ANTILLES GOLD LIMITED — Proxy Solicitation & Information Statement 2008

Feb 14, 2008

ENVIROGOLD LIMITED ACN 008 031 034

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

NOTICE IS INCLUDED FOR A GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, 18 MARCH 2008 AT 10.30 AM AT RADISSON PLAZA HOTEL 27 O’CONNELL STREET SYDNEY NSW 2000

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it, or any part of it, you should consult your professional advisers without delay.

You are encouraged to attend the meeting, but if you cannot, you are requested to complete and return the enclosed Proxy Form without delay to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 or by facsimile on facsimile number (+61 8) 9323 2033

NOTICE OF GENERAL MEETING

NOTICE OF GENERAL MEETING ENVIROGOLD LIMITED

ACN 008 031 034

Notice is hereby given that a General Meeting of the Shareholders of EnviroGold Limited (“EnviroGold” or “the Company”) will be held on the date and at the location and time specified below:

DATE: Tuesday 18 March 2008 LOCATION: Radisson Plaza Hotel, 27 O’Connell Street, Sydney, NSW, 2000 TIME: 10.30 am

Words and phrases used in the Resolutions are defined in the accompanying Explanatory Statement and these words and phrases have the same meaning in this Notice of General Meeting as defined in the Explanatory Statement.

BUSINESS

The business to be transacted at the General Meeting is the proposal of Resolutions 1 to 8 as set out below.

RESOLUTION 1: Approval of Issue of Options to a Director, James Tyers

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

“That pursuant to section 208 of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes, approval be and is hereby given, to the allotment of 500,000 Options over Shares in the Company under the terms of the EnviroGold Limited Directors, Officers, Employees and Other Eligible Persons Option Plan to James R. Tyers or his nominees, to be exercisable at 25 cents each, on or before 31 December 2010 and vesting on 31 December 2009 subject to continued employment. The issue of Options in the Company will occur no later than 1 month, or such later date to the extent permitted by an ASX waiver of the Listing Rules, from the date of the General Meeting.”

The Company will disregard any votes cast on this resolution by James Tyers and any associates, being the 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 security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 2: Approval of Issue of Options to a Director, James Tyers

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

“That pursuant to section 208 of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes, approval be and is hereby given, to the allotment of 500,000 Options over Shares in the Company under the terms of the EnviroGold Limited Directors, Officers, Employees and Other Eligible Persons Option Plan to James R. Tyers or his nominees, to be exercisable at 25 cents each, on or before 31 December 2011 and vesting on 31 December 2010 subject to continued employment. The issue of Options in the Company will occur no later than 1 month, or such later date to the extent permitted by an ASX waiver of the Listing Rules, from the date of the General Meeting.”

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NOTICE OF GENERAL MEETING

The Company will disregard any votes cast on this resolution by James Tyers and any associates, being the 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 security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 3: Approval of Issue of Options to a Director, Angela Dent

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

“That pursuant to section 208 of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval be and is hereby given, to the allotment of 500,000 Options over Shares in the Company to be exercisable at 25 cents each, on or before 31 December 2009 and vesting on 31 December 2008 subject to continued employment The issue of Options in the Company will occur no later than 1 month, or such later date to the extent permitted by an ASX waiver of the Listing Rules, from the date of the General Meeting.”

The Company will disregard any votes cast on this resolution by Angela Dent and any associates, being the 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 security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 4: Approval of Issue of Options to a Director, Angela Dent

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

“That pursuant to section 208 of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval be and is hereby given, to the allotment of 500,000 Options over Shares in the Company to be exercisable at 25 cents each, on or before 31 December 2010 and vesting on 31 December 2009 subject to continued employment. The issue of Options in the Company will occur no later than 1 month, or such later date to the extent permitted by an ASX waiver of the Listing Rules, from the date of the General Meeting.”

The Company will disregard any votes cast on this resolution by Angela Dent and any associates, being the 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 security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 5: Ratification of Issue of Options

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, subsequent approval be and is hereby given for the issue of 4,250,000 Options over Shares in the Company exercisable at 25 cents each with vesting and exercise dates as detailed in the Explanatory Memorandum.”

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NOTICE OF GENERAL MEETING

The Company will disregard any votes cast on this resolution by the persons who participated in the issue, and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 6: Ratification of Issue of Shares

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, subsequent approval be and is hereby given for the issue of 300,000 Shares to RM Capital Pty Ltd or its nominees.”

The Company will disregard any votes cast on this resolution by the persons who participated in the issue, and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 7: Removal of Auditors

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

“That Grant Thornton be removed as Auditors of the Company, subject to Section 329(1) of the Corporations Act.”

RESOLUTION 8: Appointment of Auditors

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

“That PKF Chartered Accountants be appointed Auditors of the Company.”

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NOTICE OF GENERAL MEETING

PROXIES

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

• each Shareholder has the right to appoint a proxy;

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

• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of the General Meeting as soon as possible and either:

• send the Proxy Form by facsimile to Computershare Investor Services Pty Ltd on (+61 8) 9323 2033; or

• post the Proxy Form to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001; or

• deliver the Proxy Form to the registered office of the Company at Suite 4, Level 2, 7 Havelock Street, West Perth WA 6005.

Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the General Meeting.

Dated this 11 February 2008

On behalf of the Board

==> picture [76 x 38] intentionally omitted <==

Angela Dent Director

If you wish to discuss any aspects of this document with the Company, contact the Company Secretary, Ingrid Laudzevics on telephone +61 8 9485 0140.

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EXPLANATORY STATEMENT

EXPLANATORY STATEMENT TO SHAREHOLDERS

ENVIROGOLD LIMITED

ACN 008 031 034

This Statement sets out information about the Resolutions to be considered by the Shareholders at the General Meeting. A short explanation of each Resolution is set out below. Defined terms used in this Statement are set out in Section 3.

1. INTRODUCTION

1.1 General

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at Tuesday 18 March 2008 at Radisson Plaza Hotel, 27 O’Connell Street, Sydney, NSW, 2000 at 10.30 am.

The purpose of this Explanatory Memorandum is to provide information the Board of Directors believes is material to Shareholders in relation to the resolutions set out in the Notice of General Meeting. The Explanatory Memorandum explains the resolutions and identifies the Directors’ reasons for putting them to Shareholders.

2. RESOLUTIONS

2.1 Resolution 1 – Issue of Options to Mr James Tyers

The Company proposes to issue to Mr James Tyers Options over Ordinary Shares in the Company as follows:

# Options	Vesting Date	Expiry Date	Exercise Price
500,000	31 December 2009	31 December 2010	$0.25

Vesting will only occur on the above date if Mr Tyers is continuously employed by the Company until that date.

The success of the Company and its Shareholders depends greatly on the people employed by the Company. To maintain and improve performance, the Company has an ongoing need to attract, motivate and retain an excellent and dedicated management team and key employees.

Resolution 2 – Issue of Options to Mr James Tyers

The Company proposes to issue to Mr James Tyers Options over Ordinary Shares in the Company as follows:

# Options	Vesting Date	Expiry Date	Exercise Price
500,000	31 December 2010	31 December 2011	$0.25

Vesting will only occur on the above date if Mr Tyers is continuously employed by the Company until that date.

The success of the Company and its Shareholders depends greatly on the people employed by the Company. To maintain and improve performance, the Company has an ongoing need to attract, motivate and retain an excellent and dedicated management team and key employees.

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EXPLANATORY STATEMENT

Resolution 3 – Issue of Options to Ms Angela Dent

The Company proposes to issue to Ms Angela Dent Options over Ordinary Shares in the Company as follows:

# Options	Vesting Date	Expiry Date	Exercise Price
500,000	31 December 2008	31 December 2009	$0.25

Vesting will occur if Ms Dent has been continuously employed by the Company from her commencement date until the vesting date.

Resolution 4 – Issue of Options to Ms Angela Dent

The Company proposes to issue to Ms Angela Dent Options over Ordinary Shares in the Company as follows:

# Options	Vesting Date	Expiry Date	Exercise Price
500,000	31 December 2009	31 December 2010	$0.25

Vesting will occur if Ms Dent has been continuously employed by the Company from her commencement date until the vesting date.

The Options proposed to be issued pursuant to Resolutions 1 to 4 require Shareholder approval pursuant to the Corporations Act and the ASX Listing Rules as detailed in Section 2.1.1 of this Explanatory Statement.

Resolution 5 – Ratification of Issue of Options

The Company has issued the following Options over Ordinary Shares to key consultants to the Company, and seeks ratification of their issue for the purposes of ASX Listing Rule 7.4:

# Options	Vesting Date	Expiry Date
916,666	31 December 2008	31 December 2009
1,666,667	31 December 2009	31 December 2010
1,666,667	31 December 2010	31 December 2011

The Options were issued to assist in the employment and retention of suitably qualified and experienced personnel for the development of the Las Lagunas Project and the Company’s business opportunities .

Resolution 6 – Ratification of Issue of Shares

The company issued 300,000 shares to RM Capital Pty Ltd or its nominees, in payment for work done, and seeks ratification of their issue for the purposes of Listing Rule 7.4.

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EXPLANATORY STATEMENT

2.1.1 Regulatory Requirements

Corporations Act

Resolution 1

Mr James Tyers is deemed a related party under section 228(2) of the Corporations Act. Accordingly, Resolution 1 seeks Shareholder approval for the issue of the Options, pursuant to section 208(1)(a) of the Corporations Act.

The following information is provided to Shareholders in accordance with Section 219 of the Corporations Act to help members assess the merits of Resolution 1:

• (a) The financial benefit to be given is the issue of a total of 500,000 Options to acquire Shares in the Company exercisable at $0.25 on 31 December 2010 and vesting on 31 December 2009.

• (b) The related party to whom the proposed resolutions would permit the financial benefits to be given is Mr James Tyers, a Director of the Company.

• (c) The quantum of the financial benefit will depend in part on the price at which the Shares trade on the ASX. However, based on the exercise price of $0.25 and the share price of the Company’s Shares on the ASX on 8 January 2007 of $0.16 per Share, the value of the Options, based on their intrinsic value at the date of the Notice of Meeting, has been assessed at $0.0474. More detailed commentary on the value of the Options is set out below.

• (d) The Directors, other than James Tyers, recommend that Shareholders approve the issue of these Options.

• (e) The Directors, other than James Tyers, have no interest in the issue of these Options.

• (f) Mr Tyers has a direct interest in the outcome of the Resolution as he is the proposed recipient of the Options referred under the Resolution.

• (g) The terms of the Options proposed to be issued pursuant to the Resolution are detailed in

• Annexure A of this Explanatory Statement.

• (h) Other than the material set out in this Explanatory Statement, the Directors are not aware of any other information which members of the Company would reasonably require in order to decide whether or not it is the Company’s interest to pass the Resolution.

Resolution 2

Mr James Tyers is deemed a related party under section 228(2) of the Corporations Act. Accordingly, Resolution 1 seeks Shareholder approval, for the issue of the Options, pursuant to section 208(1)(a) of the Corporations Act.

The following information is provided to Shareholders in accordance with Section 219 of the Corporations Act to help members assess the merits of Resolution 2:

• (a) The financial benefit to be given is the issue of a total of 500,000 Options to acquire Shares in the Company exercisable at $0.25 on 31 December 2011 and vesting on 31 December 2010.

• (b) The related party to whom the proposed resolutions would permit the financial benefits to be given is Mr James Tyers, a Director of the Company.

• (c) The quantum of the financial benefit will depend in part on the price at which the Shares trade on the ASX. However, based on the exercise price of $0.25 and the share price of the Company’s Shares on the ASX on 8 January 2007 of $0.16 per Share, the value of the Options, based on their intrinsic value at the date of the Notice of Meeting, has been assessed at $0.0638. More detailed commentary on the value of the Options is set out below.

• (d) The Directors, other than James Tyers, recommend that Shareholders approve the issue of these Options.

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EXPLANATORY STATEMENT

• (e) The Directors, other than James Tyers, have no interest in the issue of these Options.

• (f) Mr Tyers has a direct interest in the outcome of the Resolution as he is the proposed recipient of the Options referred under the Resolution.

• (g) The terms of the Options proposed to be issued pursuant to the Resolution are detailed in Annexure B of this Explanatory Statement.

• (h) Other than the material set out in this Explanatory Statement, the Directors are not aware of any other information which members of the Company would reasonably require in order to decide whether or not it is the Company’s interest to pass the Resolution.

Resolution 3

Ms Angela Dent is deemed a related party under section 228(2) of the Corporations Act. Accordingly, Resolutions 2 seeks Shareholder approval, for the issue of the Options, pursuant to section 208(1)(a) of the Corporations Act:

The following information is provided to Shareholders in accordance with Section 219 of the Corporations Act to help members assess the merits of Resolution 3:

• (a) The financial benefit to be given is the issue of a total of 500,000 Options to acquire Shares in the Company exercisable at $0.25 on 31 December 2009 and vesting on 31 December 2008.

• (b) The related party to whom the proposed resolutions would permit the financial benefits to be given is Ms Angela Dent, a Director of the Company.

• (c) The quantum of the financial benefit will depend in part on the price at which the Shares trade on the ASX. However, based on the exercise price of $0.25 and the share price of the Company’s Shares on the ASX on 8 January 2007 of $0.16 per Share, the value of the Options, based on their intrinsic value at the date of the Notice of Meeting, has been assessed at $0.0353. More detailed commentary on the value of the Options is set out below.

• (d) The Directors, other than Angela Dent, recommend that Shareholders approve the issue of these Options.

• (e) The Directors, other than Angela Dent, have no interest in the issue of these Options.

• (f) Ms Dent has a direct interest in the outcome of the Resolution as she is the proposed recipient of the Options referred under the Resolution.

• (g) The terms of the Options proposed to be issued pursuant to the Resolution are detailed in

• Annexure C of this Explanatory Statement.

• (h) Other than the material set out in this Explanatory Statement, the Directors are not aware of any other information which members of the Company would reasonably require in order to decide whether or not it is the Company’s interest to pass the Resolution.

Resolution 4

Ms Angela Dent is deemed a related party under section 228(2) of the Corporations Act. Accordingly, Resolutions 2 seeks Shareholder approval, for the issue of the Options, pursuant to section 208(1)(a) of the Corporations Act:

The following information is provided to Shareholders in accordance with Section 219 of the Corporations Act to help members assess the merits of Resolution 4:

• (a) The financial benefit to be given is the issue of a total of 500,000 Options to acquire Shares in the Company exercisable at $0.25 on 31 December 2010 and vesting on 31 December 2009.

• (b) The related party to whom the proposed resolutions would permit the financial benefits to be given is Ms Angela Dent, a Director of the Company.

• (c) The quantum of the financial benefit will depend in part on the price at which the Shares trade on the ASX. However, based on the exercise price of $0.25 and the share price of

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EXPLANATORY STATEMENT

the Company’s Shares on the ASX on 8 January 2007 of $0.16 per Share, the value of the Options, based on their intrinsic value at the date of the Notice of Meeting, has been assessed at $0.0474. More detailed commentary on the value of the Options is set out below.

• (d) The Directors, other than Angela Dent, recommend that Shareholders approve the issue of these Options.

• (e) The Directors, other than Angela Dent, have no interest in the issue of these Options.

• (f) Ms Dent has a direct interest in the outcome of the Resolution as she is the proposed recipient of the Options referred under the Resolution.

• (g) The terms of the Options proposed to be issued pursuant to the Resolution are detailed in Annexure A of this Explanatory Statement.

• (h) Other than the material set out in this Explanatory Statement, the Directors are not aware of any other information which members of the Company would reasonably require in order to decide whether or not it is the Company’s interest to pass the Resolution.

ASX Listing Rules

Resolutions 1-4

Chapter 10

Listing Rule 7.1 requires entities to obtain shareholder approval for an increase in capital of greater than 15% in 12 months unless an exception within Listing Rule 7.2 applies. Listing Rule 7.1 approval is not required for Resolutions 1-4 as approval under Listing Rule 10.11 is being sought.

Listing Rule 7.2 exception 14 includes securities issued with the approval of holders of ordinary securities under Listing Rule 10.11. Listing Rule 10.11 provides that a company must not issue equity securities to a related party without the approval of the holders of ordinary securities. The term “related party” for the purposes of this ASX Listing Rule is as defined within the meaning of section 228 of the Corporations Act and includes directors of a public company. Mr Tyers and Ms Dent are Directors of the Company. Approval is therefore sought under Resolutions 1 and 2 for the purposes of fulfilling the requirements of ASX Listing Rule 10.11.

The following additional information is provided to Shareholders in accordance with ASX Listing Rules 10.13 and 10.15 to help members assess the merits of the Resolutions:

• (a) A total of 500,000 Options to acquire Shares in the Company exercisable at $0.25 on 31 December 2010 and vesting on 31 December 2009 subject to continued employment are proposed to be issued to Mr Tyers no later than one month, or such later date to the extent permitted by an ASX waiver of the Listing Rules, from the date of the General Meeting (Resolution 1).

• (b) A total of 500,000 Options to acquire Shares in the Company exercisable at $0.25 on 31 December 2011 and vesting on 31 December 2010 subject to continued employment are proposed to be issued to Mr Tyers no later than one month, or such later date to the extent permitted by an ASX waiver of the Listing Rules, from the date of the General Meeting (Resolution 2).

• (c) A total of 500,000 Options to acquire Shares in the Company exercisable at $0.25 on 31 December 2009 and vesting on 31 December 2008 subject to continued employment and are proposed to be issued to Ms Dent no later than one month, or such later date to the extent permitted by an ASX waiver of the Listing Rules, from the date of the General Meeting (Resolution 3)

• (d) A total of 500,000 Options to acquire Shares in the Company exercisable at $0.25 on 31 December 2010 and vesting on 31 December 2009 subject to continued employment are proposed to be issued to Ms Dent no later than one month, or such later date to the extent permitted by an ASX waiver of the Listing Rules, from the date of the General Meeting (Resolution 4)

• (e) The Options will be issued no later than one month, or such later date to the extent permitted by an ASX waiver of the Listing Rules, after the date of the Meeting.

• (f) The Options are to be granted free, that is, no funds will be raised from the issue of the Options.

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EXPLANATORY STATEMENT

• (g) The relevant notice is required to include a voting exclusion statement which is included in the attached Notice of Meeting.

Resolution 5

Chapter 7

Pursuant to Listing Rule 7.4, where a company in general meeting ratifies a previous issue of securities which was made without approval under Listing Rule 7.1 and the previous issue did not breach Listing Rule 7.1, those securities shall be deemed to have been made with Shareholder approval for the purposes of ASX Listing Rule 7.1.

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• a) The number of securities issued was 4,250,000 Options.

• b) The Options were allotted and issued to Peter Symons and Wayne Selleck as part of their remuneration.

• c) The Options are exercisable at 25 cents each, with exercise and vesting dates as detailed in Section 2.1

• d) No funds were raised from the issue of the Options;

• e) An appropriate voting exclusion statement is included in the Notice.

Resolution 6

Chapter 7

Pursuant to Listing Rule 7.4, where a company in general meeting ratifies a previous issue of securities which was made without approval under Listing Rule 7.1 and the previous issue did not breach Listing Rule 7.1, those securities shall be deemed to have been made with Shareholder approval for the purposes of ASX Listing Rule 7.1.

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• a) The number of securities issued was 300,000 Shares.

• b) The Shares were allotted and issued to RM Capital Pty Ltd and Goldenwire Investments Pty Ltd.

• c) The Shares were issued in lieu of fees for work done at a price of 10 cents per share.

• d) No funds were raised from the issue of the Shares;

• e) An appropriate voting exclusion statement is included in the Notice.

2.1.2 Share price and Value of the Options

Value of options

Based on the share price of the Company’s Shares on the ASX on 8 January 2007 of $0.16 per Share and the exercise price of the Options ($0.25), the value of the Options based on their intrinsic value has been assessed at $0.0353 (Resolution 3), $0.0474 (Resolution 1 and 4) and $0.0638 (Resolution 2).

However, it can be argued that options have a value which can be assessed using various theoretical valuation methodologies. These theoretical models are designed to allow for the intrinsic value, the time value of money and the volatility of the share price movement. The valuation method used is the Binomial option valuation model.

The Binomial option Method

In accordance with a policy requirement of ASIC, the Company notes that it attributes a value of $0.0474 per Option to be issued under Resolution 1, a value of $0.0638 per Option to be issued under Resolution 2, a value of $0.0353 per Option to be issued under Resolution 3 and a value of

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EXPLANATORY STATEMENT

$0.0474 per Option to be issued under Resolution 4. This value, which was provided to the Company by an independent firm of corporate advisors, Stanton Partners Corporate Pty Ltd, was arrived at using the Binomial option valuation method. This value would equate to a total value of approximately $47,400 in respect of the 1,000,000 Options to be issued pursuant to Resolution 1 and 4, of approximately $31,900 in respect of the 500,000 Options to be issued pursuant to Resolution 2 and approximately $17,650 in respect of the 500,000 Options to be issued pursuant to Resolution 3.

The calculation for Resolution 1 and 4 is based on the following inputs and assumptions:

• Share Price – $0.16.

• Exercise price - $0.25.

• Risk free interest rate – 6.3%

• Volatility factor of 75% (based on the last three months trading history).

• • Discount rate – 20%

• Expiry date of 31 December 2010

The calculation for Resolution 2 is based on the following inputs and assumptions:

• Share Price – $0.16

• Exercise price - $0.25.

• Risk free interest rate – 6.3%

• Volatility factor of 75% (based on the last three months trading history).

• Discount rate – 20%

• Expiry date of 31 December 2011

The calculation for Resolution 3 is based on the following inputs and assumptions:

• Share Price – $0.16.

• Exercise price - $0.25

• Risk free interest rate – 6.3%

• Volatility factor of 75% (based on the last three months trading history).

• Expiry date of 31 December 2009

In deriving the valuation the Binomial option valuation model relies upon the following assumptions:

• that the Options are American call options;

• there are no transaction costs, options and shares are infinitely divisible, and information is available to all without cost;

• short selling is allowed without restriction or penalty;

• the risk free rate of interest is known and constant throughout the duration of the option contract;

• the underlying shares do not pay a dividend; and

• share prices behave in a manner consistent with a random walk in continuous time.

Any change in the variables applied in the Binomial model prior to the date the Options are granted would have an impact on their value.

The Options proposed to be issued will only have value if, on the date that the Options are exercised, the market price of the Company’s shares exceeds the exercise price of the Options. In these circumstances, recipients of the Options will obtain a financial benefit equivalent to the difference between the market value and exercise price.

Dilution Effect

The issue of 1,000,000 Options proposed to be issued under Resolutions 1 and 4, 500,000 Options proposed to be issued under Resolution 2 and 500,000 Options proposed to be issued under Resolution 3, will have a diluting effect on the value of Existing Shareholders holdings if the Options are exercised.

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EXPLANATORY STATEMENT

The dilution effect if all the proposed Options are issued under Resolutions 1 to 4 are exercised would amount to:

would amount to:
		Dilution Effect*
	# Options	Undiluted Shares on issue	Diluted Shares on issue
Resolution 1 500,000 0.25% 0.15% Resolution 2 500,000 0.25% 0.15% Resolution 3 500,000 0.25% 0.15% Resolution 4 500,000 0.25% 0.15%

• Based on the Company’s issued share capital as at the last practicable date before printing this Notice of Meeting and assuming that all Share and Option issues under the Resolutions proposed in this Notice of Meeting are approved.

2.2 Other Information

2.2.1 Proposed Capital Structure on Completion of the Resolutions

The proposed capital structure of the Company on completion of Resolutions 1 to 6 is as follows:

Description	Resolution	Number of Shares	Number of Options
Existing Shares Listed Options Exercisable at $0.25 on or before 31/12/09 Unlisted Options Exercisable at $0.25 between 31/12/08 and 31/12/09 Exercisable at $0.25 between 31/12/09 and 31/12/10 Exercisable at $0.25 between 31/12/10 and 31/12/11 Proposed Security Issues Issue of Options exercisable at $0.25 between 31/12/09 and 31/12/10 Exercisable at $0.25 between 31/12/10 and 31/12/11 Exercisable at $0.25 between 31/12/08 and 31/12/09*	200,629,742 94,999,996 7,166,664 2,166,668 2,166,668 Resolution 1 & 4 1,000,000 Resolution 2 500,000 Resolution 3 500,000
	200,629,742 108,499,996

• exercisable at $0.25 after continuous employment with the Company up to the vesting date.

2.2.2 Directors’ Interests

Remuneration

James Tyers was appointed Director of EnviroGold Limited on 10 December 2004. Employment Agreement details are as follows:

• Term of 4 years from 1 January 2007 to 31 December 2010;

• • Remuneration of $245,250 per annum reviewed annually in December;

• Bonus payment to be considered annually in December;

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EXPLANATORY STATEMENT

• Annual increase and bonus dependent on employee performance against KPI’s and financial performance of the Group;

• Termination notice required is 3 months by the employee, 1 month by the Company; and

• No termination benefits are payable unless the Company terminates the agreement without cause, in which case the Company is required to pay out the remaining term of the contract to a maximum of 2 years.

Angela Dent receives $35,000 per annum as a non-executive director. She was the EnviroGold Limited’s Company Secretary from 23 April 2004 until 9 October 2007 and acted as the Company’s Chief Financial Officer until 7 January 2008.

Options previously granted to Ms Dent were not allotted to her as she became a Director before the allotment was made and therefore shareholder approval was required.

Interests in Shares and Options of the Company

• Mr Tyers had an interest in 150,500 Shares and 3,000,000 Options in the Company as at the last practicable date before printing this Notice of Meeting.

• Mr Tyers will have interests in 150,500 Shares and 4,000,000 Options in the Company in the proposed capital structure of the Company on completion of the Resolutions.

• Ms Dent had an interest in 963,866 Shares and nil Options in the Company as at the last practicable date before printing this Notice of Meeting.

• Ms Dent will have interests in 963,866 Shares and 1,000,000 Options in the Company in the proposed capital structure of the Company on completion of the Resolutions.

2.2.3 Action to be Taken by Shareholders

Attached to the Notice of Meeting accompanying this Explanatory Statement is a proxy form for the use of Shareholders. All Shareholders are invited and encouraged to attend the General Meeting or, if they are unable to attend in person and are eligible to vote, to complete, sign and return the proxy form to the Company in accordance with the instructions contained in the proxy form and the Notice of Meeting.

Should any Shareholder be in doubt as to how they should vote on these Resolutions and/or as to how the Resolutions may affect them, they should seek advice from their accountant, solicitor or other professional adviser as soon as possible. Queries as to the lodgement of proxies and other formalities in relation to the General Meeting should be directed to the Company Secretary, Ingrid Laudzevics on telephone: +61 8 9485 0140.

2.2.4 Share Price History

The trading history of the Company’s shares over the last four months is as follows:

	Low	High	Close
October 2007	$0.170	$0.205	$0.200
November 2007	$0.170	$0.230	$0.180
December 2007	$0.155	$0.175	$0.155
January 2008	$0.155	$0.160	$0.155

The closing share price of the Company on 8 January 2008 was $0.16.

2.2.5 ASIC’s and ASX’s Roles

The fact that the accompanying Notice of Meeting, this Explanatory Statement and other relevant documentation has been received by ASX and ASIC is not to be taken as an indication of the

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EXPLANATORY STATEMENT

merits of the Resolutions. ASIC, ASX and their respective officers take no responsibility for any decision an Existing Shareholder may make in reliance on any of this documentation.

RESOLUTION 7

In accordance with Section 329(1A), shareholder Moonstar Investments Pty Ltd has requested by letter, Appendix D, the removal of Grant Thornton as Auditors of the Company and that PKF Chartered Accountants be appointed as Auditors of the Company.

3. DEFINITIONS

In this Explanatory Statement:

General Meeting is the meeting of the Shareholders convened for the purposes of considering the Resolutions contained in the Notice of General Meeting.

ASIC is the Australian Securities and Investments Commission.

ASX is Australian Stock Exchange Limited ACN 008 624 691.

Board is the Board of Directors of the Company.

Company is EnviroGold Limited ACN 008 031 034.

Corporations Act is the Corporations Act 2001 (Cth).

Director is a director of the Company.

EnviroGold is EnviroGold Limited ACN 008 031 034.

Explanatory Statement is the explanatory statement accompanying the Notice of General Meeting.

Listing Rules is the Listing Rules of the ASX.

Notice of General Meeting is the notice convening the General Meeting accompanying this Explanatory Statement.

Option is an Option to acquire an Ordinary Share in the Company exercisable at $0.25 each and subject to the terms and conditions attached as Appendix A, B and C.

Ordinary Share is a fully paid ordinary Share in the Company.

Proxy Form is the form of proxy accompanying this Notice of Meeting.

Related Party is a party so defined by section 228 of the Corporations Act.

Resolution is a resolution proposed to be passed at the General Meeting and contained in the Notice of General Meeting.

Section is a section of this Explanatory Statement.

Share is a fully paid ordinary share in the Company.

Shareholder is a person entered in the Company’s register as a holder of a Share.

Shareholder Approval is in relation to a Resolution approval of the shareholders of the Company in General Meeting in accordance with the requirements of the Corporations Act and the Listing Rules applicable to the Resolution.

Statement is this Explanatory Statement to Shareholders of EnviroGold Limited.

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APPENDIX A

APPENDIX A

TERMS AND CONDITIONS OF OPTIONS

1. The Options are allotted under the terms of the EnviroGold Limited Directors, Officers, Employees and Other Eligible Persons Plan, vesting on 31 December 2009 subject to continued employment.

2. The Options shall expire 5.00pm WST on 31 December 2010.

3. The Options may only be exercised by notice in writing received at the registered office of the Company.

4. The Options may be exercised in whole or in part.

6. The Exercise Price for each Option shall be $0.25 payable in cash.

7. Where Options are capable of being exercised then the Option holder will be permitted to participate in any new pro-rata or bonus issue of securities of the Company on the prior exercise of these Options, in which case the Option holder will be afforded the period of at least 10 business days prior to and inclusive of the books closing date to determine entitlements to the issue to exercise the Options.

8. The Options do not confer on the holder any right to participate in dividends until shares are allotted pursuant to the exercise of the Options.

9. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of the Options or the Exercise Price, or both, shall be reconstructed (as appropriate) in the same manner as if the Options had been issued by a company whose shares were listed for quotation on ASX Limited.

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APPENDIX B

APPENDIX B

TERMS AND CONDITIONS OF OPTIONS

1. The Options are allotted under the terms of the EnviroGold Limited Directors, Officers, Employees and Other Eligible Persons Plan, vesting on 31 December 2010 subject to continued employment.

2. The Options shall expire 5.00pm WST on 31 December 2011.

3. The Options may only be exercised by notice in writing received at the registered office of the Company.

4. The Options may be exercised in whole or in part.

5. The Exercise Price for each Option shall be $0.25 payable in cash.

6. Where Options are capable of being exercised then the Option holder will be permitted to participate in any new pro-rata or bonus issue of securities of the Company on the prior exercise of these Options, in which case the Option holder will be afforded the period of at least 10 business days prior to and inclusive of the books closing date to determine entitlements to the issue to exercise the Options.

7. The Options do not confer on the holder any right to participate in dividends until shares are allotted pursuant to the exercise of the Options.

8. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of the Options or the Exercise Price, or both, shall be reconstructed (as appropriate) in the same manner as if the Options had been issued by a company whose shares were listed for quotation on ASX Limited.

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APPENDIX C

APPENDIX C

TERMS AND CONDITIONS OF OPTIONS

1. The Options are allotted under the terms of the EnviroGold Limited Directors, Officers, Employees and Other Eligible Persons Plan, vesting on 31 December 2008 subject to continued employment.

2. The Options shall expire 5.00pm WST on 31 December 2009.

3. The Options may only be exercised by notice in writing received at the registered office of the Company.

4. The Options may be exercised in whole or in part.

5. The Exercise Price for each Option shall be $0.25 payable in cash.

6. Where Options are capable of being exercised then the Option holder will be permitted to participate in any new pro-rata or bonus issue of securities of the Company on the prior exercise of these Options, in which case, the Option holder will be afforded the period of at least 10 business days prior to and inclusive of the books closing date to determine entitlements to the issue to exercise the Options.

7. The Options do not confer on the holder any right to participate in dividends until shares are allotted pursuant to the exercise of the Options.

8. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of the Options or the Exercise Price, or both, shall be reconstructed (as appropriate) in the same manner as if the Options had been issued by a company whose shares were listed for quotation on ASX Limited.

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APPENDIX D

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ENVIROGOLD LIMITED ABN 48 008 031 034

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TO LODGE A PROXY FORM:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile 61 8 9323 2033

000001 000 EVG MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

FOR ALL ENQUIRIES CALL:

(within Australia) 1330 557 010 (outside Australia) 61 3 9415 4000

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 10.30am (EST) ON SUNDAY 16 MARCH 2008

YOUR SECURITYHOLDER INFORMATION IS AVAILABLE ONLINE, SIMPLY VISIT: www.investorcentre.com\au

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LODGEMENT OF A PROXY FORM.This Form (and any Power of Attorney under which it is signed) must be received at an address given above no later than 48 hours before the commencement of the meeting at 10.30am (EST), Tuesday, 18 March 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.

EVG_PROXY_181320/000001/000001/i

ENVIROGOLD LIMITED ABN 48 008 031 034

==> picture [87 x 60] intentionally omitted <==

TO LODGE A PROXY FORM:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile 61 8 9323 2033

000002 000 EVGRM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

FOR ALL ENQUIRIES CALL:

(within Australia) 1330 557 010 (outside Australia) 61 3 9415 4000

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 10.30am (EST) ON SUNDAY 16 MARCH 2008

YOUR SECURITYHOLDER INFORMATION IS AVAILABLE ONLINE, SIMPLY VISIT: www.investorcentre.com\au

LODGEMENT OF A PROXY FORM.This Form (and any Power of Attorney under which it is signed) must be received at an address given above no later than 48 hours before the commencement of the meeting at 10.30am (EST), Tuesday, 18 March 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.

EVG_PROXY_181320/000002/000002/i

I/We being a member/s of EnviroGold Limited hereby appoint

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 General Meeting of EnviroGold Limited to be held at Radisson Plaza Hotel, 27 O'Connell Street, Sydney, New South Wales, 2000 on Tuesday, 18 March 2008 at 10.30am (EST) and at any adjournment of that meeting.

IMPORTANT: FOR RESOLUTIONS 1 TO 8 BELOW If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Resolutions 1 to 8 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those items and that votes cast by him, other than as 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 Meeting will not cast your votes on Resolutions 1 to 8 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

Resolution 1 Approval of Issue of Options to a Director, James Tyers Resolution 2 Approval of Issue of Options to a Director, James Tyers Resolution 3 Approval of Issue of options to a Director, Angela Dent Resolution 4 Approval of Issue of Options to a Director, Angela Dent Resolution 5 Ratification of Issue of Options Resolution 6 Ratification of Issue of Shares Resolution 7 Removal of Auditors Resolution 8 Appointment of Auditors

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

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I ND

000002 000 EVGRM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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