ALMA METALS LIMITED — Proxy Solicitation & Information Statement 2011

Feb 2, 2011

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ARBN 123 316 781

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT

For the General Meeting to be held on Friday, 18 February 2011 at 3:00pm (Western Standard Time)

at Level 1, 8 Colin Street, West Perth, 6005, Western Australia

and also via phone link at the Company's registered office Granite House, La Grande Rue, St Martin, Guernsey GY1 3RS which will commence at 7:00am (Guernsey time) on Friday, 18 February 2011

This is an important document. Please read it carefully and in its entirety. If you do not understand it please consult your professional advisers.

If you are unable to attend the Meeting, please complete the CDI voting instruction form enclosed and return it in accordance with the instructions set out on that form.

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TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

This General Meeting of the Shareholders of African Energy Resources Limited will be held at:

Level 1 Commencing at 3:00pm (Western Standard 8 Colin Street Time) on 18 February 2011 West Perth Australia

And also via phone link with our registered office, Federal Trust Company Limited, Granite House, La Grande Rue, St Martin, Guernsey GY1 3RS which will commence at 7.00am (Guernsey time) on 18 February 2011.

The Directors have set a date to determine the identity of those Shareholders and CDI holders entitled to attend, speak and vote at the Meeting. The date is 16 February 2011 at 3:00pm (Western Standard Time).

How you will be able to vote depends on if you are a Shareholder or a Chess Depositary Interest (CDI) holder, the majority of voters will be CDI holders. Both methods are listed below:

Shareholders

Ordinary Shareholders may vote by attending the Meeting in person, by proxy or by authorised representative.

Shareholders of the Company, entitled to attend, speak and vote are entitled to appoint one or more proxies to attend, speak and vote at this Meeting. The completion and return of a valid form of proxy will not prevent holders of ordinary Shares from attending, speaking and voting in person at the Meeting if so desired. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

Voting in Person

To vote in person you need to attend the Meeting on the date and at the place (in Australia or Guernsey) set out above. The meeting will commence at 3:00pm (Western Standard Time).

The phone link with our registered office, at Granite House, La Grande Rue, St Martin, Guernsey GY1 3RS will commence at 7:00am (Guernsey time) on Thursday, 18 February 2011.

Attendance at Meeting

All holders of Shares appearing in the Company's Register of Shareholders at 3:00 pm (WST) on Wednesday, 16 February 2011 will be entitled to attend and vote at the Meeting.

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CHESS Depositary Interests

Holders of CHESS Depositary Interests (“CDI”) are invited to attend and speak at the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, CDI holders must complete, sign and return the CDI Notice of Direction (as enclosed with the Notice of General Meeting) as per the information below so that CHESS Depositary Nominees Pty Ltd (CDN) can vote the underlying Shares on their behalf.

CDI notice forms

• return the form (by delivery) to the Company’s office at Level 1, 8 Colin Street, West Perth, Western Australia; or

• return the form (by post) to the Company's office at PO Box 886, West Perth, Western Australia, 6872; or

• send the form by email to email address info@africanenergyresources.com; or

• send the form by facsimile to +61 8 6465 5599.

so that it is received not later than 3:00pm (Western Standard Time) on Wednesday, 16 February 2011.

Your proxy form or CDI voting instruction form is enclosed with this notice, depending on your holder status.

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AFRICAN ENERGY RESOURCES LIMITED ARBN 123 316 781

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of African Energy Resources Limited will be held at Level 1, 8 Colin Street, West Perth, Western Australia on Friday, 18 February 2011 at 3.00pm (Western Standard Time) and also via phone link at our registered office, Granite House, La Grande Rue, St Martin, Guernsey GY1 3RS which will commence at 7.00am (Guernsey time) on Friday, 18 February 2011 for the purpose of transacting the business set out below.

The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

GENERAL BUSINESS

Resolution 1 – Ratification of Placement

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

" That for the purposes of Listing Rule 7.4 of the Listing Rules of the ASX Limited and for all other purposes, the Company approves and ratifies the issue of 9,600,000 fully paid ordinary shares in the capital of the Company at 15 cents each to sophisticated investors and on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: ASX Listing Rule 7.1 allows the Company to issue equity securities in any 12 month period representing up to 15% of its ordinary share capital on issue at the commencement of that period without Shareholder approval. By obtaining ratification of Shareholders under ASX Listing Rule 7.4 to the issue of the securities to the allottees, the Company will obtain relevant approval for the purposes of ASX Listing Rule 7.1 and thereby refresh the Company's capacity to make future issues of securities up to the 15% threshold. Please refer to the Explanatory Statement for details.

The Company will disregard any votes cast on this Resolution by a person who participated in the issue that is the subject of this Resolution and any associates of those persons. However, the Company will not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 2 – Grant of Options to Director ‐ Dr Charles Tabeart

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

" That, for the purposes Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant to Dr Charles Tabeart (or his nominee) up to 2,250,000 options to acquire fully paid ordinary shares in the capital of the Company, to

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be granted on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: The ASX Listing Rules requires the Company to seek Shareholder approval prior to the issue of securities to a related party. Dr Tabeart as a director is a related party of the Company.

The Company will disregard any votes cast on this Resolution by Dr Tabeart and any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a holder of ordinary securities. However, the Company will not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 3 – Grant of Options to Director ‐ Mr Alasdair Cooke

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

" That, for the purposes Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant to Mr Alasdair Cooke (or his nominee) up to 750,000 options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: The ASX Listing Rules requires the Company to seek Shareholder approval prior to the issue of securities to a related party. Mr Cooke as a director is a related party of the Company.

The Company will disregard any votes cast on this Resolution by Mr Cooke and any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a holder of ordinary securities. However, the Company will not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 4 – Grant of Options to Director ‐ Mr Gregory Fry

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

" That, for the purposes Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant to Mr Gregory Fry (or his nominee) up to 1,500,000 options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: The ASX Listing Rules requires the Company to seek Shareholder approval prior to the issue of securities to a related party. Mr Fry as a director is a related party of the Company.

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The Company will disregard any votes cast on this Resolution by Mr Fry and any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a holder of ordinary securities. However, the Company will not disregard a vote cast on this Resolution

if:

• a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

BY ORDER OF THE BOARD

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Daniel Davis Company Secretary Dated: 3 February 2011

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AFRICAN ENERGY RESOURCES LIMITED ARBN 123 316 781

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1. RESOLUTION 1 – RATIFICATION OF PLACEMENT

Background

On 25 October 2010, the Company issued 9,600,000 Shares at 15 cents each to raise $1,440,000 using the Company's 15% placement capacity pursuant to ASX Listing Rule 7.1. Resolution 1 seeks to ratify this private placement of securities.

ASX Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 provides, subject to certain exceptions, without Shareholder approval, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the Company’s shares then on issue.

Listing Rule 7.4 provides that an issue of securities made without the approval under Listing Rule 7.1 is treated as having been made with approval if the issue of securities did not breach Listing Rule 7.1 (that is, the issue was within the Company's 15% capacity) and Shareholders subsequently approve it.

The Company issued 9,600,000 Shares under the placement within its 15% capacity under Listing Rule 7.1. The Company now seeks Shareholder approval to ratify this issue and refresh the 15% capacity. For the purposes of ASX Listing Rule 7.5, the following information is provided to Shareholders:

• a) The number of securities allotted is 9,600,000 Shares.

• b) The Shares were issued at an issue price of 15 cents each.

• c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

• d) The allottees of the Shares were investors entitled to accept offers of securities under section 708 of the Corporations Act being institutional and sophisticated investors. None of the allottees are related parties of the Company.

• e) The Company utilised the funds raised from the issue of Shares to fund the resource delineation drilling programme at the Company’s Sese project.

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1. RESOLUTIONS 2, 3 AND 4 – GRANT OF OPTIONS TO DIRECTORS ‐ MESSRS CHARLES TABEART, ALASDAIR COOKE and GREGORY FRY

Resolutions 2, 3 and 4 seek Shareholder approval for the Company to grant up to 2,250,000 Options to Dr Charles Tabeart (or his nominee), up to 750,000 Options to Mr Alasdair Cooke (or his nominee) and up to 1,500,000 Options to Mr Gregory Fry (or his nominee).

Dr Tabeart is the Managing Director of the Company, Mr Cooke is the Executive Chairman of the Company, Mr Fry is an Executive Director of the Company.

Although the related party provisions of the Australian Corporations Act do not apply to the Company as a foreign company, the Company is providing a similar style of information to Shareholders as if these provisions applied.

The Party to Whom the Proposed Resolution Would Permit the Financial Benefit to be Given

The parties are Dr Charles Tabeart or his nominee (by Resolution 2), Mr Alasdair Cooke or his nominee (by Resolution 3) and Mr Gregory Fry or his nominee (by Resolution 4).

The Nature of the Financial Benefit

The proposed financial benefit to be given is up to 2,250,000 Options to Dr Tabeart (or his nominee), up to 750,000 Options to Mr Cooke (or his nominee) and up to 1,500,000 Options to Mr Fry (or his nominee).

The terms of the Options proposed to be given are set out in Annexure 1. There are 3 tranches of Options to each of Messrs Tabeart, Cooke and Fry with 1/3 of the Options having an exercise price of 90 cents, with 1/3 of the Options having an exercise price of 110 cents and with 1/3 of the Options having an exercise price of 130 cents

The Options will be granted within one month of the Meeting.

Directors’ Recommendation and Basis for the Financial Benefit

The Board currently consists of Mr Alasdair Cooke (Executive Chairman), Dr Charles Tabeart (Managing Director), Gregory Fry (Executive Director), Mr Michael Curnow (Non‐executive Director) and Mr Valentine Chitalu (Non‐executive Director).

By Resolutions 2, 3 and 4, Options are proposed to be issued to three of the Directors of the Company. In each case the number of Options to be granted to the respective director and the terms of the Options were negotiated by the Directors independent of that particular director (being all the other Directors).

The purpose of the Options is to give each of Messrs Tabeart, Cooke and Fry incentive to provide dedicated ongoing commitment and effort to the Company and further align their interests with that of the Company and its Shareholders.

The independent Directors in each case consider the particular number and terms of the Options to be granted to each of Messrs Tabeart, Cooke and Fry constitute an appropriate number to adequately incentivise each of them in light of their skill, experience and reputation and when considered together with their other remuneration as Directors (as

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detailed below). The independent Directors in each case thereby recommend that Shareholders vote in favour of the Resolutions.

Dr Tabeart abstains from making a recommendation to Shareholders as to Resolution 2 as he has a material personal interest in the outcome of Resolution 2 being the recipient of the Options.

Mr Cooke abstains from making a recommendation to Shareholders as to Resolution 3 as he has a material personal interest in the outcome of Resolution 3 being the recipient of the Options.

Mr Fry abstains from making a recommendation to Shareholders as to Resolution 4 as he has a material personal interest in the outcome of Resolution 4 being the recipient of the Options.

Dilution

The passing of Resolutions 2, 3 and 4 will have the effect of granting Messrs Tabeart, Cooke, Fry and Chitalu (or their nominees) up to 4,500,000 Options on the terms and conditions set out in Annexure 1.

If any Options granted as proposed above are exercised, the effect would be to dilute the shareholding of existing Shareholders. The market price of the Company's Shares during the period of the Options will normally determine whether or not option holders exercise the Options. At the time any Options are exercised and Shares are issued pursuant to the exercise of the Options, the Company's Shares may be valued at a price that is higher than the exercise price of the Options.

If all of the 4,500,000 Options that may be issued under Resolutions 2, 3 and 4 were exercised, the effect would be to dilute the shareholding of existing Shareholders by approximately 1.54% based on the current number of Shares of 293,124,650 (undiluted).

Total Remuneration Package of Messrs Tabeart, Cooke and Fry

The total remuneration received package paid to Dr Tabeart is $350,000 per annum.

The total remuneration received package paid to Mr Cooke is $100,000 per annum.

The total remuneration received package paid to Mr Fry is $165,000 per annum.

Existing Relevant Interest

Class	Charles Tabeart	Alasdair Cooke	Gregory Fry
Shares	1,558,575	25,945,825	3,600,192
8.5 cent Options*	1,000,000	400,000	700,000
31.25 cent Options*	1,972,824	1,187,652	818,160

• Options expire 30 June 2012.

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Trading History

The following table gives details of the highest, lowest and the latest closing price of the Company's Shares trading on the ASX over the last 12 months.

	Date	Closing Price
Highest Price	5 January 2011	$0.785
Lowest Price	29 June 2010	$0.064
Latest Price	31 January 2011	$0.685

Valuation of Options

The Company has valued the Options to be issued to Messrs Tabeart, Cooke and Fry (or their nominees) by reference to the Binomial option pricing model based on the following assumptions:

Input	Value	Note
Underlyingsecurityspotprice	72.5 cents	1
Exerciseprice	90 cents/110 cents/130 cents
Dividend rate	‐	2
Standard deviation of returns (annualised) /volatilityrate	50%	3
Risk free rate	4.75%	4
ExpiryDate	31 December 2013

Note 1: In accordance with accounting standards, the underlying security spot price used for the purposes of this valuation is based on the closing price of Shares immediately preceding the valuation date of 28 January 2011 which was 72.5 cents.

• Note 2: As at the date of the valuation, the Company had not forecast any future dividend payments. For the purposes of the valuation it is therefore assumed that the Company's share price is "ex‐dividend", If dividend payments were forecast, the value of the Options would be reduced.

• Note 3: The anticipated standard deviation over the life of the Options is based on the volatility of the Company's Share price from 28 January 2010 to 27 January 2011.

Note 4: The risk free rate of 4.75%.

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	Number of 90 cent options	Value of 90 cent options	Number of 110 cent options	Value of 110 cent options	Number of 130 cent options	Value of 130 cent options
Dr Tabeart	750,000	13.4 cents each	750,000	8.96 cents each	750,000	6.07 cents each
Mr Cooke	250,000	13.4 cents each	250,000	8.96 cents each	250,000	6.07 cents each
Mr Fry	500,000	13.4 cents each	500,000	8.96 cents each	500,000	6.07 cents each

Other Information

The Directors are not aware of any other information that is reasonably required by Shareholders to allow them to make a decision as to whether it is in the best interests of the Company to pass Resolutions 2, 3 and 4.

ASX Listing Rule 10.11

Shareholder approval is required for the purposes of ASX Listing Rule 10.11 because Messrs Tabeart, Cooke, and Fry as Directors of the Company are each related parties of the Company for the purposes of the ASX Listing Rules.

ASX Listing Rule 10.11 requires a company to obtain Shareholder approval by ordinary resolution prior to the issue of securities to a related party of the Company. For the purposes of ASX Listing Rule 10.11, Messrs Tabeart, Cooke and Fry, as Directors of the Company, are each related parties of the Company.

Accordingly, in order to grant the Options the subject of Resolutions 2, 3 and 4 to Messrs Tabeart, Cooke and Fry (or their nominees), the Company must obtain Shareholder approval pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to grant the Options to Messrs Tabeart, Cooke and Fry as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of Options to Messrs Tabeart, Cooke and Fry will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out a number of matters which must be included in the Notice of Meeting convened to consider Shareholder approval under ASX Listing Rule 10.11.

For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolutions 2, 3 and 4. This information is as follows:

• (a) Up to 2,250,000 Options will be issued to Dr Tabeart (or his nominee), up to 750,000 Options will be issued to Mr Cooke (or his nominee) and up to 1,500,000 Options will be issued to Mr Fry (or his nominee).

• (b) The maximum number of Options the Company will grant to Messrs Tabeart, Cooke and Fry (or their nominees) is 4,500,000 Options.

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• (c) The Options will be issued no later than one (1) month after the date of this Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• (d) The Options the subject of Resolutions 2, 3 and 4 will be issued for nil cash consideration. For each of Messrs Tabeart, Cooke and Fry options will vest immediately. The full terms of the Options are set out in Annexure 1.

• (e) There will be no funds raised by the grant of the Options to Messrs Tabeart, Cooke and Fry (or their nominees).

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GLOSSARY

AFRICAN ENERGY RESOURCES LIMITED ARBN 123 316 781

In this Explanatory Statement, the following expressions have the following meanings:

" Articles " means the Articles of Association of the Company.

" ASX " means the ASX Limited (ABN 98 008 624 691).

" ASX Listing Rules " or " Listing Rules " means the listing rules of ASX.

" Board " means the board of directors of the Company.

" Company " means African Energy Resources Limited (ARBN 123 316 781).

" Directors " mean the directors of the Company from time to time.

" Explanatory Statement " means this explanatory statement.

" Meeting " means the meeting convened by this Notice.

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Option " means an option to subscribe for a Share.

" Resolution " means a resolution contained in the Notice.

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

" Shareholder " means a registered holder of Shares in the Company.

" WST " means Western Standard Time, Perth, Western Australia.

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ANNEXURE 1 TERMS OF OPTIONS – RESOLUTIONS 2, 3 and 4

The terms of the issue of the Options are:

1. The Options will be issued for no consideration.

2. Each Option entitles the holder to one Share in the Company.

3. The exercise price of the Options is outlined below:

4. (a) 33.3% of the Options at 90 cents each

5. (b) 33.3% of the Options at 110 cents each

6. (c) 33.3% of the Options at 130 cents each

7. The expiry date of the Options is 31 December 2013.

8. The Options will vest for the allottee upon issue.

9. The Options are not transferable except with the prior consent of the Board.

10. The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). Options may be exercised by the Option holder in whole or in part by completing the Notice of Exercise and forwarding the same to the secretary of the Company to be received prior to the expiry date. The Notice of Exercise must state the number of Options exercised, the consequent number of Shares to be allotted and the identity of the proposed allottee. The Notice of Exercise by an Option holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of the exercise price per Share.

11. All Shares issued upon the exercise of the Options will rank pari passu in all respects with the Company's then issued Shares. The Company must apply within 7 business days or the time period specified by the relevant stock exchange after the date of issue to the relevant exchange for all Shares issued pursuant to the exercise of Options to be admitted to quotation.

12. There are no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital to Shareholders during the currency of the Options. However, the Company will ensure, for the purposes of determining entitlements to any issue, that Option holders will be notified of a proposed issue after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in such issues.

13. In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of the Company, all rights of the option holder shall be reconstructed (as appropriate) in accordance with the rules of the stock exchange that the Company is listed on.

14. If from time to time, on or prior to the Expiry Date, the Company makes a bonus issue of securities to holders of Shares in the Company (" Bonus Issue "), then upon exercise of his or

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her Options a holder will be entitled to have issued to him or her (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise) that number of securities which would have been issued to him or her under that bonus issue if the Options had been exercised before the record date for the Bonus Issue.

1. In the event of any pro‐rata issue of securities (except a Bonus Issue) the exercise price of the Options will be adjusted to reflect the change in accordance with the Listing Rules of the relevant stock exchange.

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ARBN 123 316 781

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CDI Voting Instruction Form

I/We

being a holder of CHESS Depositary Interests of African Energy Resources Limited, hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the General Meeting of African Energy Resources Limited to be held at Level 1, 8 Colin Street, West Perth, Western Australia on Friday, 18 February 2011 at 3:00pm (WST) and at any adjournment of that meeting.

By execution of this CDI Voting Form, the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

Business: Resolution 1 Ratification of Placement Resolution 2 Grant of Options to Director – Dr Charles Tabeart Resolution 3 Grant of Options to Director – Mr Alasdair Cooke Resolution 4 Grant of Options to Director – Mr Gregory Fry

FOR AGAINST ABSTAIN

Instructions:

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one Share, so that every one (1) CDI that you own at 16 February 2011 entitles you to one vote.

You can vote by completing, signing and returning you CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.

To be effective, forms must be received by not less than 48 hours before the time appointed for the holding of this Meeting, that is by 3:00pm WST on Wednesday, 16 February 2011 by email, post or fax. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

Signing Instructions

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

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

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

Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory. ie Sole Director, Sole Company Secretary or Director and Company Secretary.

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.

Email: info@africanenergyresources.com Mail: PO Box 886 West Perth WA 6872 Fax Number: +61 8 6465 5599

Signature of securityholder/s:

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Name: _____ Contact Telephone: ___ Date: __/_/___