ANTILLES GOLD LIMITED — Proxy Solicitation & Information Statement 2009

Apr 16, 2009

NOTICE OF GENERAL MEETING

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 WEDNESDAY 13 MAY 2009 AT 10.30 AM 2nd FLOOR, 12 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 (within Australia) 1800 783 447 (outside Australia) 61 3 9473 2555

ENVIROGOLD LIMITED - 1 -

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: Wednesday, 13 May 2009 LOCATION: 2[nd] Floor, 12 O’Connell Street Sydney NSW 2000 TIME: 10.30am

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 and 2 as set out below.

RESOLUTION 1: Brian Johnson, or his associates, to take up to 20 million Shares in the distribution of any shortfall from the current Entitlements Issue

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, for Brian Johnson (Director), or his associates, to take up to 20 million Shares in the distribution of any shortfall from the current Entitlements Issue.

The issue of Shares 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 Brian Johnson 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: 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, Shareholders ratify the allotment and issue of 3,000,000 Ordinary Shares in the capital of the Company at an issue price of $0.03 cents each, details of which are set out in the Explanatory Statement accompanying this Notice.”

The Company will disregard any votes cast on this resolution by the persons who participated in the issue as detailed in the Explanatory Statement, 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.

ENVIROGOLD LIMITED - 2 -

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 fax number (within Australia) 1800 783 447 (outside Australia) 61 3 9473 2555; 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 9 April 2009

On behalf of the Board

==> picture [69 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 9486 4511.

ENVIROGOLD LIMITED - 3 -

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 the Resolutions are set out below. Defined terms used in this Statement are set out in Section 5.

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 on Wednesday, 13[th] May 2009 at 2[nd] Floor, 12 O’Connell Street, Sydney NSW 2000 at 10.30am.

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.

On 6 March 2009, the company announced to the ASX a 1 for 3 pro rata non-renounceable entitlements issue of Shares in the Company to shareholders to raise up to $1.98 million before costs. If any shareholders do not accept their whole entitlement, the number of unaccepted shares will form the Shortfall.

Pursuant to the exception contained in Exception 3 of the ASX Listing Rule 7.2, the directors, as part of the Offer, reserve the right to issue the Shortfall at their discretion within 3 months after the close of the Offer, at an issue price of not less than $0.03 for each share comprised in the Shortfall. The directors will exercise this discretion in consultation with and in accordance with the directions of Indian Ocean Capital Pty Ltd as Lead Manager to the Offer.

2. RESOLUTION 1 – Brian Johnson, or his associates, to take up to 20 million Shares in the distribution of any shortfall from the current Entitlements Issue

2.1 Regulatory Requirements

Corporations Act

Mr Brian Johnson is deemed a related party under section 228(2) of the Corporations Act. Accordingly, Resolution 1 seeks Shareholder approval for the issue of the Shares, 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 taken up is up to 20,000,000 Shares from the current entitlements issue at $0.03.

• (b) The related party to whom the proposed resolutions would permit the financial benefits to be taken up is Mr Brian Johnson, a Director of the Company.

• (c) The quantum of the financial benefit will depend in part on the total shares taken up, based on the issue price of $0.03 the quantum amount of the financial benefit paid may be up to $600,000.

ENVIROGOLD LIMITED - 4 -

EXPLANATORY STATEMENT

• (d) Mr Johnson currently holds the following securities in the Company:

Shares (held indirectly)	Listed Options	Shares on Issue	%
11,429,287	26,500,000	197,929,744	5.77

• (e) Assuming the shortfall offer will be fully subscribed, the number of Shares on issue will increase from 197,929,744 to 266,906,325. In the event that Mr Johnson takes up the full 20,000,000 shares of shortfall, Mr Johnson’s interest in the Company will increase from 5.77% to 11.77%.

Shares (held indirectly)	Listed Options	Shares on Issue	%
31,429,287	26,500,000	266,906,325	11.77

• (f) 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	Price
Highest Price	7 April 2008	$0.125
Lowest Price	23 March 2009	$0.027
Latest Price	8 April 2009	$0.033

• (g) The Directors, other than Brian Johnson, recommend that Shareholders approve the issue of Shares taken up.

• (h) Mr Johnson has a direct interest in the outcome of the Resolution as he is the proposed recipient of the Shares referred under the Resolution.

• (i) The Directors, other than Brian Johnson, have no interest in the issue of these Shares.

• (j) 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

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 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 Johnson is Director of the Company. Approval is therefore sought under Resolution 1 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 to help members assess the merits of the Resolution:

• (a) Up to 20,000,000 Shares at $0.03 in the distribution of any shortfall from the current Entitlements Issue Offer are proposed to be issued to Mr Brian Johnson, or his associates, 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

ENVIROGOLD LIMITED - 5 -

EXPLANATORY STATEMENT

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

• (c) The intended use of the funds raised is expenditure on the Las Lagunas Gold Tailings Project in the Dominican Republic and to provide additional working capital.

3. RESOLUTION 2 - Ratification of Issue of Shares

3.1 General

As announced in Offer Document to ASX on 6 March 2009, Indian Ocean Capital Pty Ltd (ACN 051 227 877) was appointed to act as Lead Manager to the Offer and was entitled to a fee of $20,000 (plus GST) and the allotment and issue of 3,000,000 shares.

3.2 Regulatory Requirements – ASX Listing Rule 7.4

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 3,000,000 Shares;

• b) The Shares were issued for $0.03 cents per Share;

• c) The Shares allotted and issued rank equally in all respects with all of the Existing Shares on issue;

• d) The Shares were allotted and issued to Indian Ocean Capital Pty Ltd (an unrelated party of the company)

• e) The funds raised are fee for Indian Ocean Capital Pty Ltd acting as Lead Manager to the Offer.

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

4 Other Information

4.1 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 lodgment of proxies and other formalities in relation to the General Meeting should be directed to the Company Secretary, Ingrid Laudzevics on telephone: +61 8 9486 4511.

4.2 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 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.

ENVIROGOLD LIMITED - 6 -

DEFINITIONS

5. DEFINITIONS

In this Explanatory Statement:

General Meeting is the meeting of the Shareholders convened for the purposes of considering the Resolution 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.

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.

ENVIROGOLD LIMITED - 7 -

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

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

Lodge your vote:

==> picture [16 x 12] intentionally omitted <==

By Mail:

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

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

Voting Form

==> picture [9 x 352] intentionally omitted <==

==> picture [16 x 11] intentionally omitted <==

For your vote to be effective it must be received by 10.30am (WST) Monday 11 May 2009

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.

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

Casting Your Vote Directly

Voting 100% of your holding: Mark either the For, Against or Abstain box opposite each item of business. Your vote will be invalid on an item if you do not mark any box OR you mark more than one box for 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 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.

Appointment of Proxy

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. 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.

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.

==> picture [14 x 12] intentionally omitted <==

Turn over to complete the form

A proxy need not be a securityholder of the Company.

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

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

==> picture [18 x 18] intentionally omitted <==

==> picture [157 x 38] intentionally omitted <==

----- Start of picture text -----

I9999999999
----- End of picture text -----

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND

==> picture [15 x 16] intentionally omitted <==

==> picture [21 x 22] intentionally omitted <==

Proxy Form

to indicate your directions

Please mark

==> picture [57 x 16] intentionally omitted <==

Appoint a Proxy to Vote on Your Behalf

XX

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

==> picture [16 x 12] intentionally omitted <==

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

==> picture [19 x 19] intentionally omitted <==

the Chairman of the Meeting[OR]

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 2nd Floor, 12 O'Connell Street, Sydney NSW 2000 on Wednesday, 13 May 2009 at 10.30am(WST) and at any adjournment of that meeting.

Important for Item 1: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 1 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 1 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 1 of business.

==> picture [19 x 18] intentionally omitted <==

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

==> picture [57 x 15] intentionally omitted <==

==> picture [16 x 12] intentionally omitted <==

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.

Items of Business

==> picture [88 x 23] intentionally omitted <==

Resolution 1 Brian Johnson, or his associates, to take up to 20 million Shares in the distribution of any shortfall from the current Entitlements Issue Resolution 2 Ratification of Issue of Shares

==> picture [83 x 49] intentionally omitted <==

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

==> picture [57 x 16] intentionally omitted <==

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

==> picture [504 x 77] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
----- End of picture text -----

==> picture [15 x 15] intentionally omitted <==

==> picture [97 x 17] intentionally omitted <==

==> picture [16 x 15] intentionally omitted <==

E V G

9 9 9 9 9 9 A