ALLIANCE NICKEL LIMITED — Proxy Solicitation & Information Statement 2008

Oct 23, 2008

ABN 62 009 260 315

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Notice of aNNual geNeral meetiNg aNd explaNatory statemeNt

FoR tHE MEEtiNG oF sHAREHoLdERs oF tHE coMPANY to BE HELd At

EsPLANAdE RiVER suitEs

112 MELVILLE PARADE IN COMO WESTERN AUSTRALIA AT 10.30 AM ON FRIDAY, 28 NOVEMBER 2008

dAtEd: 20 octoBER 2008

Registered office:

467 Canning Highway COMO 6152 Western Australia Telephone: (08) 9313 2144 Facsimile: (08) 9313 2188

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NoticE oF ANNuAL GENERAL MEEtiNG ANd EXPLANAtoRY stAtEMENt

gme resources limited

ABN 62 009 260 315

Notice of aNNual geNeral meetiNg

Notice is hereby given that the Annual General Meeting of shareholders of GME Resources Limited will be held on Friday, 28 November 2008, at 10:30 am at the Esplanade River Suites, 112 Melville Parade, Como in Western Australia to consider and if thought fit to pass the following Resolutions with or without amendment:

ageNda for agm

AdoPtioN oF ANNuAL REPoRt

That the Annual Report, including Financial Statements, Directors’ declaration and accompanying Reports of the Directors and Auditors for the Financial Year ending 30 June 2008 be approved and adopted.

To consider and if thought fit to pass the following resolutions as ordinary resolutions:

1. RE-ELEctioN oF diREctoR – MR GEoFFREY MAYFiELd MottERAM

“That Geoffrey Mayfield Motteram, who retires by rotation under Clause 21.3(2) of the Company’s Constitution and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company.”

2. RE-ELEctioN oF diREctoR – MR JAMEs NoEL suLLiVAN

“That James Noel Sullivan, who retires by rotation under Clause 21.3(2) of the Company’s Constitution and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company.”

3. REMuNERAtioN REPoRt

“That the Remuneration Report as set out in the Company’s Annual Report for the year ended 30 June 2008, be adopted.”

GENERAL NotEs:

Shareholder letter and explanatory statement

A letter to Shareholders and Explanatory Statement explaining and commenting on the Resolutions the subject of this Notice of Meeting are enclosed with this Notice of Meeting. That letter to Shareholders and Explanatory Statement are deemed to form part of this Notice of Meeting.

Proxy

A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies, to attend and to vote instead of the shareholder. The proxy need not be a member of GME Resources. Proxy Forms must be lodged with Computershare Share Registry Services by mailing the form to: Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne Victoria 3001 no later than 48 hours before the time of the meeting. A Proxy Form accompanies this Notice of Meeting.

Voting Entitlement

The Directors have determined in accordance with Regulation 7.11.37 of the Corporations Regulations that, for the purposes of attending and voting at the meeting, shares will be taken to be held by the registered holders at 10am WST on Wednesday 26th November 2008.

Unless specified otherwise, all Resolutions once passed take effect from the close of the Meeting.

Dated this 20th day of October 2008

BY ORDER OF THE BOARD OF DIRECTORS

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BRADLEY WYNNE Company Secretary

GME REsouRcEs LiMitEd

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NoticE oF ANNuAL GENERAL MEEtiNG ANd EXPLANAtoRY stAtEMENt

gme resources limited

ABN 62 009 260 315

Notice of aNNual geNeral meetiNg explaNatory statemeNt

1. REsoLutioN 1 – RE-ELEctioN oF GEoFFREY MAYFiELd MottERAM

“That Geoffrey Mayfield Motteram, who retires by rotation under Clause 21.3(2) of the Company’s Constitution and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company.”

Clause 21.3(2) of the Constitution of the Company provides that one-third of the Directors must retire at the Annual General Meeting and those Directors are then eligible for re-election. Accordingly Geoffrey Mayfield Motteram, having retired as a director, offers himself for re-election as a director in accordance with the Constitution of the Company.

The Directors recommend the approval of Resolution 1 to all Shareholders.

2. REsoLutioN 2 – RE-ELEctioN oF JAMEs NoEL suLLiVAN

“That James Noel Sullivan, who retires by rotation under Clause 21.3(2) of the Company’s Constitution and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company.”

Clause 21.3(2) of the Constitution of the Company provides that one-third of the Directors must retire at the Annual General Meeting and those Directors are then eligible for re-election. Accordingly James Noel Sullivan, having retired as a director, offers himself for re-election as a director in accordance with the Constitution of the Company.

The Directors recommend the approval of Resolution 2 to all Shareholders.

3. REsoLutioN 3 – REMuNERAtioN REPoRt

“That the Remuneration Report as set out in the Company’s Annual Report for the year ended 30 June 2008, be adopted.”

The Remuneration Report is for consideration and adoption by way of non-binding resolution. The Remuneration Report is set out in the GME Resources Limited Annual Report 2008 and is also available on the Company’s web site (www.gmeresources.com.au).

The report explains for shareholders:

• The board’s policies in relation to the nature and level of remuneration paid to directors of GME Resources Limited;

• The remuneration details for each director and any service agreements; and

• The details of any share based compensation.

GME REsouRcEs LiMitEd

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GME REsouRcEs LiMitEd

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Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 GME MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 10.30am Wednesday 26 November 2008

How to Vote on Items of Business

Signing Instructions

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate ''Certificate of Appointment of Corporate Representative'' prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

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Turn over to complete the form

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Update your securityholding, 24 hours a day, 7 days a week:

View the annual report: www.gmeresources.com.au

www.investorcentre.com

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Access the annual report

Review your securityholding Update your securityholding

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Your secure access information is: SRN/HIN: I9999999999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

999999_SAMPLE_0_0_PROXY/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ' X ') should advise your broker of any changes.

I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of GME Resources Limited hereby appoint

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the Chairman of the meeting

OR

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of GME Resources Limited to be held at Esplanade River Suites, 112 Melville Parade, Como, Western Australia on Friday, 28 November 2008 at 10.30am and at any adjournment of that meeting.

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Items of Business

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

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Resolution	1	Re-election of Director - Mr Geoffrey Mayfield Motteram
Resolution	2	Re-election of Director - Mr James Noel Sullivan
Resolution	3	Remuneration Report

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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G ME

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