APOLLO MINERALS LIMITED — Proxy Solicitation & Information Statement 2008

Jun 2, 2008

APOLLO MINERALS LIMITED A B N 9 6 1 2 5 2 2 2 9 2 4

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at The Western Australian Club 101 St George’s Terrace Perth Western Australia on 3 July 2008 at 9 am (WST).

This Notice of General Meeting and Explanatory Memorandum 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 without delay.

APOLLO MINERALS LIMITED A B N 9 6 1 2 5 2 2 2 9 2 4

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Apollo Minerals Limited ( Company ) will be held at The Western Australian Club 101 St George’s Terrace Perth Western Australia on 3 July 2008 at 9 am (WST) ( General Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the General Meeting and forms part of this Notice.

Terms and abbreviations used in this Notice are defined in Schedule 1.

AGENDA

1. Resolution 1 - Ratify Issue of Shares to Voermans Geological Services Pty Limited

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

"That, for the purpose of ASX Listing Rule 7.4 and all other purposes, the Shareholders ratify the issue and allotment of 1,000,000 Shares to Voermans Geological Services Pty Limited on the date and on the terms and conditions set out in the Explanatory Memorandum."

2. Resolution 2 - Approval of Issue of Shares to Voermans Geological Services Pty Limited

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 all other purposes, the Company is authorised to issue and allot 1,000,000 Shares to Voermans Geological Services Pty Limited (or its nominee(s)), for the purposes and on the terms and conditions set out in the Explanatory Memorandum."

3. Resolution 3 - Approval of Issue of Shares and Annexure A Options to consultants

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 all other purposes, the Company is authorised to issue and allot up to 10,000,000 Shares and 12,000,000 Annexure A Options to consultants of the Company for the purposes, on the terms and conditions, and in the manner set out in the Explanatory Memorandum."

4. Resolution 4 - Approval of Issue of Annexure D Options to Sevag Chalabian

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

"That, for the purposes of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001 (Cth), and all other purposes, the Company is authorised to issue and allot up to 5,000,000 Annexure D Options to Mr Sevag Chalabian, who is a Director, or his nominee(s) for the purposes, on the terms and conditions, and in the manner described in the Explanatory Memorandum."

5. Resolution 5 - Approval of Issue of Annexure D Options to Barry Woodhouse

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

"That, for the purposes of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001 (Cth), and all other purposes, the Company is authorised to issue and allot up to 5,000,000 Annexure D Options to Mr Barry Woodhouse, who is a Director, or his nominee(s) for the purposes, on the terms and conditions, and in the manner described in the Explanatory Memorandum."

6. Resolution 6 - Approval of Issue of Shares and Annexure B Options to Nicholas Bancroft-Cooke

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

"That, for the purposes of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001 (Cth), and all other purposes, the Company is authorised to issue and allot up to 1,000,000 Shares and 500,000 Annexure B Options to Mr Nicholas Bancroft-Cooke, who is a Director, or his nominee(s) for the purposes, on the terms and conditions, and in the manner described in the Explanatory Memorandum."

7. Resolution 7 - Approval of Issue of Annexure C Options to Sevag Chalabian

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

"That, for the purposes of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001 (Cth), and all other purposes, the Company is authorised to issue and allot up to 250,000 Annexure C Options to Mr Sevag Chalabian, who is a director, or his nominee(s) for the purposes, on the terms and conditions, and in the manner described in the Explanatory Memorandum."

8. Resolution 8 - Approval of Issue of Annexure C Options to Barry Woodhouse

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

"That, for the purposes of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001 (Cth), and all other purposes, the Company is authorised to issue and allot up to 250,000 Annexure C Options to Mr Barry Woodhouse, who is a director, or his nominee(s) for the purposes, on the terms and conditions, and in the manner described in the Explanatory Memorandum."

9. Resolution 9 - Ratify Issue of Shares to Hugo Natural Enterprises Ltd

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

"That, for the purpose of ASX Listing Rule 7.4 and all other purposes, the Shareholders ratify the issue and allotment of 2,941,177 Shares issued to Hugo Natural Enterprises Ltd on the date and on the terms and conditions set out in the Explanatory Memorandum."

10. Resolution 10 - Ratify Issue of Shares to Hugo Natural Enterprises Ltd

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

"That, for the purpose of ASX Listing Rule 7.4 and all other purposes, the Shareholders ratify the issue and allotment of 6,666,667 Shares issued to Hugo Natural Enterprises Ltd on the date and on the terms and conditions set out in the Explanatory Memorandum."

11. Resolution 11 - Approval of Issue of Shares to Hugo Natural Enterprises Ltd

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 all other purposes, the Company is authorised to issue and allot 6,708,823 Shares to Hugo Natural Enterprises Ltd (or its nominee(s)), for the purposes and on the terms and conditions set out in the Explanatory Memorandum."

12. Resolution 12 - Approval of Issue of Shares to Hugo Natural Enterprises Ltd

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 all other purposes, the Company is authorised to issue and allot up to 6,000,000 Shares to Hugo Natural Enterprises Ltd (or its nominee(s)) for the purposes and on the terms and conditions set out in the Explanatory Memorandum."

13. Resolution 13 - Approval of Employee Option Plan

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

"That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the establishment of the Employee Option Plan on the terms and conditions summarised in the Explanatory Memorandum and the grant of options from time to time under the Plan as an exception to ASX Listing Rule 7.1."

14. Resolution 14 - Approval of 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 all other purposes, the Company is authorised to issue and allot 10,000,000 Shares to the persons, for the purposes and on the terms and conditions set out in the Explanatory Memorandum."

15. Resolution 15 - Increase in Maximum Directors' Fees

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

" That for the purposes of ASX Listing Rule 10.17, Rule 39 of the Company's constitution and all other purposes, the members of the Company hereby approve an increase in the maximum total amount of directors' fees payable to directors of the Company from $200,000 to $400,000 per annum "

16. Resolution 16 - Approval of Entry into Corporate Advisory Agreement with Corporate Adviser

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

" That the Company is authorised to enter into a corporate advisory agreement with the Corporate Adviser, for the purposes and on the terms and conditions set out in the Explanatory Memorandum. "

17. Resolution 17 - Approval of issue of Securities to Corporate Adviser

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

"That, for the purpose of ASX Listing Rule 7.1 and all other purposes, the Company is authorised to issue and allot up to 20,000,000 Shares and up to 30,000,000 Annexure F Options and 10,000,000 Annexure G Options to the Corporate Adviser (or its nominee(s)) for the purposes and on the terms and conditions set out in the Explanatory Memorandum."

VOTING EXCLUSION STATEMENTS

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolutions 1 to 17 by the following persons:

RESOLUTION	PERSONS EXCLUDED FROM VOTING
1 - Ratify Issue of Shares to Voermans Geological Services Pty Limited	• Voermans Geological Services Pty Limited and • Any of its associates.
2 - Approval of Issue of Shares to Voermans Geological Services Pty Limited	• Voermans Geological Services Pty Limited; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and

	• Any of their respective associates.
3 - Approval of Issue of Shares and Annexure A Options to consultants	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any of their respective associates.
4 - Approval of Issue of Annexure D Options to Sevag Chalabian	• Sevag Chalabian and any of his associates.
5 - Approval of Issue of Annexure D Options to Barry Woodhouse	• Barry Woodhouse and any of his associates.
6 - Approval of Issue of Shares and Annexure B Options to Nicholas Bancroft-Cooke	• Nicholas Bancroft-Cooke and any of his associates.
7 - Approval of Issue of Annexure C Options to Sevag Chalabian	• Sevag Chalabian and any of his associates.
8 - Approval of Issue of Annexure C Options to Barry Woodhouse	• Barry Woodhouse and any of his associates.
9 - Ratify Issue of Shares to Hugo Natural Enterprises Ltd	• Hugo Natural Enterprises Ltd; and • Any of its associates.
10 - Ratify Issue of Shares to Hugo Natural Enterprises Ltd	• Hugo Natural Enterprises Ltd; and • Any of its associates.
11 - Approval of Issue of Shares to Hugo Natural Enterprises Ltd	• Hugo Natural Enterprises Ltd; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any of their respective associates.
12 - Approval of Issue of Shares to Hugo Natural Enterprises Ltd	• Hugo Natural Enterprises Ltd; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any of their respective associates.
13 - Approval of Employee Option Plan	• Any Director (except a Director who is ineligible to participate in the Employee Option Plan); and • Any of their respective associates.
14 - Approval of Issue of Shares	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any of their respective associates.
15 - Increase in Maximum Directors' Fees	• Any Director; and • Any of their respective associates.
17 - Approval of Issue of Securities to Corporate Adviser	• The Corporate Adviser; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any of their respective associates.

However, the Company need not disregard a vote if:

• (a) It is cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy appointment 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.

NOTES

The Directors have determined that all the Shares that are quoted on the ASX at 9.00 am WST on 1 July 2008 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time. The entitlement of Shareholders to vote at the Meeting will be determined by reference to that time.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

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

• (c) a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

BY ORDER OF THE BOARD OF DIRECTORS

Barry Woodhouse Director and Company Secretary Dated: 27 May 2008

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business specified to be conducted at the General Meeting to be held at The Western Australian Club 101 St George’s Terrace Perth WA on 3 July 2008 at 9 am (WST).

The Directors recommend that Shareholders read in full this Explanatory Memorandum in conjunction with the accompanying Notice of which this Explanatory Memorandum forms a part.

1. Resolution 1 - Ratify Issue of Shares to Voermans Geological Services Pty Limited

1.1 Background

As announced to the ASX on 16 November 2007 and 24 December 2007, the Company has acquired an 80% interest in exploration licence applications 47/1378 and 47/1379. These two tenement applications cover a significant portion of the newly discovered Mt Oscar iron ore project, located in the Pilbara region of Western Australia ( Mt Oscar Iron Ore Project ).

On 23 December 2007 the Company issued 1,000,000 Shares to Voermans Geological Services Pty Limited (the vendor of the Mt Oscar Iron Ore Project), as part of the consideration for the acquisition of the Mt Oscar Iron Ore Project. The total consideration payable for the acquisition of the Mt Oscar Iron Ore Project includes

• (a) a $50,000 option fee upon signing of the option agreement (paid);

• (b) the payment of $200,000 upon the completion of the joint venture agreement (paid);

• (c) the issue of 1,000,000 Shares upon the completion of the joint venture agreement (shares issued) and to be ratified by Resolution 1; and

• (d) the payment of $250,000 upon the grant of exploration licence applications 47/1378 and 47/1379 (pending); and

• (e) the issue of 1,000,000 Shares upon the grant of exploration licence applications 47/1378 and 47/1379 (pending) (Share issue to be approved by Resolution 2).

Under Resolution 1, the Company seeks Shareholder approval to ratify the issue and allotment of these 1,000,000 Shares as listed in (c) above.

This is to limit the restrictive effect of ASX Listing Rule 7.1 on any further issues of equity securities in the next 12 months and restore the Company's ability to issue equity securities within the 15% annual limit under that ASX Listing Rule, to the extent of the 1,000,000 Shares.

1.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company's members subsequently approve it.

Whilst the outcome of Resolution 1 will have no effect on the issue of the Shares to Voermans Geological Services Pty Limited, Shareholder approval will restore the Company's ability to issue further equity securities under ASX Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of the 1,000,000 Shares.

1.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.5:

• (a) A total of 1,000,000 Shares were issued on 23 December 2007.

• (b) The Shares were issued for no cash consideration, as they formed part of the consideration for the acquisition of the Mt Oscar Iron Ore Project.

• (c) The Shares issued rank equally in all respects with all other ordinary shares in the capital of the Company.

• (d) The Shares were issued to Voermans Geological Services Pty Limited.

• (e) No funds were raised from the issue of the Shares, as they were issued as part of the consideration for the acquisition of the Mt Oscar Iron Ore Project.

1.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 1 as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and to preserve cash resources.

2. Resolution 2 - Approval of Issue of Shares to Voermans Geological Services Pty Limited

2.1 Background

Resolution 2 seeks Shareholder approval for the Company to issue and allot 1,000,000 Shares to Voermans Geological Services Pty Limited (or its nominee(s)), as part of the consideration for the Mt Oscar Iron Ore Project, details of which are set out above in section 1 of this Explanatory Memorandum.

2.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

Resolution 2 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 1,000,000 Shares described above. The effect of such approval is that any such Shares will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

2.3

ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

• (a) A maximum of 1,000,000 Shares will be issued.

• (b) The Shares will be issued no later than 3 months after the date of the Meeting, or such later date as may be approved by ASX.

• (c) The Shares will be issued for no cash consideration, as they form part of the consideration for the acquisition of the Mt Oscar Iron Ore Project.

• (d) The Shares will be issued to Voermans Geological Services Pty Limited (or its nominee(s)).

• (e) The Shares issued will rank equally in all respects with all other ordinary shares in the capital of the Company.

• (f) No funds will be raised from the issue of the Shares, as they will be issued as part of the consideration for the acquisition of the Mt Oscar Iron Ore Project.

2.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 2 as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and to preserve cash resources.

3. Resolution 3 - Approval of Issue of Shares and Annexure A Options to consultants

3.1 Background

As outlined in the Prospectus, the Company is actively engaged in seeking both direct and indirect investments in mineral resource projects which have the potential to increase Shareholder value. As announced to ASX on 27 December 2007, as part of the Company's strategy it will offer to consultants and advisers incentives to secure new projects, direct and indirect investments and for this reason may issue up to 10,000,000 Shares at a deemed issue price of 25 cents each and up to 12,000,000 Annexure A Options to consultants of the Company.

Under Resolution 3, the Company seeks Shareholder approval to issue and allot equity securities, being up to 10,000,000 Shares and up to 12,000,000 Annexure

A Options. The purpose of this approval to issue Shares and Annexure A Options is to provide the Company with the flexibility to make additional placements of equity securities and to preserve the Company's cash resources.

3.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 10,000,000 Shares and 12,000,000 Annexure A Options described above. The effect of such approval is that any such Shares or Annexure A Options will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

3.3

ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

• (a) The maximum number of securities to be issued is:

• (i) 10,000,000 Shares; and

• (ii) 12,000,000 Annexure A Options.

• (b) The Shares and Annexure A Options will be issued no later than 3 months after the date of the Meeting, or such later date as may be approved by ASX.

• (c) The Shares and Annexure A Options will be issued for no cash consideration.

• (d) The Shares will be issued at a deemed issue price of $0.25 each.

• (e) The names of the current allottees of the Shares and Annexure A Options are currently unknown and will be chosen at the discretion of the Directors, but will not be related parties or their associates.

• (f)

• The Shares will rank equally with the Company's current issued Shares.

• (g) The Annexure A Options will be issued on the terms and conditions and at the time set out in Annexure A.

• (h) No funds will be raised from the issue of the Shares and Annexure A Options.

• (i) The Shares and Annexure A Options will be allotted progressively.

2.3 Directors' Recommendation

The Board (other than Mr Wang) recommends that Shareholders vote in favour of Resolution 3 as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and to preserve cash resources. Mr Wang has abstained from providing a recommendation in relation

to this resolution as the transactions contemplated were proposed prior to his appointment as a director.

4. Resolutions 4 - 8: Issues of securities to Directors

4.1 Background

Resolutions 4 to 8 seek Shareholder approval for the issue of securities to Directors (or their nominees) ( Director Securities ).

Details of the Director Securities are as follows:

Name	Number and type	Exercise Price	Expiry Date
Sevag Chalabian	5,000,000 Annexure D Options#	$0.25	30 June 2012
	250,000 Annexure C Options	$0.40	30 June 2012
Barry Woodhouse	5,000,000 Annexure D Options#	$0.25	30 June 2012
	250,000 Annexure C Options	$0.40	30 June 2012
Nicholas Bancroft- Cooke	1,000,000 Shares	Not applicable	Not applicable
	500,000 Annexure B Options*	$0.40	30 June 2012

One third of the Annexure D Options are exercisable on the date of their issue. A further third are exercisable on the first anniversary of the date of their issue. The balance of the Annexure D Options are exercisable on the second anniversary of the date of their issue.

*One third of the Annexure B Options are exercisable on the date of their issue. A further third are exercisable on the first anniversary of the date of their issue. The balance of the Annexure B Options are exercisable on the second anniversary of the date of their issue.

Full terms of the Annexure B Options, Annexure C Options and Annexure D Options are included in Annexures B, C and D to this Explanatory Memorandum respectively.

The Director Securities will be allotted and issued on a single occasion as soon as possible and, in any event, within 1 month of the date of the General Meeting.

As the Director Securities will be issued for no cash consideration, no cash funds will be raised by the Company from their issue. Any funds received on the exercise of the Annexure B Options, Annexure C Options and Annexure D Options will be used for working capital purposes.

4.2 Corporations Act and ASX Listing Rules

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. In particular, section 208 of the Corporations Act prohibits, subject to specified exceptions, a company giving a financial benefit to a related party of the company without prior shareholder approval.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing shares, options and other securities, such as the Director Securities.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

• (a) obtain the approval of members in the way set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months after the approval.

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities, such as the Director Securities, to a related party of the company.

Each of the Directors is a related party of the Company for the purposes of the Corporations Act and the ASX Listing Rules. Accordingly, Shareholder approval is required under Chapter 2E of the Corporations Act and ASX Listing Rule 10.11 to the issue of Director Securities under each of Resolutions 4 to 8.

In accordance with ASX Listing Rule 7.2 Exception 14, the approval of the Shareholders pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Securities to the Directors if Shareholder approval is obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of the Director Securities to the Directors will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

4.3 ASX Listing Rule & Corporations Act disclosure requirements

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. In accordance with section 219 of the Corporations Act and for the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 4 to 8.

Dilution

The capital structure of the Company at the date of this Notice of Meeting is as follows:

Class of securities	Number of securities on issue
Shares	82,155,292
Unlisted Options	2,250,000

As set out in section 2.6 of the Prospectus, the Company proposed to issue loyalty options on the basis of one loyalty option for every 2 Shares held. The Company initially intended to issue the loyalty options at an issue price of $0.005, exercisable at $0.25 on or before 1 February 2009, within 180 days of quotation of its Shares on the ASX. As announced to ASX on 1 May 2008, the Company has revised its plans and now intends that the loyalty options will have an expiry date of 30 June 2009 and that the loyalty option issue will be conducted within 240 days of quotation of its Shares on the ASX. The loyalty option issue will otherwise be conducted on the terms and conditions set out in the Prospectus. The directors retain the right to vary the terms of the loyalty options.

If all of the Director Securities are issued and all of the Annexure B Options, Annexure C Options and Annexure D Options are exercised, a total of 12,000,000 additional Shares will be issued, with the effect that the shareholdings of existing Shareholders at the date of this Notice of Meeting will be diluted by approximately 14% (based on the number of Shares on issue at the date of this Notice of Meeting which is 82,155,292 Shares).

Directors' interests in Company's issued capital

As at the date of this Explanatory Memorandum, the interests of Sevag Chalabian, Barry Woodhouse and Nicholas Bancroft-Cooke in the issued capital of the Company are as follows:

Director	Shares	Unlisted Options
Sevag Chalabian	200,000	1,000,000
Nicholas Bancroft-Cooke	Nil	Nil
Barry Woodhouse	200,000	250,000

Immediately after the issue of the Director Securities pursuant to Resolutions 4 to 8, the interests of Sevag Chalabian, Barry Woodhouse and Nicholas BancroftCooke in the issued capital of the Company will be:

Director	Shares	Unlisted Options	Annexure B Options	Annexure C Options	Annexure D Options
Sevag Chalabian	200,000	1,000,000	Nil	250,000	5,000,000
Nicholas Bancroft-Cooke	1,000,000	Nil	500,000	Nil	Nil
Barry Woodhouse	200,000	250,000	Nil	250,000	5,000,000

Directors' remuneration

The existing remuneration packages of Sevag Chalabian, Barry Woodhouse and Nicholas Bancroft-Cooke, prior to the issue of the Director Securities, are as follows:

Directors	$ per annum
Sevag Chalabian	$60,000
Nicholas Bancroft- Cooke	$25,000
Barry Woodhouse	$25,000

Valuations of Director Securities

Annexure B Options

The Annexure B Options have been valued using the Black & Scholes pricing model, based on the following assumptions:

• (a) Annexure B Options expire on 30 June 2012;

• (b) Vesting period: one third are exercisable on the date of issue, a further third are exercisable on the first anniversary of the date of their issue and the balance are exercisable on the second anniversary of the date of their issue;

• (c) a price per share as at 26 May 2008 of 31 cents (being the last closing price of the Shares on ASX on the date of performing the calculation);

• (d) a volatility factor of 90% which has been determined as a result of a short trading period of the Company’s shares on ASX since listing on 31 October 2007;

• (e) a risk free interest rate of 6.77% per annum being the average of the 3 and 5 year bond rates; and

• (f) no discount rate has been applied in this instance although there are vesting conditions and the options have been valued in separate tranches according to the exercise date.

The valuations ascribed to the Annexure B Options may not necessarily represent the market price at the date of valuation.

Based on the above, the Annexure B Options have a total value of 16.85 cents per Annexure B Option.

Annexure C Options

The Annexure C Options have been valued using the Black & Scholes pricing model, based on the following assumptions:

• (a) Annexure C Options expire on 30 June 2012;

• (b) Vesting period: all options are exercisable on the date of issue ;

• (c) a price per share as at 26 May 2008 of 31 cents (being the last closing price of the Shares on ASX on the date of performing the calculation);

• (d) a volatility factor of 90% which has been determined as a result of a short trading period of the Company’s shares on ASX since listing on 31 October 2007;

• (e) a risk free interest rate of 6.77% per annum being the average of the 3 and 5 year bond rates; and

• (f) a discount rate has not been applied in this instance and the options have been valued in separate tranches according to the exercise date.

The valuations ascribed to the Annexure C Options may not necessarily represent the market price at the date of valuation.

Based on the above, the Annexure C Options have a total value of 19.67 cents per Annexure C Option.

Annexure D Options

The Annexure D Options have been valued using the Black & Scholes pricing model, based on the following assumptions:

• (a) Annexure D Options expire on 30 June 2012;

• (b) Vesting period: one third are exercisable on the date of issue, a further third are exercisable on the first anniversary of the date of their issue and the balance are exercisable on the second anniversary of the date of their issue;

• (c) a price per share as at 26 May 2008 of 31 cents (being the last closing price of the Shares on ASX on the date of performing the calculation);

• (d) a volatility factor of 90% which has been determined as a result of a short trading period of the Company’s shares on ASX since listing on 31 October 2007;

• (e) a risk free interest rate of 6.31% per annum being the average of the 3 and 5 year bond rates; and

• (f) a discount rate has not been applied in this instance although there are vesting conditions and the options have been valued in separate tranches according to the exercise date.

The valuations ascribed to the Annexure D Options may not necessarily represent the market price at the date of valuation.

Based on the above, the Annexure D Options a total value of 19.98 cents per Annexure D Option.

Shares

The Shares proposed to be issued to Nicholas Bancroft-Cooke have been valued using a price per share as at 26 May 2008 of 31 cents (being the last closing price of the Shares on ASX on the date of performing the calculation).

Based on the above, the shares have a total value of 31 cents per share.

Summary of valuations

The following is a summary of the valuations for the Directors Securities for each of the Directors, calculated in accordance with the methods and based on assumptions set out above:

	Shares	Shares Value	Annexure B Options Number	Total Annexure B Options Value
Nicholas Bancroft- Cooke	1,000,000	$310,000 (at $0.31 per Share)	500,000	$84,250(at $0.1685 per option)

	Annexure C Options Number	Annexure C Options Value	Annexure D Options Number	Annexure D Options Value
Sevag Chalabian	250,000	$49,175 (at $0.1967 per option)	5,000,000	$999,000(at $0.1998 per option)
Barry Woodhouse	250,000	$49,175 (at $0.1967 per option)	5,000,000	$999,000 (at $0.1998 per option)

Reasons for proposed issue of Director Securities

The primary purpose of the issue of the Director Securities to Sevag Chalabian and Barry Woodhouse is to recognise past achievements, as a form of remuneration and as an incentive to them to maximise Shareholder returns.

The Director Securities which are proposed to be issued to Nicholas BancroftCooke are being issued in accordance with the terms of his appointment, which

included the issue of 500,000 Annexure B Options and 1,000,000 Shares as a sign-on fee, subject to Shareholder approval, as announced to ASX on 12 December 2007.

The number and terms of the Director Securities have been determined by the Directors based on what they consider commercial in light of the circumstances of the Company.

The Directors recognise that the issue of Director Securities to non-executive directors is contrary to recommendation 9.3 of the ASX Principles of Good Corporate Governance and Best Practice Recommendations. However, they consider the issue of the Director Securities to be commercial in the circumstances given the Company's size and stage of development, market practice of other companies in the mineral exploration and development industry and the necessity to attract and retain skilled professionals to the roles whilst maintaining the Company's cash resources.

The Directors recognise that the Company has in place a management agreement with Artemis Resources Limited ( Artemis ) under which a management fee and incentive fee if payable to Artemis, in return for Artemis providing management services to the Company. The terms of the management agreement, management fee and incentive fee are summarised in the Prospectus.

The Directors note that the Company Is seeking Shareholder approval under Resolution 16 to enter into the Corporate Advisory Agreement under which the Corporate Adviser will provide corporate advisory services to the Company.

The Directors note that the management services undertaken to be provided by Artemis under the management agreement do not include the decision making process normally undertaken by the Board (unless an authority is specifically granted by the Board). Given the size and stage of development of the Company they consider that they have an important role to play in the Company's success and that the issue of Director Securities to them will act as an effective incentive to them to maximise Shareholder return.

Potential Benefits

If the Director Securities are issued under Resolutions 4 to 8, it is considered that the following benefits will arise:

• (a) Each of Sevag Chalabian, Barry Woodhouse and Nicholas BancroftCooke will have a vested interest in the affairs of the Company and an incentive to ensure the market price of the Shares increases, benefiting all Shareholders.

• (b) The issue of Director Securities is a non-cash form of remuneration, thus conserving liquid funds.

• (c) The Company could raise up to $2,900,000 if all of the Annexure B Options, Annexure C Options and Annexure D Options proposed to be issued to Directors are exercised.

Potential Costs

The potential cost to the Company of the proposed issue of the Director Securities under Resolutions 4 to 8 is that there will be a dilution of the issued capital of the Company.

It is not considered that there are any opportunity costs to the Company or any benefits foregone by the Company in respect of the proposed issue of Director Securities under Resolutions 4 to 8.

At the date of the Notice of Meeting there is no other information which is known to the Directors that is reasonably required by Shareholders to make a decision whether or not it is in the Company's interests to pass Resolutions 4 to 8, other than as set out in this Explanatory Memorandum.

Share trading history

The price of the Company's shares quoted on the ASX since 31 October 2007 has ranged from a low of $0.215 on 12 March 2008 to a high of $0.53 on 19 November 2007. The latest available price of Shares quoted on the ASX prior to the date of this Notice of Meeting on 26 May 2008 was 31 cents.

4.4 Directors' Recommendation

As proposed recipients of securities to be issued under Resolutions 4 to 8 each of Messrs Chalabian, Woodhouse and Bancroft-Cooke consider that they have an interest in these resolutions and therefore makes no recommendation in regard to them.

Mr Lambert recommends that Shareholders vote in favour of Resolutions 4 to 8 for the reasons set out above. Mr Wang has abstained from providing a recommendation in relation to these resolutions as the transactions contemplated were proposed prior to his appointment as a director.

5. Resolutions 9 - 12: Investment by Chinese iron and steel group

5.1 Background

As announced to the ASX on 17 December 2007, the Company has signed a non-binding memorandum of understanding ( MoU ) with a Chinese iron and steel group in respect of the Company's Mount Oscar Project.

As announced to ASX on 29 January 2008, pursuant to the MoU, a Chinese iron and steel group nominee, Hugo Natural Enterprises Ltd ( Hugo ) invested $1,000,000 in the Company by acquiring 2,941,177 Shares at an issue price of $0.34 per Share ( Initial Placement ).

Under the MoU Hugo may also invest a further $2,280,999 in the Company pursuant to an option granted to it to subscribe for up to 6,708,823 Shares at an issue price of $0.34 per Share ( Initial Option ).

As announced to ASX on 21 February 2008 Apollo has completed a further placement to Hugo of 6,666,667 Shares at an issue price of $0.30 per Share to raise a further $2,000,000 ( Further Placement ).

As announced to ASX on 21 February 2008 it is contemplated that further placements may be made to Hugo, to take its interest in the issued share capital of Apollo up to 19.9% ( Potential Further Placements ).

Resolution 9 seeks ratification by Shareholders of the issue of 2,941,177 Shares to Hugo under the Initial Placement.

Resolution 10 seeks ratification by Shareholders of the issue of 6,666,667 Shares to Hugo under the Further Placement.

Resolution 11 seeks Shareholder approval to issue and allotment of up to 6,708,823 Shares under the Initial Option.

Resolution 12 seeks Shareholder approval to the issue and allotment of up to 6,000,000 under the Potential Further Placements.

5.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company's members subsequently approve it.

Resolutions 9 and 10 seek Shareholder ratification for the purposes of ASX Listing Rule 7.4 for the issue of Shares under the Initial Placement and the Further Placement, as described above. Shareholder approval will have no effect on the issue of these Shares, however it will restore the Company's ability to issue further equity securities under ASX Listing Rule 7.1, in the next 12 months from the date of issue, to the extent of the number of Shares for which ratification is sought under those resolutions.

Resolutions 11 and 12 seek Shareholder approval under ASX Listing Rule 7.1 for the issue of Shares the subject of the Initial Option and the Potential Further Placements, as described above. The effect of such approval is that any such Shares will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

5.3 ASX Listing Rule Disclosure Requirements in respect of Resolution 9

The following information is provided in accordance with ASX Listing Rule 7.5, in respect of Resolution 9:

• (a) A total of 2,941,177 Shares were issued.

• (b) The Shares were issued at a price of $0.34 each.

• (c) The Shares issued rank equally in all respects with all other ordinary shares in the capital of the Company.

• (d) The Shares were issued to Hugo Natural Enterprises Ltd.

• (e) Funds raised from the issue of the Shares will be used for working capital purposes and to commence exploration on the Company’s exploration assets.

5.4 ASX Listing Rule Disclosure Requirements in respect of Resolution 10

• The following information is provided in accordance with ASX Listing Rule 7.5, in respect of Resolution 10:

• (a) A total of 6,666,667 Shares were issued.

• (b) The Shares were issued at a price of $0.30 each.

• (c) The Shares issued rank equally in all respects with all other ordinary shares in the capital of the Company.

• (d) The Shares were issued to Hugo Natural Enterprises Ltd.

• (e) Funds raised from the issue of the Shares will be used for working capital purposes and to commence exploration on the Company’s exploration assets.

5.5 ASX Listing Rule Disclosure Requirements in respect of Resolution 11

The following information is provided in accordance with ASX Listing Rule 7.3:

• (a) A maximum of 6,708,823 Shares will be issued.

• (b) The Shares will be issued no later than 3 months after the date of the Meeting, or such later date as may be approved by ASX.

• (c) The Shares will be issued at a price of $0.34 each.

• (d) The Shares will be issued to Hugo Natural Enterprises Ltd. or its nominee(s).

• (e) The Shares issued will rank equally in all respects with all other ordinary shares in the capital of the Company.

• (f) Funds raised will be used for working capital purposes and to commence exploration on the Company’s exploration assets.

5.6 ASX Listing Rule Disclosure Requirements in respect of Resolution 12

The following information is provided in accordance with ASX Listing Rule 7.3:

• (a) A maximum of 6,000,000 Shares will be issued.

• (b) The Shares will be issued no later than 3 months after the date of the Meeting, or such later date as may be approved by ASX.

• (c) The Shares will be issued at a price of $0.34 each.

• (d) The Shares will be issued to Hugo Natural Enterprises Ltd. or its nominee(s).

• (e) The Shares issued will rank equally in all respects with all other ordinary shares in the capital of the Company.

• (f) Funds raised will be used for working capital purposes and to commence exploration on the Company’s exploration assets.

5.7 Directors' Recommendation

The Board (apart from Mr Wang) recommends that Shareholders vote in favour of Resolutions 9 to 12 as they will allow the investment by Hugo to proceed and allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and to preserve cash resources. Mr Wang has abstained from providing a recommendation in relation to these resolutions as he is a director of Hugo.

6. Resolution 13 - Approval of Employee Option Plan

6.1 Background

Resolution 13 seeks Shareholder approval to establish and maintain an employee option plan ( Plan ). The main purpose of the Plan is to enable the Company to reward its Directors and employees and provide them with an additional incentive to continue their commitment and dedication towards the Company.

If Resolution 13 is passed, the Plan will enable the Company to issue options to Directors and employees and to issue Shares to those Directors and employees if they choose to exercise the options issued under the Plan ( Plan Options ). It should be noted that Resolution 13 does not approve the issue of any Plan Options to any Director. Plan Options cannot be granted to Directors unless prior approval of Shareholders is obtained in accordance with the ASX Listing Rules.

No Plan Options have been issued as at the date of this Notice.

6.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders. However certain issues are exempt from the restrictions of ASX Listing Rule 7.1 and will be not be counted as reducing the number of equity securities which the company can issue without shareholder approval under the limit imposed by ASX Listing Rule 7.1.

Exempt issues include an issue of securities to persons participating in an employee incentive plan where shareholders have approved the issue of securities under the plan as an exemption from ASX Listing Rule 7.1. Shareholder approval must be given in a general meeting held not more than 3 years before the date of the issue of such securities. In order to take advantage of the exemption from ASX Listing Rule 7.1 and allow the Company flexibility to issue securities, Shareholders are requested to approve the issue of Plan Options as an exemption from ASX Listing Rule 7.1. This approval will be effective for a period of 3 years from the date of the Meeting.

A summary of the terms of the Plan are set out in Annexure E.

6.3 Directors' Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 13 as it enables the Company to reward its Directors and employees and provide them with an additional incentive to continue their commitment and dedication towards the Company.

7. Resolution 14 - Approval of Issue of Shares

7.1 Background

As outlined in the Prospectus, the Company is actively engaged in seeking both direct and indirect investments in mineral resource projects which have the potential to increase Shareholder value.

Under Resolution 14, the Company seeks Shareholder approval to issue and allot up to 10,000,000 Shares. This will allow the Company the flexibility to issue these Shares as consideration (or part of the consideration) for the acquisition of interests in new mineral resource projects which could involve uranium, iron ore and base metals, should opportunities for investment arise.

7.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Resolution 14 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 10,000,000 Shares. The effect of such approval is that any such Shares will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

7.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

• (a) The maximum number of securities to be issued is 10,000,000 Shares.

• (b) The Shares will be issued no later than 3 months after the date of the Meeting, or such later date as may be approved by ASX.

• (c) The Shares will be issued for no cash consideration.

• (d) The names of the allottees of the Shares are currently unknown, and will be determined based on the requirements of vendors of any new mineral resource project which the Company decides to invest in, but will not be related parties or their associates.

• (f) The Shares will rank equally with the Company's current issued Shares.

• (h) No funds will be raised from the issue of the Shares, as the Shares will be issued as consideration (or part of the consideration) to acquire investments in new mineral resources projects, which could involve uranium, iron ore and base metals.

• (i) The Shares will be allotted progressively, as opportunities for investment in new mineral resource projects arise.

7.3 Directors' Recommendation

The Board (apart from Mr Wang) recommends that Shareholders vote in favour of Resolution 14 as it will assist the Company to preserve cash resources by issuing Shares as consideration (or part of the consideration) for interests in new mineral resource projects which could involve uranium, iron ore and base metals at the same time as allowing greater flexibility to issue further securities. Mr Wang has abstained from providing a recommendation in relation to this resolution as the transaction contemplated was proposed prior to his appointment as a director.

8. Resolution 15 - Increase in Maximum Directors' Fees

8.1 Background

Listing Rule 10.17 and Rule 39 of the Constitution require Shareholder approval by ordinary resolution for an increase in the total amount of fees that can be paid to Directors (not including any salary paid to executive Directors).

As announced on 10 March 2008, the Company has recently appointed 2 additional Directors. Mr Michael Lambert has been appointed as an executive director and Mr Wang Jianguang has been appointed as a non-executive director.

The Company is seeking approval to increase the maximum total amount payable to non-executive Directors from $200,000 to $400,000, to ensure that the Company is able to remunerate its increased number of non-executive Directors appropriately and to enable it to attract and retain the services of suitably qualified and experienced non-executive Directors.

The increase in the maximum total amount payable to non-executive Directors will enable the Company to remunerate the increased number of non-executive Directors of the Company appropriately, to appoint additional non-executive Directors in the future, if needed, and to increase fees in future in line with market conditions.

8.2 Directors' Recommendation

As potential recipients of benefits if the maximum total amount of Directors' fees is increased under Resolution 15 each of the Directors considers that they have an interest in this resolution and therefore makes no recommendation in regard to it.

9. Resolutions 16 and 17: Corporate Advisory Agreement with Corporate Adviser

9.1 Background

The Company is proposing to enter into a corporate advisory agreement ( Corporate Advisory Agreement ) appointing Panthera Pardus Limited

( Corporate Adviser ) to provide corporate advisory services to the Company to replace the existing agreement between the Company and the Corporate Adviser.

The Corporate Adviser has particular corporate skills and experience in the areas of capital raising and mergers and acquisitions which the Directors consider would be beneficial to the operations of the Company.

The corporate advisory services include:

• (a) promoting and assisting the Company in developing and implementing the corporate strategy and development of its projects; and

• (b) providing corporate advice on acquisitions, sales and divestments, takeovers and mergers, joint venture or strategic alliances or other corporate transactions to enhance Shareholder value.

In consideration for providing the services, the Company will:

• (a) pay the Corporate Adviser a consultancy fee of $35,000 per month;

• (b) issue to the Corporate Adviser (and/or its nominee(s)) the number of Shares, Annexure F Options and Annexure G Options set out below within 7 days of the achievement of the relevant event ( Relevant Events ):

• (i) 10,000,000 Annexure F Options and 10,000,000 Shares - The average undiluted market capitalisation of the Company is more than $35,000,000 for more than 3 consecutive days.

• (ii) 10,000,000 Annexure F Options and 10,000,000 Shares - The average undiluted market capitalisation of the Company is more than $50,000,000 for more than 3 consecutive days.

• (iii) 10,000,000 Annexure F Options and 10,000,000 Annexure G Options - The average undiluted market capitalisation of the Company is more than $65,000,000 for more than 3 consecutive days. The Annexure G Options are being issued if this Relevant Event is achieved in place of Shares to ensure that the 20% threshold prescribed in section 606 of the Corporations Act is not exceeded due to the acquisition by the Corporate Adviser of Shares under the Corporate Advisory Agreement.

If the issue of Annexure F Options to the Corporate Adviser under the Agreement would infringe ASX Listing Rule 7.16, the Company is to issue Shares to the Corporate Adviser instead of Annexure F Options or the Annexure G Options. In this case the number of Shares to be issued will be a quantity reflecting the same economic value as the quantity of the relevant Annexure F Options or the Annexure G Options otherwise to be issued (based on a Black and Scholes valuation) reasonably determined by the Company.

• (c) pay the Corporate Adviser a fee of 5% of the funds raised in any Capital Raising and up to 5% in options with a strike price equal to the placement price.

• (d) if a Transaction (as defined in Schedule 1) takes place during the term pay the Corporate Adviser the following fees ( Success Fee ):

• (i) for Transactions with an Equity Value of up to $20 million, a fee equal to 5% of the Equity Value with a minimum of $100,000;

• (ii) for Transactions with an Equity Value between in excess of $20 million and $50 million, a fee equal to the greater of:

• (A) 3% of the Equity Value; and

• (B) $1,000,000;

• (iii) for Transactions with an Equity Value between in excess of $50 million and $100 million, a fee equal to the greater of:

• (A) 2% of the Equity Value; and

• (B) $1.5 million.

• (iv) for Transactions with an Equity Value in excess of $100 million, a fee equal to the greater of:

• (A) 2% of the Equity Value; and

• (B) $2 million.

A quarter of the Success Fee will be payable on announcement of the Transaction and the balance on completion of the Transaction, or in the event of a takeover, when the takeover offer becomes unconditional.

Where a takeover of the Company by a third party or by the Company directly or indirectly of a third party that is governed by Chapter 6 of the Corporations Act does not result in the acquirer acquiring Control of the target, the Company will pay the Corporate Adviser a proportion of the Success Fee equal to the proportion that the total shares of the target acquired bears to the total issued share capital of the target.

If a Transaction (other than by way of a takeover offer) results in the acquisition of less than 50% of the share capital of the Company or of a third party, or results in the acquisition of less than 50% of the assets or undertakings of the Company or of a third party, the Company will pay the Corporate Adviser a proportion of the Success Fee equal to the proportion that the total shares, assets or undertakings acquired bears to the total issued share capital, assets or undertakings of the target.

At the Corporate Adviser's request any Success Fee may be paid partly in cash and partly in Shares, provided this does not breach any takeover condition in relation to the transaction.

Additionally the Company agrees to reimburse the Corporate Adviser for all of its reasonable out-of-pocket expenses provided that, in relation to any single expense exceeding $20,000 per month, the prior approval of the Company has been obtained.

The Corporate Advisory Agreement is for a term of 2 years, but may be terminated immediately for any of the following reasons:

• (a) the Corporate Adviser, or the Company has an administrator, receiver, receiver and manager, provisional liquidator or liquidator appointed;

• (b) the Corporate Adviser or Company fails to remedy a material breach of the agreement that is capable of being remedied within 14 days of receiving written notice requesting it do so;

• (c) the Corporate Adviser or Company commits a material breach of the agreement that is incapable of remedy; or

• (d) the Corporate Adviser or any of its officers or employees involved in the provision of services under the agreement is guilty of gross misconduct affecting the business of the Company or of any fraud or dishonesty in connection with the provision of the services.

If the Corporate Adviser terminates the agreement for any of the reasons applying to the Company which are set out above, the Company must pay to the Corporate Adviser, within 7 days after the termination date, a termination fee equal to the consultancy fee of $35,000 per month multiplied by the number of months remaining from the termination date until the expiry of the term of two years of the agreement.

If within 18 months from the date of termination or expiry of the agreement, a Capital Raising or Transaction is completed by the Company, or the Company enters into an agreement which contemplates a Capital Raising or Transaction which is later completed, the Company must pay the relevant capital raising fee or Success Fee to the Corporate Adviser on the date the Capital Raising or Transaction is completed.

Under Resolution 16 the Company seeks Shareholder approval to enter into the Corporate Advisory Agreement with the Corporate Adviser.

Under Resolution 17 the Company seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of Shares, Annexure F Options and Annexure G Options under the Corporate Advisory Agreement, as described above.

9.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

Under Resolution 17 the Company seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 20,000,000 Shares, 30,000,000 Annexure F Options and 10,000,000 Annexure G Options. The effect of such approval is that any such Shares, Annexure F Options and Annexure G Options will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

9.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

• (a) The maximum number of securities the Company will issue under Resolution 17 is 20,000,000 Shares, 30,000,000 Annexure F Options and 10,000,000 Annexure G Options.

• (b) The securities will be issued within 7 days of achievement of the Relevant Events set out in section 9.1 above. If the Relevant Events do not occur within 3 months from the date of the Meeting, the Company will either apply for the 3 month period for which Shareholder approval under ASX Listing Rule 7.1 subsists to be extended, issue the securities under its 15% capacity for the purposes of ASX Listing Rule 7.1 (if it has such capacity), or seek further Shareholder approval prior to the issue.

• (c) All of the securities will be issued as part of the service fee to the Corporate Adviser under the Corporate Advisory Agreement,

• (d) The securities will be issued to the Corporate Adviser (and or its nominee(s)), who are not related parties or their associates.

• (e) The Shares are fully paid ordinary shares in the capital of the Company and will rank equally with the Company's current issued Shares. The full terms and conditions of the Annexure F Options and the Annexure G Options are set out in Annexure F and Annexure G respectively.

• (f) No funds will be raised from the issue of the Shares, Annexure F Options or Annexure G Options.

• (g) The Shares, Annexure F Options and Annexure G will be allotted progressively as the Relevant Events are achieved.

9.4 Directors' Recommendation

None of the Directors have a material personal interest in Resolution 16 or Resolution 17. Each of the Directors approved the proposal to put Resolution 16 and Resolution 17 to Shareholders.

Each of the Directors (apart from Mr Wang) recommends that Shareholders vote in favour of Resolution 16 and Resolution 17 as they consider the Corporate Advisory Agreement will benefit the Company and its Shareholders because:

• (a) the performance of the Corporate Adviser under the Corporate Advisory Agreement may result in an increase in Share price;

• (b) the payment of the securities to the Corporate Adviser is subject to the Relevant Events being satisfied. The nature of the milestone events is such that the Corporate Adviser's interests are aligned to the interests of Shareholders;

• (c) the payment of the Success Fee will not negatively affect the cashflow of the Company;

• (d) the Corporate Adviser will provide assistance to the Board through its industry knowledge and expertise.

Mr Wang has abstained from providing a recommendation in relation to this resolution as the transaction contemplated were proposed prior to his appointment as a director.

10. Capital Structure

The following is a cumulative table setting out the capital structure of the Company in the event that all of the resolutions contemplating the issue of

Shares and Options under this Notice are approved by Shareholders and the Shares and Options are issued:

	Shares	Options (on varying terms and conditions)
Number at the date of this Notice	82,155,292	2,250,000
Resolution 2 - Approval of Issue of Shares to Voermans Geological Services Pty Limited	83,155,292	2,250,000
Resolution 3 - Approval of Issue of Shares and Annexure A Options to consultants	93,155,292	14,250,000
Resolution 4 - Approval of Issue of Annexure D Options to Sevag Chalabian	93,155,292	19,250,000
Resolution 5 - Approval of Issue of Annexure D Options to Barry Woodhouse	93,155,292	24,250,000
Resolution 6 - Approval of Issue of Shares and Annexure B Options to Nicholas Bancroft- Cooke	94,155,292	24,750,000
Resolution 7 - Approval of Issue of Annexure C Options to Sevag Chalabian	94,155,292	25,000,000
Resolution 8 - Approval of Issue of Annexure C Options to Barry Woodhouse	94,155,292	25,250,000
Resolution 11 - Approval of Issue of Shares to Hugo Natural Enterprises Ltd	100,864,115	25,250,000
Resolution 12 - Approval of Issue of Shares to Hugo Natural Enterprises Ltd	106,864,115	25,250,000
Resolution 14 - Approval of Issue of Shares	116,864,115	25,250,000
Resolution 17 - Approval of Issue of Securities to Corporate Adviser	136,864,115	65,250,000
Total	136,864,115	65,250,000

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice of General Meeting:

Annexure A Option means an option to acquire a Share on the terms and conditions set out in Annexure A.

Annexure B Option means an option to acquire a Share on the terms and conditions set out in Annexure B.

Annexure C Option means an option to acquire a Share on the terms and conditions set out in Annexure C.

Annexure D Option means an option to acquire a Share on the terms and conditions set out in Annexure D.

Annexure F Option means an option to acquire a Share on the terms and conditions set out in Annexure F.

Annexure G Option means an option to acquire a Share on the terms and conditions set out in Annexure G.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 and the market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the entity is admitted to the official list of ASX, each as amended or replaced from time to time except to the extent of any express written waiver by ASX.

Board means the Board of Directors.

Capital Raising means an equity capital raising, promissory note issue, financing (including procuring debt or quasi-debt facilities or arrangements) or any funds raised by the Company in any jurisdiction through or with the assistance or involvement of the Corporate Adviser or its associates or investors or in respect of which the Corporate Adviser has advised the Company or any of its officers, employees or advisers.

Chair means the person appointed to chair the General Meeting.

Company or Apollo means Apollo Minerals Limited ABN 96 125 222 924.

Constitution means the constitution of the Company as at the date of the General Meeting.

Control has the meaning given to it in the Corporations Act and includes without limitation:

• (a) holding more than 50% of the issued voting capital of the target;

• (b) being in effective control of the board of directors of the target.

Corporate Adviser means Panthera Pardus Limited.

Corporations Act means the Corporations Act 2001 (Cth).

Director Securities has the meaning given in section 4.1 of this Explanatory Memorandum.

Directors means the directors of the Company.

EST means Eastern Standard Time.

Equity Value means the net debt of the shares (including Shares) or assets acquired plus the greater of:

• (a) any offer made for the purchase of Shares or assets of the Company or the share or assets of a third party; or

• (b) the volume weighted average price of the shares (including Shares) traded on ASX in the last 3 days immediately preceding the Transaction announcement multiplied by the number of shares (including Shares) to be purchased.

Explanatory Memorandum means the explanatory memorandum which accompanies and forms part of this Notice.

General Meeting or Meeting means the general meeting of the Company to be held on 3 July 2008 at 9 am (WST), convened by this Notice.

Hugo means Hugo Natural Enterprises Ltd.

Notice or Notice of Meeting means this Notice of General Meeting.

Option means an option to acquire a Share.

Prospectus means the Company's prospectus dated 9 August 2007.

Plan has the meaning given to that term in section 6.1 of this Explanatory Memorandum.

Plan Option has the meaning given to that term in section 6.1 of this Explanatory Memorandum.

Resolution means a resolution referred to in this Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Trading Days has the meaning given in the ASX Listing Rules.

Transaction means:

• (a) a sale by the Company directly or indirectly of all or a substantial part (50% or more) of its assets or undertakings or a purchase by the Company directly or indirectly of all or a substantial part (50% or more) of the assets or undertakings of a third party;

• (b) a sale of the whole or a substantial part (50% or more) of the share capital of the Company, or the purchase by the Company directly or indirectly of the whole or a substantial part (50% or more) of the share capital of a third party, other than by way of a takeover offer governed by Chapter 6 of the Corporations Act;

• (c) a merger or other consolidation of all or a substantial part (50% or more) of the Shares or assets of the Company with any third party;

• (d) a takeover of the Company by a third party or a takeover of a third party by the Company directly or indirectly where the offer is governed by Chapter 6 of the Corporations Act and which results in a change of Control of the target.

Unlisted Option means an option to acquire a Share at 30 cents on or before 30 June 2009 on the terms and conditions set out in section 11.7 of the Prospectus.

WST means Western Standard Time, in Perth Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

ANNEXURE A

The terms and conditions of the Annexure A Options shall be as follows:

• (a) Each Annexure A Option entitles the holder to acquire one (1) Share.

• (b) The Annexure A Options are exercisable at any time on or prior to 5.00pm EST on 30 June 2012 ( Annexure A Option Exercise Period ) by completing a Annexure A Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure A Options are exercised to the registered office of Apollo or to the share registry of Apollo.

• (c) The Annexure A Option exercise price is $0.25 per Annexure A Option.

• (d) The Annexure A Options are freely transferable in whole or in part at any time prior to expiry.

• (e) Shares issued on the exercise of an Annexure A Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure A Option will rank equally with the then issued ordinary shares of the Company in all respects. Official quotation of those Shares on the ASX will be sought.

• (f) Annexure A Option holders shall be permitted to participate in new issues of securities on the prior exercise of Annexure A Options in which case the Annexure A Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure A Options.

• (g) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure A Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• (h) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure A Option is exercisable may be increased by the number of Shares which the holder of the Annexure A Option would have received if the Annexure A Option had been exercised before the record date for the bonus issue.

• (i) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure A Option may be reduced in accordance with ASX Listing Rule 6.22.

• (j) Reminder notices will be forwarded to the Annexure A Option holders prior to the expiry of the Annexure A Options. Annexure A Options not exercised before the expiry of the Annexure A Option Exercise Period will lapse.

• (k) The Annexure A Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by an Annexure A Option holder free of charge. Shares to be allotted on exercise of Annexure A Options will be recorded on the Company's share register.

• (l) Subject to the requirements of the ASX Listing Rules, the Company will make an application for Official Quotation of the Annexure A Options on ASX.

• (m) The Annexure A Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

ANNEXURE B

The terms and conditions of the Annexure B Options shall be as follows:

• (a) Each Annexure B Option entitles the holder to acquire one (1) Share.

• (b) Subject to these terms and conditions, the Annexure B Options are exercisable at any time on or prior to 5.00pm EST on 30 June 2012 ( Annexure B Option Exercise Period ) by completing a Annexure B Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure B Options are exercised to the registered office of Apollo or to the share registry of Apollo.

• (c) The Annexure B Options vest as follows ( Vesting Date ):

• (i) One third of the Annexure B Options are exercisable on and after the date of their issue.

• (ii) A further third of the Annexure B Options are exercisable on and after the first anniversary of the date of their issue.

• (iii) The balance of the Annexure B Options are exercisable on and after the second anniversary of the date of their issue.

• (d) The Annexure B Option exercise price is $0.40 per Annexure B Option.

• (e) The Annexure B Options will not be transferable before their Vesting Date. On and from their Vesting Date the Annexure B Options will be freely transferable in whole or in part at any time prior to expiry.

• (f) Shares issued on the exercise of an Annexure B Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure B Option will rank equally with the then issued ordinary shares of the Company in all respects. Official quotation of those Shares on the ASX will be sought.

• (g) Annexure B Option holders shall be permitted to participate in new issues of securities on the prior exercise of Annexure B Options in which case the Annexure B Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure B Options.

• (h) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure B Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• (i) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure B Option is exercisable may be increased by the number of Shares which the holder of the Annexure B Option would have received if the Annexure B Option had been exercised before the record date for the bonus issue.

• (j) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure B Option may be reduced in accordance with ASX Listing Rule 6.22.

• (k) Reminder notices will be forwarded to the Annexure B Option holders prior to the expiry of the Annexure B Options. Annexure B Options not exercised before the expiry of the Annexure B Option Exercise Period will lapse.

• (l) The Annexure B Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by a Annexure B Option holder free of charge. Shares to be allotted on exercise of Annexure B Options will be recorded on the Company's share register.

• (m) Subject to the requirements of the ASX Listing Rules, the Company will make an application for Official Quotation of the Annexure B Options on ASX.

• (n) The Annexure B Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

• (o) Notwithstanding paragraph (c), all Annexure B Options may be exercised prior to their Vesting Date:

• (i) in relation to a takeover bid in respect of the Shares, during the bid period, as defined in section 9 of the Corporations Act, provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the bid period will be deemed to have commenced at the date of that announcement;

• (ii) at any time after a Shareholder, or a group of associated Shareholders, becomes entitled to sufficient Shares to give it or them the ability, and that ability is successfully exercised, in general meeting, to replace all or a majority of the Directors;

• (iii) at any time after, on an application under section 411 of the Corporations Act, a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company, or its amalgamation with any other company,

• (p) Unless otherwise determined by the Board, if the Annexure B Option holder or the person for whom the Annexure B Options are held on behalf of, ceases to be a Director at any time after the Annexure B Options have been issued but prior to the Vesting Date for the Annexure B Options, then:

• (i) if the person ceases to be a Director for any reason other than retirement, total and permanent disablement, redundancy or death ( Specified Reason ), any Annexure B Options held by, or on behalf of that person for which the Vesting Date has not occurred will automatically lapse on the day the person ceases to be a Director; and

• (ii) if the person ceases to be a Director for a Specified Reason, the Annexure B Options will vest and notwithstanding paragraphs (c) and (e) will be freely transferable and exercisable at any time on and from the date the person ceases to be a Director and prior to the end of the Annexure B Option Exercise Period.

ANNEXURE C

The terms and conditions of the Annexure C Options shall be as follows:

• (a) Each Annexure C Option entitles the holder to acquire one (1) Share.

• (b) The Annexure C Options are exercisable at any time on or prior to 5.00pm EST on 30 June 2012 ( Annexure C Option Exercise Period ) by completing a Annexure C Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure C Options are exercised to the registered office of Apollo or to the share registry of Apollo.

• (c) The Annexure C Option exercise price is $0.40 per Annexure C Option.

• (d) The Annexure C Options are freely transferable in whole or in part at any time prior to expiry.

• (e) Shares issued on the exercise of a Annexure C Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of a Annexure C Option will rank equally with the then issued ordinary shares of the Company in all respects. Official quotation of those Shares will be sought.

• (f) Annexure C Option holders shall be permitted to participate in new issues of securities on the prior exercise of Annexure C Options in which case the Annexure C Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements tot he issue) to exercise their Annexure C Options.

• (g) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure C Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• (h) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure C Option is exercisable may be increased by the number of Shares which the holder of the Annexure C Option would have received if the Annexure C Option had been exercised before the record date for the bonus issue.

• (i) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure C Option may be reduced in accordance with ASX Listing Rule 6.22.

• (j) Reminder notices will be forwarded to the Annexure C Option holders prior to the expiry of the Annexure C Options. Annexure C Options not exercised before the expiry of the Annexure C Option Exercise Period will lapse.

• (k) The Annexure C Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by an Annexure C Option holder free of charge. Shares to be allotted on exercise of Annexure C Options will be recorded on the Company's share register.

• (l) The Company will not make an application for Official Quotation of the Annexure C Options on ASX.

• (m) The Annexure C Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

ANNEXURE D

The terms and conditions of the Annexure D Options shall be as follows:

• (a) Each Annexure D Option entitles the holder to acquire one (1) Share.

• (b) Subject to these terms and conditions, the Annexure D Options are exercisable at any time on or prior to 5.00pm EST on 30 June 2012 ( Annexure D Option Exercise Period ) by completing a Annexure D Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure D Options are exercised to the registered office of Apollo or to the share registry of Apollo.

• (c) The Annexure D Options vest as follows ( Vesting Date ):

• (i) One third of the Annexure D Options are exercisable on and after the date of their issue.

• (ii) A further third of the Annexure D Options are exercisable on and after the first anniversary of the date of their issue.

• (iii) The balance of the Annexure D Options are exercisable on and after the second anniversary of the date of their issue.

• (d) The Annexure D Option exercise price is $0.25 per Annexure D Option.

• (e) The Annexure D Options will not be transferable before their Vesting Date. On and from their Vesting Date, the Annexure D Options will be freely transferable in whole or in part at any time prior to expiry.

• (f) Shares issued on the exercise of an Annexure D Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure D Option will rank equally with the then issued ordinary shares of the Company in all respects. Official quotation of those Shares on the ASX will be sought.

• (g) Annexure D Option holders shall be permitted to participate in new issues of securities on the prior exercise of Annexure D Options in which case the Annexure D Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure D Options.

• (h) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure D Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• (i) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure D Option is exercisable may be increased by the number of Shares which the holder of the Annexure D Option would have received if the Annexure A Option had been exercised before the record date for the bonus issue.

• (j) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure D Option may be reduced in accordance with ASX Listing Rule 6.22.

• (k) Reminder notices will be forwarded to the Annexure D Option holders prior to the expiry of the Annexure D Options. Annexure D Options not exercised before the expiry of the Annexure D Option Exercise Period will lapse.

• (l) The Annexure D Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by an Annexure D Option holder free of charge. Shares to be allotted on exercise of Annexure D Options will be recorded on the Company's share register.

• (m) Subject to the requirements of the ASX Listing Rules, the Company will make an application for Official Quotation of the Annexure D Options on ASX.

• (n) The Annexure D Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

• (o) Notwithstanding paragraph (c), all Annexure D Options may be exercised prior to their Vesting Date:

• (i) in relation to a takeover bid in respect of the Shares, during the bid period, as defined in section 9 of the Corporations Act, provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the bid period will be deemed to have commenced at the date of that announcement;

• (ii) at any time after a Shareholder, or a group of associated Shareholders, becomes entitled to sufficient Shares to give it or them the ability, and that ability is successfully exercised, in general meeting, to replace all or a majority of the Directors;

• (iii) at any time after, on an application under section 411 of the Corporations Act, a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company, or its amalgamation with any other company,

• (p) Unless otherwise determined by the Board, if the Annexure D Option holder or the person for whom the Annexure D Options are held on behalf of, ceases to be a Director at any time after the Annexure D Options have been issued but prior to the Vesting Date for the Annexure D Options, then:

• (i) if the person ceases to be a Director for any reason other than retirement, total and permanent disablement, redundancy or death ( Specified Reason ), any Annexure D Options held by, or on behalf of that person for which the Vesting Date has not occurred will automatically lapse on the day the person ceases to be a Director; and

• (ii) if the person ceases to be a Director for a Specified Reason, the Annexure D Options will vest and notwithstanding paragraphs (c) and (e) will be freely transferable and exercisable at any time on and from the date the person ceases to be a Director and prior to the end of the Annexure D Option Exercise Period.

ANNEXURE E

The full terms of the Company's Employee Option Plan ( Plan ) are set out in the Plan, a copy of which can be obtained upon request from the Company. Set out below is a summary of the terms and conditions of the Plan. In the event of any inconsistency between the terms of the Plan and the summary set out below, the terms of the Plan will prevail to the extent of that inconsistency.

• 1 Only a person who is a director or an employee (whether full-time or part-time) of the Company or any related body corporate of the Company are entitled to participate in the Option Plan ( Eligible Person ).

• 2 Plan Options will be issued for no consideration, unless the Board otherwise determines.

• 3 Each Plan Option entitles the Plan Option holder to, on exercise, one fully paid ordinary share in the Company ( Share ).

• 4 The exercise price of each Plan Option will be determined by the Board having regard to the market value of the Shares at the time it resolves to grant the Plan Option.

• 5 All Shares issued and allotted upon exercise of Plan Options will rank pari passu in all respects with Shares previously issued.

• 6 The Board may determine, at the time of issuing a Plan Option, that the Plan Option will be subject to certain exercise conditions relating to the performance, vesting or other conditions which must be satisfied before the Plan Option can be exercised.

• 7 During a bid period, at the time of a change of control or upon a court ordering a meeting in respect of a proposed scheme of arrangement Plan Options may be exercised, notwithstanding any performance, vesting or other conditions.

• 8 Plan Options not validly exercised on or before their expiry date will automatically lapse.

• 9 Unless otherwise determined by the Board, if at any time prior to the earliest date Plan Options are exercisable, an Eligible Person ceases to be an Eligible Person for any reason other than retirement, permanent disability, redundancy or death, all of those Plan Options will automatically lapse.

• 9 Plan Options are not transferable except in the event of the death of the Plan Option holder in which case the Plan Option may be transferred to the legal personal representative of the deceased Plan Option holder.

• 10 The Company will not apply for Official Quotation of the Plan Options on the ASX, however the Company must apply for Official Quotation of those Shares allotted pursuant to the exercise of Plan Options within the time required by the ASX Listing Rules after the date of their allotment.

• 11 Plan Options do not entitle the Plan Option holder to participate in new issues of securities unless the Plan Option has been exercised and Shares allotted in respect of the Plan Option before the record date for determining entitlements to the issue. The Company must give notice as required under the ASX Listing

Rules to Plan Option holders of any new issue before the record date for determining entitlements to the issue.

• 12 The Company will not offer or issue Plan Options to Eligible Persons in accordance with the Plan if the total number of Shares the subject of the Options being offered, when aggregated with:

• (a) the number of Shares which would be issued were each outstanding or Plan Option exercised; and

• (b) the number of Shares issued during the previous 5 years pursuant to the Plan,

but disregarding any offer made or Plan Option or Share issued on exercise of a Plan Option as a result of:

• (c) an offer to a person situation at the time of receipt of the offer outside Australia;

• (d) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or

• (e) an offer made under a disclosure document

would exceed 5% of the total number of issued Shares as at the time of the offer under the Plan.

ANNEXURE F

The terms and conditions of the Annexure F Options are as follows:

• (a) Each Annexure F Option entitles the holder to one Share.

• (b) The Annexure F Options are exercisable at any time prior to 5pm Western Standard Time on 1 April 2012 ( Expiry Date ).

• (c) The exercise price of the Annexure F Options is 25 cents per Annexure F Option.

• (d) The Annexure F Options are freely transferable in whole or part at any time prior to expiry.

• (e) The Company will provide to each Annexure F Options holder a notice that is to be completed when exercising the Annexure F Options ( Notice of Exercise ). The Annexure F Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.

• (f) Upon the exercise of an Annexure F Option and receipt of all relevant documents and payment, the holder in accordance with paragraph 5 will be allotted and issued a Share ranking pari passu with the then issued Shares. Quotation of each such Share will be sought.

• (g) There will be no participating rights or entitlements inherent in the Annexure F Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Annexure F Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 9 business days after the issue is announced. This will give Annexure F Option holders the opportunity (where available) to exercise their Annexure F Options prior to the date for determining entitlements to participate in any such issue.

• (h) If there is a bonus issue ( Bonus Issue ) to Shareholders, the number of Shares over which an Annexure F Option is exercisable will be increased by the number of Shares which the holder would have received if the Annexure F Option had been exercised before the record date for the Bonus Issue ( Bonus Shares ). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

• (i) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Annexure F Option holder are to be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• (j) In the event that the Company makes a pro rata issue of securities (other than a Bonus Issue) to Shareholders, the exercise price of the Annexure F Options may be reduced in accordance with ASX Listing Rule 6.22.

ANNEXURE G

The terms and conditions of the Annexure G Options are as follows:

• (a) Each Annexure G Option entitles the holder to one Share.

• (b) The Annexure G Options are exercisable at any time prior to 5pm Western Standard Time on 1 April 2012 ( Expiry Date ).

• (c) The exercise price of the Annexure G Options is 0.1 cents per Annexure G Option.

• (d) The Annexure G Options are freely transferable in whole or part at any time prior to expiry.

• (e) The Company will provide to each Annexure G Options holder a notice that is to be completed when exercising the Annexure G Options ( Notice of Exercise ). The Annexure G Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.

• (f) Upon the exercise of an Annexure G Option and receipt of all relevant documents and payment, the holder in accordance with paragraph 5 will be allotted and issued a Share ranking pari passu with the then issued Shares. Quotation of each such Share will be sought.

• (g) There will be no participating rights or entitlements inherent in the Annexure G Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Annexure G Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 9 business days after the issue is announced. This will give Annexure G Option holders the opportunity (where available) to exercise their Annexure G Options prior to the date for determining entitlements to participate in any such issue.

• (h) If there is a bonus issue ( Bonus Issue ) to Shareholders, the number of Shares over which an Annexure G Option is exercisable will be increased by the number of Shares which the holder would have received if the Annexure G Option had been exercised before the record date for the Bonus Issue ( Bonus Shares ). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

• (i) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Annexure G Option holder are to be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• (j) In the event that the Company makes a pro rata issue of securities (other than a Bonus Issue) to Shareholders, the exercise price of the Annexure G Options may be reduced in accordance with ASX Listing Rule 6.22.

All correspondence to: Apollo Minerals Limited 34 Parliament Place, West Perth WA 6004 +61 8 9488 5266 +61 8 9321 6699

Proxy Form

Apollo Minerals Limited ACN 125 222 924 ( Company )

I/We__________

(name of Shareholder)

of ____________

(address of Shareholder)

being a Shareholder/Shareholders of the Company and entitled to attend and vote hereby appoint:

X

The Chairperson of the Meeting OR (mark with an ‘X’)

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Insert name of person that you are appointing if that person is someone other than the Chairperson of the Meeting

or failing the person named, or if no person is named, the Chairperson of the Meeting as my/our proxy to act generally at the meeting on my /our behalf and to vote in accordance with in accordance with following directions (or if no directions have been given vote on my/our behalf at the General Meeting of the Company to be held at The Western Australian Club 101 St George’s Terrace Perth Western Australia on 3 July 2008 at 9 am Western Standard Time (WST) and at any adjournment of that Meeting.

IMPORTANT: FOR RESOLUTIONS 4, 5, 6, 7, 8, 13 AND 15 BELOW

==> picture [42 x 47] intentionally omitted <==

If the Chairperson of the Meeting is to be your proxy and you have not directed your proxy as how to vote on Resolutions 4, 5, 6, 7, 8, 13 and/ or 15, please place an ‘X’ in this box. By marking this box you acknowledge that the Chairperson of X the Meeting may exercise your proxy even if the Chairperson has an interest in the outcome of that Resolution and that votes cast by the Chairperson, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy as how to vote, the Chairperson of the Meeting will not cast your votes on Resolutions 4, 5, 6, 7, 8, 13 and/ or 15 and your votes will not be counted in computing the required majority if a poll is called on that Resolution. The Chairperson intends to vote undirected proxies in favour of Resolutions 4, 5, 6, 7, 8, 13 and 15 .

VOTING DIRECTIONS TO YOUR PROXY

For Against Abstain*

(Please mark ‘ X ’ to indicate your directions if you wish to direct the proxy how to vote)

• Resolution 1 Ratify issue of Shares to Voermans Geological Services Pty Limited

• Resolution 2 Approval of issue of Shares to Voermans Geological Services Pty Limited Resolution 3 Approval of Issue of Shares and Annexure A Options to consultants Resolution 4 Approval of Issue of Annexure D Options to Sevag Chalabian Resolution 5 Approval of Issue of Annexure D Options to Barry Woodhouse Resolution 6 Approval of Issue of Shares and Annexure B Options to Nicholas Bancroft-Cooke Resolution 7 Approval of Issue of Annexure C Options to Sevag Chalabian Resolution 8 Approval of Issue of Annexure C Options to Barry Woodhou Resolution 9 Ratify Issue of Shares to Hugo Natural Enterprises Ltd Resolution 10 Ratify Issue of Shares to Hugo Natural Enterprises Ltd Resolution 11 Approval of Issue of Shares to Hugo Natural Enterprises Ltd Resolution 12 Approval of Issue of Shares to Hugo Natural Enterprises Ltd Resolution 13 Approval of Employee Option Plan Resolution 14 Approval of Issue of Shares Resolution 15 Increase in Maximum Directors' Fees Resolution 16 Approval of Entry into Corporate Advisory Agreement with Corporate Adviser

Resolution 17 Approval of Issue of Securities to Corporate Adviser *If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show or hands or on a poll and your votes will not be counted in computing the majority required on a poll.

PLEASE SIGN HERE (this section must be signed in accordance with the instructions overleaf)

.........................................................................

Signature

If the member is a company

Executed by _________ in accordance with section 127 of the Corporations Act 2001 (Cth) (Name of corporate member)

......................................................................... (Signature of director/sole director and sole secretary) *cross out which ever is inapplicable

......................................................................... (Signature of secretary/director) *cross out which ever is inapplicable

...................................................... ...................................................... Contact Name Contact Daytime Telephone

........... / ............ / .........

Date

HOW TO COMPLETE THE PROXY FORM

Appointment of proxy

A member entitled to attend and vote at this Meeting is entitled to appoint a proxy. A proxy need not be a member of the Company. However, if you do not lodge this Proxy Form then your vote will not be counted.

To appoint the Chairperson of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairperson of the Meeting as your proxy, insert that person’s name in the space provided. If you leave that section blank, or your named proxy does not attend the Meeting, the Chairperson of the Meeting will be your proxy.

Votes on items of business

To direct your proxy how to vote, place an ‘ X ’ in the box that reflects your intention as to how the proxy should vote on that item of business. All of your securities will be voted in accordance with that direction unless you indicate that only a portion of voting rights should be voted on a particular item by inserting the percentage or number of securities you wish to vote in the appropriate box(es).

On any other business arising at the meeting (including any motion to amend a resolution or to adjourn the meeting) the proxy may act at their discretion.

If you do not mark any of the boxes on an item, your proxy may vote as he or she chooses. If you mark more than 1 box on an item your vote on that item will be invalid.

Appointment of a second proxy

If you are entitled to cast 2 or more votes at the meeting, you may appoint not more than 2 proxies. You may specify the proportion of votes each proxy is appointed to exercise. If you require an additional Proxy Form, please telephone the Company’s share registry or copy this Form.

To appoint a second proxy you must:

• (a) On each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that Form. If the appointments do not specify this information, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) Return both forms together in the same envelope, or facsimile both forms to an address set out below.

Signing of form

Each person registered as the holder of the above shares must sign the Proxy Form in the following way:

Individual: where the entitlement to vote is held by 1 person, that person must sign. Joint holding: where the entitlement to vote is held by more than 1 person, any one of the holders of that entitlement may sign. Power of Attorney: to sign under a Power of Attorney which has not previously been lodged with the Company’s share registry, please attach a certified photocopy of the Power of Attorney to this Form when you return it. In signing as attorney you declare that you have no notice of revocation of the Power of Attorney. 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 (under section 204A of the Corporations Act 2001 (Cth)) 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. The office held by the signatory should be indicated in the appropriate place.

A corporate representative must produce the appropriate ‘Certificate of Appointment of Corporate Representative’ prior to admission to the Meeting, the form of which can be obtained from the Company’s share registry.

Lodgement of Proxy Form

This Proxy Form (and, if relevant, the Power of Attorney under which it is signed) must be received at an address given below not later than 9am (WST) on 1 July 2008 , being 48 hours before the commencement of the Meeting. A Proxy Form received after that time will not be valid for the scheduled Meeting.

Documents may be lodged using the reply paid envelope or:

By posting, delivery or facsimile to the Company’s registered office, being: 34 Parliament Place, West Perth WA 6004 Facsimile +61 8 9321 6699