Alkane Resources — Proxy Solicitation & Information Statement 2012

Mar 13, 2012

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Alkane Resources Ltd

ACN 000 689 216

NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

TO ASSIST SHAREHOLDERS IN THEIR CONSIDERATION OF THE RESOLUTIONS TO BE PUT AT A GENERAL MEETING OF THE COMPANY TO BE HELD:

TIME: 11.00am (Perth time) DATE: Monday, 16 April 2012 PLACE: Wandu Room, Holiday Inn Perth City Centre 778-788 Hay Street, Perth Western Australia

THIS DOCUMENT IS IMPORTANT

If you do not understand this document or are in any doubt as to how to deal with this document, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately.

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Alkane Resources Ltd

ACN 000 689 216

NOTICE OF GENERAL MEETING

_____________

Notice is hereby given that a General Meeting of Shareholders will be held at Wandu Room, Holiday Inn Perth City Centre, 778-788 Hay Street, Perth, Western Australia on Monday, 16 April 2012 at 11.00am (Perth time).

The Explanatory Statement to this Notice of Meeting provides additional information on the matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form each form part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting, the Explanatory Statement and the Proxy Form are defined in the definitions section at the end of the Explanatory Statement.

AGENDA

Resolution 1 – Approval for the issue of Shares pursuant to the Unconditional Placement

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

That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue of up to 40,300,000 Shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting, be approved.

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

Resolution 2 – Approval for the issue of Shares pursuant to the Conditional Placement

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

That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, the issue of up to 30,000,000 Shares (less that number of Shares issued to Abbotsleigh Proprietary Limited pursuant to Resolution 3) on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting, be approved.”

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, and any associates of those persons.

Resolution 3 – Approval for the issue of Shares to Abbotsleigh Proprietary Limited

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

That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of up to 13,568,139 Shares to Abbotsleigh Proprietary Limited on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting, be approved.

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Voting Exclusion : The Company will disregard any votes cast on this Resolution by Abbotsleigh Proprietary Limited and any associate of Abbotsleigh Proprietary Limited.

Voting Exclusion – Resolution 1 to Resolution 3

The Company need not disregard a vote on Resolution 1 to Resolution 3 (respectively) 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 General 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.

Dated this 14th day of March 2012 By order of the Board of Directors

L A Colless Secretary

NOTES

Information about voting

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of Shares of the Company as at 5.00pm (Perth time) on 14 April 2012 will be entitled to attend and vote at the General Meeting.

If more than one joint holder of Shares is present at the General Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Information about voting by proxy is set out in instructions included in the Proxy Form.

Voting by corporate representatives

A body corporate which is a Shareholder may appoint an individual to act as its representative at the General Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the General Meeting evidence of his or her appointment as the body corporate's representative, including any authority under which the appointment is signed.

Voting by attorney

A Shareholder may appoint an attorney to vote on their behalf. For an appointment to be effective for the General Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company so that it is received not later than 11.00am (Perth time) on 14 April 2012.

U.S. persons

You should be aware that due to regulatory restrictions in the United States, if you are located in the United States or are a U.S. person (as defined in Rule 902(k) of the U.S. Securities Act of 1933, as amended) (Securities Act) we may not be permitted to send the Entitlement Offer Booklet to you. Accordingly any action you may take in connection with the General Meeting and/or the return of your Proxy Form should be based on the information in this Notice of Meeting only.

This Notice of Meeting is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under, or an exemption from, the Securities Act. The Company has not registered and does not intend to register the Shares to be issued by the Company in connection with the Entitlement Offer and the Share Placement under the Securities Act. There will be no public offer of the securities in the United States.

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Alkane Resources Ltd

ACN 000 689 216

EXPLANATORY STATEMENT

_____________

This Explanatory Statement is prepared for the benefit of Shareholders to better understand the Resolutions put to the General Meeting of the Company to be held on Monday, 16 April 2012 at 11.00am (Perth time) at Wandu Room, Holiday Inn Perth City Centre, 778-788 Hay Street, Perth Western Australia.

Terms and abbreviations used in this Explanatory Statement are defined in the definitions section below.

INTRODUCTION

General

As announced to ASX on 1 March 2012, the Company is seeking to raise a total of approximately $107 million, comprising:

• up to approximately $30 million pursuant to the issue of approximately 26.9 million Shares at an issue price of $1.10 per Share under a partially underwritten pro rata non-renounceable entitlement offer of one Share for every ten Shares held by existing Shareholders ( Entitlement Offer ); and

• up to approximately $77 million pursuant to a placement of approximately 70.3 million Shares to professional and sophisticated investors at an issue price of $1.10 per Share ( Share Placement ).

The Share Placement consists of an unconditional placement and a conditional placement, as follows:

• the unconditional placement will seek to raise up to approximately $44 million through the issue of up to 40.3 million Shares at an issue price of $1.10 per Share, expected to be issued on or about 14 March 2012 ( Unconditional Placement ); and

• the conditional placement will seek to raise up to approximately $33 million through the issue of up to 30 million Shares at an issue price of $1.10 per Share, expected to be issued on or about 23 April 2012 ( Conditional Placement ), subject to obtaining Shareholder approval at this General Meeting.

As part of the Conditional Placement, Abbotsleigh Proprietary Limited (ACN 005 612 377) ( Abbotsleigh (the Company's largest shareholder) has undertaken to subscribe for up to 13,568,139 Shares at the issue price of $1.10 per Share. Abbotsleigh is a company controlled by Mr Ian Gandel (a Director of the Company) and is therefore considered a related party of the Company. For this reason, Abbotsleigh's participation in the Conditional Placement is subject to separate Shareholder approval at the General Meeting (refer Resolution 3).

The Company will seek quotation on ASX of the Shares to be issued under each of the Entitlement Offer and the Share Placement.

Resolution 1 seeks Shareholder approval to ratify the issue of Shares under the Unconditional Placement, which is expected to have occurred prior to the date of the General Meeting.

Resolution 2 seeks Shareholder approval for the issue of Shares under the Conditional Placement (less that number of Shares issued to Abbotsleigh as part of the Conditional Placement, the subject of Resolution 3).

Resolution 3 seeks Shareholder approval for the issue of Shares to Abbotsleigh as part of the Conditional Placement.

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Further details about each of the Company and its projects, the Entitlement Offer and the Share Placement are also set out in the Entitlement Offer Booklet released to the ASX on 1 March 2012, which is expected to be sent to eligible Shareholders on 14 March 2012.

Use of funds

The funds raised from the Entitlement Offer and the Share Placement are intended to be primarily applied towards the construction and commissioning of the Company's Tomingley Gold Project. Any remaining funds will be used for:

• preparation of an Environmental Impact Statement and continuing development of the Dubbo Zirconia Project;

• working capital for general purposes; and

• costs of the capital raising (being the Entitlement Offer and the Share Placement).

The table below sets out the proposed use of funds raised under the Entitlement Offer and Share Placement:

Use of funds	Min raising from Entitlement Offer	Max raising from Entitlement Offer	Share Placement
Tomingley GoldProject	$14,000,000	$20,720,000	$54,110,000
DubboZirconiaProject	$4,000,000	$5,920,000	$15,460,000
Working capital and costs of capital raising	$2,000,000	$2,960,000	$7,730,000
Total	$20,000,000	$29,600,000	$77,300,000

The proposed use of funds from the Entitlement Offer and Share Placement is explained in more detail in the Entitlement Offer Booklet released to the ASX on 1 March 2012. The above table sets out the Company's current intentions as at the date of this Notice of Meeting. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The Company reserves the right to alter the intended use of funds on this basis.

Potential effect on the Company's Share capital

The potential effect of the Entitlement Offer and the Share Placement on the Company's capital structure is set out in the table below.

Securities	Number
Shares on issue as at the date ofthis Notice of Meeting	269,028,158
Issue ofShares underthe Unconditional Placement (the subject of Resolution 1)	40,300,000
Maximum number of Shares to be issued under the Entitlement Offer (subject to rounding)	26,902,815
Issue of Shares under the Conditional Placement (if approved) (the subject of Resolutions2and 3)	30,000,000
Total Shares on issue immediately following completion of the Entitlement Offer and the Share Placement (assuming no other issues of Shares)	366,230,973

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RESOLUTION 1 – APPROVAL FOR THE ISSUE OF SHARES PURSUANT TO THE UNCONDITIONAL PLACEMENT

Introduction

ASX Listing Rule 7.1 imposes a limit on the number of equity securities (including ordinary shares) that a company can issue or agree to issue without shareholder approval. Generally a company may not, without shareholder approval, issue in any 12 month period, a number of equity securities which is more than 15% of the number of fully paid ordinary shares on issue 12 months before the issue.

The number of equity securities that may be issued by a company under ASX Listing Rule 7.1 without shareholder approval is not impacted by equity securities which are issued under an exception contained in ASX Listing Rule 7.2 or which have received shareholder approval.

ASX Listing Rule 7.4 permits the approval of previous issues of securities made without prior shareholder approval, provided that the issue did not breach the 15% threshold set by ASX Listing Rule 7.1, with the effect being that the issue is treated as having been made with approval.

Resolution 1 seeks approval in accordance with ASX Listing Rule 7.4 to ratify the issue of Shares under the Unconditional Placement, which is expected to have occurred by the time of the General Meeting (on or around 14 March 2012). The issue of Shares, the subject of Resolution 1, will not breach ASX Listing Rule 7.1 at their time of issue.

The reason for seeking approval under ASX Listing Rule 7.4 is to reinstate the capacity of the Company to issue up to 15% of its securities without the approval of its Shareholders, so that the Company has the maximum flexibility to undertake any future equity security issues. The requirement to obtain Shareholder approval for an issue, at the time of a proposed issue, could limit the Company's ability to take advantage of opportunities that may arise in relation to any potential future capital raisings, acquisitions, or any other transaction that may involve the issue of equity securities.

It should also be noted that, notwithstanding an approval by Shareholders of Resolution 1, any future issue of equity securities remain subject to the 15% limit set out in ASX Listing Rule 7.1.

Information required by ASX Listing Rule 7.5

ASX Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 7.4. The following information is included in this Explanatory Statement for that purpose:

• (a) up to 40,300,000 Shares will have been issued by the Company as at the date of the General Meeting;

• (b) the issue price is to be $1.10 per Share;

• (c) the Shares will have been issued on the same terms and conditions as the Company’s existing Shares, and will rank equally with the then existing Shares;

• (d) the Shares are to be issued to sophisticated and professional investors in Australia and overseas, who are not related parties of the Company or associates of related parties of the Company; and

• (e) the Company intends to use the approximate $44.3 million raised from the Unconditional Placement primarily towards the construction and commissioning of the Company's Tomingley Gold Project, as described further above.

Board recommendation

The Board believes that Resolution 1 is in the best interests of the Company and its Shareholders and recommends that Shareholders vote in favour of the Resolution.

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RESOLUTION 2 – APPROVAL FOR THE ISSUE OF SHARES PURSUANT TO THE CONDITIONAL PLACEMENT

As set out above, ASX Listing Rule 7.1 imposes a limit on the number of equity securities that a company can issue or agree to issue without shareholder approval. Generally a company may not, without shareholder approval, issue in any 12 month period, a number of equity securities which is more than 15% of the number of fully paid ordinary shares on issue 12 months before the issue.

The number of equity securities that may be issued by a company under ASX Listing Rule 7.1 without shareholder approval is not impacted by equity securities which are issued under an exception contained in ASX Listing Rule 7.2 or which have received shareholder approval.

This means that if Resolution 2 is approved by Shareholders, the Conditional Placement will proceed, and the Shares under the Conditional Placement can be issued without using the Company's 15% annual placement capacity.

Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided to Shareholders in relation to the proposed issue of Shares the subject of Resolution 2:

• (a) the maximum number of Shares to be issued is 30,000,000, less that number of Shares issued to Abbotsleigh as part of the Conditional Placement (and the subject of Shareholder approval of Resolution 3);

• (b) it is expected that the Shares will be issued on or about 23 April 2012, but in any event the Shares will be issued no later than three months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) the issue price will be $1.10 per Share;

• (d) the Shares are to be issued to sophisticated and professional investors in Australia and overseas, who are not related parties of the Company or associates of related parties of the Company;

• (e) the Shares will be issued on the same terms and conditions as the Company’s existing Shares, and will rank equally with the then existing Shares; and

• (f) the Company intends to use the funds raised from the Conditional Placement primarily towards the construction and commissioning of the Company's Tomingley Gold Project, as described further above.

Board recommendation

The Board believes that Resolution 2 is in the best interests of the Company and its Shareholders and recommends that Shareholders vote in favour of the Resolution.

RESOLUTION 3 – APPROVAL FOR THE ISSUE OF SHARES TO ABBOTSLEIGH PROPRIETARY LIMITED

Introduction

ASX Listing Rule 10.11 provides that the prior approval of the Shareholders is required for an issue of equity securities to a related party or their associates. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Resolution 3 seeks approval for the Company to issue up to 13,568,139 Shares at the issue price of $1.10 per Share to Abbotsleigh as part of the Conditional Placement. As Abbotsleigh is a company controlled by Mr Ian Gandel (a Director of the Company), Abbotsleigh is considered a related party of the Company. For

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this reason, Abbotsleigh's participation in the Conditional Placement is subject to separate Shareholder approval.

The number of Shares issued to Abbotsleigh if Resolution 3 is approved will be that number of Shares that will result in Abbotsleigh and its associates having a voting power of 25% in the Company immediately following completion of the Entitlement Offer (including completion of the partial underwriting and subunderwriting of the Entitlement Offer) and the Share Placement. This "25% calculation" will take into account any Shares issued to Gandel Metals Pty Ltd ( Gandel Metals ) as trustee for the Gandel Metals Trust as a result of sub-underwriting the Entitlement Offer, as Gandel Metals is an associate of Abbotsleigh. Further details about Gandel Metals' sub-underwriting of the Entitlement Offer are set out in the Entitlement Offer Booklet.

As at the date of this Notice of Meeting, Abbotsleigh and its associates hold approximately 26.36% of the Company's issued Shares. This voting power will decrease to approximately 22.92% upon completion of the Unconditional Placement, but prior to completion of the Entitlement Offer and the Conditional Placement.

Whilst the precise number of Shares to be issued to Abbotsleigh as part of the Conditional Placement will not be known until after completion of the Entitlement Offer, the number of Shares that may be issued to Abbotsleigh will not exceed 13,568,139 Shares.

Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to the proposed issue of Shares the subject of Resolution 3:

• (a) up to a maximum of 13,568,139 Shares will be issued to Abbotsleigh;

• (b) the issue price of the Shares will be $1.10 per Share;

• (c) it is expected that the Shares will be issued on or about 23 April 2012, but in any event the Shares will be issued no later than one month after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the Shares will be issued on the same terms and conditions as the Company’s existing Shares, and will rank equally with the then existing Shares;

• (e) Abbotsleigh is a company controlled by Mr Ian Gandel (a Director of the Company), and is therefore considered a related party of the Company; and

• (f) the Company intends to use the funds raised from the Conditional Placement primarily towards the construction and commissioning of the Company's Tomingley Gold Project, as described further above.

Board recommendation

The Board (other than Mr Ian Gandel) believes that Resolution 3 is in the best interests of the Company and its Shareholders and recommends that Shareholders vote in favour of the Resolution. Mr Ian Gandel declines to make a recommendation on Resolution 3 given his interest in the outcome of Resolution 3 (as an associate of Abbotsleigh).

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Definitions

Abbotsleigh	means Abbotsleigh Proprietary Limited (ACN 005 612 377).
ASX	means ASX Limited (ABN 98 008 624 691) or the financial market conducted by it (the Australian Securities Exchange), as the context requires.
ASX Listing Rules	means the Listing Rules of ASX.
Board	means the board of Directors.
Chairman	means the chairman of the Company appointed in accordance with the Constitution.
Company	means Alkane Resources Ltd (ACN 000 689 216).
Conditional Placement	Means the conditional placement of Shares to raise up to approximately $33 million through the issue of up to 30 million Shares at an issue price of $1.10 per Share, expected to be issued on or about 23 April 2012, subject to obtaining Shareholder approval at this General Meeting.
Constitution	means the constitution of the Company.
Corporations Act	means the_Corporations Act_ 2001(Cth).
Director	means a director of the Company.
Entitlement Offer	means the partially underwritten pro rata non-renounceable entitlement offer of one Share for every ten Shares held by existing Shareholders to raise up to approximately $30 million pursuant to the issue of approximately 26.9 million Shares at an issue price of $1.10 per Share under, as announced to ASX on 1 March 2012.
Explanatory Statement	means the explanatory statement enclosed with and forming part of this Notice of Meeting.
General Meeting	means the general meeting of the Company notified to Shareholders by this Notice of Meeting.
Notice of Meeting	means this notice of meeting, incorporating the Explanatory Statement and Proxy Form.
Proxy Form	means the proxy appointment form and instructions enclosed with and forming part of this Notice of Meeting.
Resolution	means a resolution set out in the Notice of Meeting.
Share	means a fully paid ordinary share in the Company.
Share Placement	means the Unconditional Placement and the Conditional Placement.
Shareholder	means a holder of a Share.
Unconditional Placement	means the placement of Shares to raise up to approximately $44 million through the issue of up to 40.3 million Shares at an issue price of $1.10 per Share, expected to be issued on or about 14 March 2012.

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PROXY APPOINTMENT FORM ALKANE RESOURCES LTD

Enquiries (within Australia) 9227 5677 (outside Australia) +618 9227 5677

ACN 000 689 216

[Shareholder name]

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[Shareholder address]
I/We, as named above, being a member/s of Alkane Resources Ltd and entitled to attend and vote hereby appoint
............................................................................... of ...........................................................................
Name of proxy Address of proxy
or if that person fails to attend or, if no person is named, the Chairman of the General Meeting, to attend, act
generally and vote as directed below, or, if no directions are given, as the proxy or the Chairman sees fit, at the
General Meeting of the Company to be held on 16 April 2012 at 11.00am (Perth time), and at any adjournment.
Appointing a second proxy
If appointing a second proxy, state the percentage of your voting rights %
applicable to the proxy appointed by this form.
Voting directions to your proxy – please mark in the to indicate your directions
For Against Abstain
Resolutions
1. Approval for the issue of Shares pursuant to the
Unconditional Placement
2. Approval for the issue of Shares pursuant to the Conditional
Placement
3. Approval for the issue of Shares to Abbotsleigh Proprietary
Limited
If you mark the "Abstain" box for a particular item of business, you are directing your proxy not to vote on that item on a show of hands or on a poll
and your shares will not be counted in computing the required majority on a poll.
IMPORTANT
If you appoint the Chairman of the General Meeting as your proxy, or he is appointed as your proxy by
default, and you have not directed your proxy how to vote, please mark this box with an X .
• By marking this box, you acknowledge that the Chairman of the General Meeting may vote as
your proxy even if he has an interest in the outcome of the Resolution/s 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 General Meeting will not cast any votes as your proxy on the Resolution/s and your votes
will not be counted in calculating the required majority if a poll is called on the Resolution/s.
• The Chairman of the General Meeting intends to vote all undirected proxies in favour of the
Resolution/s.
Signatures of individual member, joint individual member, attorney or company member
Member, Attorney or Joint Member
Sole director and sole company secretary Director Director/Company secretary (delete one)
/ /
Contact name Contact daytime telephone Date
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INSTRUCTIONS FOR COMPLETION OF PROXY APPOINTMENT FORM

Appointment of proxy

If you are entitled to vote at the General Meeting you have a right to appoint a proxy and should use this Proxy Form to do so. The proxy need not be a member of the Company and can be an individual or a body corporate.

If you wish to appoint someone other than the Chairman of the General Meeting as your proxy, please write the name of that person in the appropriate box. Members cannot appoint themselves. If you leave the box blank, the Chairman of the General Meeting will be appointed your proxy and vote on your behalf.

Your proxy's authority to speak and vote for you at the General Meeting is suspended if you are present at the General Meeting.

Voting directions to your proxy

You may direct your proxy how to vote by marking X in 1 of the 3 boxes opposite each item of business. If you specify the way your proxy is to vote on a particular Resolution:

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

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

• if your proxy is the chair of the General Meeting – your proxy must vote on a poll, and must vote that way (ie as directed); and

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

If:

• your appointment of a proxy specifies the way your proxy is to vote on a particular Resolution; and

• your appointed proxy is not the chair of the General Meeting; and

• at the General Meeting, a poll is duly demanded on the Resolution; and

• either of the following applies:

• your proxy is not recorded as attending the General Meeting; or

• your proxy does not vote on the Resolution,

the chair of the General Meeting is taken, before voting on the Resolution closes, to have been appointed as your proxy for the purposes of voting on the Resolution.

Appointing a second proxy

If you are entitled to cast 2 or more votes you may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form. Both Proxy Forms should be lodged together.

If you appoint 2 proxies and the appointment does not specify the proportion or number of your votes each proxy may exercise, section 249X of the Corporations Act 2001 (Cth) will take effect so that each proxy may exercise half of the votes (ignoring fractions).

If you appoint 2 proxies, neither proxy will have a right to vote on a show of hands.

If you appoint another member as your proxy, that person will have only 1 vote on a show of hands and does not have to vote on a show of hands in accordance with any direction by you.

Signing instructions

This Proxy Form must be signed and dated by the member or the member's attorney. Any joint member may sign.

If this form is signed by an attorney and you have not previously lodged the power of attorney with Advanced Share Registry Limited or the Company for notation, please attach a certified copy of the power of attorney to this Proxy Form when you return it.

If the member is a company that has a sole director or a sole director who is also the sole company secretary, this form must be signed by that person.

Otherwise, this form must be signed by 2 directors or 1 director and a company secretary. Please indicate the office held by signing in the appropriate place.

Lodgement of Proxy Form

Proxy Forms and proxy appointment authorities, for example, the original or a certified copy of the power of attorney (if the Proxy Form is signed by an attorney) must be received:

By delivery	By post	By facsimile
65 Burswood Rd Burswood WA 6100	PO Box 4384 Victoria Park WA 6979	Fax: +61 8 9227 8178

not later than 11.00am (Perth time) on 14 April 2012 .

Documents received after that time will not be valid for the General Meeting.

Privacy

Chapter 2C of the Corporations Act 2001 (Cth) requires information about you (including your name, address and details of the shares you hold) to be included in the Company's public register of members. This information must continue to be included in the public register if you cease to hold shares. These statutory obligations are not altered by the Privacy Amendment (Private Sector) Act 2000 (Cth). Information is collected to administer your shareholding which may not be possible if some or all of the information is not collected. Your information is collected by Advanced Share Registry Limited on behalf of the Company.

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