PANTERRA GOLD LIMITED ACN 008 031 034

NOTICE OF GENERAL MEETING

General Meeting of Shareholders to be held on 24 October 2014 Mezzanine Level, 3 Spring Street, Sydney NSW 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 24 October 2014 (AEDT) Mezzanine Level, 3 Spring Street, Sydney, NSW.

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 - Ratification of Previous Issue of 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 16,563,725 Ordinary 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 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 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 32,396,429 Ordinary Shares 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 Resolution 2 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.

3. RESOLUTION 3 – 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 prior allotment and issue of 15,000,000 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 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.

4. RESOLUTION 4 – Approval of New Issue of Shares

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

“That for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 150,000,000 Ordinary Shares 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 Resolution 4 by persons who may participate in the proposed issue or any person who might obtain a benefit, other than in that person’s capacity as a Shareholder, and any associate of any of those persons.

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

Pamela Bardsley Company Secretary

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18 September 2014

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 (AEDT), 22 October 2014, 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. Special resolutions require the support of more than 75% 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 entered into an Agreement to Issue Redeemable Preference Shares (“RPS Agreement”) with Central American Mezzanine Infrastructure Fund LP (“CAMIF”) on 16 August 2013. Under the terms of the RPS Agreement, the Company may issue shares in lieu of cash dividend payments. 16,563,725 Ordinary Shares were issued to CAMIF on 30 June 2014 at a deemed issue price of $0.035 per share in lieu of a cash payment for the dividend. The Shares were issued in lieu of cash because the Company is currently constrained from paying the dividend from cash reserves by a Subordination Deed between CAMIF and the primary lender to the Las Lagunas project.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of Shares the subject of the placement.

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 total number of Shares issued was 16,563,725.
b) The Shares were issued at a deemed issue price of $0.035 per Share.
c) The Shares allotted and issued rank equally in all respects with all the existing Shares on issue.
d) The Shares were issued to Central American Mezzanine Infrastructure Fund LP, which is not a related party or associate of the Company.
e) The Shares were in lieu of cash payment of a dividend.
f) An appropriate voting exclusion statement is included in the Notice of Meeting.

2. RESOLUTION 2 - Ratification of Previous Issue of Shares

On 30 June 2014, the Company announced a placement of up to 50,000,000 Shares at $0.035 each to a limited number of sophisticated investors, including the Shares issued to CAMIF detailed in Resolution 1 above.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 32,396,429 of the Shares the subject of the placement.

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.

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 32,396,429. b) The Shares were issued for $0.035 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 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.

3. RESOLUTION 3 - Ratification of Previous Issue of Options

On 18 September 2014, the Company announced the release of AU$2.0 million held in escrow pursuant to the RPS Agreement with CAMIF. CAMIF had provided an amount of up to US$2.5 million to the Company in August 2013 for the purposes of conducting exploration activity in the Dominican Republic. The balance of the escrowed amount will still be utilised for exploration purposes. CAMIF agreed to the release of AU$2.0 million of the funds subject to the issue of 15,000,000 Unlisted Options on the terms set out in Appendix A.

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 Unlisted Options issued was 15,000,000.
b) The Options were issued for Nil consideration at an exercise price of 6.5 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 Central American Mezzanine Infrastructure Fund LP which is not a related party or associate of the Company.
e) The funds released from escrow are being used as working capital.
f) An appropriate voting exclusion statement is included in the Notice of Meeting.

4. RESOLUTION 4 –New Issue of Shares

Background

The Company has reached a stage in its development where it needs to strengthen its Balance Sheet in order to pursue a second project. It is advanced in its investigation of the prospect of developing a particular mine in North America (probably in joint venture) that has the potential to produce high grade refractory concentrate which could be shipped to the Las Lagunas plant in the Dominican Republic for processing, and extend the project life by 15 years.

In order to provide additional funding that could also in part, act as an operating contingency for the Las Lagunas project, the Company intends to place approximately $10 million of its Shares with either a strategic cornerstone investor or sophisticated investors.

The lender to the Las Lagunas project, Macquarie Bank Limited, with a focus on establishing reserves for any operating contingencies, is requiring the same increase in working capital as a prerequisite to establishing a more realistic repayment schedule for their US$29.25 million debt now that plant performance and gold and silver recoveries have improved and are more predictable. Negotiations with the Bank in relation to the scheduling of loan repayments and timing of the proposed raising have not been concluded at the date of this notice. However, in order to progress the above mentioned activities and to ensure the Company has the capacity to issue the required number of shares, Resolution 4 is seeking approval to issue up to 150,000,000 new Shares within three months of the date of this Meeting ( Placement Shares ).

The Company currently has 822,241,166 Ordinary Shares outstanding, subject to the full issuance under Resolution 4; the Placement Shares would represent (15.43%) of the issued Shares immediately after the issuance.

It is noted that if approval is granted by Shareholders, it does not necessarily mean the Company will issue all of the Placement Shares, however it provides the Company with the flexibility to do so as outlined above. The Company may raise these Shares in multiple tranches up to 150,000,000 within the three month period.

Shareholder approval

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions (which do not apply in the present circumstances), 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. However, issues made with the prior approval of the shareholders in a general meeting are not subject to this restriction and will not be counted as part of the 15% limit.

Accordingly, if Shareholders approve the proposed issue of the Placement Shares:

(a) The Company will be permitted to issue the Placement Shares; and
(b) The Placement Shares will not be counted towards the Company’s 15% limit in respect of issues of equity securities in the following 12 month period

Under ASX Listing Rules 7.3.2, shares approved for issue pursuant to ASX Listing Rule 7.1 must be issued within three months of the date of approval.

The information required by ASX Listing Rule 7.3 in relation to the issue of the Placement Shares is set out below.

ASX Listing Rule 7.3

ASX Listing Rule 7.3 requires the following information be provided to Shareholders when seeking approval for the purposes of ASX Listing Rule 7.1:

(a) The maximum number of Shares that will be issued under Resolution 4 is 150,000,000 which upon issuance would represent 15.43% of the total Shares outstanding;
(b) The issue will occur progressively but by no later than three months after the date of this meeting.
(c) The Company intends to issue the Placement Shares at a price that is not less than eighty five per cent (85%) of the average market price for Shares calculated over the last five (5) trading days on which sales in the Shares were recorded before the day on which the issue of the Shares is made (“ VWAP ”).
(d) It is intended that the Placement Shares will be issued to investors who are not related parties to the Company. The identity of the investors has not yet been determined but all are expected to be professional and/or sophisticated investors. The identity of the investors will be at the discretion of the Company or in consultation with any broker the Company may engage to assist in the placing of the Shares or both and who are not related parties.
(e) The Placement Shares will rank equally with, and on the same terms as, the Company’s then issued Shares; and
(f) The funds raised for the issue of the Placement Shares will be utilized for additional working capital and to fund investigation of additional refractory gold/silver projects.

APPENDIX A

TERMS OF ISSUE OF UNLISTED OPTIONS

Each Option will entitle the holder or its nominee to be issued one Share ( New Share ) in the Company. The New Shares will rank equally with the Company's existing Shares in all respects.
The New Shares will be issued free from all liens, charges, equities and encumbrances and together with all rights attaching to them, provided that the New Shares will only carry an entitlement to receive a dividend if they were issued before the ex dividend date for that dividend.
The Options may be exercised at any time on or before 31 December 2017. The Options will lapse at 5.00pm AEDT on 31 December 2017.
The Options may only be exercised by notice in writing received at the registered office of the Company ( Exercise Notice ).
The amount payable on the exercise of the Options is AUD6.5 cents for each Option exercised ( Exercise Price ).
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, on the date of delivery of the Exercise Notice, pay or procure payment to the Company of the total applicable Exercise Price by electronic funds transfer to the following bank account:

Name: PanTerra Gold Limited BSB: 082 817 Account #: 85 644 5664 Bank: National Australia Bank Address: 82 Main Street, Mittagong, New South Wales, 2575, Australia Swift Code: NATAAU3302S

The Company must, within 5 Business Days of the receipt by it of an Exercise Notice from the Option holder and payment of the total applicable Exercise Price:
(a) issue and allot to the Option holder or its nominee one New Share for each Option exercised by the Option holder;
(b) if applicable, issue a new holding statement for the balance of Options that remain unexercised; and
(c) provide the Option holder a holding statement for the relevant number of New Shares.
The Company will immediately on the issue of the New Shares apply for and obtain official quotation on ASX of those New Shares and must do everything necessary to ensure that trading in the New Shares commences as soon as possible after their issue.
At the time of issuing any New Shares under this agreement, the Company must promptly (and in any event by no later than 2 Business Days after the issue) lodge a notice with the ASX under section 708A(5)(e) of the Corporations Act, such that the New Shares may be freely traded.
The Options are transferable by an Option holder in accordance with the Listing Rules.
The Option holder or its nominee 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 or its nominee the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.

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.
If there is a bonus issue to holders of Shares, the number of New Shares over which an outstanding Option is exercisable will be increased by the number of New Shares which the Option holder or its nominee 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.
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 applicable 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 Wednesday 22 October 2014

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 help tab, "Printable 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, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Panterra Gold Limited to be held at Mezzanine Level, 3 Spring Street, Sydney NSW 2000 on Friday, 24 October 2014 at 10.30am (AEDT) and at any adjournment or postponement 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.

1 Ratification of Previous Issue of Shares - 16,563,725 Ordinary Shares
2 Ratification of Previous Issue of Shares - 32,396,429 Ordinary Shares
3 Ratification of Previous Issue of Options - 15,000,000 Unlisted Options
4 Approval of New Issue of Shares - 150,000,000 Ordinary Shares

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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 2014

64277_rns_2014-09-25_56cf58cc-f542-4fb4-a7c5-89d1e472c457.pdf

PANTERRA GOLD LIMITED ACN 008 031 034

NOTICE OF GENERAL MEETING

NOTICE OF GENERAL MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 - Ratification of Previous Issue of Shares

2. RESOLUTION 2 – Ratification of Previous Issue of Shares

3. RESOLUTION 3 – Ratification of Previous Issue of Options

4. RESOLUTION 4 – Approval of New Issue of Shares

By Order of the Board

GENERAL NOTES

Attendance and Voting

Proxies

Corporate Representatives

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

Regulatory Requirements – ASX Listing Rule 7.4

3. RESOLUTION 3 - Ratification of Previous Issue of Options

Regulatory Requirements – ASX Listing Rule 7.4

4. RESOLUTION 4 –New Issue of Shares

Background

Shareholder approval

ASX Listing Rule 7.3

Lodge your vote:

By Mail:

For all enquiries call:

Proxy Form

 For your vote to be effective it must be received by 10.30am (AEDT) on Wednesday 22 October 2014

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

 Turn over to complete the form

www.investorcentre.com

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



to indicate your directions

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 2014