ANTILLES GOLD LIMITED — Proxy Solicitation & Information Statement 2013

Sep 2, 2013

PANTERRA GOLD LIMITED ACN 008 031 034

NOTICE OF GENERAL MEETING

General Meeting of Shareholders to be held on 4 October 2013 2[nd] Floor, 3 Spring Street, Sydney NSW at 10.30 am (AEST)

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.

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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 4 October 2013 (AEST) 2nd Floor, 3 Spring Street, Sydney, NSW.

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – Ratification of Previous Issue of Shares and 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 prior allotment and issue of 22,222,222 fully paid Ordinary Shares and 12,000,000 unlisted Options in the Company to Central American Mezzanine Infrastructure 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 Resolution 1 by or on behalf of Central American Mezzanine Infrastructure Fund LP and 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.

2. RESOLUTION 2 – Ratification of Previous Issue of Unlisted 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 prior allotment and issue of 17,500,000 unlisted Options in the Company to Macquarie Bank Limited, Metals and Energy Capital Division 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 Resolution 2 by or on behalf of Macquarie Bank Limited and 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.

3. RESOLUTION 3 – Ratification of Previous Issue of Redeemable Convertible Preference Shares

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 prior allotment and issue of 50,000,000 unlisted convertible Redeemable Preference Shares in the Company to Central American Mezzanine Infrastructure 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 Resolution 3 by or on behalf of Central American Mezzanine Infrastructure Fund LP and 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.

By Order of the Board

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Pamela Bardsley Company Secretary

21 August 2013

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 5.00pm (AEST), 2 October 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:

1. 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

2. 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 and Options

On 31 May 2013, the Company issued 22,222,222 Ordinary Shares and 12,000,000 unlisted Options to Central American Mezzanine Infrastructure Fund LP (“CAMIF”) in accordance with the terms of a Subscription Agreement between the Company and CAMIF dated 24 May 2013.

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 securities issued was 22,222,222 Ordinary Shares and 12,000,000 unlisted Options.

• b) The Shares were issued for 9 cents each. The Options were issued for Nil consideration at an exercise price of 10.5 cents each.

• c) The Shares allotted and issued rank equally in all respects with all of the existing Shares on issue, except that they are subject to a 12 month voluntary lock up period to 31 May 2014. The Options were issued on the terms set out in Appendix A to this Explanatory Statement.

• d) The Shares and Options were issued to Central American Mezzanine Infrastructure Fund LP, which is not a related party or associate of the Company.

• e) The funds raised were used to fund planned plant upgrades at the Company’s Las Lagunas gold/silver project in the Dominican Republic.

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

2. RESOLUTION 2 – Ratification of Previous Issue of Unlisted Options

The Company issued 17,500,000 unlisted Options to Macquarie Bank Limited (“MBL”) on 3 July 2013, to replace the 17,500,000 unlisted Options exercisable on or before 15 October 2013, which were cancelled as a condition to the re-scheduling of loan repayments to MBL.

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 securities issued was 17,500,000 unlisted Options.

• b) The Options were issued for Nil consideration at an exercise price of 10.5 cents each.

• c) The Options were issued on the terms set out in Appendix B to this Explanatory Statement.

• d) The Options were issued to Macquarie Bank Limited, Metals and Energy Capital Division, which is not a related party or associate of the Company.

• e) The Options were issued as a condition to the re-scheduling of loan repayments by the Company to MBL. The funds raised from any exercise of Options may be 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 Redeemable Convertible Preference Shares

As announced to the ASX on 19 August 2013, the Company and Central American Mezzanine Infrastructure Fund LP (“CAMIF”) have entered into an Agreement on 16 August 2013 to issue 50,000,000 Redeemable Convertible Preference Shares (“Agreement”) at an issue price of US$0.20 per Share.

The material terms of the Redeemable Preference Shares are set out in Appendix C to this Explanatory Statement.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exemptions, issue or agree to issue during any 12 month period any equity securities if the number of those securities exceeds 15% of the number of ordinary shares 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. If the Redeemable Convertible Preference Shares are not ratified by shareholders under Listing Rule 7.4, they may only be converted into 50,000,000 Ordinary Shares in accordance with the terms of the Agreement.

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 securities issued was 50,000,000 Redeemable Convertible Preference Shares (“RPS”).

• (b) The RPS were issued at an issue price of US 20 cents each.

• (c) The RPS were issued to Central American Mezzanine Infrastructure Fund LP.

• (d) The RPS were issued on the terms set out in Appendix C to this Explanatory Statement.

• (e) The funds raised are being used for the purchase of additional critical spares for the Las Lagunas Project (“Project”); and process plant and equipment upgrade; funding for the Company’s exploration activities and potential acquisitions in the Dominican Republic, and working capital.

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

APPENDIX A

TERMS OF ISSUE OF UNLISTED OPTIONS EXERCISABLE ON OR BEFORE 31 DECEMBER 2015

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

2. The Options may be exercised at any time on or before 31 December 2015. The Options will lapse at 5.00pm AEST on 31 December 2015.

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. The Exercise Notice must specify the number of Options being exercised and the Option holder must pay to the Company the total applicable exercise price payable by the Option holder by electronic funds transfer.

5. The amount payable on the exercise of the Options will be 10.5 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:

7. (a) issue and allot one New Share for each Option exercised by the Option holder,

8. (b) (if applicable) issue a new holding statement for the balance of Options that remain unexercised and

9. (c) provide the Option holder a holding statement for the relevant number of Shares.

10. The Company will immediately on the issue of the Shares arising from the exercise of the Options apply for official quotation on ASX of those Shares.

11. At the time any Shares are issued upon the exercise of an Option, the Company will promptly (and within 2 Business Days) lodge a notice to the ASX under section 708A(5)(e) of the Corporations Act such that the Shares may be freely traded.

12. 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.

13. The Options are transferable by an Option holder in accordance with the Listing Rules

14. The Option holder will not be entitled to participate in new issues of Shares offered to shareholders during the currency of the Options without exercising 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.

15. If the Company makes a pro rata issue of Shares the Exercise Price for each Option will be adjusted in accordance with Listing Rule 6.22.2.

16. 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 and no change will be made to the exercise price.

17. 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 Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

APPENDIX B

TERMS OF ISSUE OF UNLISTED OPTIONS EXERCISABLE ON OR BEFORE 30 SEPTEMBER 2015

1. Each Option entitles the holder of an Option (an Optionholder) to the issue of one fully paid ordinary share in the capital of the Company (Share) upon exercise by notice in writing and payment of the exercise price prior to 5pm on the Option Expiry Date, during the exercise period.

2. An Optionholder may at any time exercise any one or more Options.

3. The exercise price of each Option is 10.5 cents (the Exercise Price).

4. The option expiry date is 30 September 2015 (the Option Expiry Date)

5. Notwithstanding any other provision of these terms and conditions, Options may only be exercised in tranches of not less than 100,000 Options except if the number of Options outstanding is less than 100,000.

6. The Options may be transferred at any time to a person who is a professional investor (as defined in section 9 of the Corporations Act) or a sophisticated investor pursuant to section 708(8) of the Corporations Act. Promptly following any transfer of the Options the transferor and the transferee will notify the Company of the transfer and (subject to the return of the certificate relating to the transferred Options) the Company will issue a new Options Certificate to the transferor and the transferee reflecting their respective holdings of Options.

7. Subject to paragraph 8, each option may be exercised at any time before 5pm (EST) on the Option Expiry Date upon the payment of the Exercise Price.

8. Options may be exercised by:

9. (a) Delivering to the Company the application for shares on exercise of options (Exercise Notice) duly executed by the Optionholder together with the Option Certificate specifying the number of Options being exercised and the number of Shares which by the terms of the Options are to be delivered on exercise of the Options (Relevant Number); and

10. (b) Either delivering to the Company an amount equal to the Exercise Price multiplied by the number of Options being exercised (the Settlement Price) or including in the Exercise Notice delivered to the Company a statement signed by the Lender that the United States Dollar equivalent amount of the Settlement Price (converted Australian Dollars at the spot rate for purchase of United States Dollars quoted by Macquarie Bank Limited at or about 11.00am (London time) on that day) will be set-off against the obligation of EnviroGold (Las Lagunas) Limited (the Borrower) to prepay or repay amounts outstanding under the Loan Facility Agreement dated 12 March 2010 between, among others, the Borrower, the Company and Macquarie Bank Limited (the Facility Agreement).

11. The Company must within 5 Business days of the receipt by it or the Borrower of the last of the documents and/or funds referred to above:

12. (a) Issue to the Optionholder the Relevant Number of Shares,

13. (b) Issue, or cause to be issued, to the Optionholder or its nominee a holding statement for the Relevant Number of Shares; and

14. (c) If applicable, issue a replacement Options Certificate to the Optionholder for the balance of any unexercised Options.

15. The Shares issued pursuant to the exercise of the Options will be issued as fully paid shares.

16. Until the Option Expiry Date, the Company will:

17. (a) Give the Optionholder notice of all general meetings of the Company and of all resolutions to be considered at those meetings at the same time the Shareholders of the Company are issued with notices; and

18. (b) Not do anything by way of altering its constitution or otherwise which has the effect of changing or converting any Shares into shares or another class, or restricts the Company’s ability to issue the Options or to issue Shares on the exercise of Options.

19. Until the Option Expiry Date and subject to the Corporations Act and the ASX Listing Rules, the Company must ensure that the Optionholder is given at least 15 Business Days written notice prior to the Record Date for any Pro-Rata Issue of shares or rights to subscribe for shares issued or to be issued by the Company (Additional Rights).

20. An Option does not confer any rights to dividends.

21. An Option does not confer any right on the holder to participate in a new issue without exercising the Option.

22. The Optionholder will be entitled to participate in any rights to take up Additional Rights on the same terms and conditions as applicable to the other offerees or shareholders of the Company provided that the Optionholder has exercised any option prior to the Record date for the relevant offer.

23. Any Shares issued to the Optionholder 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.

24. If there is a pro-Rata Issue (except a Bonus issue), from the date of the issue the Exercise Price of Options on issue is reduced according to this formula:

A = O – E {P-(S+D)} (N+1)

Where:

• A= the new exercise price of the Option;

• O= the old exercise price of the Option;

• E= the number of underlying shares into which one Option is exercisable;

• P= the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stock market of ASX during the 5 trading days ending on the day before the ex rights date or ex entitlement date (excluding special crossings or overnight sales);

• S= the subscription price for a Share under the pro rata issue;

• D= the dividend due but not yet paid on each Share at the relevant time (except those to be issued under the pro rata issue); and

• N= the number of Shares that must be held to entitle holders to receive a right to one new security in the pro rata issue.

• If there is a Bonus Issue to holders of Shares, the number of Shares over which an outstanding Option is exercisable is 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.

• If, before exercise or expiry of the Options, the Company implements a reorganization of its capital, the Options must be treated in the manner required by the ASX Listing Rules. The Company must notify the Optionholder of any proposed variation to the terms of Options on or before the earlier of (i) 5 Business Days of becoming aware of the variation and (ii) the exercise of any Options.

• Notwithstanding the foregoing, the Company must not issue new Shares (other than in accordance with Chapter 7 of the ASX Listing Rules), consolidate Shares, or alter rights or otherwise re-organise its capital in a way which could or might detract from the value of the Options unless the Company obtains prior written consent of the Optionholder, provided that the Company is not required to comply with this paragraph to the extent that doing so would result in a breach by the directors of the Company of their duties to the Company or its Shareholders, arising in their capacity as directors of the Company.

• The Company shall (within 3 Business Days of the Optionholder having exercised any Options or earlier if required by the ASX Listing Rules) apply for official quotation on ASX of the Exercise Shares allotted as a result of the exercise.

• At the time any Shares are issued upon the exercise of an Option, the Company will promptly:

• (a) lodge a notice the Australian Securities Exchange under section 708A(5)(e) of the Corporations Act; or

• (b) lodge a prospectus in respect of the Shares in accordance with Chapter 6D of the Corporations Act, such that the Shares may be freely traded.

• Subject to the ASX Listing Rules, the terms of Options applicable to a particular holder may be varied at any time by written agreement between the Company and the Optionholder. Notwithstanding any other provision, the rights of the Optionholder under these Options may be changed to comply with the ASX Listing Rules applying to a reorganization of capital at the time of the reorganization.

• If any Options Certificate is lost, stolen, mutilated, defaced or destroyed, the holder of the relevant Options may apply for a replacement certificate. The application must be accompanied by:

• (a) a written statement that the certificate has been lost or destroyed and not otherwise pledged, sold or otherwise disposed of;

• (b) if the certificate has been lost, a written statement that proper searches have been made; and

• (c) an undertaking that, if the certificate is found or received by the holder of the relevant Options, it will be returned to the Company.

• The Company must issue a replacement certificate within 10 Business Days after receipt of the documents referred to above.

• In these terms, the expressions Bonus Issue, Pro Rata Issue and Record Date have the same meaning as in the ASX Listing Rules.

• These terms and the Options are governed by the laws of New South Wales.

APPENDIX C

MATERIAL TERMS OF REDEEMABLE CONVERTIBLE PREFERENCE SHARES

1. Terms of Issue

50,000,000 Redeemable Preference Shares (“RPS”) issued to Central American Mezzanine Infrastructure Fund LP (“CAMIF”) on 20 August 2013 (“Issue Date”). Each RPS issued as fully paid at $US0.20 each (“Issue Price”).

2. Guarantee

The agreement between the Company and CAMIF is guaranteed jointly and severally by each of:

PanTerra Gold Holdings Inc. PanTerra Gold (Latin America) Inc. and PanTerra Gold (Dominicana) S.A.

3. Additional Guarantors

Upon the date on which the Company has repaid all amounts outstanding under the Macquarie Bank Limited (“MBL”) Facility Agreement and the MBL Hedge Program and no member of the PanTerra Group has any further obligations under the MBL Letter of Credit Facility Agreement, each of PanTerra Gold Technologies Pty Ltd and EnviroGold (Las Lagunas) Limited will become Additional Guarantors under the Agreement to Issue Redeemable Preference Shares (“RPS Agreement”) dated 16 August 2013.

4. Negative Pledge

The Company and each Guarantor have agreed not to create or allow to exist or to agree to any interest or encumbrance over any of its assets and/or shares in any subsidiary, other than an encumbrance permitted under the MBL Facility Agreement or the RPS Agreement, until all RPS held by CAMIF are redeemed or cancelled, except with the prior written consent of CAMIF.

5. Security

After the MBL Termination Date, being the date on which all amounts outstanding under the MBL Facility Agreement and MBL Hedge Program have been paid, the Company will provide CAMIF with first ranking security over its assets in a form satisfactory to CAMIF.

6. Dividends

Dividends shall be paid at six monthly intervals from 31 October 2013 to 31 October 2018 on the Dividend Calculation Date.

Dividend payments will be calculated as follows:

In respect of an RPS, a US$ amount (representing a preferential dividend) in respect of that RPS calculated in accordance with the following:

• (a) In respect of each Dividend Calculation Date after the MBL Termination Date, except where the relevant Dividend Payment is made on or before 5 business days after that Dividend Calculation Date (the DD Date), an amount equal to the aggregate of:

• (i) the amount calculated pursuant to paragraph (b) of this definition in relation to that Dividend Calculation Date (DD Amount); and

A

• (ii) the DD Amount multiplied by (LIBOR plus 10%) multiplied by B

where:

• A is the number of days from and including the DD Date to but excluding the actual date of payment of the Dividend Payment Date; and

B is 365;

• (b)

In respect of each Dividend Calculation Date:

((0.009 x Gold Sales) + (OVPS x (the number of weeks or part thereof from the Issue Date until 31 October 2013 divided by 26 in respect of the period up to the first Dividend Calculation Date and one half thereafter) x (7% + LIBOR))) divided by the number of Outstanding RPS on the relevant Dividend Calculation Date

where:

Gold Sales = the US$ net receipts from sales of gold from the Project (i.e. proceeds from such gold sales after deduction of freight, treatment, location swap, metal transfer, financing and transportation charges by the refiner calculated during the six month period prior to that Dividend Calculation Date or, in the case of the first Dividend Calculation Date, during the period from the Issue Date to 31 October 2013;

OVPS = the number of Outstanding RPS multiplied by the Issue Price on that Dividend Calculation Date; and

LIBOR = Average floating six month London Interbank Offered Rate for the six months expressed as a percentage

• (c) And in addition to any amount payable pursuant to paragraph (a) or (b), on the Termination Date (15 November 2018) (or, of sooner, on the winding up of the Company, upon conversion or early redemption of all RPS), if the total quantity of gold produced from the Project from the Issue Date to the date of calculation has not equalled or bettered 300,000 ounces of gold, an amount equal to:

0.009 x Shortfall x Proceeds

where:

Shortfall = the amount in ounces of gold by which the total quantity of gold produced from the Project following the Issue Date falls below 300,000 ounces of gold as at the date of calculation; and

Proceeds = the average US$ proceeds per ounces of gold during the six month period up to and including the date of calculation.

7. Conditions to the payment of Dividends

• (a) Prior to the MBL Termination Date, a Dividend Payment is respect of an RPS will only be payable by the Company if the Company has sufficient cash on a consolidated basis, has met its obligations to make payments to MBL under the terms of the MBL Facility Agreement and it is permitted to pursuant to the MBL Facility Agreement, after allowing for relevant liabilities and US$5.0 million of working capital.

• (b) In the event the Company is not able to meet payments referred to in (a) above, CAMIF is obliged to convert any amounts owing into ordinary shares in accordance with paragraph 8.1(a)(i) and 8.1(c) below.

• (c) The right of CAMIF to be paid the Dividend Payment (including any accrued and unpaid Dividend Payment), in respect of an RPS ranks in priority to the rights of all holders of other classes of shares in the Company to receive dividends.

8. Conversion

8.1 Conversion Events

• (a) If the Company is unable to meet a required Dividend Payment or Redemption Amount (the total Issue Price of the RPS to be redeemed on the Redemption Date), then CAMIF may convert any shortfall into ordinary shares in the following circumstances:

• (i) Prior to the MBL Termination Date by mandatory conversion.

• (ii) After the MBL Termination Date, CAMIF has an option to convert.

• (b) In the event of a successful takeover of the Company which has become unconditional and the bidder has obtained 50.1% of the voting power, CAMIF has the option to convert all remaining RPS, outstanding Dividend Payments and Redemption Amounts into ordinary shares.

• (c) If the Company is unable to meet a required Dividend Payment or Redemption Amount under paragraph (a), the conversion price would be calculated as the arithmetic average of the daily volume weighted average sales price of all ordinary shares sold on the ASX in the ordinary course of trading during the 10 day trading period that ended on the relevant conversion dated multiplied by 0.85.

• (d) In the event of a takeover under paragraph (b), the conversion price following the exercise of CAMIF’s option to convert would be calculated as the arithmetic average of the daily volume weighted average sales price of all ordinary shares sold on the ASX in the ordinary course of trading during the 3 day trading period on which shares were traded that ended on the day prior to the bidder having obtained at least 50.1% of the ordinary shares in the Company.

8.2 Limits to Conversion

• (a) Any right to be issued or obligation to issue ordinary shares under this paragraph 8 will only take effect to the extent that:

• (i) shareholder approval is not required or has already been obtained, including for the purpose of Listing Rule 7.1;

• (ii) without shareholder approval, CAMIF would not increase its voting power in the Company to above 20%;

• (iii) conversion is limited to 50,000,000 ordinary shares until shareholders have ratified prior issues within the past twelve months, with a general meeting for such purposes to be held no later than 4 October 2013.

9. Consent Rights

Each of the following actions of the Company (including as applicable, by any subsidiary of the Company) shall require the written consent of CAMIF, which shall not be unreasonably withheld or delayed, until all RPS held by CAMIF are redeemed or cancelled:

• (a) other than for purposes of upstreaming money, incurring any financial indebtedness other than permitted financial indebtedness for the Project (as each such term is defined in the MBL Facility Agreement) or financial indebtedness (as defined in the MBL Facility Agreement) with MBL for the Project to comply with its obligations;

• (b) undertaking any intra-Group material asset transfers;

• (c) any change or action that may alter or change any of the rights, privileges or preferences of the RPS held by CAMIF;

• (d) any decision of the Company or its subsidiaries that would affect redemption of the RPS, and the ability to meet any payment obligations under this document excluding any decision of the Company or its subsidiaries or by the directors of the Company or its subsidiaries to recommend or otherwise facilitate a takeover bid for the Company or facilitate a takeover of the Company by way of a scheme of arrangement;

• (e) creating, authorising, issuing or selling of RPS or any equity instrument with a senior and or equal ranking to the RPS;

• (f) the sale, lease, license, transfer or other disposition of all or substantially all of the assets (including intellectual property rights) or business of the Company and/or the Guarantors;

• (g) any amalgamation, merger, reorganization, consolidation, reconstitution, restructuring or similar transaction of the Company and/or the Guarantors with or into any person excluding in each case any takeover of the Company by way of either a takeover bid or scheme of arrangement;

• (h) any action or transaction, or series of actions or transactions which in aggregate or individually would adversely affect the ability of the Company to make a payment or the performance of any obligation under this document;

• (i) any liquidation, winding up or change of jurisdiction of incorporation of the Company; or

• (j) the Company ceasing to be listed on the ASX other than where the Company ceases to be listed on ASX as a result of a takeover of the Company by way of either a takeover bid or scheme of arrangement.

10. Redemption

• (a) On:

• (i) each Redemption Date (at six monthly intervals from 31 October 2013 to 31 October 2018), the Company must redeem the lesser of 7,142,857 RPS and the Outstanding RPS at the Issue Price; and

• (ii) upon written election by CAMIF to the Company following an event of default after the MBL Termination Date, the Company must redeem any Outstanding RPS at the Issue Price.

• (b) The Company will only be required to redeem RPS if the Company is not prohibited from redeeming those RPS by the Corporations Act, any other law or the Listing Rules.

• (c) Other than as outlined above, the Company may not redeem Outstanding RPS.

11. Meetings and voting rights

11.1Meeting rights

CAMIF has the same rights as the holder of an ordinary share to receive notices, reports and audited accounts and to attend meetings of members of the Company.

11.2 Voting rights

• (a) Each RPS confers on CAMIF the right to vote at general meetings of the Company in each of the following circumstances and in no others:

• (i) during a period in which a Dividend Payment (or part of a Dividend Payment) in respect of that RPS is in arrears;

• (ii) on a proposal to reduce the Company’s share capital;

• (iii) on a resolution to approve the terms of a buy-back agreement;

• (iv) on a proposal that affects rights attaching to the RPS;

• (v) on a proposal to wind up the Company;

• (vi) on a proposal for the disposal of the whole of the Company’s property, business and undertaking;

• (vii) during the winding up of the Company; and

• (viii) in any other circumstances in which the Listing Rules require CAMIF to be entitled to vote.

• (b) CAMIF shall have one vote on a show of hands and one vote on a poll for each of its RPS.

12. Transfer of Redeemable Preference Shares

• (a) Subject to paragraphs 12(b) to 12(d), CAMIF must not transfer all or part of its RPS without the prior written consent of the Company.

• (b) CAMIF may only transfer its RPS to a person that satisfies the requirements of section 708(8) or 708(11) of the Corporations Act.

• (c) At any time prior to the MBL Termination Date, CAMIF may transfer its RPS to an affiliate without the prior written consent of the Company. CAMIF may transfer all or part of its RPS to any person after the MBL Termination Date.

• (d) Any transfers for the purpose of this paragraph must be in writing in a form approved from time to time by the Company.

• (e) The Company is not required to register any transfers that do not comply with this paragraph.

13. Assignment

• (a) Subject to paragraphs 13(b) and 13(c), a party must not assign or deal with any right under this document without the prior written consent of the other parties.

• (b) At any time before the MBL Termination Date, CAMIF may assign its rights under this document to an affiliate without the prior written consent of the Company.

• (c) At any time after the MBL Termination Date, CAMIF may assign its rights under this document without the prior written consent of the Company.

• (d) Any purported dealing in breach of this paragraph is of no effect.

14. Governing Law

The Terms of the RPS Agreement are governed by the law in force in the State of New South Wales, Australia.

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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 (AEST) on Wednesday, 2 October 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.

Samples/000001/000001/i

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

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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.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



I 9999999999 I ND

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to indicate your directions

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 Level 2, 3 Spring Street, Sydney NSW on Friday, 4 October 2013 at 10.30 am (AEST) and at any adjournment of that meeting.

 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

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For Against Abstain
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ORDINARY BUSINESS

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• 1 Ratification of Previous Issue of Shares and Options

• 2 Ratification of Previous Issue of Unlisted Options

• 3 Ratification of Previous Issue of Redeemable Convertible Preference Shares

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

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

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