ANTILLES GOLD LIMITED — Proxy Solicitation & Information Statement 2010

Jul 8, 2010

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:10 August 2010

LOCATION:2[nd] Floor, 12 O’Connell Street, Sydney NSW 2000

TIME:10.30am

BUSINESS

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

RESOLUTION 1: Ratification of Issue of Shares and 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, Shareholders ratify the prior allotment and issue of 37,500,000 Ordinary Shares and 18,750,000 free attaching Options on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

The Company will disregard any votes cast on this resolution by Denman Investments Limited and Denman Income Limited 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.

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.

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 7 July 2010

On behalf of the Board

==> picture [109 x 53] intentionally omitted <==

Brian Johnson Executive Chairman

916CR_0_Sample_Proxy/000001/000002

EXPLANATORY STATEMENT TO SHAREHOLDERS ENVIROGOLD LIMITED

ACN 008 031 034

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 10 August 2010 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 resolution set out in the Notice of General Meeting. The Explanatory Memorandum explains the Resolution and identifies the Directors’ reasons for putting it to Shareholders.

RESOLUTION 1 - Ratification of Issue of Shares and Options

As announced to ASX on 21 May 2010, the Company placed 37.5 million shares at 8 cents per share and 18.75 million free attaching options in accordance with Australian Securities Exchange Listing Rule 7.1.

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.

Denman Investments Limited and Denman Income Limited are not related parties of the Company.

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 37,500,000 Shares. The number of Options issued was 18,750,000;

• b)The Shares were issued for $0.08 cents per Share. The Options were issued at no cost;

• c)The Shares allotted and issued rank equally in all respects with all of the existing Shares on issue; The Options issued have the terms and conditions set out in Appendix A to this Explanatory Statement;

• d)The Shares were issued to Denman Investments Limited;

• e)The Options were issued to Denman Income Limited;

• f) The funds raised are being used to advance a total of $US30 million to the Las Lagunas Gold Tailings Project in the Dominican Republic and the Company’s continuing exploration program on the Azuay Gold Project in Ecuador;

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

If you wish to discuss any aspects of this document with the Company, contact the Company Secretary, Pamela Bardsley on telephone +61 2 4801 0685.

APPENDIX A

TERMS AND CONDITIONS OF OPTIONS

1. Each Option will entitle the holder to acquire one fully paid ordinary Share in the Company.

2. 2.The Options may be exercised at any time on or before 31 December 2011. The Options will lapse at 5.00pm EST on 31 December 2011.

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

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

5. 5.The amount payable on the exercise of the Options will be 0.15 cents for each Option exercised.

6. 6.The Company shall in accordance with the Listing Rules make application to have Shares issued pursuant to an exercise of Options quoted on the ASX.

7. 7.There are no participating rights or entitlements inherent in the Options and the Option holder will not be entitled to participate in new issues of Shares offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of the proposed issue, notice of the new issue will be given to the Option holder at least seven business days before the record date. This will give the Option holder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

8. 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. 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.

916CR_0_Sample_Proxy/000001/000003/i

THIS PAGE IS LEFT INTENTIONALLY BLANK

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

Lodge your vote:

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

By Mail:

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

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

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

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

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

Proxy Form

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

For your vote to be effective it must be received by 10:30am (AEST), Sunday 8 August 2010

How to Vote on Items of Business

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

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.

A proxy need not be a securityholder of the Company.

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 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.

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.investorcentre.com under the information tab, "Downloadable Forms".

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.

Turn over to complete the form

==> picture [15 x 12] intentionally omitted <==

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

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

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 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 21] intentionally omitted <==

Proxy Form

Please mark

to indicate your directions

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

Appoint a Proxy to Vote on Your Behalf

XX

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

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

the Chairman of the meeting

OR

==> 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).

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 2[nd] Floor, 12 O'Connell Street, Sydney NSW 2000 on Tuesday 10 August 2010 at 10:30am and at any adjournment of that meeting.

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

Items of Business

==> picture [16 x 11] 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.

==> picture [87 x 23] intentionally omitted <==

1 Ratification of Issue of Shares and Options

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

==> picture [57 x 15] 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

1 1 7 8 5 3 A