88 Energy Limited — Proxy Solicitation & Information Statement 2010

Nov 25, 2010

==> picture [251 x 55] intentionally omitted <==

ABN 80 072 964 179

NOTICE OF GENERAL MEETING PROXY FORM

EXPLANATORY MEMORANDUM

Date of Meeting Friday, 24 December 2010

Time of Meeting 10.00am Place of Meeting GDA Corporate Suite 2, Mezzanine Level 35 Havelock Street West Perth WA 6005

IMPORTANT NOTICES

What You Should Do

STEP ONE

Read the Meeting Documentation

This is an important document. You should read all of the Meeting Document before deciding whether or not to approve any of the Resolutions. If you do not understand any of it, or are not sure what to do, please consult your legal or financial adviser immediately.

STEP TWO

Vote

If you are unable to attend the meeting in person, you should complete the Proxy Form and ensure that it (and any power of attorney under which it is signed) is received by Tangiers Registered Office at an address given below not later than 10.00am (WST) on Wednesday, 22 December 2010. Proxy Forms received after that time will be invalid.

By mail: PO Box 389, West Perth WA 6872

By hand: Suite 2, Level M, 35-37 Havelock Street, West Perth WA 6005 By fax: +61 8 9322 7211

For details on how to complete the Proxy Form, please refer to the instructions on the Proxy Form.

The Board recommends that you vote ‘FOR’ each of the Resolutions by completing the enclosed Proxy Form.

QUESTIONS

If you have any questions about any matter contained in this document, please contact Krystel Wathelet on +61 8 9322 2700.

KEY DATES

Deadline for lodgement of Proxy Forms	Wednesday 22 December 2010 at 10.00am (WST)
Date and time for determining eligibility to vote	Wednesday 22 December 2010 at 10.00am (WST)
Date of General Meeting	Friday 24 December 2010 at 10.00am (WST)

1

TANGIERS PETROLEUM LIMITED ABN 80 072 964 179

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Members of Tangiers Petroleum Limited ABN 80 072 964 179 (“Tangiers/the Company”) will be held at GDA Corporate, Suite 2, Mezzanine Level, 35 Havelock Street, West Perth WA 6005 on Friday 24 December 2010 at 10.00am (WST).

AGENDA

ORDINARY BUSINESS

Resolution 1 – Ratification of Previous Securities Issue

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

“That, for all purposes, Shareholders approve and ratify the allotment and issue of 10,685,500 shares to the parties, for the purposes and on the terms set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes from a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. However the Company need not disregard any 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.

Resolution 2 – Approval for the Issue of Options to Mr Mark Ceglinski

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

“That the issue of 2,000,000 Options to Mark Ceglinski or his nominee, and the issue of Shares following exercise of such Options to Mark Ceglinski be approved for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, on the terms set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mark Ceglinski and any of his associates. 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 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.

Resolution 3 – Approval for the Issue of Options to Mr Brent Villemarette

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

“That the issue of 2,000,000 Options to Brent Villemarette or his nominee, and the issue of Shares following exercise of such Options to Brent Villemarette be approved for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, on the terms set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Brent Villemarette and any of his associates. 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 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.

2

Resolution 4 – Approval for the Issue of Options to Mr Ivan Burgess

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

“That the issue of 1,000,000 Options to Ivan Burgess or his nominee, and the issue of Shares following exercise of such Options to Ivan Burgess be approved for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, on the terms set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Ivan Burgess and any of his associates. 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 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.

3

ENTITLEMENT TO VOTE

1. Snapshot Date

It has been determined that under regulation 7.11.37 of the Corporations Regulations, for the purposes of the General Meeting, Shares will be taken to be held by the persons who are the registered holders at 10.00am (WST) on Wednesday, 22 December 2010. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

PROXY

A Member entitled to attend and to vote at the General Meeting is entitled to appoint a proxy to attend and to vote instead of the Member. The proxy need not be a Member and can be an individual or a body corporate.

If a Member appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the General Meeting, in

• accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its corporate representative prior to

• commencement of the General Meeting.

If such evidence is not received before the General Meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

Members are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Member’s voting rights.

A proxy must be signed by the Member or his/her attorney duly authorised in writing or, if the Member is a corporation, under its common seal or under the hand of an authorised officer or attorney. The Proxy Form and the power of attorney or other authority (if any) under which the Proxy Form is signed, or a copy or facsimile which appears on its face to be an authentic copy of that proxy, power or authority, must be returned to Tangier’s Registered Office at an address given below by no later than 10.00am (WST) on Wednesday, 22 December 2010:

By mail: PO Box 389, West Perth WA 6872

By hand: Suite 2, Level M, 35-37 Havelock Street, West Perth WA 6005 By fax: +61 8 9322 7211

A Proxy Form accompanies this Notice of General Meeting. If the Shares are registered in the name of more than one person, all such Members must sign the Proxy Form.

To be valid, a Proxy Form and the Power of Attorney under which it is signed or proof thereof must be to the satisfaction of the Directors.

BY ORDER OF THE BOARD

Dated 17 November 2010

==> picture [112 x 56] intentionally omitted <==

Krystel Wathelet Joint Company Secretary

4

TANGIERS PETROLEUM LIMITED ABN 80 072 964 179

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is for the information of Members in connection with Resolutions to be considered at the General Meeting of the Company to be held on Friday, 24 December 2010 at 10.00am (WST). If Members are in doubt as to how they should vote, they should seek advice from their professional advisors before voting.

Ordinary Business

Resolution 1 – Ratification of Previous Securities Issue

In the previous 12 months, the Company has issued equity securities to the parties detailed below. These shares rank pari passu with existing shares on issue.

Listing Rule 7.1 provides that a Company must not, without prior approval of Shareholders, issue securities if the securities will in themselves or when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

As stated under Listing Rule 7.1, the allottees or nominees of the allottees are not related parties of the Company.

Listing Rule 7.4 states that an issue by a Company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company’s members subsequently approve it.

Under this resolution, the Company seeks from Shareholders approval for, and ratification of, the issues of securities set out below so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities in the next 12 months.

Details of the shares issued are set out in the table below. They comprise 15% of the Company’s share capital.

Allottee/s	Issue Price	Number of Shares Issued
Sophisticated Investors	16 cents	10,685,500

The Company intends to use all funds raised by the issue of new ordinary shares for the evaluation, acquisition and exploration of existing and additional projects and general working capital requirements.

The Board believes that the ratification of this issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 1 as it allows the Company to ratify the above issue of Shares.

– Resolutions 2, 3 and 4 Approval for the Issue of Options to Directors

1.1 General Background

Shareholders are being asked to approve Resolutions 2, 3 and 4 in connection with the issue of Options to Mr Mark Ceglinski, Mr Brent Villemarette and Mr Ivan Burgess (“The Directors”) or their nominees, as Directors of the Company. A total of 5,000,000 Options to subscribe for shares at $0.16 each on or before 31 October 2013 will be issued.

The shares will be voluntarily escrowed for 12 months from the date of issue.

It is intended that through the issue of the Options the Directors interests will be directly aligned with the success of the company and that they would be accordingly appropriately incentivated for increasing the company value.

The exercise price of the option was determined after consideration of the following:

• At the time of the nomination of the Directors to the Board (on the 10th September 2010) the share price traded at 7.5c-8.0c.

• The closing price at the time the Directors were ultimately appointed to the board was 16.0c

As this is a related party transaction for the purposes of the Corporations Act, Resolutons 2, 3 and 4 are required to be passed before the issues can proceed.

5

1.2 Approval of the Issue of Securities

The Resolutions seek shareholder approval in order to comply with the requirements of ASX Listing Rule 10.13 and section 208 of the Corporations Act. If approval is given by shareholders under Listing Rule 10.13 (as an exception to Listing Rule 10.11), separate shareholder approval is not required under Listing Rule 7.1.

Each of these requirements is addressed below.

1.3 ASX Listing Rule 10.11

Under Resolutions 2, 3 and 4, the Company seeks approval from Shareholders for the issue of a total of 5,000,000 Options to The Directors who by virtue of their position are therefore regarded as related parties of the Company.

Listing Rule 10.11 provides that a company must not issue equity securities (including options to acquire shares) to a Director of the company unless the issue has been approved by shareholders by ordinary resolution.

The Options will be granted for nil consideration, exercisable at $0.16 each on or before 31 October 2013. A total of 5,000,000 Options may be issued if Resolutions 2, 3 and 4 are approved. The Options will provide incentives to The Directors to enhance the future value of the Shares of the Company, for the benefit of all Shareholders. The Company will issue the Options under Resolutions 2, 3 and 4 within one month after Shareholder approval.

The Company will raise a total of $800,000 if all the Options are exercised and Shares are subscribed for during the exercise period. These funds will be used to fund the evaluation, acquisition and exploration of existing and additional projects and general working capital requirements. There is no guarantee that the Options will be exercised at any time.

The Company intends to issue the Options, the subject of these Resolutions, as soon as practicable following the General Meeting, and in any event, no later than 1 month after the General Meeting.

The Options will be issued on the terms and conditions set out in Annexure A to this Explanatory Statement. The Company will not apply to ASX for Official Quotation of the Options.

1.4 Section 208 Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. The issue of the Director Options contemplated by Resolutions 2, 3 and 4 constitutes the provision of a financial benefit to related parties. Section 229 of the Corporations Act includes as an example of a financial benefit, the issuing of securities or the granting of an option to a related party.

A “related party” is widely defined under the Corporations Act, and includes Directors of the Company. Mr Mark Ceglinski, Mr Brent Villemarette and Mr Ivan Burgess are related parties of the Company for the purposes of section 229 of the Corporations Act.

A “financial benefit” is construed widely and in determining whether a financial benefit is being given, section 229 of the Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit.

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

1. the giving of the financial benefit falls within one of the exceptions to the provision; or

2. prior shareholder approval is obtained to the giving of the financial benefit.

1.5 Information Requirements

For the purposes of Chapter 2E, Mr Mark Ceglinski, Mr Brent Villemarette and Mr Ivan Burgess are related parties of the Company.

For the purposes of section 219 of the Corporations Act the following information is provided to shareholders to enable them to assess the merits of the resolution.

1.6 The Related Parties to Whom the Proposed Resolutions Would Permit the Benefit to be Given

Mark Ceglinski, Brent Villemarette and Ivan Burgess (“Related Parties”).

6

1.7 The Nature of the Financial Benefit

The proposed financial benefit to be given is the issue of a total of 5,000,000 Options to the Related Parties as specified in the table below. Options will be issued on the terms set out in Annexure A to this Explanatory Statement.

The Company currently has on issue 81,928,594 Shares. On the assumption that all of the existing Options (unless otherwise specified) are not exercised, the Relevant Interests of the Related Parties are set out in the table below. Using the same assumption and further assuming:

• (a) the Related Party exercises his existing Options;

• (b) the Related Party exercises the Options to be issued under Resolutions 2, 3 and 4; and (c) no more Shares or Options are issued exercised by the Company,

(“Assumptions”), the Relevant Interests of the Related Party in Shares before and after the transactions described in this Notice of Meeting is set out in the Relevant Interests Table below:

RELEVANT PARTY WITH RELEVANT INTERESTS	NUMBER OF SHARES HELD AS AT THE DATE OF NOTICE OF MEETING	SHARES HELD AS AT THE DATE OF NOTICE OF MEETING %	NUMBER OF OPTIONS HELD AS AT THE DATE OF NOTICE OF MEETING	OPTIONS HELD AS AT THE DATE OF NOTICE OF MEETING %	NUMBER OF OPTIONS TO BE ISSUED	OPTIONS TO BE ISSUED %	NUMBER OF SHARES ON ISSUE (BASED ON ASSUMPTIONS)	SHARES ON ISSUE (BASED ON ASSUMPTIONS) %
MARK CEGLINSKI	-	-	-	-	2,000,000	100	2,000,000	2.30
BRENT VILLEMARETTE	-	-	-	-	2,000,000	100	2,000,000	2.30
IVAN BURGESS	596,752	0.84	-	-	1,000,000	100	1,596,752	1.83

If the Options to be issued under Resolutions 2, 3 and 4 are exercised (but assuming that existing Options held by the Related Party is not exercised), the Company’s issued share capital will increase by 5,000,000 Shares representing 6.10% of the issued share capital of the Company on a fully diluted basis, diluting the shareholders by a corresponding amount.

1.8 Directors’ Recommendations

Mr Mark Ceglinski, Mr Brent Villemarette and Mr Ivan Burgess decline to make a recommendation to Shareholders in relation to Resolutions 2, 3 and 4 because they have a material personal interest in the outcome of Resolutions 2, 3 and 4.

1.9 Other Information that is Reasonably Required by Members to Make a Decision and that is Known to the Company or any of its Directors

It is a requirement of ASIC that a dollar value be placed on the Options to be issued to the Related Party.

The Black-Scholes option price calculation method is regarded as acceptable by ASIC as a valuation model where the Placement Options cannot be readily valued by some other means.

In determining the dollar value for the Options, the Company is required to disclose the following assumptions made:

• a) the Options are to be exercisable at 16 cents each;

• b) the Options are to be exercised on or before 31 October 2013;

• c) price volatility of the Shares is approximately 100%; d) no discount has been allowed notwithstanding their unlisted status;

• e) the Share price at the date of preparing this Notice of meeting is 17 cents per Share; and

• f) the average current risk free interest rate is 4.75%.

7

On this basis, the implied “value” being received by each Related Party is 11.03 cents per Option. The implied “value” being received by the Related Parties for the Options are as follows:

Related Party	Value
Mark Ceglinski	$220,600
Brent Villemarette	$220,600
Ivan Burgess	$110,300

If the Options, the subject of resolutions 2, 3 and 4, are all exercised, the Company will receive $800,000.

The Related Parties who are Directors, make the following additional disclosure.

The relevant Director’s fee per annum and the total financial benefit to be received by them to 30 June 2011, when added to the implied “value” to be received by the director as a result of the issue of Options the subject of resolutions 2, 3 and 4 are as follows:

Director	Description	($) p.a.	Value of Options to be Issued ($)	Total Financial Benefit ($)
Mark Ceglinski	Chairman’s fee	80,000	220,600	300,600
Brent Villemarette	Director’s fee	40,000	220,600	260,600
Ivan Burgess	Director’s fee	40,000	110,300	150,300

1.10 Trading History

Over the last 12 months the Shares have traded between 3.88 cents per Share (lowest) and 20.0 cents per Share (highest). The latest trading price available at the time of preparing this Notice of Meeting was 17 cents per Share.

There is a potential benefit that accrues to The Directors if the market trading price of the Shares issued following the exercise of the Options exceeds the exercise price. This benefit would accrue on the sale of the Shares for an amount in excess of the exercise price.

8

Definitions

General Meeting means the General Meeting of Company to be held on Friday, 24 December 2010 at 10.00am (WST) at GDA Corporate, Suite 2, Mezzanine Level, 35 Havelock Street, West Perth WA 6005 to consider and, if thought fit, pass the Resolutions;

ASX means ASX Limited;

ASX Listing Rules means the listing rules of ASX Limited;

ASX Settlement Operating Rules means the operating rules of ASX Settlement Pty Ltd and, to the extent that they are applicable, the operating rule of ASX and the operating rules of ASX Clear Pty Limited;

Board means the board of Directors;

Tangiers or the Company means Tangiers Petroleum Limited ABN 80 072 964 179.

Corporations Act means the Corporations Act 2001 (Cth);

Constitution means the constitution of the Company;

Director means a director of the Company;

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of General Meeting contained in this Meeting Documentation;

Meeting Documentation means this document comprising of the Notice of General Meeting, Explanatory Memorandum and the Proxy Form;

Member means a holder of a Share;

Notice of General Meeting means the notice of meeting which is enclosed in the Meeting Documentation;

Proxy Form means the proxy form for the General Meeting contained in this Meeting Documentation;

Resolution means a resolution set out in the Notice of General Meeting; and

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

9

Annexure A

TERMS AND CONDITIONS OF OPTIONS

• (a) Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the capital of the company.

• (b) The Options are exercisable at 16 cents each.

• (c) The Options will expire on 31 October 2013 (the “Expiry Date”).

• (d) Subject to condition (g), the Options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price.

• (e) The Options are transferable.

• (f) All shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then existing ordinary fully paid shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of the Options.

• (g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of Options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

• (h) If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the options.

• (i) There is no right to a change in the exercise price of the Options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.

• (l) In the event of any reorganisation of the issued capital of the company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

10

TANGIERS PETROLEUM LIMITED ABN 80 072 964 179

Proxy Form

Shareholder Details

Name:………………………………………………………………………………………………………………………………………….

Address:………………………………………………………………………………………………………………………………….……

Contact Telephone

No:………………………………………………………………………………………………………………………….………..………...

Contact Name (if different from above):

………………………………………….………………………………………………………………………………................................

Appointment of Proxy

I/We being a shareholder/s of …………………….............................................……… shares issued by Tangiers Petroleum Limited and entitled to attend and vote hereby appoint

The Chairman of the meeting OR (mark with an ‘X’)

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and 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, as the proxy sees fit) at the General Meeting of the Company to be held on Friday, 24 December 2010 at 10.00am (WST) at GDA Corporate, Suite 2, Mezzanine Level, 35 Havelock Street, West Perth WA 6005 and at any adjournment of that meeting.

IMPORTANT

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote, please place a mark in this box with an ‘X’. By marking this box  you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called. The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

Voting directions to your proxy – please mark to indicate your directions

Special Business

For Against Abstain

Resolution 1 – Ratification of Previous Securities Issue Resolution 2 – Issue of Options to Mr Mark Ceglinski Resolution 3 – Issue of Options to Mr Brent Villemarette Resolution 4 – Issue of Options to Mr Ivan Burgess

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second proxy (see instructions overleaf)

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

%

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

11

How to complete this Proxy Form

Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by photocopying this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting (i.e. no later than 10.00am (WST) on 22 December 2010). Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at PO Box 389, West Perth WA 6872 or Suite 2, Level M, 35-27 Havelock St, West Perth WA 6005.

Or

Faxed to the Company on (08) 9322 7211

12