regional landholdings before revisiting the Viscaria BFS. The aim of this program is to discover additional copper and or iron ore deposits as potential satellite deposits to the proposed Viscaria operations.
In respect of Mr Siew Mun Chuang requisition I wish to make the following comments:

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- Mr Siew Mun Chuang holds approximately 9.7% of the issued capital of Avalon Minerals Ltd.
- In my experience, it is unusual for a shareholder with only 9.7% of the voting rights to have 3 nominee directors out of 5 directors
- Neither Mr Siew Mun Chuang nor the directors he seeks to appoint have articulated a future strategy for the Company
- I believe it will be prejudicial to the interests of shareholders to change the majority of the Board at this important time in the Company's future without understanding what that change will mean for the Company.
I therefore believe that it is in the interests of all shareholders that I continue as a director of
Avalon.
I urge all shareholders to take the time to consider the merits of the resolutions proposed and to contact me should they wish to discuss any of these matters.
Kind regards
David McSweeney
Chairman
Avalon Minerals Ltd

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STATEMENT FROM RECQUISITIONING SECURITY HOLDER

Mr Siew Mun Chuang (Phillip) c/-Bennett + Co Solicitors
10th Floor, 28 The Esplanade, Perth.
Dear Shareholder
On Thursday, 27 December 2011, I requested the company convene a general meeting to consider six resolutions - that three existing directors be removed and three nominees be appointed.
I write to you to explain why I believe it is in the best interests of the company as a whole that these resolutions be passed.
I am a substantial shareholder in your company, the holder of the second largest parcel. Like many of you I acquired my shares at a price well above the current market. In my case, a large portion of my shares were acquired via the recent placement at $0.18 cents per share.
The current global economic circumstances are challenging for every company.
For our company, dealing with assets in Northern Sweden that are in a critical stage of exploration, it is my belief that the company is best served by having a Board of Directors that
can function in a focused commercial operating manner together with the executives of our
company so as to achieve the best outcome for all shareholders.
I have become alarmed to learn that there has been a breakdown in working relationship between the major shareholder and independent director in our company Tan Sri Abu Sahid Bin Mohamed and the Chairman of our company, David Leslie McSweeney. This antipathy (whatever the cause) has the effect that, in my opinion, our board cannot function in the most professional and effective manner to maximise the opportunities for success that we as shareholders all seek for the company.
I have proposed that three directors be removed as directors of the company, they being the three shareholders that currently are the directors that cannot work harmoniously together. It would be wrong in principle to seek to remove only one group of directors (such as Tan Sri Abu Sahid Bin Mohamed and his son-in-law Amro Fouad Al-Khadra on the one hand or Mr McSweeney on the other hand). Both groups constitute substantial shareholders of the company. In the present circumstances until they can resolve their differences they should all step aside for the good of the company.
The three nominee directors I nominate are as follows:
1 Mr Siew Mun Wai (Edward) is my brother. He is a Fellow of the Institute of Chartered Accountants in England & Wales and also a chartered member of the Malaysian Institute of Accountants. He currently sits on the boards of a major international
company's subsidiaries in Australia and New Zealand both as director and chief financial officer and has over 35 years of overseas working experiences in senior management capacities spanning 9 countries. Although he is my brother he is independent of me, does not own any shares in our company and will act in the best interests of all shareholders;
2 Mr Rohan Charles Edmondson has extensive market experience and his presence on the board will bring to the board valuable market knowledge and insights as well as assisting the board in its dealings with the capital markets both in Australia and overseas. Having completed a Bachelor of Commerce (Curtin University) Double Major in Banking and Finance, Rohan worked with the ANZ Banking group for 7 years before gaining international experience with Bankers Trust London (Syndication of Loans -
Corporate Finance) and Bank of Ireland Security Services - Funds Management).

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In 2001, he commenced a career in stockbroking in Perth where he has established indepth advisory relationships with domestic and international resource companies. He has an existing relationship with Avalon Minerals for the past 4 capital raisings.
3 the third nominee is Mr Seng Han Gary Goh. Mr Goh is an Underground Manager at Chalice Gold Mine of Alacer Gold. He is a graduate of University of South Australia and a seasoned mining engineer with over 17 years of mining experience. Mr Goh has been working in management roles for Rio Tinto (Argyle Diamond Mine), BHP Billiton (Cliffs Nickel Project), Barrick Gold (Darlot Gold Mine) and Western Metals (Pillara Mine). He is a member of the Australian Institute of Mining and Metallurgy and he holds a First Class Mine Managers (WA) certificate.
As independent directors my three nominees together with the present independent director, Mr Stone, will provide a significant depth of corporate, financial and market experience capable of assisting the chief executive and executive director Mr Munkton. In accordance with the clear recommendations of the Australian Shareholders Association your board will then comprise a substantial majority of independent directors not associated or representing substantial shareholders and capable of meeting and working together to achieve the best outcome for all shareholders. I urge you to vote in favour of all resolutions.
Dated 29 December 2011
Siew Mun Chuang
(Phillip Siew)

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