AURIS MINERALS LIMITED — Proxy Solicitation & Information Statement 2008

Dec 21, 2008

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NOTICE OF GENERAL MEETING

DATE OF MEETING:

THURSDAY, 22 JANUARY 2009

TIME OF MEETING: 9:30 AM (AWDT)

PLACE OF MEETING:

12 WALKER AVENUE, WEST PERTH, WESTERN AUSTRALIA 6005

Please read the Notice carefully and if you are unable to attend the General Meeting of Shareholders please complete and return the enclosed Proxy Form in accordance with the specified directions.

This is an important document. It should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser.

RESOURCE AND INVESTMENT NL

ABN 77 085 806 284

12 Walker Avenue West Perth, Western Australia 6005 PO Box 298 West Perth, Western Australia 6872 Email: general@rninl.com.au Web: www.rninl.com.au Telephone: +61-8 9321 5887 Facsimile: +61-8 9321 5884

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TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting ( the Meeting ) of the shareholders of Resource and Investment NL ( the Company ) will be held at:

12 WALKER AVENUE WEST PERTH 6005 WESTERN AUSTRALIA Commencing 9.30 am (AWDT) Thursday, 22 January 2009

VOTING ENTITLEMENTS

For the purposes of the Corporations Act 2001 (Cth), all securities of the Company that are quoted securities at 9.30 am (AWDT) two days prior to the Meeting will be taken, for the purposes of the Meeting, to be held by the persons who held them at the time and such persons are eligible to vote at the Meeting.

HOW TO VOTE

The business of the Meeting affects your shareholding and your vote is important. Please take action by voting in person (or authorised representative) or by proxy.

VOTING IN PERSON

To vote in person, attend the Meeting on the date and at the place set out above. The meeting will commence at 9.30 am (AWDT).

PROXIES

A Proxy Form accompanies this Notice of Annual General Meeting. To be effective the Proxy Form must be completed and received at either the Company's registered office or its share registry, Security Transfer Registrars, no later than 48 hours before commencement of the Meeting.

encement of the Meeting.
Registered Office	Share Registry
Company Secretary	Security Transfer Registrars
Resource and Investment NL	770 Canning Highway
12 Walker Avenue, West Perth WA 6005	Applecross WA 6153
PO Box 298 West Perth WA 6872	PO Box 535
Or by facsimile on: +61-8 9321 5884	Applecross WA 6953
Or by electronic address:general@rninl.com.au

If any shareholder wishes to lodge a proxy electronically, it will be necessary to scan an image of a signed proxy form and e-mail that image of the proxy form with the signature affixed to be received no later than 48 hours before commencement of the Meeting. This is needed to comply with the requirements of section 250A of the Corporations Act that a valid proxy be in writing and be signed by the shareholder appointing the proxy.

If you are entitled to attend and cast a vote at the Meeting you may appoint up to two proxies. A proxy may be an individual or a corporation but need not be a shareholder. If you appoint two proxies each proxy may exercise half of the shareholders votes if no proportion or number of votes is specified.

If you appoint a proxy but attend the Meeting yourself, the rights of the proxy to speak and vote on your behalf at the Meeting will be suspended while you are present.

CORPORATE REPRESENTATIVES

A corporation may appoint an individual as a representative to exercise its powers as shareholder or as a shareholder's proxy. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it was previously given to the Company's share registry.

POWERS OF ATTORNEY

A person appearing as an Attorney for a shareholder should produce a properly executed original (or certified copy) of an appropriate Power of Attorney for admission to the Annual General Meeting.

RESOURCE AND INVESTMENT NL

(ABN 77 085 806 284)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY given that a general meeting of members of Resource and Investment NL (ABN 77 085 806 284) ( the Company ) will be held at 12 Walker Avenue, West Perth, Western Australia on Thursday, 22 January 2009 at 9:30 am (AWDT) for the following purposes.

AGENDA

Special Business

Resolution 1 - REMOVAL OF AUDITORS

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

"That, for the purposes of section 329(1) of the Corporations Act 2001 (Cth) and for all other purposes, KPMG, be and are hereby removed as the auditor of the Company."

Resolution 2 - APPOINTMENT OF AUDITORS

To consider and, if thought fit, to pass the following resolution as special resolution.

"That, subject to the passing of Resolution 1 and for the purposes of section 327D of the Corporations Act 2001 (Cth) and for all other purposes, the Company hereby appoints Somes & Cooke (who have consented in writing to act as the auditor of the Company) as the auditor of the Company.”

By Order of the Board

Jean Mathie Company Secretary

DATED 19 December 2008

The Company Secretary RESOURCE AND INVESTMENT NL (ABN 77 085 806 284) PO Box 298, West Perth Western Australia 6872 Fax: (+61-8) 9321 5884 Email: general@rninl.com.au

PROXY FORM

SHAREHOLDER DETAILS

Name of Shareholder: ..............................................................................................................

Address of Shareholder: ...........................................................................................................

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

Telephone No: ..............................................................................................................

I/We being a member(s) of Resource and Investment NL, appoint the following person or failing him/her the Chairman of the Meeting as my/our proxy to vote in accordance with the following directions (or if no directions have been given, as the proxy or Chairman sees fit) at the General Meeting (Meeting) of the Company to be held 12 Walker Avenue, West Perth 6005, Western Australia at 9.30 am (WST) on Thursday, 22 January 2009 (and at any adjournment thereof).

Name of Proxy: .......................................................................................................................

Address of Proxy: ..............................................................................................................

INSTRUCTIONS AS TO VOTING – refer attached Notes to the Proxy Form.

If you wish to direct your proxy how to vote with respect to the proposed resolutions, pleased indicate the manner in which your proxy is to vote by placing a “X” in the appropriate box below, otherwise your proxy will vote or as he/she thinks fit.

I you do not wish to direct your proxy how to vote please place an “X” in this box. 

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded. It is the Chairman’s intention to vote in favour of all resolutions in relation to

undirected proxies.

If you do not mark this box and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

		FOR	AGAINST	ABSTAIN
Resolution 1	Removal of Auditors
Resolution 2	Appointment of Auditors

PLEASE SIGN HERE This Section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual Shareholder Sole Director and Sole Company Secretary Date / /	Individual Shareholder No 2 (where joint holders) Director	Individual Shareholder No 3 (where 3 joint holders) – if more holders each additional holder must sign
		Director/Company Secretary

INSTRUCTIONS FOR COMPLETION OF THE PROXY FORM

Shareholders Name & Address

This is the name and address of the shareholder as it appears on the Company’s share register. For the purposes of this Meeting, shares will be taken to be held by those persons who are the registered holders thereof 48 hours before the time appointed for the commencement of this Meeting.

Appointment of Proxy

A shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two other persons (whether shareholders or not) as proxy or proxies to attend in the shareholder’s place at the Meeting. The proxy has the same right as the shareholder to speak and vote at the Meeting. If you leave this section blank, the Chairman of the meeting will be your proxy to vote your shares even if you attend the meeting (unless you revoke your proxy before the meeting).

Vote on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the resolution/s you wish to direct your proxy to vote on. If you do so, all your shares will be voted in accordance with your direction. You can split your vote on any resolution/s by inserting the number/s of shares you wish to vote in the appropriate box/es. Please ensure you clearly mark the box in black or blue ink by placing a mark or the number of shares you are voting.

Appointing a Second Proxy

If a shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes.

Contact Telephone Number

This will help us if there are any problems with your proxy form.

Signature(s)

Each shareholder must sign this form. If your shares are held in joint names, all shareholders must sign in the boxes. If you are signing as an Attorney, then the Power of Attorney must have been noted by the Company or be duly stamped and accompany this form. Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory.