NOTICE OF EXTRAORDINARY GENERAL

MEETING

Brisbane, 07 March 2014: Intrepid Mines Limited (ASX, TSX: IAU) (Intrepid, or the
Company), advises that Notice of the Extraordinary General Meeting of shareholders to be
held on 9 April 2014 at the Brisbane Marriott Hotel 515 Queen St Brisbane and the related
Proxy Form were mailed to shareholders on 6 March 2014.
A copy of the Notice and Proxy form is attached.

Inquiries regarding this report and Company business may be directed to:






Directors
Ian McMaster (Executive Chairman)
Colin G. Jackson (Deputy Chairman)
Scott F. Lowe (Managing Director Chief Executive
Officer)
Laurence W. Curtis (Non-executive Director)
Robert J. McDonald (Non-executive Director)
Alan Roberts (Non-executive Director)

Garry Gill (Company Secretary)
Stock Exchange Listing
ASX and TSX symbol: IAU
Substantial Shareholders
Taurus Funds Management 8.5%
Van Eck Associates 7.6%
Acorn Capital 6.8%
Surya Paloh 5.0%
Issued Capital
556,612,782 shares
5,218,259 unlisted options
2,472,000 unlisted share rights


For further information pl ease contact:
Scott Lowe, Chief Executive Officer, Brisbane, Australia
:+61730078000 : slowe@intrepidmines.com

Greg Taylor, Toronto, Canada
: +9053377673 : gtaylor@intrepidmines.com +4166055120


Level 1 | 490 Upper Edward Street | Spring Hill Qld 4004 | Tel: +61 7 30078000 | ABN: 11 060 156 452 | Web: www.intrepidmines.com
www.intrepidmines.com
INTREPID MINES LIMITED
ABN 11 060 156 452
Notice Of
Extraordinary
General Meeting
Your Directors
UNANIMOUSLY recommend that you
VOTE IN FAVOUR
of the resolution to be put to shareholders.
9 April 2014 at 2:00pm (AEST)
at Brisbane Marriott Hotel
515 Queen Street, Brisbane, Queensland
www.intrepidmines.com
Intrepid Mines Limited ABN 11 060 156 452 Page 2
Table of Contents
Letter from the Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notice of Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Agenda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Explanatory Memorandum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Record Date Snap Shot Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Voting Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Explanatory Memorandum to
Notice of Extraordinary General Meeting 2014 . . . . . . . . . . . . . . . . . . . . . . . 5
Important Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Appointment and revocation of proxies
for holders of Ordinary Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Advice to Beneficial Shareholders on the Canadian Registry . . . . . . . 14
Exercise of Discretion by Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Voting Securities and Principal Holders Thereof . . . . . . . . . . . . . . . . . . . 15
Interests of Certain Persons in matters to be acted upon . . . . . . . . . . . 15
Indebtedness of Directors, Executive Officers and Senior Officers . . 15
Interests of management and others in material transactions . . . . . 15
Other material facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Certificate and Approval of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
www.intrepidmines.com
Notice of Extraordinary General Meeting 2014 Page 3
Letter from the Chairman
6 March 2014
Dear Fellow Shareholder
It is with mixed feelings that your board has convened this general meeting to approve the settlement of the
various disputes in which Intrepid has been involved in relation to the Tujuh Bukit Project.
On the one hand, it is disappointing that our efforts to deal with the critical challenges we faced in Indonesia
were not as successful as we had hoped they would be. Our sole objective over the last two years has been to
restore our rights and enable the Company to continue its participation in the development of the Tujuh Bukit
Project. Unfortunately, a range of issues conspired to make that a very difcult objective to achieve.
On the other hand, we have been able to negotiate a settlement which, if approved by our shareholders, will
see the Company recover a substantial portion of the money we have invested in Indonesia and allow us to
make a clean exit from all of the disputes in which we have been involved. For some time now, the Company
has been evaluating investment opportunities in the gold and base metals sector, and this settlement will allow
management to focus its time and attention exclusively on determining the best use for our signicantly
increased cash reserves.
For the reasons outlined in this Notice of Meeting and Explanatory Statement, your Directors have unanimously
concluded that the proposed settlement is in your best interests. The reasons for our decision are set out on
the following pages of this Notice of Meeting and I urge you to consider them carefully.
I am pleased to be able to report to you that since the announcement of the proposed settlement on
19 February, your Directors have received positive feedback from a number of our major shareholders along
with indications that they intend to vote in favour of the settlement.
I urge you to read this document in full and to exercise your vote in FAVOUR of the
resolution to be put to the general meeting on 9 April 2014.
In particular, I draw your attention to the voting instructions on the following page.
Should you be in any doubt about how to cast your vote or if you have any questions about any of the matters
raised in this Notice of Meeting, please call the Intrepid Shareholder Information Line on 1300 481 262 or
+61 3 9415 4256 for shareholders outside of Australia.
We look forward to your continued support as we move to nally settle our Indonesian issues and position the
Company to consider a range of other options for creating value for our shareholders.
Yours sincerely
Ian McMaster AM
Chairman
www.intrepidmines.com
Intrepid Mines Limited ABN 11 060 156 452 Page 4
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE OF MEETING
The Company hereby gives notice that an Extraordinary
General Meeting of Shareholders will be held on Wednesday
9 April 2014 at 2:00 pm (AEST) at Brisbane Marriott Hotel 515
Queen Street, Brisbane QLD (Meeting).
AGENDA
To consider, and if thought t, pass, with or without
amendment, the following resolution (referred to throughout
this Notice of Meeting and Explanatory Statement as the
Resolution) as an ordinary resolution:
That approval is given by the shareholders, for the
purposes of ASX Listing Rule 11.2 and for all other
purposes, for the Company to enter into and complete
the Settlement Documents and Assignment Documents
(as those terms are dened in the Explanatory Statement
accompanying and forming part of the Notice of
Meeting), being a disposal of the main undertaking of the
Company, for the purposes and on terms consistent with
those set out in the Explanatory Statement.
Voting exclusion:
The Company will disregard any votes cast on the Resolution
by a person who might obtain a benet, except a benet
solely in the capacity as a shareholder, if the Resolution is
passed or an associate of that person. However, the
Company need not disregard a vote 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
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.
EXPLANATORY MEMORANDUM
Shareholders are referred to the Explanatory Memorandum
accompanying and forming part of this Notice of Meeting.
RECORD DATE - SNAP SHOT TIME
Regulation 7.11.37 of the Corporations Regulations 2001(Cth)
permits the Company to specify a time, not more than 48
hours before the Meeting, at which time a snap shot of
Shareholders will be taken for the purposes of determining
Shareholder entitlements to vote at the Meeting.
The Directors have determined such time will be 7:00 pm
(AEST) for ASX registered holders and 7:00 pm (EDT) for TSX
registered holders on 7 April 2014 (Record Date).
VOTING INSTRUCTIONS
ASX and TSX registered holders of the ordinary shares of the
Company on the Record Date will be entitled either to attend
the Meeting in person and vote the securities held by them or,
provided a completed and executed Proxy Form has been
delivered to the Company or its transfer agents as indicated
below, vote their securities by proxy.
Proxy Forms for the Meeting for ASX registered holders and
for TSX registered holders, as applicable, are enclosed with
this Notice of Meeting. These Proxy Forms provide further
details on appointing a Proxy. Proxy Forms (and the original
or a certied copy of the power of attorney if the Proxy Form
is signed by an attorney) must be received by the Companys
share registry, Computershare Investor Services Pty Limited
by 2:00 pm (AEST) on Monday 7 April 2014, by the following
means:
delivered by post to the Share Registry of the Company,
Computershare Investor Services Pty Limited, GPO Box
242, Melbourne, Victoria 3001;
sent by fax to the Share Registry of the Company,
Computershare Investor Services Pty Limited on
1800 783 447 (within Australia) or + 61 3 9473 2555
(outside Australia); or
online by visiting www.investorvote.com.au and
logging in using the control number found on the
front of your accompanying proxy form. Intermediary
Online subscribers (Institutions/Custodians) may
lodge their proxy instruction online by visiting
www.intermediaryonline.com.
Any Proxy Form received after the relevant time noted
above will not be valid for the Meeting.
Dated: 6 March 2014
By Order of the Board of Directors
Intrepid Mines Limited
Garry Gill
Company Secretary
www.intrepidmines.com
Notice of Extraordinary General Meeting 2014 Page 5
EXPLANATORY MEMORANDUM
TO NOTICE OF EXTRAORDINARY GENERAL MEETING 2014
IMPORTANT NOTICE
Date of this Explanatory Memorandum
Any information contained in this Explanatory Memorandum is current
as at 6 March 2014 (Notice Date).
Meeting Materials
This Explanatory Memorandum has been prepared for the information
of Shareholders in connection with the business to be considered at
the Meeting for the purposes set out in the accompanying Notice of
Meeting. This Explanatory Memorandum should be read in
conjunction with, and forms part of, the accompanying Notice of
Meeting (collectively the Meeting Materials).
Glossary
Capitalised terms have the meaning given to them in the Glossary or
as other context requires.
Disclsoures
The Company is listed on both the ASX and the TSX under the symbol
IAU. The applicable securities rules and regulations in Australia and
Canada, including the respective listing rules and regulating
instruments in those jurisdictions require differing levels and forms of
disclosure. In the past the Company has set out information in
different formats for Shareholders with shares on each listing. This
Notice of Meeting has been consolidated for ease of reading and all
of the information provided is in accordance with ASX, TSX and
Canadian Securities Law requirements.
Information about the Resolution
The full details of the Resolution to be considered at the Meeting are
set out below.
EXPLANATORY STATEMENT
OVERVIEW
The Company is involved in a range of disputes in relation to
its rights to the Tujuh Bukit project (section i) below
provides shareholders with an overview of the disputes
and the actions taken by or against the Company).
On 19 February 2014, the Company announced that binding
agreements had been signed to settle all disputes and sell all
of the Companys rights in relation to Tujuh Bukit in return for
receiving US$80 million (~A$90 million) in cash (sections ii)
and iii) below summarise the key documents that have
been entered into by the Company).
Two key agreements have been signed:
The rst is a master settlement agreement which effects
the settlement of all disputes relating to ownership of the
project, in exchange for the issue of a convertible bond
and an option to Intrepid (these securities are described
in sections ii) and iii) below).
Voting
The Resolution is an ordinary resolution. This means that, to be
passed, the Resolution needs the approval of a simple majority of
votes cast by Shareholders entitled to vote on the Resolution.
Forward looking statements
Certain statements in these meeting materials relate to the future,
including forward looking statements relating to the Companys
nancial position and strategy.
These forward looking statements involve known and unknown risks,
uncertainties, assumptions and other important factors that could
cause the actual results, performance or achievements of the
Company to be materially different from future results, performance
or achievements expressed or implied by such statements. Such
risks, uncertainties, assumptions and other important factors include,
among other things, general economic conditions, a disruption in the
capital markets, exchange rates, interest rates, the regulatory
environment, structural changes in the industries in which the
Company operates, competitive pressures, selling price and market
demand.
The forward looking statements in the Meeting Materials reect views
held only as of the date of the Meeting Materials. Other than as
required by law, neither the Company nor any other person gives any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward looking statements in the
Meeting Materials will actually occur. Subject to any continuing
obligations under law or the Listing Rules, the Company and its
Directors disclaim any obligation or undertaking to disseminate after
the date of the Meeting Materials any updates or revisions to any
forward looking statements to reect any change in expectations in
relation to those statements or any change in events, conditions or
circumstances on which any such statement is based.
The second is an assignment agreement under which
Intrepid will sell its rights to the convertible bond and the
option to Kendall Court Resources (a company associated
with the Singapore fund manager Kendall Court) for
US$80 million in cash.
A single resolution will be put to Shareholders seeking
approval to enter into both the master settlement agreement
and the assignment agreement (section iv) explains why
only one resolution is being put to shareholders to
approve both the settlement of disputes and the sale of
the Companys rights).
www.intrepidmines.com
Intrepid Mines Limited ABN 11 060 156 452 Page 6
As required by the ASX Listing Rules, these agreements will
only become nally binding if the Resolution the subject of
this Notice of Meeting is passed by Intrepid shareholders
(section v) explains why Shareholder approval is
required).
Your Directors unanimously believe that
it is in the best interests of all shareholders
for the disputes to be settled on the
terms outlined in this Notice of Meeting.
In forming their view, your Directors compared the benet of
receiving a cash payment of US$80 million with a range of
highly subjective factors, including the following:
the prospects of future success in some or all of the
disputes relating to the Project, given the difculties that
the Company has encountered to date;
the potentially lengthy time it would take to resolve all
disputes and the substantial cost (in dollar terms and in
terms of management time) of continuing to pursue legal
remedies; and
the impact on the Company of regulatory changes in
Indonesia which have made the prospect of Intrepid (as a
foreign company) undertaking the development of Tujuh
Bukit more difcult, including:
restrictions imposed on the export of raw and partially
processed minerals; and
regulations enacted by the Indonesian government
in September 2013, which have the effect that the
Company would be unable, even if it successfully
recovers its rights to the Tujuh Bukit Project, to exercise
a right to take more than a 49% interest in the company
holding the Project licences.
Your Directors unanimously concluded that the benets of
settling all disputes outweighed the potential benets of
continuing to pursue legal remedies (full details of the
reasons why your Directors are recommending you vote
in favour of the Resolution are set out below in sections
vi) to xi) below).
The balance of this explanatory memorandum
provides answers to the key questions that
Shareholders need answered when considering
how to vote on the Resolution.
i) WHAT ARE THE DISPUTES?
Prior to the introduction of the new Indonesian Mining Law of
2009 (the Mining Law) and its subsequent implementing
regulations, foreign ownership was not permitted in entities
holding Indonesian mining tenements (kuasa pertambangan,
or KPs). Consequently, the Company was not originally able
to own any direct rights to the Tujuh Bukit Project tenements.
The Tujuh Bukit IUPs (the form of mining licence which
replaced the KPs under the new Mining Law of 2009) were
held by PT Indo Multi Niaga (PT IMN), the Companys
Indonesian joint venture partner.
The Company and its wholly-owned subsidiary, Emperor
Mines Pty Limited (Emperor), through a number of
contractual arrangements with PT IMN, acquired an 80%
economic interest in the Tujuh Bukit Project. Since the
Company had no direct rights in the IUPs, it was reliant on
the observance by PT IMN and its shareholders, Maya
Miranda Ambarsari (Maya) and Andreas Reza Nazaruddin
(Reza) of the contractual arrangements in place and of
legislation and permitting requirements related to the
tenements.
Pursuant to the new Mining Law and prior to July 2012, the
Company had been in the process of restructuring its joint
venture arrangements with PT IMN such that PT IMN would
be converted into a foreign capital investment company in
which the Company, through a subsidiary, would ultimately
have held a direct 80% interest and therefore a direct interest
in the IUPs comprising the Tujuh Bukit Project.
This restructuring process would have required certain
governmental approvals, including recommendations or
authorisations from the Bupati of Banyuwangi, BKPM
(Indonesian Investment Co-ordinating Board) and ESDM
(Ministry of Energy and Mineral Resources). While the
commercial terms upon which the conversion to a direct
equity interest were agreed to between the parties in June
2011, negotiations to document those commercial terms were
protracted and halted entirely in June 2012.
The Company took the position that PT IMN was in breach of
the agreements in place with the Company. PT IMN ceased
communication with the Companys management in July
2012 when the Company was evicted from the Tujuh Bukit
site. In June 2012, the Company had become aware that new
shareholders had been added to the register of PT IMN and
that these new shareholders collectively held 80% of the
expanded issued capital in PT IMN. In December 2012, the
Company further became aware that the Tujuh Bukit IUPs
had been transferred to another company, PT Bumi
SuksesIndo (BSI), which was initially a subsidiary of PT
IMN. According to public records, since the date of transfer
of the IUPs, the shareholding in BSI has changed such that
PT IMN is no longer a shareholder in that company.
EXPLANATORY MEMORANDUM (Cont.)
www.intrepidmines.com
Notice of Extraordinary General Meeting 2014 Page 7
Furthermore, the Exploration IUP has been further transferred
to PT Damai SuksesIndo (DSI).
Given these developments, the Company pursued a range of
legal and commercial avenues in an attempt to protect its
rights in and entitlement to the Tujuh Bukit Project. These are
summarised below:
Criminal Complaints
Initially, in October 2012, the Company made two
complaints to the Indonesian Police. The rst complaint
related to an allegation of fraud and embezzlement of funds
from Emperor by PT IMN and its associates. The second
complaint related to an allegation of unlawful denial of
access to the project site and unlawful retention of
intellectual property owned by Emperor.
The investigation of the rst complaint is ongoing, while the
second complaint has been quashed by the Indonesian
police.
Singapore Arbitration Proceedings
Emperor adopted the position that PT IMN and its
shareholders were in material breach of the joint venture
agreements in place with Emperor and the Company.
Accordingly, Emperor commenced arbitration proceedings
against PT IMN, Maya and Reza under the rules of the
Singapore International Arbitration Centre in Singapore, to
pursue its entitlements to the Tujuh Bukit Project.
Whilst proceedings have commenced, it would likely take
up to two years for the arbitration to be concluded. In the
event of Emperor being successful in obtaining an
arbitration award, it would then be required to seek to
enforce any award through the mechanisms of the
Indonesian court system.
Administrative Proceedings
In December 2012, the Company became aware that the
Tujuh Bukit IUPs had been transferred by PT IMN, to BSI
(Transfer). BSI was a subsidiary of PT IMN at the time of
the Transfer.
The Company also became aware that PT IMN
subsequently transferred all of its shares in BSI to other
parties.
Under Indonesian law, IUPs are not transferrable except for
transfers to majority-held subsidiaries. Emperor therefore
commenced proceedings against the Bupati of
Banyuwangi, (the regional head of government) who
effected the Transfer and approved the changes in
shareholding, seeking to set aside the Transfer, in the State
Administrative Court in Surabaya (Tribunal).
The Tribunal of three judges was split in its decision, but a
majority of two judges ruled against Emperor on procedural
grounds of lack of standing. The dissenting judge accepted
the Companys standing to institute proceedings and went
on to examine the merits of the matter, concluding that the
Bupati of Banyuwangi had acted contrary to Indonesian
law in approving the transfer of the IUPs and subsequent
corporate reorganisation of BSI.
In the course of the Tribunal proceedings, it emerged that
the Exploration IUP has been further transferred to DSI.
The Company therefore instituted a separate action in the
Tribunal in respect of that further transfer. The Tribunal in a
unanimous decision, dismissed the second action on
procedural grounds relating to lack of standing.
The decisions of the Tribunal are not nal and binding until
all appeal rights have been exhausted. Emperor has lodged
appeals against the judgments, to the State Administrative
Appeals Tribunal.
In addition to the above, the following is a summary of the
proceedings that have been instituted against the Company
by third parties in respect of the Tujuh Bukit Project:
South Jakarta Proceedings
In April 2008, IndoAust Mining Limited (IABVI) and Paul
Michael Willis (Willis) entered into a Termination and
Settlement Agreement with Reza and Maya, and a Deed of
Termination and Release with Emperor, under which Willis
and IABVI ceased to hold any direct or indirect interest in
the Tujuh Bukit Project (IMN/Willis Termination and
Settlement Agreements).
In November 2012, proceedings were instituted by IABVI,
IndoAust Mining Pty Limited (IAAUS) and Willis
(Plaintiffs) in connection with the execution of the IMN/
Willis Termination and Settlement Agreements, against the
Company, Emperor, two Company executives (Intrepid
Parties) and the Companys Indonesian joint venture
partners, PT IMN, Reza and Maya (Defendants).
On 11 November 2013, the South Jakarta District court
(District Court) made an award in favour of the Plaintiffs
in relation to the South Jakarta Proceedings, as follows:
the Plaintiffs 70% economic interest in the Tujuh Bukit
project was recognised, with the result that subsequent
agreements entered into between PT IMN and Emperor,
including the agreements establishing the Tujuh Bukit
joint venture, were declared void;
compensation for material damages of $A3.7 million in
respect of alleged expenditure incurred in relation to the
Tujuh Bukit project;
www.intrepidmines.com
Intrepid Mines Limited ABN 11 060 156 452 Page 8
compensation for immaterial damages, in the amount of
$A10 million, for intangible harm (the Plaintiffs had made
a claim for $250 million); and
the dismissal of the Defendants counterclaims.
The Intrepid Parties appealed the decision to the Jakarta
High Court, as important elements of the case for the
Defendants appeared to have received limited
consideration by the District Court in forming its
conclusions about the matter. The decision of the District
Court is not nal and binding until the appeals process has
been exhausted.
ii) WHAT IS THE PROPOSAL TO SETTLE
THE DISPUTES?
Without an admission of liability and subject to approval by
the Companys shareholders, the Plaintiffs, Defendants and
other parties to the Tujuh Bukit ownership dispute, have
entered into a series of documents which will settle all
disputes relating to the Tujuh Bukit Project, including the
disputes outlined in i) above.
Two binding agreements and a range of ancillary documents
which take effect on settlement have been signed.
Master Settlement Deed
The rst document is the deed of settlement which has been
signed by all of the parties involved in the ownership dispute,
including Intrepids former Indonesian partners, PT IMN,
Maya, Reza, IABVI, IAAUS and Willis, and the shareholders of
the holding company of BSI and DSI (Master Settlement
Deed). Under this deed, all parties have agreed to settle the
disputes between them, including the Singapore Arbitration
Proceedings and the South Jakarta Proceedings described
above.
Under the Master Settlement Deed, Emperor will exchange a
US$70 million promissory note issued by IMN under the PT
IMN Settlement and Termination Deed and its remaining
rights in the Project for a bond which is mandatorily
convertible into a 15% pre-IPO shareholding in PT Merdeka
Serasi Jaya (MSJ), which is the current holding company
for the companies holding the Tujuh Bukit mining tenements
(Convertible Bond) on an IPO of that company. The
controlling shareholders of MSJ have advised Intrepid that
they intend to list MSJ, although the timing and jurisdiction of
that listing have not been nalised. Under the Master
Settlement Deed, Emperor would also be granted an option
to subscribe for a further 7.5% of the expanded share capital
of MSJ for US$37.5m at the time of the proposed IPO
(Option).
Settlement under the Master Settlement Agreement will
occur within 24 hours of the passing by Intrepid shareholders
of the Resolution. To ensure that settlement will occur, a
number of other agreements and related documentation
associated with the Master Settlement Deed have been
signed and will take effect as and from the date of settlement
(i.e. within 24 hours of the Resolution being passed). These
other agreements and documents are being held by the
Ashurst (the Companys legal adviser) in escrow pending the
passing of the Resolution and comprise:
PT IMN Settlement and Termination Deed under
this deed, all of the disputes between Emperor and the
Company involving PT IMN, Maya, Reza and Tujuh Bukit
Pte Ltd are settled and those parties release each other
from all claims. IMN will issue Emperor with a US$70
million promissory note to settle Emperors claims,
including its claims on account of monies expended by
Emperor on the Project. Once settlement occurs under
the Master Settlement Deed, the Singapore Arbitration
Proceedings will be withdrawn.
Willis Settlement and Termination Deed under
this deed all of the disputes between Emperor and IABVI,
IAAUS, Willis, PT IMN, Maya and Reza are settled and
those parties release each other from all claims. Once
settlement occurs under the Master Settlement Deed,
the South Jakarta Proceedings referred to above will be
discontinued with no residual liability remaining for any of
the parties to that litigation. Once settlement occurs the
provision of $A13.7 million taken against the claim in the
accounts of the Company will be reversed.
Letters of discontinuation of the South Jakarta
Proceedings, the Singapore Arbitration Proceedings and
the Administrative Proceedings referred to above.
Tujuh Bukit Pte. Transfer documents to allow for
the transfer of shares of Maya and Reza in the Singapore
company which was to be the Tujuh Bukit joint venture
vehicle, to Emperor.
An Escrow Agreement, pursuant to which Ashurst holds the
documents referred to above, with instructions to release
those documents to the relevant parties at settlement, has
been entered into.
The Master Settlement Deed and the other ancillary
documentation described above comprise the Settlement
Documents as that term is used in the Resolution.
EXPLANATORY MEMORANDUM (Cont.)
www.intrepidmines.com
Notice of Extraordinary General Meeting 2014 Page 9
MSJ Securities Assignment Agreement
An assignment agreement has also been signed, under which
Intrepid and Emperor have sold and assigned all of their
rights under the Master Settlement Deed, including the right
to receive the Convertible Bond and the Option, to Kendall
Court Resource Investments Ltd (KCR) a company
associated with the Singapore-based funds manager Kendall
Court (Sale Agreement).
The purchase price payable by KCR is US$80 million (~A$90
million).
KCRs obligation to pay Intrepid US$80 million under the Sale
Agreement has been secured by:
payment of a US$40 million cash deposit into an escrow
account controlled by Intrepids lawyers (the Deposit);
and
the provision by DBS Bank in Singapore of a Standby
Letter of Credit in favour of Emperor, for US$40 million
(Standby Letter of Credit).
These funding arrangements provided the Directors with the
comfort they required regarding KCRs ability to complete the
sale transaction.
Settlement under the MSJ Securities Assignment Agreement
will occur concurrently with settlement taking place under the
Master Settlement Deed. To ensure that settlement occurs
concurrently, a number of other documents have been signed
and will take effect as and from the date of settlement. These
other agreements and documents are being held by Ashurst
(the Companys legal adviser) in escrow, pending the passing
of the Resolution and comprise:
a transfer of the Convertible Bond and the Option from
Emperor to KCR; and
a Notice of Assignment from Emperor to KCR.
An Escrow Agreement, pursuant to which Ashurst holds the
Deposit, the Standby Letter of Credit and the documents
referred to above, with instructions to release those
documents to the relevant parties at settlement, has been
entered into.
The MSJ Securities Assignment Agreement and the other
ancillary documentation described above comprise the
Assignment Documents as that term is used in the
Resolution.
iii) WHAT ARE THE MATERIAL TERMS OF
THE SETTLEMENT DOCUMENTS AND THE
ASSIGNMENT DOCUMENTS?
Master Settlement Deed Key Terms
Parties
The parties to the Master Settlement Deed include all of the
parties involved in the ownership dispute, including Intrepid,
Emperor and Tujuh Bukit Pte Ltd (together the Intrepid
Parties) and Intrepids former Indonesian partners, PT IMN,
Maya, Reza and Willis.
Effect of Settlement occurring under the Master
Settlement Deed
Settlement of the transactions contemplated under the
Master Settlement Deed will result in:
the parties effecting:
the discontinuance of the administrative proceedings
brought against the Bupati of Banyuwangiin relation to
the Transfer;
the settlement of the civil disputes between Emperor,
PT IMN, Maya and Reza;
the discontinuance of the Singapore Arbitration
Proceedings between Emperor, IMN, Maya and Reza;
and
the discontinuance of the South Jakarta Proceedings
between the Intrepid parties, two executives of Intrepid,
PT IMN, Maya, Reza, IAAUS, IABVI and Willis;
the parties releasing and forever discharging each other
(and any of their Associates (which includes related
entities and current or former shareholders, ofcers,
employees or agents of the party or its related parties))
from any claims relating to the subject matter of any of the
above proceedings/disputes;
Emperor being issued with:
the Convertible Bond; and
the Option (collectively, the MSJ Securities).
Other obligations
There are a number of ongoing obligations placed on the
Intrepid Parties but other than those obligations that relate to
the discontinuance of proceedings, releases of further claims
between the parties, condentiality and non-disparagement
obligations and an obligation on the Intrepid Parties to make
certain project information available to MSJ, these will drop
away at Settlement (as a result of the contemporaneous
assignment of the MSJ Securities).
www.intrepidmines.com
Intrepid Mines Limited ABN 11 060 156 452 Page 10
Condition Precedent to Settlement
The Master Settlement Deed is conditional upon approval of
the shareholders of Intrepid being obtained at a general
meeting (Condition Precedent).
Intrepid is required to use its reasonable endeavours to
ensure that the Condition Precedent is satised prior to the
date which is 12 weeks after the signing of the Master
Settlement Deed.
Escrow
The parties to the Master Settlement Deed have also entered
into escrow arrangements, under which all of the documents
required for Settlement to occur are held in escrow by
Ashurst Australia as the Escrow Agent.
Under the terms of the escrow arrangements, once the
Chairman of the Intrepid EGM and another director provide a
certicate to the Escrow Agent conrming that the Intrepid
shareholders have approved the entry into the Master
Settlement Deed, Settlement will occur and the Escrow
Agent will be required to release all of the documents to the
relevant parties.
This will also be the trigger for the release of documents
under a separate escrow arrangement entered into in relation
to the MSJ Securities Assignment Agreement.
MSJ Securities Assignment Agreement
Key Terms
Effect of Completion occurring under the
Assignment Agreement
Completion of the transactions contemplated under the
Assignment Agreement will result in:
assignment of Emperors rights (other than certain
excluded rights) under the Master Settlement Deed,
including its rights to the MSJ Securities (being the
Convertible Note and the Option); and
Emperor receiving the purchase price of US$80 million.
Conditions Precedent
The Assignment Agreement is also conditional upon Intrepid
shareholder approval being obtained.
Escrow
The parties to the Assignment Agreement have entered into
escrow arrangements, under which the parties have placed
all of the documents required for completion under the MSJ
Securities Assignment Agreement in escrow with Ashurst
Australia as the Escrow Agent.
Under the terms of the escrow arrangements, completion will
be effected concurrently with completion under the Master
Settlement Deed, at which time the Escrow Agent will be
required to release all of the documents to the relevant
parties. This will include releasing the purchase price to
Emperor, which is required under the escrow arrangements
to be held as follows:
a cash deposit of US$40 million; and
a Letter of Credit in the amount of $40 million which
Intrepid will be able to draw down on once it is released
from escrow.
iv) WHY IS THE RESOLUTION APPROVING
ENTRY INTO BOTH THE SETTLEMENT
DOCUMENTS AND THE ASSIGNMENT
DOCUMENTS?
Negotiations in relation to a possible settlement have been
ongoing for several months. In the nal phase of negotiations
regarding the Master Settlement Deed, a commercial
impasse arose and Intrepid concluded that it was not
prepared to proceed on the terms proposed unless Intrepid
was able to concurrently sell its rights under the Master
Settlement Deed for an acceptable cash sum.
The Companys decision not to sign the Master Settlement
Agreement without an ability to immediately sell its rights for
cash was based on a range of factors including:
a belief that the right to 15% of the pre-IPO shares in MSJ
granted under the Convertible Bond was not sufcient,
given the difculty of assessing the likely value of that
interest (see further comments on valuation in (iv) below);
a belief that the face value of the bond should have been
higher;
the lack of certainty about the timing and place of listing
for MSJ and the dilution that Intrepid would be exposed to
as a consequence of any capital raising associated with
the IPO;
a concern about holding a minority contingent right in an
unlisted Indonesian company controlled by parties with
whom the Company has been in dispute; and
concerns about various legal risks for Intrepid (particularly
as a foreign company) identied by the Companys
Indonesian counsel arising out of the Master Settlement
Deed.
Intrepids refusal to sign the Master Settlement Deed without
a cash on-sale led to an effort to sell the rights Intrepid would
obtain under the settlement. Kendall Court was introduced to
Intrepid as a potential buyer and agreement for the on-sale
was subsequently reached. Kendall Court is a well known
investor in South East Asia.
EXPLANATORY MEMORANDUM (Cont.)
www.intrepidmines.com
Notice of Extraordinary General Meeting 2014 Page 11
Given that the Company would not support entry into the
Master Settlement Deed alone, one resolution is being put to
Shareholders seeking approval to enter into BOTH the
Settlement Documents and the Assignment Documents.
v) WHY IS THE PROPOSED SETTLEMENT
SUBJECT TO SHAREHOLDER APPROVAL?
Rule 11.2 of the ASX Listing Rules requires a company to
seek the approval of its shareholders to any disposal of its
main undertaking.
For the purposes of the ASX Listing Rules, the main
undertaking of the Company comprises its rights and
entitlement to an interest in the Tujuh Bukit Project.
As a result, Shareholder approval is required for the Company
to enter into and complete the Settlement Documents and
the Assignment Documents.
vi) WHY DO YOUR DIRECTORS RECOMMEND
THAT YOU VOTE IN FAVOUR OF THE
SETTLEMENT AND ASSIGNMENT?
Your Directors took account of a range of factors when
considering whether the best interests of all shareholders
would be served by settling the disputes on the terms
proposed.
In essence, your Directors compared the benet of receiving
a cash payment of US$80 million with the following:
the prospects of future success in some or all of the
disputes given the signicant challenges which the
Company has faced in trying to pursue its rights through
the Indonesian legal system;
the potentially lengthy time it would take to resolve all
disputes and the substantial cost (in dollar terms and in
terms of management time) of continuing to pursue legal
remedies; and
the impact on the Company of regulatory changes in
Indonesia which have made the prospect of Intrepid (as a
foreign company) undertaking the development of Tujuh
Bukit more difcult, including:
restrictions imposed on the export of raw and partially
processed minerals; and
regulations enacted by the Indonesian government
in September 2013, the effect of which is that the
Company would be unable, even if it successfully
recovers its rights to the Tujuh Bukit Project, to exercise
a right to take more than a 49% interest in the company
holding the Project licences.
Your Directors concluded that the benets of settling all disputes
outweighed the potential benets of continuing pursue legal
remedies.
vii) HOW DID THE DIRECTORS DETERMINE
THAT THE CASH PRICE OF US$80 MILLION
WAS FAIR?
In considering whether it was in the best interests of Intrepid
shareholders to settle all disputes on the terms nally
negotiated, your Directors gave careful consideration to value
issues associated with the rights conferred by the Convertible
Bond and the Option, as one of the factors to consider when
deciding whether the cash price of US$80 million was
reasonable.
Assessing the potential value of MSJ immediately prior to a
future IPO is a difcult task given that the future value of MSJ
is subject to a number of highly subjective and variable
factors that makes a valuation at this time inherently difcult.
Those factors include:
the early stage of development of the Tujuh Bukit Project:
the fact that only a preliminary economic assessment
and initial engineering study of the stage one gold oxide
project has been completed;
the fact that no detailed valuation work is possible on the
porphyry copper/gold project given that no economic
assessments or engineering studies have yet been
undertaken;
the fact that the project is situated within a protected
forest area, which gives rise to uncertainties regarding
permitting;
the fact that no detailed analysis has been undertaken
of the effect of the recently-imposed restrictions on the
export of raw and semi-processed minerals;
the uncertainty around nancing the development of both
stages of the project;
the fact that the timing for the listing remains uncertain
and is not guaranteed;
the fact that a decision has not yet been taken as to the
exchange on which MSJ is to be listed;
the fact that a range of issues which will drive investor
interest have yet to be resolved (e.g. composition of the
board of directors, senior management team, corporate
governance arrangements, share capital structure,
liquidity and free oat etc); and
the view of investors of Indonesian sovereign risk and
regulatory framework at the time of listing.
www.intrepidmines.com
Intrepid Mines Limited ABN 11 060 156 452 Page 12
Despite these variables, the Directors considered a range of
possible valuation metrics for MSJ, including:
Trading and transaction comparables in the gold
and copper sectors, noting that it is risky to rely on
comparable companies within a peer group of mining
exploration and development companies, given:
differing stages and time to production of each
companys projects;
differing depths of ore bodies;
varying ore quality and metallurgical factors;
differing cash cost positions;
widely varying project economics; and
varying degrees of country risk.
Enterprise value (EV) per Resource (ounce/tonne) and EV/
Reserve comparisons, recognising that these are also
potentially an unreliable value measure given the variety
of factors that inuence the economics of a particular
deposit and, therefore, the value attributed to undeveloped
copper and gold resources by the market.
Price to net asset value comparisons,which are similarly
an unreliable measure of value,given the net asset values
for Tujuh Bukit are based on early stage studies, project
assumptions (capex and opex) that have yet to be
conrmed and a lack of reliable assumptions to assess
development and nancing risks.
The Directors also considered whether it would be
appropriate to seek an independent experts opinion on the
merits of the proposed settlement. The Directors
unanimously concluded that there was no reasonable basis
to conclude that an independent expert could form a better
view on the merits of the settlement than the Directors. This
conclusion reects the fact that the Directors and senior
management of the Company:
have an intimate knowledge of the long and complex
history of the various disputes and are in the best position
to assess the merits of each element of each dispute; and
are in the best position to assess the circumstances
surrounding the negotiation of the proposed settlement
and the prospects of future success in the disputes or a
future settlement on better terms as compared to settling
on the proposed terms.
In addition, when considering the potential role of an
independent expert, the Directors took into account:
the inability of an expert to prepare a denitive valuation of
the Tujuh Bukit project with a meaningful value range given
the uncertainties and risks outlined above; and
the fact that the Company no longer has access to the
Tujuh Bukit site, key personnel or records which makes
the preparation of a meaningful valuation even more
challenging.
After due consideration of all of these factors and after
comparing the risks of continuing the disputes rather than
accepting the nally negotiated settlement terms, the
Directors unanimously concluded that the nally negotiated
terms supported the unanimous view of the Directors that it
was in the best interests of Intrepid shareholders to enter into
the Settlement Documents and the Assignment Documents.
viii) WHAT ARE THE IMPLICATIONS FOR THE
COMPANY IF SHAREHOLDERS APPROVE
THE SETTLEMENT AND ASSIGNMENT?
The settlement as recommended, when combined with the
existing cash reserves held by the Company, will result in a
total cash holding in excess of A$160 million.
The Company would have no debt or other liabilities and will
have made a clean and complete exit from Indonesia and all
of the disputes in which the Company was involved.
The Company will then be in a position to consider a range of
potential options for deploying its substantial cash reserves,
ranging from investing those funds into a new mining project
through to winding up the Company and distributing cash to
Shareholders.
The Company has commenced business development
activities to seek new investment opportunities and this
process will continue. In this regard, the Company is aware
that ASX Guidance Notes state that the ASX will, in the
absence of any other reason to suspend quotation, generally
continue the quotation of the Companys securities for up to
six months to allow the Company time to identify and make
an announcement of its intention to acquire a suitable new
investment or to allow it time to complete the formalities
needed to commence its winding up. Further, the ASX may
exercise its discretion such that any potential new investment
may require the approval of Shareholders, or may require the
Company to re-comply with the conditions of admission to
the ofcial list of the ASX.
These options will be considered by the Directors after
settlement has occurred and after taking into account the
views expressed between now and then by Intrepid
shareholders.
EXPLANATORY MEMORANDUM (Cont.)
www.intrepidmines.com
Notice of Extraordinary General Meeting 2014 Page 13
ix) WHAT ARE YOUR DIRECTORS
RECOMMENDING?
Taking into account the advantages and disadvantages set
out above, the Directors unanimously recommend that
Shareholders vote in favour of the Resolution, for the
following reasons:
the advantages of settling the disputes and entering
into the Settlement Documents and the Assignment
Documents outweigh the disadvantages; and
the settlement of the disputes and the sale of the
Companys interests in the Tujuh Bukit Project pursuant
to the Settlement Documents and the Assignment
Documents for US$80 million is in the best interests of the
Company and its Shareholders.
In considering the Directors recommendation, Shareholders
should note that the Directors have a potential interest in the
Settlement Deed by virtue of the releases being granted.
x) WHAT ARE THE CHAIRMANS
VOTING INTENTIONS?
The Chairman of the Meeting intends to vote all undirected
Proxies for the Resolution.
xi) WHAT ARE THE IMPLICATIONS FOR THE
COMPANY IF SHAREHOLDERS DO NOT
APPROVE THE SETTLEMENT AND
ASSIGNMENT?
The Company will pursue the various legal actions, but there
is no guarantee of success and, in the opinion of the
Directors, limited prospect of a future negotiated settlement
on better terms.
If the Resolution is not approved by Shareholders, among
other things, this means the disputes will not be settled and
the Company will continue to expend funds and management
time in dealing with the litigation and associated issues.
If the Settlement and Assignment is not approved, the ability
for the Company to make a clean exit from the Tujuh Bukit
Project and associated disputes, will be lost.
VOTING
APPOINTMENT AND REVOCATION OF
PROXIES FOR HOLDERS OF ORDINARY
SHARES
A Shareholder of one or more ordinary share is entitled to
attend and vote at the Meeting or, if unable to attend, a
Shareholder may, by using the applicable Proxy Form
enclosed, appoint another person (who need not be a
Shareholder of the Company), to attend the Meeting and
represent the Shareholder (Proxy). The Chairman of the
Meeting will be appointed as Proxy if a Proxy Form is
submitted by a Shareholder, but no one is named on the
form.
A Shareholder desiring to appoint a Proxy may do so by
inserting another persons name in the blank space provided
in the Proxy Form and returning the completed and executed
Proxy Form by no later than 2:00 pm AEST for ASX registered
holders and 12:00 am EDT for TSX registered holders on
7 April 2014 to the Companys share registry, Computershare
Investor Services Pty Limited,in accordance with the
lodgement instructions detailed on the applicable
Proxy Form.
A Shareholder is entitled to appoint up to two Proxies to
attend the Meeting and represent the Shareholder. If a
Shareholder appoints two Proxies, the Shareholder must
specify the percentage of votes or number of shares for each
Proxy; otherwise each Proxy may exercise half of the votes.
A Proxy can be appointed by the Shareholder or the
Shareholders attorney duly authorised in writing, or, if the
Shareholder is a corporation, under its corporate seal by an
ofcer or attorney thereof duly authorised.
A Shareholder submitting the Proxy Form may indicate the
manner in which the Proxy is to vote with respect to any
specic item of business by ticking the appropriate box. If
the Shareholder wishes to confer discretionary authority on
the Proxy (or Chairman of the Meeting) with respect to any
item of business, then the boxes opposite the item can be left
blank. The shares represented by the Proxy Form submitted
by a Shareholder will be voted in accordance with the
directions, if any, given in the Proxy Form.
In addition to any other manner permitted by law, the Proxy
may be revoked before it is exercised. Such revocation must
be in writing and executed and delivered in the same manner
as the Proxy Form at any time up to and including 7:00 pm
AEST for ASX registered holders and 5:00 am EDT for TSX
registered holders on 7 April 2014 or delivered to the
Chairman of the Meeting on the day of the Meeting or any
adjournment thereof, prior to the time of voting and upon
either such occurrence, the Proxy is revoked.
www.intrepidmines.com
Intrepid Mines Limited ABN 11 060 156 452 Page 14
has not been signed by the Intermediary and which,
when properly completed and signed by the Benecial
Shareholder and returned to the Intermediary (or its
service company), will constitute voting instructions (often
called a Voting Instruction Form) which the Intermediary
must follow. Typically the Benecial Shareholder will also
be given a page of instructions that contains a removable
label containing a bar code and other information. In order
for the form to constitute a valid Voting Instruction Form,
the Benecial Shareholder must remove the label from the
instructions and afx it to the Voting Instruction Form and
properly complete and sign the Voting Instruction Form
and submit it to the Intermediary (or its service company)
in accordance with the instructions of the Intermediary (or
its service company).
In either case, the purpose of this procedure is to permit
Benecial Shareholders to direct the voting of the ordinary
shares they benecially own.
Benecial Shareholders should carefully follow
the instructions of their Intermediary including
those regarding when and where the Proxy Form
is to be submitted.
EXERCISE OF DISCRETION BY PROXIES
The persons appointed as Proxy may attend the Meeting and
will vote the shares or voting rights in respect of which they
are appointed in accordance with the directions of the
persons appointing them.
The enclosed Proxy Form confers discretionary authority
upon the persons named therein with respect to any
amendment, variation or other matter to come before the
Meeting other than the matters referred to in the Notice of
Meeting.
However, if any such amendments, variations, or other
matters which are not now known to management, should
properly come before the meeting, the ordinary shares and
voting rights represented by the Proxies hereby solicited will
be voted in accordance with the best judgment of the person
or persons voting such Proxies.
Where the Chairman has been appointed as Proxy and there
is no direction from Shareholders, all available Proxies
shares will be voted for the Resolution.
Please note that Shareholders who receive their Meeting
materials from Broadridge Investor Communications
Solutions (Broadridge) must return the proxy forms, once
voted, to Broadridge for the proxy to be dealt with.
ADVICE TO BENEFICIAL
SHAREHOLDERS ON THE CANADIAN
REGISTRY
Only Shareholders with registered ordinary shares or the
persons they appoint as their Proxies are permitted to vote at
the Meeting.
In many cases, ordinary shares that are benecially owned by
a person (Benecial Shareholder) are registered either:
in the name of an Intermediary that the Benecial
Shareholder deals with in respect of the ordinary shares;
or
in the name of a clearing agency (such as the Canadian
Depository for Securities Limited (CDS) of which the
Intermediary is a participant (Intermediary).
The Company has distributed the Meeting Materials to
Intermediaries for onward distribution to Benecial
Shareholders in accordance with the requirements of
National Instrument 54-101. Intermediaries are required to
forward the Meeting Materials to Benecial Shareholders
(unless a Benecial Shareholder has waived the right to
receive them). Very often, Intermediaries will use service
companies to forward the Meeting Materials to Benecial
Shareholders. Generally Benecial Shareholders, who have
not waived the right to receive Meeting Materials, will either
be given a form that:
has already been signed by the Intermediary (typically by
a facsimile stamped signature), and indicates the number
and class of securities benecially owned by the Benecial
Shareholder but the voting direction and other information
has not been completed. This form does not need to
be signed by the Benecial Shareholder however, if the
Benecial Shareholder wishes to direct their vote, they
should ll in the voting direction and submit it as specied;
or
Voting (Cont.)
www.intrepidmines.com
Notice of Extraordinary General Meeting 2014 Page 15
DISCLOSURES
VOTING SECURITIES AND PRINCIPAL
HOLDERS THEREOF
As at the Notice Date, the Company has outstanding
556,612,782 ordinary shares, each of which carries one vote.
Therefore, as of the Notice Date, the total number of votes
which may be cast at the Meeting is 556,612,782.
To the knowledge of the Directors and executive ofcers of
the Company, there are no parties who benecially own,
directly or indirectly, or exercise control or direction over
ordinary shares who are entitled to more than 10% of the
votes to be cast at the Meeting as of the Record Date.
A simple majority of votes cast is required to approve all
matters to be submitted to a vote of Shareholders at the
Meeting.
INTERESTS OF CERTAIN PERSONS IN
MATTERS TO BE ACTED UPON
Except as disclosed in this Notice of Meeting, no person who
has been a Director or executive ofcer of the Company at
any time since 1 January 2012 and their associates and
afliates has any material interest, direct or indirect, by way of
benecial ownership of securities or otherwise in any of the
matters to be acted upon at the Meeting other than in respect
of the Resolution on page 4 of this Notice of Meeting.
INDEBTEDNESS OF DIRECTORS,
EXECUTIVE OFFICERS AND SENIOR
OFFICERS
During the 12 month period ended 31 December 2013 none
of the Directors, senior ofcers or key employees of the
Company was indebted to the Company.
INTERESTS OF MANAGEMENT AND
OTHERS IN MATERIAL TRANSACTIONS
On 2 January 2012, Mr Machribie (Non-executive Director)
and the Company entered into a consulting services
agreement (Agreement) whereby it was agreed that Mr.
Machribie would provide services in respect of the
Companys Singaporean and Indonesian interests and
provide any other additional services as requested by the
Company under the terms of the Agreement. Mr. Machribies
consulting services will be performed in Indonesia and shall
be compensated based on agreed monthly instalments. The
consulting fee is in addition to Mr. Machribies directors fees.
Except as disclosed in this Notice of Meeting or in the 2012
Annual Report, no informed person, proposed Director or
associate or afliate of any informed person or proposed
Director has any material interest, direct or indirect in any
transaction entered into by the Company since 1 January
2012 or in any proposed transaction of the Company, save
that the Master Settlement Deed provides for releases from
liability and covenants not to take or support proceedings
against Directors, ofcers and employees of the Company
and its associates, All Directors and employees will have the
benet of these releases and covenants.
OTHER MATERIAL FACTS
For particulars of the Companys operations, please see the
Annual Information Form and the 2012 Annual Report.
CERTIFICATE AND APPROVAL OF
DIRECTORS
The Notice of Meeting and the mailing of same to
Shareholders have been approved by the Board.
Dated: 6 March 2014
By Order of the Board of Directors
Intrepid Mines Limited
Garry Gill
Company Secretary
Level 1 | 490 Upper Edward Street | Spring Hill Qld 4004 | Tel: +61 7 30078000 | Web: www.intrepidmines.com
www.intrepidmines.com
Page 16
Glossary
Term Meaning
ASX Australian Securities Exchange
BSI PT Bumi SuksesIndo
CEO Chief Executive Ofcer
Company Intrepid Mines Limited
Disputes The Criminal Complaints, the South Jakarta Proceedings, Adminstrative Proceeeings
and the Singapore Arbitration Proceedings
Emperor Emperor Mines Pty Limited
IAAUS IndoAust Mining Pty Limited
IABVI IndoAust Mining Limited
IMN PT Indo Multi Niaga
Maya Maya Miranda Ambarsari
McDonald McDonald and Company (Australasia) Pty Ltd
Meeting The Extraordinary General Meeting of Shareholders will be held on Wednesday 9 April
2014 at 2:00 pm (AEST) at Brisbane Marriott Hotel 515 Queen Street Brisbane QLD
MSJ PT Merdeka Serasi Jaya
MSJ Securities Convertible Bond and Option
Record Date 7:00 pm (AEST) for ASX registered holders and 7:00 am (EDT) for TSX registered
holders on 7 April 2014
Reza Andreas Reza Nazaruddin
Settlement Deed The Master Settlement Deed dated 17 February 2014 between Emperor Mines Pty
Limited, Intrepid Mines Limited, Tujuh Bukit Pte Ltd, PT Indo Multi Niaga, Maya
Miranda Ambarsari, Andreas Reza Nazaruddin, Garibaldi Thohir, PT Bumi Suksesindo,
PT Damai Suksesindo, PT Alfa Suksesindo, PT Merdeka Serasi Jaya, PT Trimitra Karya
Jaya. PT Mitra Daya Mustika, Edwin Soeryadjaya, PT Provident Capital Indonesia,
Sakti Wahyu Trenggono, PT Srivijaya Kapital, Paul Michael Willis, Indoaust Mining
Limited, Indoaust Mining Pty Ltd. Provident Capital Partners Pte Ltd subject to
approval under Resolution
Share Transfer The transfer of Maya and Rezas shares in Tujuh Bukit Pte Ltd to Emperor.
Shareholders Shareholders of record of ordinary shares, unless specically stated otherwise
TSX Toronto Stock Exchange
Willis Paul Michael Willis
SRN/HIN: I9999999999
Lodge your vote:
Online:
www.investorvote.com.au
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001 Australia
Alternatively you can fax your form to
(within Australia) 1800 783 447
(outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only
(custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 552 270
(outside Australia) +61 3 9415 4000
Proxy Form

For your vote to be effective it must be received by 2:00pm (AEST) Monday, 7 April 2014
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by
marking one of the boxes opposite each item of business. If you do
not mark a box your proxy may vote as they choose. If you mark
more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your
voting rights by inserting the percentage or number of securities
you wish to vote in the For, Against or Abstain box or boxes. The
sum of the votes cast must not exceed your voting entitlement or
100%.
Appointing a second proxy: You are entitled to appoint up to two
proxies to attend the meeting and vote on a poll. If you appoint two
proxies you must specify the percentage of votes or number of
securities for each proxy, otherwise each proxy may exercise half of
the votes. When appointing a second proxy write both names and
the percentage of votes or number of securities for each in Step 1
overleaf.
Signing Instructions for Postal Forms
Individual: Where the holding is in one name, the securityholder
must sign.
Joint Holding: Where the holding is in more than one name, all of
the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of
Attorney with the registry, please attach a certified photocopy of the
Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also
the Sole Company Secretary, this form must be signed by that
person. If the company (pursuant to section 204A of the Corporations
Act 2001) does not have a Company Secretary, a Sole Director can
also sign alone. Otherwise this form must be signed by a Director
jointly with either another Director or a Company Secretary. Please
sign in the appropriate place to indicate the office held. Delete titles
as applicable.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you will need to
provide the appropriate Certificate of Appointment of Corporate
Representative prior to admission. A form of the certificate may be
obtained from Computershare or online at www.investorcentre.com
under the information tab, "Downloadable Forms".
Comments & Questions: If you have any comments or questions
for the company, please write them on a separate sheet of paper and
return with this form.
GO ONLINE TO VOTE,

or turn over to complete the form

A proxy need not be a securityholder of the Company.
Control Number: 999999
Go to www.investorvote.com.au or scan the QR Code with your mobile device.
Follow the instructions on the secure website to vote.
Vote online
Your access information that you will need to vote:
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Information line:
(within Australia) 1300 481 262
(outside Australia) +61 3 9415 4256
T 000001 000 IAU
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000001/i
*S000001Q01*
*
S
0
0
0
0
0
1
Q
0
1
*

I 9999999999
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with X) should advise
your broker of any changes.
Proxy Form
Please mark to indicate your directions
Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Intrepid Mines Limited hereby appoint
STEP 1
the Chairman
OR
PLEASE NOTE: Leave this box blank if
you have selected the Chairman of the
Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy
to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and
to the extend permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Intrepid Mines Limited to be held at the Marriott
Hotel Brisbane, 515 Queen St, Brisbane QLD 4000 on Wednesday, 9 April 2014 at 2:00pm (AEST) and at any adjournment or postponement of
that meeting.
STEP 2
Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Name
Contact
Daytime
Telephone Date
Your Directors unanimously believe that it is in the best interests of all shareholders for
the disputes to be settled on the terms outlined in this Notice of Meeting.
ORDINARY BUSINESS
of the Meeting
I ND
I A U 1 7 9 4 3 8 A
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
/ /
XX
That approval is given by the shareholders, for the purposes of ASX Listing Rule 11.2 and for all other
purposes, for the Company to enter into and complete the Settlement Documents and Assignment
Documents (as those terms are defined in the Explanatory Statement accompanying and forming part
of the Notice of Meeting), being a disposal of the main undertaking of the Company, for the purposes
and on terms consistent with those set out in the Explanatory Statement.
Item 1