APOLLO MINERALS LIMITED — Proxy Solicitation & Information Statement 2012

Mar 11, 2012

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NOTICE OF GENERAL MEETING TO BE HELD AT 10 APRIL 2012 at 11am IN THE APOLLO BOARDROOM, AT LEVEL 9, 50 MARGARET STREET, SYDNEY, NSW 2000

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.

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NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the shareholders of Apollo Minerals Limited (ABN 96 125 222 924) will be held in the Apollo Boardroom on Level 9, 50 Margaret Street, Sydney, New South Wales, Australia on 10 April 2012 at 11am AEST.

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.

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7pm on 9 April 2012.

VOTING IN PERSON

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

VOTING BY PROXY

1. ( Appointing a Proxy ): A Shareholder who is entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote for the Shareholder at the meeting. A Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint a second proxy. The appointment of the second proxy must be done on a separate copy of the proxy form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder’s voting rights. If a Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a Shareholder of the Company.

2. ( Direction to Vote ): A proxy need not vote in that capacity on a show of hands on any Resolution nor (unless the proxy is the Chairman of the Meeting) on a poll. However, if the proxy’s appointment specifies the way to vote on a Resolution, and the proxy decides to vote in that capacity on that Resolution, the proxy must vote the way specified (subject to the other provisions of this notice of general meeting, including the voting exclusions noted below).

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1. (Voting restrictions with respect to undirected proxies): The Corporations Act prohibits the Company’s key management personnel and their closely related parties voting as proxy on Resolutions connected directly or indirectly with the remuneration of key management personnel (such as Resolution 5), if the proxy appointment does not specify the way the person is to vote. The prohibition does not apply to the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman of the Meeting to exercise an undirected proxy. If a Shareholder appoints the Chairman of the Meeting as their proxy and the Shareholder does not direct the Chairman of the Meeting how to vote on Resolution 5, the Shareholder authorises the Chairman of the Meeting in respect of Resolution 5 to exercise the proxy:

2. (a) notwithstanding that Resolution 5 is connected directly or indirectly with the remuneration of the Company’s key management personnel; and

3. (b) even if the Chairman of the Meeting has an interest in the outcome of the vote on Resolution 5 , and that any votes cast by the Chairman of the Meeting in respect of Resolution 5, other than as proxy holder, will be disregarded because of that interest.

The Chairman of the Meeting intends to vote undirected proxies (where he has been appropriately authorised, having regard to the voting restrictions set out in this notice of general meeting) in favour of each Resolution.

1. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form (and attach any authority under which it is signed or a copy which appears on its face to be an authentic copy) by:

2. (a) post to Apollo Minerals Limited, Level 9, 50 Margaret Street, Sydney, NSW 2000; or

3. (b) facsimile to the Company on facsimile number +61 2 9078 7661, so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

CORPORATE REPRESENTATIVE

A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the meeting. Unless it has previously been given to the Company, the representative should bring evidence of their appointment to the Meeting, together with any authority under which it is signed. The appointment must comply with section 250D of the Corporations Act 2001.

ATTORNEY

A Shareholder may appoint an attorney to vote on their behalf. To be effective for the Meeting, the instrument effecting the appointment (or a copy which appears on its face to be an authentic copy) must be received by the deadline for the receipt of proxy forms (see above), being no later than 48 hours before the Meeting.

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AGENDA

1 RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 23,545,454 SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders ratify the allotment and issue of 23,545,454 Shares to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum.”

2 RESOLUTION 2 – APPROVAL TO ISSUE OF UP TO 60,000,000 SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of up to 60,000,000 Shares to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum."

3 RESOLUTION 3 – APPROVAL TO ISSUE UP TO 60,000,000 OPTIONS TO ADVISORS AND/OR CONSULTANTS

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

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of up to 60,000,000 Options to the persons referred to, and on the terms and conditions set out, in the Explanatory Memorandum."

4 RESOLUTION 4 – APPROVAL TO A FURTHER ISSUE OF UP TO 50,000,000 SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of 50,000,000 Shares to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum."

5 RESOLUTION 5 – APPROVAL TO ISSUE SHARES – MR ANTHONY HO

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 all other purposes, approval is given for the Company to allot and issue 600,000 shares to Mr Anthony Ho (or his nominee) who is a Director of the Company on the terms and conditions set out in the Explanatory Memorandum."

Enquiries

If you have any questions in relation to the Resolutions to be considered at the Meeting, please call the Company Secretary, Mr Guy Robertson on (61) 2 9078 7671.

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By order of the Board Guy Robertson Secretary Date: 8 March 2012

VOTING EXCLUSION STATEMENTS

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

RESOLUTION	PERSONS EXCLUDED FROM VOTING
1. Ratification of prior issue of 23,545,454 Shares	 Any person who participated in the issue; and  Anyof their respective associates.
2. Approval to issue of up to 60,000,000 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  Anyof their respective associates.
3. Approval to issue of up to 60,000,000 Options to advisors and/or 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  Anyof their respective associates.
4. Approval to a further issue of up to 50,000,000 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  Anyof their respective associates.
5. Approval of issue of Shares – Mr Anthony Ho	 Mr Anthony Ho;  Mr Ho’s nominee (s); and  Anyof his respective associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 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.

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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 in the Apollo Boardroom at Level 9, 50 Margaret Street, Sydney NSW 2000 on 10 April 2012 at 11am (EST).

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

BACKGROUND TO RESOLUTIONS

Resolution 1 ratifies the issue of shares undertaken in November 2011. This allows the Company the flexibility to issue up to 15% of the total number of fully paid ordinary shares going forward.

The Company needs further capital for the exploration of its Commonwealth Hill project and Resolution 2 seeks shareholder approval to issue up to 60,000,000 Shares for this purpose and in Resolution 3 up to 60,000,000 Options to be issued to advisors and consultants who will assist the company in this process and for investor relations and marketing.

Resolution 4 enables the Company to issue a further 50,000,000 Shares for continued exploration within three months of shareholder approval in the event the Directors’ believe it appropriate to do so.

Resolution 5 seeks Shareholder approval for the issue of Shares to Mr Anthony Ho, a non-executive Director of the Company. Mr Ho has agreed to receive 600,000 Shares at $0.05 in lieu of payment of a portion of his annual remuneration. This will allow Apollo to apply the funds which would have been applied to Mr Ho’s remuneration to its development program and demonstrates Mr Ho’s confidence in and commitment to Apollo.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 23,545,454 SHARES

1.1 Background

Under Resolution 1, the Company seeks Shareholder ratification of the allotment and issue by the Company of 23,545,454 Shares to institutional and sophisticated investors on 15 November 2011 ( November 2011 Placement ). These Shares were issued within the Company’s existing capacity under ASX Listing Rule 7.1. Refer to the Company’s 15 November 2011 announcement to the ASX for further information.

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1.2 Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, 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.

While the outcome of Resolution 1 will have no effect on the issue of the Shares in question, 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 23,545,454 Shares.

1.3 ASX Listing Rules Disclosure Requirements

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

• (a) The number of securities allotted

The number of Shares allotted and issued under the November 2011 Placement was 23,545,454 Shares.

• (b) The price at which securities were issued

The price at which the Shares were issued was $0.055 per Share.

• (c) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The Shares were allotted to institutional and sophisticated investors and clients of CPS Securities Pty Limited, and were not issued to related parties of the Company, or their Associates

• (d) The terms of the equity securities

The Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

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(e) The intended use of the funds raised

The funds raised by the Company were to fund further exploration at Commonwealth Hill.

(f) Voting Exclusion

A voting exclusion statement forms part of this notice.

1.4 Directors’ Recommendation

The Directors recommend 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 TO ISSUE OF UP TO 60,000,000 SHARES

2.1 Background

Under Resolution 2, the Company seeks Shareholder approval to issue and allot up to 60,000,000 Shares to institutional and sophisticated investors for capital raising purposes.

2.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, 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 up to 60,000,000 Shares. The effect of such approval is that any such Shares will 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 The following information is provided in accordance with Listing Rule 7.3:

• (a) The maximum number of securities the entity is to issue

The maximum number of Shares to be issued is 60,000,000.

• (b) The date by which the entity will issue the securities

Subject to Shareholder approval, the Shares will be allotted and issued no later than three months after the date of the Meeting, or such later date as may be approved by the ASX.

(c) Issue price of securities

The Shares will be issued at an issue price of no less than $0.04 per share.

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(d) Terms of the securities

The Shares issued rank equally with all other Shares on issue and in all other respects the rights and entitlements of the holders of the Shares are identical to the rights and entitlements of the holders of other issued Shares.

• (e) Names of the allottees or basis on which allottees were determined

The names of the allottees of the Shares are currently unknown and will be chosen at the discretion of the Directors, but will not be related parties or their Associates. They will be identified on the basis of the Directors’ view of their ability to participate in the proposed placement and any added value they are able to bring to the Company.

(f) The use or intended use of the funds raised

The funds to be raised by the Company are intended to be used for the following purposes:

• (i) Exploration expenditure in relation to the Company’s existing projects; and

• (ii) General working capital requirements of the Company.

• (g) The dates of allotment or a statement that allotment will occur progressively

See paragraph 2.3(b).

• (h) Voting Exclusion

A voting exclusion statement forms part of this Notice.

2.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2 as it will provide the Company with necessary funds to enable it to continue with its exploration program and additional funding to meet the Company’s working capital requirements.

3. RESOLUTION 3 – APPROVAL TO ISSUE UP TO 60,000,000 OPTIONS TO ADVISORS AND/OR CONSULTANTS

3.1 Background

Under Resolution 3, the Company seeks Shareholder approval under ASX Listing Rule 7.1 to issue a total of up to 60,000,000 Options to advisors and/or consultants to the Company or to their respective nominees.

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3.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, 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 a total of up to 60,000,000 Options described above. The effect of such approval is that any such 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 the entity is to issue

The maximum number of securities to be issued is 60,000,000 Options. The maximum number of Shares to be issued if the 60,000,000 Options all become exerciseable and are exercised is 60,000,000.

• (b) The date by which the entity will issue the equity securities

The Options will be issued no later than three months after the date of the Meeting, or such later date as may be approved by ASX.

• (c) The issue price of the securities

Consideration will be paid by the parties concerned for the grant of their Options will be $0.0001 per Option, payable in cash. The options will not be issued to related parties of the Company, or their Associates.

• (d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The allottees of the Options will be advisors and/or consultants engaged by the Company to assist in the capital raising for the Company and ongoing investor relations and marketing support.

The Options will be granted as an incentive to them to assist the Company in taking its business forward and in consideration of the services provided by them to the Company in the activities outlined above.

• (e) The terms of the securities

Subject to the ASX Listing Rules, it is the Company’s intention to apply to the ASX for the Options to be listed on the ASX as soon as practicable following the issue of those Options. The Options will have an exercise price of $0.05 and will expire on 30 June 2014.

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The Options will be issued on the terms and conditions set out in Annexure A.

• (f)

• The intended use of the funds raised

The $6,000 raised on grant of the options will be used for working capital purposes.

If all of the Options become exercisable and are exercised at a price of 5 cents per Option, $3,000,000 of additional funding will be raised for the Company which will be used for exploration and working capital purposes.

• (g) The dates of allotment or a statement that allotment will occur progressively

The Options will be allotted progressively.

• (h)

• Voting Exclusion

• A voting exclusion statement forms part of this Notice.

3.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 3 as the issue of the proposed Options will form part of the remuneration of, and accordingly, act as an incentive to the advisors/consultants in their work for the Company.

4 RESOLUTION 4 - APPROVAL TO A FURTHER ISSUE OF UP TO 50,000,000 SHARES

4.1 Background

Under Resolution 4, the Company seeks Shareholder approval to issue and allot up to 50,000,000 Shares to institutional and sophisticated investors for capital raising purposes.

4.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company must not, subject to specified exceptions, 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 4 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 50,000,000 Shares. The effect of such approval is that any such Shares will 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.

4.3 ASX Listing Rule Disclosure Requirements

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

• (a) The maximum number of equity securities the entity is to issue

• The maximum number of Shares to be issued is 50,000,000.

• (b) The date by which the entity will issue the equity securities

The Shares will be issued no later than three months after the date of the Meeting, or such later date as may be approved by ASX.

• (c) The issue price of the equity securities

The Shares will be issued at a price that is at least 80% of the volume weighted average market price for Shares, where the average is calculated, in accordance with ASX Listing Rule 7.3.3, over the last five days on which sales in Shares were recorded before the day on which the issue was made or, if there was a prospectus, Product Disclosure Statement or offer information statement relating to the issue, over the last 5 days on which sales in the Shares were recorded before the date the prospectus, Product Disclosure Statement or offer information statement is signed.

• (d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The names of the allottees of the Securities are currently unknown and will be chosen at the discretion of the Directors, but will not be related parties or their Associates. They will be identified on the basis of the Directors’ view of their ability to participate in the proposed placement and any added value they are able to bring to the Company.

• (e) The terms of the equity securities

The Shares will rank equally in all respects with the Company's current issued Shares.

• (f) The intended use of the funds raised

The funds to be raised by the Company are intended to be used for the following purposes:

• (i) Exploration expenditure in relation to the Company’s existing projects; and

• (ii) General working capital requirements of the Company.

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• (g) The dates of allotment or a statement that allotment will occur progressively

The Shares will be allotted progressively.

4.4 Directors' Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4, as the further placement will provide the Company with necessary funds to enable it to continue with its exploration program and additional funding to meet the Company’s working capital requirements.

5 RESOLUTION 5 - APPROVAL TO ISSUE SHARES – MR ANTHONY HO

5.1 Background

Under Resolution 5, the Company seeks Shareholder approval under ASX Listing Rule 10.11 for the issue of Shares to Mr Anthony Ho (and/or his nominee), who is a Director.

Mr Ho, a non-executive Director, has agreed to receive 600,000 Shares at $0.05 in lieu of payment of a portion of his annual remuneration. No cash will be received on issue of the shares.

This will allow Apollo to apply the funds which would have been applied to the Director’s remuneration to its development program and demonstrates the Director’s confidence in and commitment to Apollo.

The purpose of Resolution 5 is to seek approval of the issue of 600,000 Shares to Mr Ho in lieu of remuneration as outlined above.

5.2 ASX Listing Rule Requirements

Unless one of the exceptions under ASX Listing Rule 10.12 applies, ASX Listing Rule 10.11 requires a listed company to obtain Shareholder approval prior to the issue of securities, such as the Shares proposed to be issued under Resolution 5, to a related party of the Company. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

The Company requires Shareholder approval to issue the Shares to Mr Ho as, for the purposes of ASX Listing Rule 10.11, the Director is a related party of the Company.

If Shareholder approval is obtained under Resolution 5, the Shares referred to in Resolution 5 will 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.

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5.3 ASX Listing Rule Disclosure Requirements

The following information is provided to members for the purpose of Listing Rule 10.13:

• (a) The name of the person to whom the securities will be issued

The Shares will be granted to Mr Ho, who is a Director of the Company, or his nominee.

• (b) The maximum number of securities to be issued

• The maximum number of Shares to be issued is 600,000 Shares to Mr Ho and/or his nominee.

• (c) The date by which the entity will issue the securities

Subject to Shareholder approval, the Shares will be allotted and issued no later than one month after the date of the Meeting, or such later date as may be approved by the ASX.

• (d) The issue price of the securities

The price at which the Shares will be issued at a deemed price of $0.05 per Share. No cash will be received on issue of the shares.

• (e) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The allottees will be Mr Ho and/or his nominee.

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

• (g) The intended use of the funds raised

• No funds will be raised in this issue. The issue is in part payment of remuneration owing to Mr Ho as outlined above.

• (h) Voting Exclusion

A voting exclusion statement forms part of this Notice.

5.4 Directors’ Recommendation

The Directors, excluding Mr Ho, recommend that Shareholders vote in favour of Resolution 5. Mr Ho abstains from making a recommendation to Shareholders in respect of Resolution 5 as he is personally interested in the outcome of Resolution 5 in that he (or his nominee) is the proposed recipient of the Shares.

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SCHEDULE 1 GLOSSARY

The following is a glossary of various words and their meanings used in the Notice and Additional Information:

“Associate” has the meaning given by Sections 10 to 17 of the Corporations Act;

“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;

“ Business Day ” has the same meaning as in the Listing Rules;

“Company” means Apollo Minerals Limited (ABN 96 125 222 924) of Level 9, 50 Margaret Street, Sydney, NSW 2000;

“Corporations Act” means Corporations Act 2001 (Cth) ;

“Director” means a director of the Company;

“Explanatory Memorandum” means the explanatory memorandum which accompanies and forms part of this Notice;

“Meeting” means the general meeting convened by the Notice;

“Notice” means this notice of general meeting;

“Officer” has the same meaning as in the Corporations Act;

“Option” means an option to subscribe for a Share;

" Related Party " means, in respect of an individual, an Associate of that individual or which is a company, trust, person or superannuation scheme for the benefit of any member of the family of that individual;

“Resolution” means a resolution to be considered at the Meeting;

“ Securities ” means Shares and/or Options;

“Share” means an ordinary share in the issued capital of the Company; and

“Shareholder” means the holder of a Share.

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ANNEXURE A

(Resolutions 3 and 4)

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 up until 5.00pm on 30 June 2014 ( Annexure A Option Exercise Period ) by completing an 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 the Company or to the share registry of the Company.

• (c) The Annexure A Options vest on date of Grant ( Annexure A Option Vesting Date ).

• (d) The Annexure A Option exercise price is A$0.05 per Annexure A Option.

• (e) On and from the relevant Annexure A Option Vesting Date, the Annexure A 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 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.

• (g) The Annexure A Option holders shall only be permitted to participate in a new issue 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.

• (h) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the Annexure A Option holders 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 A Option is exercisable may be increased by the number of Shares which the holder of the Annexure A Option would

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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 A Option may be reduced in accordance with the ASX Listing Rules.

• (k) 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.

• (l) 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 the Annexure A Option holders free of charge. Shares to be allotted on exercise of Annexure A Options will be recorded on the Company's share register.

• (m)

• Quotation of the Annexure A Options on the ASX will be sought.

• (n) 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.

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PROXY FORM

APPOINTMENT OF PROXY APOLLO MINERALS LIMITED ABN

EXTRAORDINARY GENERAL MEETING

I/We

being a Member of Apollo Minerals Limited entitled to attend and vote at the Meeting, hereby appoint:

the Chairman OR

Name of proxy

or failing the individual or body corporate named in relation to the Meeting generally, or in relation to a poll on a given resolution, person so named or, if no individual or body corporate is named, the Chairman of the Meeting or the Chairman’s nominee, as my/our proxy to act generally at the Meeting, or in relation to a poll on the given resolution (as applicable) on my/our behalf, including to vote in accordance with the following instructions (or if none have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting to be held in the Apollo Boardroom at Level 9, 50 Margaret Street, Sydney NSW 2000 at 11.am (EST) on 10 April 2012 and at any adjournment thereof.

Where authorised to do so, the Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1 to 4.

IMPORTANT NOTE FOR RESOLUTION 5

Where authorised to do so, the Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 5.

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in this box

By marking this box, you authorise the Chairman of the Meeting to exercise your proxy as an undirected proxy:

• notwithstanding that Resolution 5 is connected directly or indirectly with the remuneration of the Company’s key management personnel; and

• even if the Chairman of the Meeting has an interest in the outcome of the vote on Resolution 5, and that any votes cast by the Chairman of the Meeting on Resolution 5, other than as proxy holder, will be disregarded because of that interest.

If the Chairman of the Meeting has been appointed as your proxy and you do not mark this box, and you have not directed your proxy how to vote on Resolution 5, the Chairman of the Meeting will not cast your votes on Resolution 5 and your votes will not be counted in calculating the required majority.

Apollo Minerals Notice of EGM 3049541_012.doc

If you do not wish to appoint the Chairman of the Meeting to vote on Resolution 5, in the manner indicated above, it will be important for you to complete the voting directions in Step 2.

STEP 2

Voting on Business of the General Meeting

		For	Against	Abstain
Resolution 1	Ratification of prior issue of 23,545,454 Shares
Resolution 2	Approval to issue upto 60,000,000 Shares
Resolution 3	Approval to issue up to 60,000,000 Options to advisors and/or consultants
Resolution 4	Approval to a further issue of up to 50,000,000 Shares
Resolution 5	Approval to issue shares to AnthonyHo

Proxy Forms should be:

Faxed to: +61 (0)2 9078 7661

Mailed To: Level 9, 50 Margaret Street, SYDNEY 2000

Emailed to: guy@alexandercable.com

Apollo Minerals Notice of EGM 3049541_012.doc

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. ( Appointing a Proxy ): A Shareholder who is entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote for the Shareholder at the meeting. A Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint a second proxy. The appointment of the second proxy must be done on a separate copy of the proxy form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder’s voting rights. If a Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a Shareholder of the Company.

2. ( Direction to Vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item. Please refer to the voting exclusions for each Resolution for the directions that must be given to proxy in relation to each resolution.

3. ( Signing Instructions ):

4. ( Individual ): Where the holding is the one name, the Shareholder must sign.

5. ( Joint Holding ): Where the holding is in more than one name, all of the Shareholders should sign.

6. ( Power of Attorney ): If you have not already provided the power of attorney to the registry, please attach a copy of the power of attorney to this form when you return it.

7. ( Companies ): Where the Company has a sole Director who is also the sole company secretary, that person must sign. Where the Company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole Director can also sign alone. Otherwise, a Director jointly with either another Director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

8. ( Attending the Meeting ): Completion of a proxy form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholders is present at the Meeting.

9. ( Return of Proxy Form ): To vote by proxy, please complete, sign and return the enclosed Proxy Form (and attach any authority under which it is signed or a copy which appears on its face to be an authentic copy) by:

Apollo Minerals Notice of EGM 3049541_012.doc

• post to Apollo Minerals Limited, Level 9, 50 Margaret Street, Sydney, NSW 2000; or

• facsimile to the Company on facsimile number +61 2 9078 7661;

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

Apollo Minerals Notice of EGM 3049541_012.doc