AZR Aztec Res.

RNS Number:2050L
Aztec Resources Limited
30 October 2006

Aztec Resources Limited ("Aztec" or "the Company")

30 October 2006

Notice of Meeting and Release of 2006 Annual Report

The Annual General Meeting of Aztec is to be held at 10am WST on Wednesday 29
November 2006 in Perth, Australia. The notice of Annual General Meeting together
with the Company's 2006 Annual Report has been mailed to shareholders today.

The Agenda for the Annual General Meeting is set out below.

A copy of the full notice and 2006 Annual Report are available on the Company's
website: www.aztecresources.com.au

For further information please contact:

Aztec Shareholder Information Line

Australian Callers: 1800 602 244

International Callers: +61 8 6218 4220


Notice is given that the Annual General Meeting of shareholders of Aztec
Resources Limited ("Company") will be held at 10:00 am (WST) on Wednesday 29
November 2006 at the QV1 Building - Theatrette, Level 2, 250 St George's
Terrace, Perth, Western Australia.

Terms used in this Notice and Explanatory Memorandum are defined in the glossary
to this document.

The Explanatory Memorandum which accompanies and forms part of this Notice
describes the matters to be considered at the Annual General Meeting.

                                     AGENDA

Business

Item 1 - Annual Report

To receive and consider the financial report, the directors' report (including
the remuneration report) and the auditor's report in respect of the financial
year ended 30 June 2006.

Ordinary Resolutions

Item 2: Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:

"That for the purpose of section 250R of the Corporations Act and for all other
purposes, the remuneration report for the financial year ended 30 June 2006 be
adopted."

Item 3: Resolution 2 - Re-election of Dr Ian Burston as a Director of the
Company

To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:

"That Dr Ian Burston, who retires by rotation in accordance with Article 17.1 of
the Constitution and, being eligible, offers himself for re-election, be
re-elected as a Director of the Company."

Item 4: Resolution 3 - Approval for Past Issues of Shares

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

"That for the purpose of Listing Rule 7.4 and for all other purposes,
shareholders ratify the past issue of a total of 125,306,603 fully paid ordinary
Shares in the Company on the terms and to the persons set out in the Explanatory
Memorandum accompanying the Notice of Meeting."

   * Voting Exclusion Statement

   * Under Rule 7.5.6 of the Listing Rules of Australian Stock Exchange
    Limited, the Company will disregard any votes cast on resolution 3 by a
    person who participated in a past issue and an associate of a person who
    participated in a past issue. However, the Company need not disregard a vote
    if:

   * it is cast by a person as proxy for a person who is entitled to vote, in
    accordance with the directions on the proxy form; or

   * it is cast by the person chairing the Meeting as proxy for a person who
    is entitled to vote, in accordance with a direction on the proxy form to
    vote as the proxy decides.


Special Resolution

Item 5: Resolution 4 - Adoption of new Company Constitution

To consider and, if thought fit, pass the following resolution as a special
resolution:

"That for the purpose of section 136 of the Corporations Act and for all other
purposes, the Constitution be replaced by the constitution contained in the
document tabled at the AGM and signed by the Chairman for the purposes of
identification."




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

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