PANTERRA GOLD LIMITED ACN 008 031 034

NOTICE OF GENERAL MEETING

General Meeting of Shareholders to be held in the Shang Room, Mezzanine Level, 3 Spring Street, Sydney NSW on 23 January 2013 at 10.30 am (AEDT)

If you are unable to attend the meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

PANTERRA GOLD LIMITED ACN 008 031 034

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of the Shareholders of PanTerra Gold Limited (“PanTerra Gold” or “the Company”) will be held at 10.30am on 23 January 2013 (AEDT) in the Shang Room, Mezzanine Level, 3 Spring Street, Sydney, NSW.

AGENDA

ORDINARY BUSINESS

Resolution 1: Ratification of Previous 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 approve and ratify the allotment and issue of 9,542,239 fully paid Ordinary Shares in the Company to Harold Machinery S.R.L., on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting .”

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by or on behalf of Harold Machinery S.R.L. and any of its associates.

However, the Company need not disregard a vote 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 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 Previous 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 approve and ratify the allotment and issue of 23,120,449 fully paid Ordinary Shares in the Company to HSBC Custody Nominees (Australia) Ltd as nominee for The Australian Special Opportunity Fund LP and 2,000,000 Options to The Australian Special Opportunity Fund LP, on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting .”

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by or on behalf of HSBC Custody Nominees (Australia) Ltd, The Australian Special Opportunity Fund LP, and any of their associates.

However, the Company need not disregard a vote 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 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: Ratification of Previous 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 approve and ratify the allotment and issue of 33,333,331 fully paid Ordinary Shares and 13,567,836 Options in the Company to sophisticated investors on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting .”

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by or on behalf of any person who participated in the issue and any associate of that person.

However, the Company need not disregard a vote 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 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: Ratification of Previous Issue of Options

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

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the allotment and issue of 16,571,429 Options in the Company to sophisticated investors on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting .”

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by or on behalf of any person who participated in the issue and any associate of that person.

However, the Company need not disregard a vote 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By Order of the Board

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Pamela Bardsley Company Secretary

17 December 2012

GENERAL NOTES

Attendance and Voting

The Company has determined, that pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of determining voting entitlements at this General Meeting (“GM”), that all the Shares of the Company recorded in the Company’s register at 10.30pm (AEDT), 21 January 2013, shall, be taken to be held by the persons registered as holding the Shares at that time.

Shareholders may vote by attending the GM in person or by proxy (see below).

Ordinary resolutions require the support of more than 50% of those Shareholders voting in person, by proxy, by representative or by attorney.

Every question arising at this GM will be decided in the first instance by a show of hands. A poll may be demanded in accordance with the Company’s Constitution. On a show of hands, every Shareholder who is present in person or by proxy, representative or attorney, will have one vote. Upon a poll, every person who is present in person or by proxy, representative or attorney, will have one vote for each Share held by that person.

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 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 not later than 48 hours before the time specified for the commencement of the GM.

Corporate Representatives

A corporate Shareholder wishing to appoint a person to act as its representative at the meeting may do so by providing that person with:

a letter executed in accordance with the Shareholder’s constitution and the Corporations Act authorizing that person as the corporate Shareholder’s representative at the meeting; or
a copy of the resolution appointing the person as the corporate Shareholder’s representative at the meeting, certified by the company secretary or Director of the corporate Shareholder.

Please bring this evidence of your appointment as corporate representative to the meeting.

PANTERRA GOLD LIMITED ACN 008 031 034

EXPLANATORY STATEMENT TO SHAREHOLDERS

This Statement sets out information about the items of business to be considered by the Shareholders at the General Meeting. The Statement is set out in the order of the items in the Notice of Meeting and should be read with the Notice.

1. RESOLUTION 1 – Ratification of Previous Issue of Shares

The Company has agreed to issue shares in payment of monthly invoices from Harold Machinery S.R.L., (“Harold”), the civil engineering contractor on its Las Lagunas gold project in the Dominican Republic. Between April and November 2012, the Company issued 8,607,737 Shares to Harold for a deemed issue price of 17.5 cents per Share, and 934,502 Shares issued for a deemed issue price of 20 cents per Share for a total of 9,542,239 Shares.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the 9,542,239 Shares issued to Harold between April and November 2012.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with Shareholder approval for the purposes of Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Regulatory Requirements – ASX Listing Rule 7.4

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 Shares issued was 9,542,239. b) 8,607,737 Shares were issued for a deemed issue price of 17.5 cents per Share and 934,502 Shares were issued for a deemed issue price of 20 cent 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 issued to Harold Machinery S.R.L. who is not a related party or associate of the Company.
e) The placement is in lieu of payment of invoices submitted by Harold Machinery S.R.L. f) An appropriate voting exclusion statement is included in the Notice of Meeting.

2. RESOLUTION 2 – Ratification of Previous Issue of Shares and Options

Subsequent to an agreement with Lind Partners announced on 16 July 2012, the Company issued 22,120,449 Shares to HSBC Custody Nominees (Australia) Ltd, the nominee of The Australian Special Opportunity Fund (“ASOF”) and 2,000,000 free attaching unlisted Options directly to ASOF. (Note: These Options have since been listed.) The Company also issued 1,000,000 Shares to the nominee at 15 cents per Share in payment of the commitment fee.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares and Options the subject of the placement.

Regulatory Requirements – ASX Listing Rule 7.4

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 Shares issued was 23,120,449. The number of Options issued was 2,000,000
b) (i) The Shares were issued in the following tranches:
1,000,000 for 15 cents per Share
7,194,245 for 13.9 cents per Share
7,407,407 for 13.5 cents per Share
7,518,797 for 13.3 cent per Share*
NOTE:* Of this number, 2,500,000 Shares were issued as collateral Shares on 16 July 2012 on the signing of the Share Purchase Agreement (“SPA”). The final tranche totaled 7,518,797 Shares, however under the terms of the SPA, only 5,018,797 Shares were issued on 16 October 2012 as the collateral Shares previously issued were set off against the final tranche number.
(ii) The Options were issued for Nil consideration at an exercise price of 17.5 cents each.
c) The Shares allotted and issued rank equally in all respects with all of the existing Shares on issue. The Options were issued on the terms set out in Appendix A to this Explanatory Statement.
d) The Shares were issued to HSBC Custody Nominees (Australia) Ltd, as nominee of The Australian Special Opportunity Fund LP, and the Options were issued to directly The Australian Special Opportunity Fund LP., neither of whom are related parties or associates of the Company.
e) The funds raised are being used as working capital. f) An appropriate voting exclusion statement is included in the Notice of Meeting.

3. RESOLUTION 3 – Ratification of Previous Issue of Shares and Options

On 12 November 2012, the Company announced a placement of 33,333,331 Shares at 15 cents each to sophisticated investors with one free attaching listed Option issued for every two Shares in the placement.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares and Options the subject of the placement.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 13,567,836 of the Options issued. The balance cannot be ratified due to the Company having inadvertently breached its 15% capacity by incorrectly taking into account in the capacity calculation under Listing Rule 7.1, 17.5 million options that were previously approved by Shareholders in 2010, but have not yet been converted. These options should not have been counted when determining the 15% capacity. Optionholders are not affected in any way by this over issue. All Options remain valid and may be traded as and when required by Optionholders.

Regulatory Requirements – ASX Listing Rule 7.4

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 Shares issued was 33,333,331. The number of Options issued for Nil consideration was 13,567,836.
b) The Shares were issued for 15 cents each. The Options were issued for Nil consideration at an exercise price of 17.5 cents each.
c) The Shares allotted and issued rank equally in all respects with all of the existing Shares on issue. The Options were issued on the terms set out in Appendix A to this Explanatory Statement.
d) The Shares and Options were issued to sophisticated investors, none of whom are related parties or associates of the Company.
e) The funds raised are being used as working capital. f) An appropriate voting exclusion statement is included in the Notice of Meeting.

4. RESOLUTION 4 – Ratification of Previous Issue of Options

On 16 July 2012, the Company announced the finalisation of arrangements to issue unsecured Loan Notes to nominees of existing Shareholders, all being sophisticated investors. The Notes were issued with a coupon rate of 10% pa paid monthly, maturing on 31 December 2014 and incorporated unlisted Options (which have subsequently been listed) to the value of the Notes.

Regulatory Requirements – ASX Listing Rule 7.4

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 Options issued was 16,571,429.
b) The Options were issued for Nil consideration at an exercise price of 17.5 cents each.
c) The Options were issued on the terms set out in Appendix A to this Explanatory Statement. d) The Options were issued to nominees of existing Shareholders being sophisticated investors, none of whom are related parties or associates of the Company.
e) The funds raised are being used as working capital.
f) An appropriate voting exclusion statement is included in the Notice of Meeting.

APPENDIX A

Terms and Conditions of Listed Options Expiring 31 December 2014

1.	Each Option will entitle the holder to acquire one fully paid ordinary Share in
	the Company.
2.	The Options may be exercised at any time on or before 31 December 2014.
	The Options will lapse at 5.00pm EST on 31 December 2014.
3.	The Options may only be exercised by notice in writing received at the
	registered office of the Company (Exercise Notice).
4.	The Options may be exercised in whole or in part.
5.	The amount payable on the exercise of the Options will be 17.5 cents for
	each Option exercised.
6.	The Company will within 5 Business Days of the receipt by it of an Exercise
	Notice from the Option holder and payment of an amount equal to the
	Option exercise price multiplied by the number of Options being exercised:
	(a) issue the relevant number of Shares to the Option holder, and
	(b) provide the Option holder a holding statement for the relevant number
	of Shares.
7.	The Company will (within 3 Business Days of the Option holder having
	exercised any Options or earlier if required by the ASX Listing Rules) apply
	for official quotation on ASX of the Shares issued pursuant to an exercise
	of Options.
8.	At the time any Shares are issued upon the exercise of an Option, the
	Company will promptly lodge a notice to the ASX under section 708A(5)(e)
	of the Corporations Act such that the Shares may be freely traded.
9.	Any Shares issued to an Option holder as a result of the exercise of an
	Option will rank pari passu in all respects with all other Shares then on
	issue. Shares issued upon the exercise of Options will only carry an
	entitlement to receive a dividend if they were issued before the record date
	for that dividend.
10.	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.
11.	If prior to an exercise of an Option, there is a pro rata issue (except a bonus
	issue) of Shares, options or other securities of the Company, the exercise
	price of the Options on issue will be reduced as specified in the ASX Listing
	Rules in relation to pro-rata issues.
12.	If there is a bonus issue to holders of Shares, the number of Shares over
	which an outstanding Option is exercisable will be increased by the number
	of Shares which the holder of the Option would have received if the Option
	had been exercised before the record date for the bonus issue.
13.	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.
14.	In the event of any reorganisation (including consolidation, subdivision,
	reduction or return) of the issued capital of the Company, the rights of the
	Option holder will be changed to the extent necessary to comply with the
	ASX Listing Rules applying to a reorganisation of capital at the time of the
	reorganisation.

ABN 48 008 031 034

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Lodge your vote:

By Mail:

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

T 000001 000 PGI 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

 For your vote to be effective it must be received by 10.30am (AEDT) on Monday, 21 January 2013

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. Delete titles as applicable.

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



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/i

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

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

I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Panterra Gold Limited hereby appoint

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the Chairman of the meeting

OR

 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 Panterra Gold Limited to be held at the Shang Room, Mezzanine Level, 3 Spring Street, Sydney NSW on Wednesday, 23 January 2013 at 10.30 am (AEDT) and at any adjournment of that meeting.

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

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For Against Abstain
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1 Ratification of Previous issue of Shares to Harold Machinery S.R.L.
2 Ratification of Previous Issue of Shares and Options
3 Ratification of Previous Issue of Shares and Options to Sophisticated Investors
4 Ratification of Previous Issue of Options to Sophisticated Investors

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

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

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

9 9 9 9 9 9 A

AI assistant

ANTILLES GOLD LIMITED — Proxy Solicitation & Information Statement 2012

64277_rns_2012-12-20_11171a08-1944-47a6-8f82-044452e2596e.pdf

PANTERRA GOLD LIMITED ACN 008 031 034

NOTICE OF GENERAL MEETING

NOTICE OF GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Resolution 1: Ratification of Previous issue of Shares

Voting Exclusion Statement

Resolution 2: Ratification of Previous Issue of Shares and Options

Voting Exclusion Statement

Resolution 3: Ratification of Previous Issue of Shares and Options

Voting Exclusion Statement

Resolution 4: Ratification of Previous Issue of Options

Voting Exclusion Statement

By Order of the Board

GENERAL NOTES

Attendance and Voting

Proxies

Corporate Representatives

PANTERRA GOLD LIMITED ACN 008 031 034

EXPLANATORY STATEMENT TO SHAREHOLDERS

1. RESOLUTION 1 – Ratification of Previous Issue of Shares

Regulatory Requirements – ASX Listing Rule 7.4

2. RESOLUTION 2 – Ratification of Previous Issue of Shares and Options

Regulatory Requirements – ASX Listing Rule 7.4

3. RESOLUTION 3 – Ratification of Previous Issue of Shares and Options

Regulatory Requirements – ASX Listing Rule 7.4

4. RESOLUTION 4 – Ratification of Previous Issue of Options

Regulatory Requirements – ASX Listing Rule 7.4

APPENDIX A

Terms and Conditions of Listed Options Expiring 31 December 2014

Lodge your vote:

For all enquiries call:

Proxy Form

 For your vote to be effective it must be received by 10.30am (AEDT) on Monday, 21 January 2013

How to Vote on Items of Business

Appointment of Proxy

A proxy need not be a securityholder of the Company.

Signing Instructions

Attending the Meeting

www.investorcentre.com

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Panterra Gold Limited hereby appoint

the Chairman of the meeting

OR

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

More from ANTILLES GOLD LIMITED

ANTILLES GOLD LIMITED Proxy Solicitation & Information Statement 2012