AUSGOLD LIMITED — AGM Information 2012

Aug 12, 2012

80 Churchill Avenue, Subiaco, Perth, Western Australia 6008 T: +61 8 9466 9555 │ F: +61 8 9466 9566 E: info@ausgoldlimited.com | W: www.ausgoldlimited.com ACN: 164 140 496

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13 August 2012

The Listing Manager Australian Securities Exchange Level 8, Exchange Plaza 2 The Esplanade Perth WA 6000

Dear Sirs,

Ausgold Limited – Dispatch of Notice of Meeting to Shareholders

Ausgold Limited (ASX: AUC) is submitting notices to its existing shareholders regarding a shareholders’ meeting to be held on 18 September 2012. A copy of the notice of meeting being submitted to shareholders is attached.

Yours faithfully AUSGOLD LIMITED

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Mark Di Silvio Company Secretary

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AUSGOLD LIMITED

A.B.N. 67 140 164 496

Circular to Shareholders

Including

NOTICE OF MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

Date of Meeting 18 September 2012

Time of Meeting 1pm

Place of Meeting

Exchange Plaza Level 8, Conference Room 2 2 The Esplanade Perth, Western Australia

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

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CONTENTS

SECTION 1 - NOTICE OF MEETING .......................................................................................................... 5 Notes ....................................................................................................................................................... 7 SECTION 2 - EXPLANATORY MEMORANDUM TO SHAREHOLDERS ...................................................... 9 Glossary ................................................................................................................................................ 13 SECTION 3 - PROXY FORM .................................................................................................................... 14

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SECTION 1 - NOTICE OF MEETING

Notice is hereby given that a general meeting of Ausgold Limited will be held at 1pm on Tuesday, 18 September 2012 at Level 8 (Conference Room 2), Exchange Plaza, 2 The Esplanade, Perth, Western Australia.

AGENDA

To consider, and if thought fit to pass, the resolutions set out below as ordinary resolutions. Information on the proposals to which those resolutions relate is contained in the explanatory memorandum which accompanies and forms part of this Notice of Meeting (‘Explanatory Memorandum’).

Terms used in this Notice of Meeting and the Explanatory Memorandum are defined in the glossary in the Explanatory Memorandum.

RESOLUTION 1 – SUBSEQUENT APPROVAL OF SHARE PLACEMENT

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

"That for the purpose of Listing Rule 7.4, and for all other purposes, the Company approves the issue of 5,498,637 Shares on 13 August 2012, on the terms and conditions set out in the Explanatory Memorandum which accompanied the notice convening this meeting."

Voting exclusion statement:

For the purpose of Listing Rule 7.5.6, and for all other purposes, the Company will disregard any votes cast on this Resolution 1 by any individual who participated in the issue and any of his or her associates.

However, the Company will not disregard a vote if:

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

• b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 2 – APPROVAL OF ISSUE OF SHARES PURSUANT TO SHARE EXCHANGE AGREEMENT

“That for the purpose of ASX Listing Rule 7.1 and all other purposes, the Company approves the issue of 9,090,909 fully paid ordinary shares in the Company pursuant to a Share Exchange Agreement with Praetorian Resources Ltd on the terms described in the Explanatory Memorandum which accompanied the notice convening this meeting.”

Voting exclusion statement:

For the purposes of Listing Rule 7.3.8, and for all other purposes, the Company will disregard any votes cast on this Resolution 2 by Praetorian Resources Ltd, as well as any person who might obtain a benefit (except as an ordinary Shareholder) if the resolution is passed, and any of their associates.

However, the Company will not disregard a vote if:

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

• b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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RESOLUTION 3 – APPROVAL OF ISSUE OF SHARES PURSUANT TO SHARE PLACEMENT AGREEMENT

“That for the purpose of ASX Listing Rule 7.1 and all other purposes, the Company approves the issue of 4,545,455 fully paid ordinary shares in the Company to Praetorian Resources Ltd on the terms described in the Explanatory Memorandum which accompanied the notice convening this meeting.”

Voting exclusion statement:

For the purposes of Listing Rule 7.3.8, and for all other purposes, the Company will disregard any votes cast on this Resolution 3 by Praetorian Resources Ltd, as well as any person who might obtain a benefit (except as an ordinary Shareholder) if the resolution is passed, and any of their associates.

However, the Company will not disregard a vote if:

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

• b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 4 – APPROVAL OF ISSUE OF SHARES TO RICHARD LOCKWOOD

"That for the purpose of Listing Rule 10.11, and for all other purposes, the Company approves the issue of 1,515,151 Shares to Mr. Richard Lockwood (a Director of the Company) or his nominee(s) on the terms and conditions detailed in the Explanatory Memorandum which accompanied the notice convening this meeting."

Voting exclusion statement:

For the purpose of Listing Rule 10.13.6 the Company will disregard any votes cast on this Resolution 4 by Mr. Lockwood, his nominee(s) and any of their associates.

However, the Company will not disregard a vote if:

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

• b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board Date: 13 August 2012

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Mark Di Silvio Company Secretary

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Notes

These notes form part of the Notice of Meeting.

Background information

To assist you in deciding how to vote on the above resolutions, background information to the resolutions are set out in the Explanatory Memorandum forming part of this Notice of Meeting.

Recommendation

The Board believes that the above resolutions are in the best interests of the Shareholders and (except where otherwise indicated in the Explanatory Memorandum) recommends that Shareholders vote in favour of each of them.

Voting entitlements

The Directors have determined that, for the purpose of voting at the General Meeting, Shareholders eligible to vote at the General Meeting are those persons who are the registered holders of Shares at 1pm (Perth time) on 14 September 2012.

How to vote

You may vote by attending the General Meeting in person, by proxy, or by an authorised representative.

Voting in person

To vote in person, attend the General Meeting on the date and at the place set out above. Shareholders are asked to arrive at the venue 30 minutes prior to the time designated for the meeting, if possible, so that the Company may check their shareholding against the Company’s share register and note attendances.

Voting by proxy

A Shareholder has the right to appoint a proxy (who need not be a Shareholder). A proxy can be an individual or a body corporate. A body corporate appointed as a Shareholder's proxy may appoint a representative to exercise any of the powers the body corporate may exercise as a proxy at the General Meeting. The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

If a Shareholder is entitled to cast two or more votes he may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half the votes.

To vote by proxy, the Proxy Form (together with the original of any power of attorney or other authority, if any, or certified copy of that power of attorney or other authority under which the Proxy Form is signed) must be deposited with the Company at the registered office 80 Churchill Avenue, Subiaco WA 6008 or faxed to the Company (+61) (8) 9466 9566, not less than 48 hours before the time for holding the meeting. A proxy presented by a company should be under the seal of that company or executed under section 127 of the Corporations Act or, in the case of foreign companies, in accordance with the applicable corporations law in the foreign company's country of incorporation.

Corporate representatives

A body corporate may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Share Registrar, Security Transfer Registrars Pty Ltd, before the General Meeting or at the registration desk on the day of the General Meeting. Certificates of appointment of corporate representatives are available at the Share Registrar's office or on request by contacting the Share Registrar on telephone number (08) 9315 2333.

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Questions from Shareholders

The chairman of the meeting will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management and performance of the Company.

To assist the Board in responding to any questions you may have, please submit any questions you may have by fax or to the address below by no later than 5 pm (WST) on 14 September 2012.

By mail: 80 Churchill Avenue Subiaco WA 6008 By Facsimile: (within Australia) (+61) (8) 9466 9566 In person at the Registered Office: 80 Churchill Avenue Subiaco WA 6008

Enquiries

Shareholders are invited to contact the Company Secretary, Mark Di Silvio, on (08) 9466 9555 if they have any queries in respect of the matters set out in these documents.

This Notice of Meeting, Explanatory Memorandum and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

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SECTION 2 - EXPLANATORY MEMORANDUM TO SHAREHOLDERS

INTRODUCTION

This Explanatory Memorandum is prepared for the information of Shareholders in connection with any business to be transacted at the General Meeting of the Company to be held on 18 September 2012.

At the meeting, Shareholders will be asked to consider resolutions regarding:

• subsequent approval of the issue of Shares by way of placement to sophisticated institutional investors ('Share Placement');

• approval of the issue of Shares to Praetorian Resources Limited pursuant to a share exchange agreement;

• approval of the issue of Shares to Praetorian Resources Limited pursuant to a share placement agreement; and

• approval of the issue of Shares to be issued to Richard Lockwood, a Director of the Company.

Details of these proposals are set out in this Explanatory Memorandum, which Shareholders are encouraged to read carefully.

The purpose of this Explanatory Memorandum is to provide information that the Board believes to be material to Shareholders in deciding whether or not to pass these resolutions. This Explanatory Memorandum explains the resolutions and identifies the Board’s reasons for putting them to Shareholders. It should be read in conjunction with the accompanying Notice of Meeting.

RESOLUTION 1 – SUBSEQUENT APPROVAL OF SHARE PLACEMENT

Background

On 13 August 2012, the Company issued the Share Placement at a price of $0.33 per Share. The proceeds of the Share Placement have and are being used to fund the Company's major exploration project 275km south west of Perth ('Katanning Gold Project'), as well as regional exploration across a 200km[2] segment of the Company's greater tenement holdings ('Katanning Regional Project').

Reason for Shareholder approval

Listing Rule 7.1 provides that, in general, a company must not issue or agree to issue more than 15% of its issued capital in any 12 month period (subject to the qualifications and adjustments that are set out in the Listing Rules) without Shareholder approval.

The issue of Shares under the Share Placement was within this 15% threshold. While Shareholder approval of the Shares issued under the Share Placement was not required at the time of issue, the effect was to reduce the Company's capacity to issue additional Shares in the future without Shareholder approval. Listing Rule 7.4 allows the Company to seek Shareholder ratification of any Shares issued within this 15% threshold. The Company now seeks that ratification.

If Resolution 1 is approved, the Company will not have to count the Shares issued under the Share Placement in its calculation of the 15% threshold and, accordingly, the Company's capacity to issue securities within that 15% threshold will be refreshed in respect of 5,498,637 Shares. The Directors consider it prudent to maintain future funding flexibility as part of the Company's capital management strategy.

If Resolution 1 is not approved, it will have no effect upon the Shares issued under the Share Placement.

Listing Rule 7.5

In accordance with Listing Rule 7.5, the following information is provided to Shareholders:

(a) a total of 5,498,637 Shares were issued on 13 August 2012;

• (b) the Shares were issued at a price of $0.33 per Share;

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• (c) the Shares issued are fully paid ordinary shares in the Company and rank equally in all respects with the Company's existing Shares;

• (d) the Shares were allotted to sophisticated institutional investors; and

• (e) the funds raised have and are being used to fund drilling at the Company’s Katanning Gold Project and exploration at the Katanning Regional Project, as well as the Company’s other exploration projects and working capital.

Directors' recommendation

The Board recommends that Shareholders vote in favour of Resolution 1.

RESOLUTION 2 – APPROVAL OF ISSUE OF SHARES PURSUANT TO SHARE EXCHANGE AGREEMENT

Background

On 6 August 2012, the Company announced to ASX that it had entered into a share exchange agreement ('Share Exchange Agreement') with Praetorian Resources Limited, a newly-established UK-based resources fund listed on the Alternative Investment Market of the London Stock Exchange ('Praetorian').

Pursuant to that Share Exchange Agreement the Company shall issue 9,090,909 Shares to Praetorian, at a deemed issue price of $0.33 per share (a discount of 13% to the 10 day VWAP on the last day of trading preceding the announcement), in exchange for the issue by Praetorian to the Company of 3,683,015 fully paid ordinary shares in Praetorian at a deemed issue price of £0.55 per share (a discount of 7% to the 10 day VWAP on the last day of trading preceding the announcement).

It is a condition precedent of the Share Exchange Agreement that Shareholders approve the issue of the Shares the subject of this Resolution.

Mr Richard Lockwood, a non-executive director of the Company is also a director of Praetorian. The directors of the Company do not consider Praetorian and Ausgold to be related parties.

Reason for Shareholder approval

Listing Rule 7.1 provides that, in general, a company must not issue or agree to issue more than 15% of its issued capital in any 12 month period (subject to the qualifications and adjustments that are set out in the Listing Rules) without Shareholder approval.

As the issue of Shares under the Share Exchange Agreement and the issue of the Shares the subject of Resolution 3 would currently exceed the 15% threshold provided by Listing Rule 7.1, the Company now seeks Shareholder approval for the proposed issue of Shares under the Share Exchange Agreement.

If Resolution 2 is approved, the Company will proceed with the issue of Shares under the Share Exchange Agreement and will issue 9,090,909 Shares to Praetorian at a price of $0.33 per Share. Further, the Company will not have to count the Shares issued under the Share Exchange Agreement in its calculation of the 15% threshold. The Directors consider it prudent to maintain future funding flexibility as part of the Company's capital management strategy.

If Resolution 2 is not approved, the Company will not issue the Shares under the Share Exchange Agreement.

Listing Rule 7.3

For the purposes of Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• a) a total of 9,090,909 Shares shall be issued not later than three months after the General Meeting and it is intended that allotment of each will occur on the same date;

• b) the Shares shall be issued at a deemed issue price of $0.33 each;

• c) the shares to be issued are fully paid ordinary shares in the Company and will rank equally in all respects with the Company's existing Shares;

• d) the Shares will be issued to Praetorian, being a party unrelated to the Company; and

• e) no funds shall be raised by the issue.

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Directors' recommendation

The Board (with the exception of Mr. Lockwood who is a director of Praetorian) recommends that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – APPROVAL OF ISSUE OF SHARES PURSUANT TO SHARE PLACEMENT AGREEMENT

Background

Also on 6 August 2012, the Company announced that it had entered into a share placement agreement ('Share Placement Agreement') with Praetorian.

Pursuant to that Share Placement Agreement, the Company shall issue a further 4,545,455 Shares to Praetorian for cash at an issue price of $0.33 per Share. The funds raised by this issue shall be used to fund the continued exploration activities at the Katanning Gold Project and to provide general working capital.

It is a condition precedent of the Share Placement Agreement that Ausgold issue the Shares under the Share Exchange Agreement.

Mr Richard Lockwood, a non-executive director of the Company is also a director of Praetorian. The directors of the Company do not consider Praetorian and Ausgold to be related parties.

Reason for Shareholder approval

Listing Rule 7.1 provides that, in general, a company must not issue or agree to issue more than 15% of its issued capital in any 12 month period (subject to the qualifications and adjustments that are set out in the Listing Rules) without Shareholder approval.

As the issue of Shares under the Share Placement Agreement and the issue of the Shares the subject of Resolution 2 would currently exceed the 15% threshold provided by Listing Rule 7.1, the Company now seeks Shareholder approval for that proposed issue of Shares under the Share Placement Agreement.

If Resolution 3 is approved, the Company will proceed with the issue of Shares under the Share Placement Agreement and will issue 4,545,455 Shares to Praetorian at a price of $0.33 per Share. Further, the Company will not have to count the Shares issued under the Share Exchange Agreement in its calculation of the 15% threshold. The Directors consider it prudent to maintain future funding flexibility as part of the Company's capital management strategy.

If Resolution 3 is not approved, Ausgold will not issue the Shares under the Share Placement Agreement.

Listing Rule 7.3

For the purpose of Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• a) a total of 4,545,455 Shares shall be issued not later than three months after the General Meeting and it is intended that allotment of each will occur on the same date;

• b) the Shares shall be issued at a price of $0.33 each;

• c) the shares to be issued are fully paid ordinary shares in the Company and will rank equally in all respects with the Company’s existing Shares;

• d) the Shares will be issued to Praetorian, being a party unrelated to the Company; and

• e) the funds raised shall be used to advance the Company’s exploration activities at the Katanning Gold Project and to provide general working capital.

Directors' recommendation

The Board (with the exception of Mr. Lockwood who is a director of Praetorian) recommends that Shareholders vote in favour of Resolution 3.

RESOLUTION 4 – APPROVAL OF SHARE ISSUE TO RICHARD LOCKWOOD

Background

The Company proposes to issue 1,515,151 Shares to Richard Lockwood, a Director. The issue of Shares to Mr. Lockwood is to be made pursuant to an agreement entered into between Mr. Lockwood and the Company on

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6 August 2012. The Shares are to be issued at the same price and on the same terms as those Shares issued under the Share Placement.

Shareholder approval for the issue of Shares the subject of Resolution 4 is sought for the purposes of Listing Rule 10.11.

Section 210 of the Corporations Act

The Company is of the view that, as the Shares are to be issued on the same terms as the Share Placement, and as Mr. Lockwood is a sophisticated and institutional investor, the issue is a financial benefit given on arm's length terms. Accordingly, the issue falls within the exception provided by section 210 of the Corporations Act and therefore Shareholder approval is not required under section 208 of the Corporations Act.

Reason for Shareholder approval under Listing Rules

Listing Rule 10.11 provides that a company must not issue or agree to issue securities to a related party without first obtaining the approval of Shareholders by ordinary resolution. As Resolution 4 relates to the issue of securities to a Director, Shareholder approval must be obtained.

As approval of Shareholders is being sought pursuant to Listing Rule 10.11, approval under Listing Rule 7.1 is not required as Listing Rule 7.2 Exception 14 applies.

If Resolution 4 is not approved, the Shares will not be issued to Mr. Lockwood.

Listing Rule 10.13

In accordance with Listing Rule 10.13, the following information is provided to Shareholders:

• a) the Shares will be issued to Mr. Lockwood, or his nominee(s);

• b) the Shares shall be issued at a price of $0.33 each;

• c) the total number of Shares to be issued under Resolution 4 is 1,515,151;

• d) the Shares will be issued as soon as practicable after the General Meeting but in any event not later than one month after the General Meeting; and

• e) the funds raised will be used to advance the Company's exploration activities at the Katanning Gold Project and to provide general working capital.

Directors' recommendation

The Board (with the exception of Mr. Lockwood who has an interest in the outcome of the resolution) recommends that Shareholders vote in favour of Resolution 4.

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Glossary

The following terms and abbreviations used in this Explanatory Memorandum have the following meanings:

Act or Corporations Act	Corporations Act 2001(Cth)
ASX	ASX Limited (ABN 98 008 624 691) trading as the Australian
	Securities Exchange
Board	The board of Directors of the Company
Company or Ausgold	Ausgold Limited (ABN 67 140 164 496)
Director	A director of the Company
General Meeting	The general meeting of the Company to be held on 18 September
	2012
Listing Rules	The Official Listing Rules of the ASX, as amended from time to time
Notice of Meeting	The notice convening the General Meeting which accompanies this
	Explanatory Memorandum
Proxy Form	The proxy form attached to the Notice of Meeting
Resolutions	means the resolutions set out in the Notice of Meeting, or any one
	of them, as the context requires
Share Registrar	Security Transfer Registrars Pty Ltd (ABN 95 008 894 488)
Shareholder	A registered holder of a Share
Shares	Fully paid ordinary shares in the Company
VWAP	Volume weighted average price.

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SECTION 3 - PROXY FORM

The Secretary Ausgold Limited 80 Churchill Avenue Perth WA 6008

I/We…………………………………………………………………………………………………………………………………………………… (Full Name – Block letters)

of ………………………………………………………………………………………………………………………………………………………..

being a member of Ausgold Limited hereby appoint

………………………………………………………………… to exercise ……………………………. % or my/our voting rights (Name of 1st Proxy) ………………………………………………………………… to exercise ……………………………. % or my/our voting rights (Name of 2[nd] Proxy - optional)

or, in his or her absence, the Chairman of the meeting as my/our proxy/proxies to vote on my/our behalf at the General Meeting of the Company to be held at 1pm on 18 September 2012 and at any adjournment thereof.

The Chairman of the meeting will act as your proxy if you do not appoint someone. I/We understand that if I/we have not directed how to vote, my proxy may vote or abstain from voting as he/she thinks fit.

RESOLUTIONS

		FOR	AGAINST	ABSTAIN
1.	To approve the Share Placement	[ ]	[ ]	[ ]
2.	Approval of issue of shares to Praetorian Resources Limited pursuant	[ ]	[ ]	[ ]
	to a share exchange agreement
3.	Approval of issue of shares to Praetorian Resources Limited pursuant	[ ]	[ ]	[ ]
	to a share placement agreement
4.	To approve the issue of shares to Mr. Richard Lockwood	[ ]	[ ]	[ ]

The Chairman of this meeting will act as your proxy if you do not appoint someone. It is the Chairman’s intention to exercise undirected proxies in favour of all of the Resolutions.

If the Chairman is appointed as your proxy (whether expressly or by default) and you do not wish to direct your proxy how to vote on the resolution, please place a mark here: [ ]

By marking this box you acknowledge that you have appointed the Chairman to act as your proxy. The Chairman may (subject to the Corporations Act) exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him on that resolution other than as a proxy holder will be disregarded because of that interest.

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You must EITHER mark the boxes above directing your proxy how to vote on each resolution OR mark this box indicating that you do not wish to direct your proxy how to vote. Otherwise the proxy form will be disregarded.

Date this…………………………………………………………….. 2012. …………………………………………………………. …………………………………………………………….. Signature of Member Signature of Joint Member EXECUTED by………………………………………………………………………. In accordance with section 127 of the Corporations Act 2001 ………………………………………………………….. ……………………………………………………………… Signature of Director/Secretary Signature of Director

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