ANTIPA MINERALS LIMITED — Proxy Solicitation & Information Statement 2012

Sep 20, 2012

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ANTIPA MINERALS LTD ACN 147 133 364

NOTICE OF GENERAL MEETING

The General Meeting will be held at 10.00 am on Wednesday, 24 October 2012 (WST) at The Celtic Club, 48 Ord Street, West Perth, Western Australia.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9481 1103.

ANTIPA MINERALS LTD ABN 79 147 133 364

NOTICE OF MEETING

Notice is given that the General Meeting of the Shareholders to which this Notice of Meeting relates, will be held at 10.00am (WST) on Wednesday, 24 October 2012 at The Celtic Club, 48 Ord Street, West Perth Western Australia

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 4.00pm (WST) on Monday, 22 October 2012.

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• (a) each member has a right to appoint a proxy;

• (b) the proxy need not be a member of the Company; and

• (c) a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise onehalf of the votes.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

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• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• (c) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• (b) the appointed proxy is not the chair of the meeting; and

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either of the following applies:

• (i) the proxy is not recorded as attending the meeting;

• (ii) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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AGENDA

1. RESOLUTION 1 – RATIFICATION OF PLACEMENT – TRANCHE 1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 7,839,678 Shares, together with 1 free attaching Option for every 2 Shares issued (being 3,919,839 Options), on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – PLACEMENT – TRANCHE 2

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 24,660,322 Shares, together with 1 free attaching Option for every 2 Shares subscribed for and issued (being 12,330,161 Options), on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – PARTICIPATION BY RELATED PARTY IN TRANCHE 2

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue up to 2,700,000 Shares, together with 1 free attaching Option for every 2 Shares issued (being 1,350,000 Options), to Freyco Pty Ltd, as trustee for the Eugene Trust, a company controlled by Stephen Power, a Director, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Freyco Pty Ltd (as trustee for the Eugene Trust) and any of its associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – PLACEMENT – OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to grant up to 6,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

By Order of the Board

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Alex Neuling Company Secretary

19 September 2012

ANTIPA MINERALS LTD ABN 79 147 133 364

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the directors believe to be material to shareholders in deciding whether or not to pass the resolutions which are the subject of the business of the meeting.

1. BACKGROUND

As announced on 14 September 2012, the Company intends to raise up to approximately $3,025,000 (before costs) via a two tranche placement ( Placement ) and a fully underwritten, non-renounceable rights issue ( Rights Issue ).

The first tranche of the Placement (comprising 7,839,678 Shares with an issue price of $0.04 per Share and 3,919,839 Options, being one free attaching Option for every 2 Shares issued) ( Tranche 1 ) is expected to occur on or about 20 September 2012 and will raise approximately $300,000 before expenses.

Tranche 2 of the Placement (comprising 24,660,322 Shares at an issue price of $0.04 per Share and 12,330,161 Options, being one free attaching Option for every 2 Shares issued) ( Tranche 2 ) is fully subscribed and is anticipated, subject to shareholder approvals the subject of this Notice, to complete on 25 October 2012, to raise approximately $1,000,000 before expenses.

Director Stephen Power (via his controlled entity, Freyco Pty Ltd, as trustee for the Eugene Trust) has subscribed, subject to shareholder approval, for part of Tranche 2 (being 2,700,000 Shares and 1,350,000 Options).

The Rights Issue comprises a 1 for 2 fully underwritten non-renounceable rights issue at $0.04 per Share, with a free attaching Option with an exercise price of $0.08, expiring on 31 December 2014, for every 2 Shares issued.

Holders of the Shares issued under Tranche 1 are entitled to participate in the Rights Issue. As such, the Rights Issue will be for up to approximately 43,118,232 Shares and 21,559,116 Options, to raise approximately $1,700,000 before expenses.

The Company intends to lodge a prospectus in relation to the Rights Issue with ASIC on 24 September 2012 and will apply for the Shares and Options under the Placement and the Rights Issue to be listed with ASX.

The Company engaged the services of Veritas Securities Limited (ACN 117 124 535) ( Veritas ), a licensed securities dealer (AFSL 297043), Triple C Consulting Pty Ltd (ACN 141 412 106) ( Triple C ), a licensed securities dealer (AFSL 346282), and Taylor Collison Limited (ACN 008 172 450) ( Taylor ), a licensed securities dealer (AFSL 247083), to jointly manage the Placement and Rights Issue and to pro rata fully underwrite the Rights Issue (severally in equal shares) (together the Underwriters ).

The fees payable to the Underwriters will be:

• (a) a cash placement fee of 5% (exclusive of GST) on the amount raised under the Placement;

• (b) a cash underwriting fee of 5% (exclusive of GST) on the amount raised under the Rights Issue;

• (c) a cash management fee of 1% (exclusive of GST) on the amount raised under the Placement and Rights Issue; and

• (d) the grant of 6,000,000 Options.

The above fees, and Options, will be shared equally between the Underwriters.

None of the Directors have a material personal interest in the Underwriters and all Directors consider the engagement to be on arm’s length terms as the fee charged is comparable to those charged by other unrelated licensed securities dealers.

2. RESOLUTION 1 – RATIFICATION OF PLACEMENT – TRANCHE 1

2.1 General

The Company issued the Shares and Options the subject of Tranche 1, without prior Shareholder approval, out of its 15% annual placement capacity.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of Tranche 1 Shares and Options.

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.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX 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 ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Tranche 1:

• (a) 7,839,678 Shares and 3,919,839 Options were allotted;

• (b) the issue price per Share was $0.04 and the issue price of the Options was nil as they were issued free attaching with the Shares on a 1 for 2 basis;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Options were issued on the terms and conditions set out in Schedule 1;

• (e) the Shares and Options were allotted and issued to sophisticated and professional clients of Veritas, Triple C and Taylor. None of these subscribers are related parties of the Company; and

• (f) the funds raised from this issue, along with Tranche 2 of the Placement and the Rights Issue will be used to fund the exploration of the Company’s 100% owned Citadel Project and provide general working capital.

3. RESOLUTION 2 – PLACEMENT – TRANCHE 2

3.1 General

Resolution 2 seeks Shareholder approval under ASX Listing Rule 7.1 for the allotment and issue of 24,660,322 Shares and 12,330,161 Options comprising Tranche 2 of the Placement, to raise up to approximately $1 million.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 2 will be to allow the Directors to issue the Shares and Options pursuant to Tranche 2 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Tranche 2:

• (a) the maximum number of Shares to be issued is up to 24,660,322 Shares, to raise up to approximately $1 million and the maximum number of Options to be issued is 12,330,161 Options (on the basis of one free attaching Option issued for every Share issued;

• (b) the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price of the Shares will be $0.04 per Share, being the same as all other Shares issued under the Placement;

• (d) the issue price of the Options will be nil, as they will be issued free attaching with the Shares on a 1 for 2 basis;

• (e) the Shares and Options will be allotted and issued to clients of Veritas, Triple C and Taylor. None of these subscribers are related parties of the Company other than in accordance with Resolution 3;

• (f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (g) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (h) the Company intends to use the funds raised from Tranches 1 and 2 of the Placement and the Rights Issue to accelerate the exploration of the Company’s 100% owned Citadel Project and provide general working capital.

4. RESOLUTION 3 – PARTICIPATION BY RELATED PARTY IN TRANCHE 2

4.1 General

Pursuant to Resolution 2, the Company is seeking Shareholder approval for the allotment and issue of up to up to 24,660,322 Shares, to raise up to approximately $1 million, together with 1 free attaching Option for every 2 Shares subscribed for and issued.

Freyco Pty Ltd, as trustee for the Eugene Trust ( Freyco ), which is controlled by Stephen Power, a Director, wishes to participate in Tranche 2.

Resolution 3 seeks Shareholder approval for the allotment and issue of up to 2,700,000 Shares and 1,350,000 Options to Freyco, arising from its participation in Tranche 2 ( Participation ).

4.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares, which constitutes giving a financial benefit and Freyco is a related party of the Company by virtue of being controlled by Stephen Power, a Director of the Company and the sole director and shareholder of Freyco.

The Directors (other than Stephen Power who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Freyco on the same terms as Shares issued to non-related party participants in the issue under Tranche 2 and as such the giving of the financial benefit is on arm’s length terms.

4.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the issue under Resolution 3 involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

4.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to this Resolution 3:

• (a) the Shares and Options will be allotted and issued to Freyco Pty Ltd, as trustee for the Eugene Trust;

• (b) the maximum number of Shares to be issued is 2,700,000;

• (c) the maximum number of Options to be granted is 1,350,000;

• (d) the Shares and Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (e) the issue price of the Shares will be $0.04 per Share, being the same as all other Shares issued under the Placement;

• (f) the issue price of the Options will be nil, as they will be issued free attaching with the Shares on a 1 for 2 basis;

• (g) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (h) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (i) the Company intends to use the funds raised from Tranches 1 and 2 of the Placement and the Rights Issue to accelerate the exploration of the Company’s 100% owned Citadel Project and provide general working capital.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Freyco will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

5. RESOLUTION 4 – PLACEMENT – OPTIONS

5.1 General

Resolution 4 seeks Shareholder approval for the grant of 6,000,000 Options, being 2,000,000 to each of Veritas, Triple C and Taylor in consideration for their services, as set out in Section 1 above.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 4 will be to allow the Directors to grant the Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the grant of the Options under this Resolution 4:

• (a) the maximum number of Options to be granted is 6,000,000, being 2,000,000 to each of Veritas, Triple C and Taylor;

• (b) the Options will be granted no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be granted for nil cash consideration in part satisfaction of services provided by the Underwriters in relation to the Placement and Rights Issue;

• (d) the Options will be granted to the Underwriters, none of whom is a related party of the Company;

• (e) the Options will be granted on the terms and conditions set out in Schedule 1; and

• (f) no funds will be raised from the grant of the Options, as the Options are being issued in consideration for services provided by the Underwriters.

6. ENQUIRIES

Shareholders are requested to contact the Company Secretary, Mr Alex Neuling, on (+61 8) 9481 1103 if they have any queries in respect of the matters set out in these documents.

7. GLOSSARY

In this Explanatory Statement, the following terms have the following meanings unless the context otherwise requires:

$ means Australian dollars ASIC means the Australian Securities and Investments Commission ASX means ASX Limited ASX Listing Rules means the Listing Rules of ASX Board means the current board of directors of the Company Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day Company means Antipa Minerals Ltd (ACN 147 133 364) Corporations Act means the Corporations Act 2001 (Cth) Directors means the current directors of the Company Explanatory Statement means the explanatory statement accompanying the Notice General Meeting or means the meeting convened by the Notice Meeting GST means the goods and services tax Notice or Notice of means this notice of general meeting including the Meeting or Notice of Explanatory Statement and the Proxy Form General Meeting Option means an option to acquire a Share, with the terms and conditions set out in Schedule 1 Optionholder means a holder of an Option Placement has the meaning set out in section 1 Proxy Form means the proxy form accompanying the Notice Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires Rights Issue has the meaning set out in section 1 Share means a fully paid ordinary share in the capital of the Company Shareholder means a holder of a Share Taylor means Taylor Collison Limited (ACN 008 172 450) (AFSL 247083) Tranche 1 has the meaning set out in section 1 Tranche 2 has the meaning set out in section 1

Triple C means Triple C Consulting Pty Ltd (ACN 141 412 106) (AFSL 346282) Underwriters has the meaning set out in section 1 Veritas means Veritas Securities Limited (ACN 117 124 535) (AFSL 297043) WST means Western Standard Time as observed in Perth, Western Australia

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

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1. The Options are exercisable at a price of 8 cents ($0.08) each at any time from the date of grant up to 31st December 2014. Each Option entitles the holder to subscribe for one Share.

2. Notwithstanding paragraph (1), if:

3. (i) a takeover bid within the meaning of the Corporations Act is made for the Shares in the Company and the bidder becomes entitled to compulsorily acquire all of the Shares, any Options not exercised by the end of the bid period shall lapse; or

4. (ii) a court orders a meeting to be held in relation to a proposed scheme of arrangement in relation to the Company the effect of which may be that a person will have a relevant interest in at least 90% of the Company’s Shares, any Options not exercised during the period which is 7 days of the court order shall lapse.

5. The holder may exercise any part of the Options without prejudice to the holder’s ability to subsequently exercise any remaining Options.

6. All Shares issued upon exercise of the Options will rank equally in all respects with the then issued Shares, and the Company will, within 7 days, apply for official quotation by the ASX of all Shares issued upon the exercise of the Options.

7. There are no participating rights or entitlements conferred on the Options and the holder will not be entitled to participate with respect to the Options in new issues offered to shareholders of the Company during their currency without exercising the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the relevant record date will be at least seven Business Days after the relevant issue is announced and the holder is notified at that time. This will give the holder the opportunity to exercise the Options prior to the date for determining entitlements and to participate in any such issue as a shareholder.

8. In the event of any reorganisation of capital of the Company prior to the expiry date for exercise of the Options, the number of Options to which the holder is entitled or the exercise price of the Options or both shall be changed to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of reorganisation.

9. The number of Options held will appear on an option holder statement which will be accompanied by a Notice of Exercise of Options that is to be completed when exercising Options as follows:

Notice of Exercise of Options

To the Directors of Antipa Minerals Limited (the “ Company ”),

I, ……………………………………………………………………………………... of ………………………………………………………………………………………… being the registered holder of options in the capital of the Company hereby exercise …………………… such options to subscribe for ordinary shares and enclose application monies payable of 8 cents per option exercised. I authorise you to register me as the holder of the shares to be allotted to me and agree to accept such shares subject to the constitution of the Company. Dated the day of 20__ Signed by ) the holder of the options ) ……………………………………….

1. The Options are exercised by completing the Notice of Exercise of Options form (substantially similar to the one above) and forwarding it to the Company with the exercise monies payable to the Company. The Company shall within seven days after the receipt of such Notice, issue Shares in respect of the Options exercised and dispatch a shareholder statement to the holder.

2. The Company will advise holders at least 20 Business Days before the impending expiry of their Options and will advise the due date for payment, the amount of money payable on exercise, the consequences of non-payment and such other details as the Listing Rules then prescribe, so as to enable holders to determine whether or not to exercise their Options.

3. Application will be made by the Company for the listing of the Options. The Options are freely transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

4. The Options do not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

Lodge your vote:

• By Mail:

Antipa Minerals Ltd ABN 79 147 133 364

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

T 000001 000 AZY 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 10:00am (WST) Monday 22 October 2012

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

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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

to indicate your directions

Please mark

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Antipa Minerals Ltd hereby appoint

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

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the Chairman OR of the Meeting

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 Antipa Minerals Ltd to be held at The Celtic Club, 48 Ord Street, West Perth, WA 6005 on Wednesday, 24 October 2012 at 10:00am (WST) and at any adjournment of that meeting.

Important for Item 3: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 3 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 3 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 3 of business.

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

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

			For	Again	st Abstain
Resolution	1	Ratification of Placement - Tranche 1
Resolution	2	Placement - Tranche 2
Resolution	3	Participation by Related Party in Tranche 2
Resolution	4	Placement - Options

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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