AGRIMIN LIMITED — Proxy Solicitation & Information Statement 2012

Apr 12, 2012

13 April 2012

Dear Shareholder

The Board of Global Resources Corporation Limited ( Company or Global Resources ) has convened a general meeting of Shareholders to be held at the offices of KPMG, Level 16, 71 Eagle Street, Brisbane, Queensland at 10.30AM AEST on 16 May 2012 to consider six resolutions which are largely part of a proposed Capital Raising and form an important part of Global Resources’ strategy for the future.

As announced on 5 April 2012, Global Resources is undertaking a Capital Raising which involves:

• a Placement to raise A$750,000 which will be undertaken in two tranches;

• Tranche 1 utilising the Company’s 15% capacity under Listing Rule 7.1;

• Tranche 2 which is subject to Shareholder approval.

• a non renounceable, fully underwritten 2 for 3 Rights Issue to raise A$1,141,894.

The Company has engaged Blackswan Equities Limited ( Blackswan) to act as lead manager in relation to the Placement, and has also signed an Underwriting Agreement with Blackswan to fully underwrite the Rights Issue.

The Rights Issue is more fully explained in the Prospectus which was issued by the Company on 12 April 2012.

This Capital Raising represents an exciting new phase in the life of Global Resources, as it will allow Global Resources to take the Aktarma gold project through the next stage of drilling, widen its search for more advanced projects, and will be applied to general working capital.

Board Recommendation

Shareholder approval in the form of separate resolutions is required for:

• ratification of the issue of 49,723,108 shares issued as Tranche 1 of the Placement;

• ratification of the prior issue of 7,050,000 employee incentive options;

• approval of the issue of options to Blackswan as part of the Underwriting and Placement Fee;

• approval of the issue of 137,776,892 shares to be issued as Tranche 2 of the Placement;

• approval of a 1 for 20 consolidation of the issued capital of the Company; and

• approval to adopt the Employee Share Plan.

(collectively the Resolutions ).

The Global Resources Directors fully support the Resolutions and unanimously recommend that Shareholders vote in favour of the Resolutions.

Please carefully read the attached Notice of Meeting and Explanatory Memorandum and if you have any questions, seek advice from your financial advisor.

The Global Resources Board is fully supportive of the Capital Raising, is excited about the direction and strategy of the Company, and look forward to meeting you at the General Meeting.

Yours sincerely

==> picture [107 x 76] intentionally omitted <==

Simon Finnis Managing Director Global Resources Corporation Limited

GLOBAL RESOURCES CORPORATION LIMITED

ACN 122 162 396

NOTICE OF GENERAL MEETING

TIME : 10.30am DATE : 16 May 2012 PLACE : KPMG Riparian Plaza Level 16, 71 Eagle Street Brisbane QLD 4000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact Simon Finnis on (+61 0) 7 3844 3999.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	13
Schedule 1 – 3	14
Proxy Form

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.30am on 16 May 2012 at:

KPMG

Riparian Plaza Level 16, 71 Eagle Street Brisbane QLD 4000

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 7.00pm (EST) on 14 May 2012.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance

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with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 49,723,108 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. 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 2 – RATIFICATION OF PRIOR ISSUE – OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 7,050,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. 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. RESOLUTION 3 – PLACEMENT – OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 40,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any 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 and any associates of those persons. 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.

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4. RESOLUTION 4 – PLACEMENT – SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 137,776,892 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any 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 and any associates of those persons. 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.

5. RESOLUTION 5 – CONSOLIDATION OF CAPITAL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of all Resolutions and pursuant to Section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

• (a) every 20 shares be consolidated into one 1 share; and

• (b) every 20 options to acquire shares be consolidated into one 1 option,

and where this consolidation results in a fraction of a share or option being held by a shareholder or optionholder (as the case may be), the Directors be authorised to round that fraction up to the nearest whole share or option, with the consolidation to occur on a date to be announced to the ASX.”

6. RESOLUTION 6 – ADOPTION OF EMPLOYEE SHARE PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Share Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. 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.

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DATED: 12 APRIL 2012

BY ORDER OF THE BOARD

SIMON FINNIS MANAGING DIRECTOR

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARE PLACEMENT

1.1 General

On 4 April 2012, the Company issued 49,723,108 Shares at an issue price of $0.004 per Share to raise $198,892.43.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of Shares to Blackswan:

• (a) 49,723,108 Shares were allotted;

• (b) the issue price was $0.004 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to clients of Blackswan Equities Limited ( Blackswan ). None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue will be used for exploration in Turkey, the review of new projects, the expenses of this share issue to Blackswan and working capital.

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2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – EMPLOYEE OPTIONS

2.1 General

On 17 February 2012, the Company issued 7,050,000 Options to employees of the Company as long term incentive payments ( Employee Options ).

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options ( Employee Options Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1.1 above.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Employee Options Ratification:

• (a) 7,050,000 Options were allotted to various employees of the Company;

• (b) the Employee Options were issued for nil cash consideration to employees of the Company as long term incentive payments;

• (c) the Options were issued on the terms and conditions set out in Schedule 1;

• (d) the Options were allotted and issued to employees of the Company. None of these subscribers are related parties of the Company; and

• (e) no funds were raised from this issue as the Options were issued to employees of the Company as long term incentives payments.

3. RESOLUTION 3 – PLACEMENT –BLACKSWAN OPTIONS

3.1 General

Resolution 3 seeks Shareholder approval for the allotment and issue of up to 40,000,000 Options at an issue price of $0.006 per Option ( Blackswan Options ).

The Company has engaged the services of Blackswan to underwrite the Offer to Shareholders. Pursuant to the terms of the Underwriting Agreement with Blackswan, the Company has agreed to pay Blackswan an underwriting and placement fee of 5% of the amount offered pursuant to the Offer plus the Blackswan Options.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1.1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Blackswan Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Blackswan Options:

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• (a) the maximum number of Blackswan Options to be issued is 40,000,000;

• (b) the Blackswan Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Blackswan Options will be issued for nil consideration in satisfaction of part of the underwriting and placement fee paid to Blackswan;

• (d) the Blackswan Options will be issued to Blackswan or their clients. None of these subscribers are related parties of the Company;

• (e) the Options will be issued on the terms and conditions set out in Schedule 2; and

• (f) no funds will be raised from the issue of the Blackswan Options as the Options are being issued in consideration for the underwriting and placement fee paid to Blackswan.

4. RESOLUTION 4 – PLACEMENT – SHARES

4.1 General

Resolution 4 seeks Shareholder approval for the allotment and issue of up to 137,776,892 Shares at an issue price of $0.004 per Share to raise up to $551,108 ( Placement ).

A summary of the Underwriting Agreement is set out in paragraph 3.1 above.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1.1 above.

The effect of Resolution 4 will be to allow the Directors to issue the Shares pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

• (a) the maximum number of Shares to be issued is 137,776,892;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price will be $0.004 per Share;

• (d) the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

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(f) the Company intends to use the funds raised from the Placement towards exploration in Turkey, the review of new projects, the expenses of the Placement and general working capital.

5. RESOLUTION 5 – CONSOLIDATION OF CAPITAL

5.1 Background

The Directors are seeking Shareholder approval to consolidate the number of Shares and Options on issue on a 1:20 basis ( Consolidation ).

Section 254H of the Corporations Act provides that a company may, by a resolution passed in a general meeting of shareholders, convert all or any of its shares into a larger or smaller number of shares.

If Resolution 5 is passed, the number of Shares and Options on issue will be reduced in accordance with the table below. Further, the exercise price of the Options will be increased by a multiple of 20.

As from the effective date of this Resolution (being the date advised to the ASX), all holding statements for Shares and Options will cease to have any effect, except as evidence of entitlement to a certain number of post-Consolidation Shares and Options. After the Consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders and Optionholders.

The effect the Offer and the Resolutions contained within the Notice will have on the capital structure of the Company is as follows:

		Number
	Shares currently on issue	378,487,393
	Shares ratified pursuant to Resolution 1	49,723,108
	Shares issued pursuant to the Offer	285,473,667
	Shares issued pursuant to Resolution 4	137,776,892
	Sub –total	851,461,060
	Consolidation on 1:20 basis
	Total Shares on issue after completion of the Offer	42,573,0531

1. Subject to any rounding adjustments from the Consolidation.

Options – Pre Consolidation

	Number
Blackswan Options (exercisable at $0.006 on or before 3 years from allotment)	40,000,000
Quoted Options (exercisable at $0.03 on or before 22 August 2013)	37,329,543
Unquoted Options (exercisable at $0.10 on or before 19 March 2015)	500,000
Unquoted Options (exercisable at $0.125 on or before 19 March 2015)	500,000

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	Unquoted Options (exercisable at $0.15 on or before 19 March 2015)		500,000
	Unquoted Options (exercisable at $0.40 on or before 9 October 2012)		120,000
	Unquoted Options (exercisable at $0.50 on or before 9 October 2012)		90,000
	Unquoted Options (exercisable at $0.60 on or before 9 October 2012)		90,000
	Unquoted Options (exercisable at $0.285 on or before 9 October 2012)		500,000
	Unquoted Options (exercisable at $0.40 on or before 9 October 2012)		400,000
	Unquoted Options (exercisable at $0.50 on or before 9 October 2012)		300,000
	Unquoted Options (exercisable at $0.60 on or before 9 October 2012)		300,000
	Unquoted Options (exercisable at $0.02 on or before 17 February 2017)		2,350,000
	Unquoted Options (exercisable at $0.03 on or before 17 February 2017)		2,350,000
	Unquoted Options (exercisable at $0.04 on or before 17 February 2017)		2,350,000
	Unquoted options (exercisable at $0.01 on or before 19 October 2014)		20,000,000
	Total Options currently on issue		107,679,543

Options – Post Consolidation

	Number
Blackswan Options (exercisable at $0.12 on or before 3 years from allotment)	2,000,000
Quoted Options (exercisable at $0.60 on or before 22 August 2013)	1,866,478
Unquoted Options (exercisable at $1.976 on or before 19 March 2015)1	25,000
Unquoted Options (exercisable at $2.476 on or before 19 March 2015)1	25,000
Unquoted Options (exercisable at $2.976 on or before 19 March 2015)1	25,000
Unquoted Options (exercisable at $7.976 on or before 9 October 2012)1	6,000
Unquoted Options (exercisable at $9.976 on or before 9 October 2012)1	4,500
Unquoted Options (exercisable at $11.976 on or before 9 October 2012)1	4,500

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	Unquoted Options (exercisable at $5.676 on or before 9 October 2012)1		25,000
	Unquoted Options (exercisable at $7.976 on or before 9 October 2012)1		20,000
	Unquoted Options (exercisable at $9.976 on or before 9 October 2012)1		15,000
	Unquoted Options (exercisable at $11.976 on or before 9 October 2012)1		15,000
	Unquoted Options (exercisable at $0.376 on or before 17 February 2017)1		117,500
	Unquoted Options (exercisable at $0.576 on or before 17 February 2017)1		117,500
	Unquoted Options (exercisable at $0.776 on or before 17 February 2017)1		117,500
	Unquoted options (exercisable at $0.20 on or before 19 October 2014)		1,000,000
	Total Options on issue post Consolidation		5,383,978

1. As a result of the Offer, the terms of these Options require an adjustment in the exercise price, should they not be exercised prior to the record date under the Offer.

5.2 Fractional entitlements and taxation

Not all Shareholders and Optionholders will hold that number of shares and Options which can be evenly divided by 20. Where a fractional entitlement occurs, the Directors will round that fraction up to the nearest whole Share or Option.

It is not considered that any taxation consequences will exist for Shareholders or Option holders arising from the Consolidation. However, Shareholders and Option holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor the Directors (or the Company’s advisers) accept any responsibility for the individual taxation consequences arising from the Consolidation.

5.3

Timetable for the Consolidation

The indicative timetable for the Consolidation is set out below:

Event	Date
Lodgement of Prospectus with ASIC	12 April 2012
Dispatch of Notice of Meeting to approve Transaction	13 April 2012
Opening of Offer under Prospectus	30 April 2012
General Meeting of Shareholders and notification to ASX of results of Annual General Meeting	16 May 2012

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Last day for trading in pre-reorganised Shares	25 May 2012
Trading in the reorganised Shares on a deferred settlement basis starts	28 May 2012
Last day to register transfers on a pre- reorganisation basis	1 June 2012
First day for Company to send notice to Shareholders of change of holdings as a result of reorganisation and to register securities on a post- reorganisation basis and for issue of holding statements	4 June 2012
Last day for securities to be entered into the holders’ security holdings and for Company to send notice to each security holder*	8 June 2012
Despatch of holdings statements following Consolidation	8 June 2012

6. RESOLUTION 6 – APPROVAL OF EMPLOYEE SHARE PLAN

Resolution 6 seeks Shareholders approval for the adoption of the employee incentive scheme titled Employee Option Plan ( Plan ) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

If Resolution 6 is passed, the Company will be able to issue Shares under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

Shareholders should note that 7,050,000 Options have previously been issued under the Plan.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Directors that the adoption of the Plan and the future issue of Shares under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Any future issues of Shares under the Plan to a related party or a person whose relation with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

A summary of the key terms and conditions of the Plan is set out in Schedule 3. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan is available on the Company’s website at www.grcl.com.au. Shareholders are invited to contact the Company if they have any queries or concerns.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Company means Global Resources Corporation Limited (ACN 122 162 396).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

EST means Eastern Standard Time as observed in Brisbane, Queensland.

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

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

Offer means the offer of 2 Shares for every 3 Shares held as set out in the Entitlement Issue Prospectus issued by the Company and dated on or around 12 April 2012.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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

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

Shareholder means a holder of a Share.

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SCHEDULE 1 – TERMS OF EMPLOYEE OPTIONS

The Employee Options that have been issued, were issued in the following tranches on the following material terms:

• (a) 2,350,000 Option with an exercise price of $0.02 and an expiry date of 17 February 2017;

• (b) 2,350,000 Option with an exercise price of $0.03 and an expiry date of 17 February 2017; and

• (c) 2,350,000 Option with an exercise price of $0.04 and an expiry date of 17 February 2017.

These options were issued under the terms of the Global Resources Corporation Limited Employee Share Option Plan, a summary of which is contained in Schedule 3 and the full plan is available for review on the Company website.

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SCHEDULE 2 – TERMS OF BLACKSWAN OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) Each Option will expire at 5.00pm (WST) 3 years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.006 ( Exercise Price ).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) The Options are not transferable except with the prior written consent of the board of directors of the Company.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the Options on ASX. However the Company will apply for quotation of all Shares allotted pursuant to the exercise of these options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (m) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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SCHEDULE 3 – KEY TERMS OF EMPLOYEE OPTION PLAN

The material terms and conditions of the Plan are as follows:

• (a) Eligibility and Grant of Options : The Board may grant options under the Plan ( Plan Options ) to any full or part time employee or Director of the Company or an associated body corporate. Plan Options may be granted by the Board at any time.

• (b) Consideration : Each Plan Option issued under the Plan will be issued for nil cash consideration.

• (c) Conversion: Each Plan Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.

• (d) Exercise Price and Expiry Date : The exercise price and expiry date for Plan Options granted under the Plan will be determined by the Board prior to the grant of the Plan Options.

• (e) Exercise Restrictions : The Plan Options granted under the Plan may be subject to conditions on exercise as may be fixed by the Directors prior to grant of the Plan Options. Any restrictions imposed by the Directors must be set out in the offer for the Plan Options.

• (f) Lapsing and Forfeiture of Plan Options : Subject to the terms of the Offer made to an eligible participant under the Plan, an unexercised Plan Option will lapse:

• (i) on the Last Exercise Date;

• (ii) if any Relevant Requirements are unable to be met;

• (iii) on the eligible participant ceasing to be an employee or director of, or to render services to the Company or associated company for any reason whatsoever within 12 months of the grant of the Plan Options unless certain requirements are met; and

• (iv) after an Option is no longer at risk of forfeiture by virtue of (iii), the expiration of 30 days after the termination or cessation of the eligible participant’s employment with the Company or associated company.

• (g) Share Restriction Period : Shares issued on the exercise of Plan Options may be subject to a restriction that they may not be transferred or otherwise dealt with until a specified period has expired, as specified in the offer for the Plan Options.

• (h) Disposal of Plan Options: Plan Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.

• (i) Trigger Events : The Company may permit Plan Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or other change in circumstances as set out in the Option Plan.

• (j) Participation in Rights Issues and Bonus Issues:

• (i) There are no participating rights or entitlements inherent in the Plan Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Plan Options unless they have become entitled to exercise their Plan Options under

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the Option Plan and do so during the period of 10 business days prior to the record date.

• (ii) If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Plan Option Exercise Price shall be reduced according to the formula specified in the Option Plan.

• (iii) If the Company makes a bonus issue of Shares pro-rata to existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been allotted in respect of an Option before the books closing date for determining entitlements to the bonus issue, then the number of Shares over which the Option is exercisable shall be increased by the number of Shares which the Participant would have received if the Participant had exercised the Option prior to the books closing date.

• (iv) In the event of a bonus issue of Shares being made pro-rata to Shareholders, (other than an issue in lieu of dividends), the number of Shares issued on exercise of each Plan Option will include the number of bonus Shares that would have been issued if the Plan Option had been exercised prior to the record date for the bonus issue. No adjustment will be made to the exercise price per Share of the Plan Option.

• (k) Reorganisation : The terms upon which Plan Options will be granted will not prevent the Plan Options being re-organised as required by the Listing Rules on the re-organisation of the capital of the Company.

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Global Resources Corporation Limited ACN 122 162 396

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FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10:30 am MONDAY 14 May 2012

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. 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 security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two 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 telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10:30am on Wednesday, 16 May 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Global Resources Corporation Limited PO Box 3025

South Brisbane BC QLD 4101

BY FAX - + 61 7 3844 4088

IN PERSO N- Global Resources Corporation Limited 13 Manning Street South Brisbane QLD 4101

You can tell your Proxy how to vote

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

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

GLOBAL RESOURCES CORPORATION LIMITED

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STEP 1 - Appointment of Proxy

I/We being a member/s of Global Resources Corporation Limited and entitled to attend and vote hereby appoint

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

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

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 at the General Meeting of Global Resources Corporation Limited to be held at the offices of KPMG, Riparian Plaza, Level 16, 71 Eagle Street, Brisbane QLD 4000 on Wednesday the 16th of May 2012 at 10:30am and at any adjournment of that meeting, to act 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.

STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions

STEP 2 - Voting	directions to your Proxy – pleas	e mark�to indicate your direction	s
Ordinary Business			For	Against Abstain*
Resolution 1	Ratification of Prior Issue – Shares
Resolution 2	Ratification of Prior Issue – Options
Resolution 3	Placement – Options
Resolution 4	Placement – Shares
Resolution 5	Consolidation of Capital
Resolution 6	Adoption of Employee Share Plan

In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

*If you mark the Abstain box for a particular item, 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.

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STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2yholder 2holder 2 Securityholder 3yholder 3holder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. ………………………………….. Date / / 2012 / 2012
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Securityholder 2yholder 2holder 2 Securityholder 3yholder 3holder 3
Director Director/Company Secretary
Contact Daytime Telephone ………………………………….. Date / / 2012 / 2012
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