ALICE QUEEN LIMITED — Proxy Solicitation & Information Statement 2012

Aug 20, 2012

NOTICE OF GENERAL MEETING

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Notice is given that a General Meeting of shareholders of Callabonna Uranium Limited (the “Company”) will be held at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne, at 10.00am EST on Monday 24 September 2012.

Resolution 1: Approval of previous issue of securities

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders of the Company approve and ratify the previous issue of 4,782,350 fully paid ordinary shares and 4,782,350 options in the capital of the Company on the basis set out in the Explanatory Notes."

Resolution 2: Approval of proposed issue of securities

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

"That for the purposes of ASX Listing Rule 7.1 and for all other purposes, the shareholders of the Company approve the proposed issue of 17,136,777 fully paid ordinary shares and 17,136,777 free-attaching unlisted options in the capital of the Company on the basis set out in the Explanatory Notes."

Resolution 3: Approval of proposed issue of securities to Directors

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

"That, subject to the passing of Resolution 2, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for certain Directors (or their respective nominees) to participate in the proposed share issue referred to in Resolution 2 in respect of 5,500,000 fully paid ordinary shares and 5,500,000 options in the capital of the Company on the basis set out in the Explanatory Notes."

Resolution 4: Change of Name

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

"That the Company change its name to Callabonna Resources Limited."

Resolution 5: Re-election of Jeffrey Williams as a director

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr Jeffrey Williams, a Director who was appointed on 16 March 2012, retires, and being eligible, is re-elected as a Director.”

Dated: 20 August 2012

By order of the Board

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Ian Hobson Company Secretary

Voting Exclusions

The Company will disregard any votes cast on the resolution by or on behalf of any person specified below in relation to that resolution and an associate of any such person when determining the result of the resolution except where the vote 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 Chairman as a 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 1: Any person who participated in the issue of shares, and associates of those persons.

Resolution 2: Any person who may participate in the proposed issue, and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if the relevant resolution is passed, and associates of those persons.

Resolution 3: The Directors named in the Explanatory Notes who are to receive securities in relation to the Company, and associates of those Directors.

Resolution 4 & 5: Nil.

PROXY AND VOTING INSTRUCTIONS

A shareholder entitled to attend and vote at the meeting may appoint one or two proxies to attend and vote on their behalf. Each proxy will have the right to vote on a poll and also to speak at the meeting.

A proxy need not be a member of the Company and a proxy can be either an individual or a body corporate.

The appointment of a proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half the votes).

If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from voting on that resolution as they think fit.

If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf.

If a proxy form is returned but the nominated proxy does not attend the meeting, or does not vote on the resolution, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions.

Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the resolutions proposed in this Notice of General Meeting.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be returned to the Company Secretary at PO Box 226 Subiaco WA 6904, hand delivered to Suite 5, 95 Hay Street, Subiaco WA 6008 or faxed on +61-8 9388 8256 not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

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The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act 2001. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

A proxy form accompanies this Notice of General Meeting.

Corporate Representatives

Any corporation that is a shareholder of the Company may authorise (by a form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chairman) a natural person to act as its representative at any general meeting.

Voting Entitlement

The Company has determined that for the purposes of the meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00 pm on 22 September 2012. Accordingly, transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

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Explanatory Notes

Resolution 1: Approval of previous issue of securities

The ASX Listing Rules restrict the number of securities which a listed company may issue in any 12 month period without the approval of shareholders to 15% of the number of securities on issue at the start of the period subject to certain adjustments and permitted exceptions. This resolution seeks shareholder approval to the previous issue of securities in the Company for the purposes of Listing Rule 7.4. The purpose of seeking shareholder approval of the issue of securities in this resolution is to ensure that the previous issue does not reduce the Company's placement capacity under the Listing Rules.

The shares issued requiring approval by this resolution rank equally with all shares currently on issue.

As announced to ASX on 13 August 2012, the Company raised $95,647 from a fully paid ordinary share issue of 4,782,350 shares at 2 cents each and 4,782,350 free-attaching unlisted options.

The investors were existing shareholders and new sophisticated investors in Australia.

The options are free-attaching, unlisted options that expire on 30 June 2017, are exercisable at 3 cents each and otherwise on terms which have been approved by ASX as being consistent with ASX Listing Rule requirements.

The new funds raised will be used to continue expenditure on its existing tenements and for working capital purposes.

The directors of the Company unanimously recommend that shareholders vote in favour of this Resolution.

Resolution 2: Approval of proposed issue of securities

As announced to ASX on 20 August 2012 the Company proposes raising a further $342,735 from a fully paid ordinary share issue of 17,136,777 shares at 2 cents each and 17,136,777 free-attaching, unlisted options.

This resolution seeks shareholder approval of the proposed issue of securities in the Company for the purposes of Listing Rule 7.1.

The purpose of seeking shareholder approval of the issue of securities in this resolution is to ensure that the proposed issue does not reduce the Company's future placement capacity.

Other than the proposed issue of securities to the Directors (as set out below), the allottees were determined through the same process as referred to in the explanatory notes to Resolution 1 above, and the purpose of the issue is the same referred to above. The securities will be issued no later than 3 months after the meeting however, the company expects to issue the securities no later than 1 month from the date of the meeting.

The shares to be issued will rank equally with all shares currently on issue.

The options are free-attaching, unlisted options that expire on 30 June 2017, are exercisable at 3 cents each and otherwise on terms which have been approved by ASX as being consistent with ASX Listing Rule requirements.

The new funds raised will be used to continue expenditure on its existing tenements and for working capital purposes.

The directors of the Company unanimously recommend that shareholders vote in favour of this Resolution.

Resolution 3: Approval of proposed issue of securities to Directors

This resolution seeks shareholder approval of the proposed issue of securities in the Company for the purposes

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of Listing Rule 10.11. Listing Rule 10.11 provides that a company must not issue securities to a related party without approval of the shareholders.

The purpose of seeking shareholder approval of the issue of securities in this resolution is to seek approval of the proposed issue to certain Directors as follows:

Director Name	Shares	Amount Invested $	Options
P. Harman	2,500,000	$50,000	2,500,000
J. Williams	2,500,000	$50,000	2,500,000
M. Ratez	500,000	$10,000	500,000
Total	5,500,000	$110,000	5,500,000

Even though these securities form part of those the subject of Resolution 2, an additional approval in the case of shares issues to Directors is required.

The issue price will be 2 cents each, being the same price paid by investors under the placement. Each share will rank equally with all shares currently on issue. The options are free-attaching, unlisted and expire on 30 June 2017, are exercisable at 3 cents each and otherwise on terms which have been approved by ASX as being consistent with ASX Listing Rule requirements.

The securities are expected to be allotted and issued immediately following shareholder approval, and in any event, no later than 1 month from the date of the meeting.

The new funds raised will be used to continue expenditure on its existing tenements and for working capital purposes.

Resolution 4: Change of Name

It is proposed that the Company change its name to Callabonna Resources Limited.

The Company does not propose changing its ASX code which will stay as CUU.

Resolution 5: Re-election of Director – Jeffrey Williams

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following general meeting and is then eligible for reelection.

Mr Williams will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election.

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Option Terms

The Company agrees to grant the Options to subscribe for ordinary shares in the Company on the terms and conditions set out below.

1. Subject to paragraph 2, each Option is exercisable at 3 cents and expires on 30 June 2017.

2. Notwithstanding paragraph 1, if:

3. (a) a takeover bid within the meaning of the Corporations Act is made for the shares in the Company and the bidder becomes entitled to compulsorily acquire all of the shares, any Options not exercised by the date which is seven days after the date the bidder became so entitled shall immediately lapse; or

4. (b) a court orders a meeting to be held in relation to a proposed scheme of arrangement in relation to the Company the effect of which may be that a person will have a relevant interest in at least 90% of the ordinary shares in the Company and shareholders pass the resolution by the requisite majorities, any Options not exercised by the date which is seven days after the date of the meeting shall immediately lapse.

5. The holder may exercise any part of the duly vested Options only without prejudice to the holder's ability to subsequently exercise any remaining Options.

6. All shares issued upon exercise of the Options will rank equally in all respects with the then issued shares, and the Company will (assuming that the Company is then listed on ASX), within seven days, apply for official quotation by the ASX of all shares issued as a result of the exercise of the Options.

7. There are no participating rights or entitlements conferred on the Options and the holder will not be entitled to participate with respect to the Options in new issues offered to shareholders during their currency without exercising the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the relevant record date will be at least seven business days after the relevant issue is announced and the holder is notified at that time. This will give the holder the opportunity to exercise the Options prior to the date for determining entitlements and to participate in any such issue as a shareholder.

8. In the event of any reorganisation of capital of the Company prior to the expiry date for exercise of the Options, the number of Options which the holder is entitled or the exercise price of the Options or both shall be changed to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of reorganisation.

9. The following Notice of Exercise of Options is to be completed when exercising Options:

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Notice of Exercise of Options

To the Directors of the Company,

I, ……………………………………………………………………………………...

of …………………………………………………………………………………………

being the registered holder of options in the capital of the Company hereby exercise …………………… such options to subscribe for shares and enclose the relevant application monies payable per option exercised.

I authorise you to register me as the holder of the shares to be allotted to me and agree to accept them subject to the constitution of the Company.

Dated the day of 20__ Signed by ) the holder of the options ) ……………………………………….

1. The Options are exercised by completing the Notice of Exercise of Options and forwarding it to the Company with the exercise monies duly payable to the Company. The Company shall within seven days after the receipt of such Notice, allot shares in respect of the Options exercised and dispatch a shareholder statement to the holder.

2. The Company will advise the holder at least 20 business days before the impending expiry of their Options and will advise the due date for payment, the amount of money payable on exercise, the consequences of non-payment and such other details as the ASX Listing Rules then prescribe, so as to enable the holder to determine whether or not to exercise the Options.

3. The Options are not-transferable unless the Board of the Company otherwise determines in its absolute discretion.

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FORM OF PROXY

Name: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Address . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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being a member/members of Callabonna Uranium Limited

HEREBY APPOINT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . or failing him, the Chairman of the Meeting, as my/our Proxy to vote

for me/us and on my/our behalf at the General Meeting of Members of the Company to be held at 10.00 am EST on Monday 24 September 2012 and at any adjournment thereof.

Important for Resolution 3 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default and you have not directed him how to vote on Resolution 3 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote on Resolution 3 in Step 2 below, the Chairman will not cast your votes on Resolution 3 and your votes will not be counted in computing the required majority if a poll is called on this Resolution.

If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote on Resolution 3 by either marking the relevant boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman will vote in favour of Resolution 3 and currently intends to vote in favour of Resolution 3).

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The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 3.

I/We (except where I/we have indicated a different voting intention below):

• (a) direct the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Resolution 3 to vote in favour of this Resolution;

• (b) authorise, in respect of Resolution 3, the Chairman of the Meeting to vote as described even though the Chairman may participate in the share issue proposed by Resolution 3; and

• (c) acknowledge that the Chairman of the Meeting may exercise my/our proxy in respect of Resolution 3 as he sees fit even if the Chairman has an interest in the outcome of Resolution 3 and that votes cast by him, other than as proxy holder, would be disregarded because of that interest.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

The Proxy is directed by me/us to vote as indicated by the marks in the appropriate boxes below:

RESOLUTION FOR AGAINST ABSTAIN 1. Approval of Previous Issue of Securities □ □ □ 2. Approval of Proposed Issue of Securities □ □ □ 3. Approval of Proposed Issue of Securities to Directors □ □ □ 4. Change of Name □ □ □ 5. □ □ □

1. Re-election of Director – Jeffrey Williams

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain.

Dated this . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . 2012.

Signatures of Member(s) . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE COMMON SEAL of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A.C.N. . . . . . . . . . . . . . . . . . . . . . . . .

was hereunto affixed in accordance with

its Constitution in the presence of: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Director

Secretary

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PROXY INSTRUCTIONS

1. A member entitled to attend and vote is entitled to appoint not more than 2 proxies.

2. Where more than 1 proxy is appointed, each proxy must be appointment to represent a specified proportion of the member's voting rights.

3. A proxy need not be a member.

4. All joint holders must sign.

5. Proxy forms must be posted to the Company Secretary at PO Box 226 Subiaco WA 6904, hand delivered to Suite 5, 95 Hay Street, Subiaco WA 6008 or faxed on +61-8 9388 8256 , so that it is received not less than 48 hours before the time appointed for holding the meeting.

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