AUSGOLD LIMITED — Proxy Solicitation & Information Statement 2011

Oct 23, 2011

AUSGOLD LIMITED

A.B.N. 67 140 164 496

Circular to Shareholders

Including

NOTICE OF MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

Date of Meeting

24 November 2011

Time of Meeting

3pm

Place of Meeting

Parmelia Hilton Hotel 14 Mill Street, Perth Western Australia

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.

CONTENTS

Section 1 Section 2 Section 3

Notice of Meeting Explanatory Memorandum Proxy Form

NOTICE OF MEETING

Notice is hereby given that a general meeting of Ausgold Limited will be held at 3pm on 24 November 2011 at the Parmelia Hilton Hotel, 14 Mill Street 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’). Words and expressions defined in the Explanatory Memorandum have the same meanings where used in this Notice of Meeting.

ORDINARY BUSINESS – FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Annual Financial Report, the Directors’ Report and Independent Auditor’s Report of Ausgold Limited for the financial year ended 30 June 2011.

RESOLUTION 1 – RE-ELECTION OF DIRECTOR

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

“That Mr. Simon Trevisan (a Director appointed by the Board on 23 October 2009) who retires in accordance with clause 58.1 of the Constitution and, being eligible, offers himself for re-election, is re-elected as a Director.”

RESOLUTION 2 – RE-ELECTION OF DIRECTOR

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

“That Mr. Robert Pett (a Director appointed by the Board on 23 October 2009) who retires and, being eligible, offers himself for re-election, is re-elected as a Director.”

RESOLUTION 3 – THE ADOPTION OF THE REMUNERATION REPORT (NON-BINDING RESOLUTION)

To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:

“That, for the purpose of section 250R(2) of the Corporations Act 2001 and for all other purposes, the remuneration report as contained in the Company’s Annual Report for the financial year ended 30 June 2011 be adopted.”

RESOLUTION 4 – RE - APPOINT INDEPENDENT AUDITORS

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

“That approval is given for the re-appointment of BDO (WA) Pty Ltd as the Company’s auditor."

RESOLUTION 5 – NON-EXECUTIVE DIRECTORS REMUNERATION

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

"That, for the purposes of rule 61.1 of the Company's constitution and Listing Rule 10.17, and for all other purposes, the Company approves an increase in the aggregate maximum fixed amount of remuneration available for non-executive directors from $120,000 per annum to $250,000 per annum."

Voting exclusion statement:

For the purpose of Listing Rule 10.17.1, and for all other purposes, the Company will disregard any votes cast on this Resolution 5 by the Directors 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 6 – APPROVAL OF ISSUE OF OPTIONS TO RICHARD LOCKWOOD

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

"That for the purposes of Listing Rule 10.11 and for all other purposes, the Company approves the issue of 500,000 Options to Mr. Richard Lockwood (a Director of the Company) or his nominee(s), on the terms and conditions detailed in the Explanatory Memorandum."

Voting exclusion statement:

For the purpose of Listing Rule 10.13.6, and for all other purposes, the Company will disregard any votes cast on this Resolution 6 by Mr. Lockwood and any of his 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 7 – APPROVAL OF ISSUE OF OPTIONS TO BENJAMIN BELL

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

"That for the purposes of Listing Rule 10.11 and for all other purposes, the Company approves the issue of 300,000 Options to Benjamin Bell (a Director of the Company) or his nominee(s), on the terms and conditions detailed in the Explanatory Memorandum."

Voting exclusion statement:

For the purpose of Listing Rule 10.13.6, and for all other purposes, the Company will disregard any votes cast on this Resolution 7 by Benjamin Bell and any of his 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

==> picture [142 x 47] intentionally omitted <==

---

Fleur Hudson

Company Secretary

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 (save where otherwise indicated in the Explanatory Memorandum) unanimously 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 3pm (Perth time) on 22 November 2011.

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 Level 14,

Parmelia House, 191 St Georges Terrace Perth WA 6000 or faxed to the Company (+61) (8) 9321 5932, not less than 48 hours before the time for holding the meeting. A proxy presented by a company should be under the common seal of that company.

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 Security Transfer Registrars Pty Ltd or on request by contacting Security Transfer Registrars Pty Ltd on telephone number (08) 9315 2333.

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.

BDO (WA) Pty Ltd, as the auditor responsible for preparing the auditor's report for the year ended 30 June 2011 (or its representative), will attend the General Meeting. The chairman of the meeting will allow a reasonable opportunity for the Shareholders as a whole to ask the auditor questions at the meeting about:

• a) the conduct of the audit;

• b) the preparation and content of the auditor's report;

• c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• d) the independence of the auditor in relation to the conduct of the audit.

To assist the Board and the auditor of the Company 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 5pm (WST) on 17 November 2011.

By mail: Level 14, Parmelia House 191 St Georges Terrace Perth WA 6000

By Facsimile: (within Australia) (+61) (8) 9321 5932

In person at the Registered Office: Level 14, Parmelia House 191 St Georges Terrace Perth WA 6000

As required under section 250PA of the Corporations Act, at the meeting, the Company will make available those questions directed to the auditor received in writing at least five business days prior to the General Meeting, being questions which the auditor considers relevant to the content of the auditor's report or the conduct of the audit of the annual financial report for the year ended 30 June 2011. The chairman of the meeting will allow a reasonable opportunity for the auditor to respond to the questions set out on this list.

Annual report

The Company advises that a copy of its Annual Report for the year ended 30 June 2011, is available to download at the website address, www.ausgoldlimited.com.

When you access the Company's Annual Report on-line, you can view it and print a copy.

Please note that if you have elected to continue to receive a hard copy of the Company's annual reports, the Annual Report will accompany this Notice of Meeting or alternatively it will be mailed to you no later than 21 days before the General Meeting.

However, if you did not elect to continue to receive a hard copy of the Company's annual reports and now (or sometime in the future) wish to receive a hard copy of the Company's annual reports, please contact Security Transfer Registrar Pty Ltd on (08) 9315 2333. They will be pleased to mail you a copy.

Enquiries

Shareholders are invited to contact the Company Secretary, Fleur Hudson, on (08) 9424 9300 if they have any queries in respect of the matters set out in these documents.

By order of the board

Date 18 October 2011

Signed Name Fleur Hudson Company Secretary

The 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.

EXPLANATORY MEMORANDUM TO THE 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 24 November 2011.

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

• re-election of Directors;

• adoption of the Remuneration Report;

• re-appointment of the Auditors;

• non-executive Directors remuneration;

• approval of issue of Options to Richard Lockwood; and

• approval of issue of Options to Benjamin Bell.

Details of these proposals are set out in the 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. The 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.

EXPLANATORY MEMORANDUM

Financial Statements and Reports

Shareholders are to receive and consider the Annual Financial Report, Directors’ Report and the Independent Auditor’s Report of Ausgold Limited for the financial year ended 30 June 2011.

Shareholders will be given the opportunity to ask questions of the Board and the Auditors in relation to the Annual Report for the financial year ended 30 June 2011, at the General Meeting.

Resolution 1 – Re-election of Director – Simon Trevisan

In accordance with clause 57.1 of the Constitution, Mr. Trevisan was appointed by the Board as a Director on 23 October 2009. In accordance with clause 58.1 of the Constitution, Mr. Trevisan retires as Director at the General Meeting and offers himself for re-election as Director.

A profile of Mr. Trevisan is contained in the Company’s Annual Report for the financial year ended 30 June 2011.

Resolution 2 – Re-election of Director – Robert Pett

In accordance with clause 57.1 of the Constitution, Mr. Pett was appointed by the Board as a Director on 23 October 2009. Mr. Pett retires as Director at the General Meeting and offers himself for re-election as Director.

A profile of Mr. Pett is contained in the Company’s Annual Report for the financial year ended 30 June 2011.

Resolution 3 – Adoption of the Remuneration Report

The Corporations Act requires that at a listed company’s annual general meeting a resolution that the remuneration report be adopted must be put to the Shareholders. This resolution is advisory only and will not bind the Directors or the Company.

The remuneration report is contained in the financial report for the year end 30 June 2011 and sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

A reasonable opportunity will be provided for discussion of the remuneration report at the General Meeting.

Section 250R(4) of the Corporations Act prohibits any votes on this resolution being cast by senior executives (or their associates) whose remuneration details are disclosed in the report. This prohibition extends to undirected proxy votes to be cast by the Chairman. In this regard, you should specifically note that if you appoint the Chairman as your proxy and you do not indicate on the Proxy

Form how you wish your proxy to vote on Resolution 3, you will be deemed to have expressly directed the Chairman to cast your votes in favour of Resolution 3. Therefore, if you wish to appoint the Chairman as your proxy but do NOT want your votes to be cast in favour of Resolution 3, you must indicate your voting intention by marking either 'against' or 'abstain' against Resolution 3 in the Proxy Form.

Resolution 4 – Re-appointment of the Auditors

On the recommendation of the Audit and Risk Committee of the Company, the Board recommends that the Shareholders re-appoint BDO (WA) Pty Ltd to act as the Company’s auditor.

Resolution 5 – Non-Executive Directors Remuneration

Rule 61.1 of the Company's Constitution specifies that the aggregate remuneration of non-executive directors may be determined by the Board.

Under Listing Rule 10.17, a company must not increase the total amount of directors' remuneration payable by it without shareholder approval. This rule does not apply to executive directors.

At present the aggregate maximum fixed annual amount of remuneration available for nonexecutive directors of the Company is $120,000 per annum, which is fully utilised and is insufficient to allow for adequate remuneration of the non-executive Directors, given the scope of their duties and responsibilities.

The Directors propose to increase the aggregate sum by $130,000 from $120,000 to $250,000 per annum. Accordingly, the maximum amount of remuneration that will be payable to non-executive directors in aggregate is $250,000 per annum.

The Board believes it needs to be able to attract and retain equally well-credentialed directors to build upon the Company's success for the benefit of shareholders. The Board believes the proposed increase in the aggregate annual remuneration is commensurate with the market for similar companies to the Company.

Resolution 6 – Approval of Issue of Options to Richard Lockwood

Background

The Company proposes to issue 500,000 Options to Richard Lockwood, a Director.

Shareholder approval for the grant of the Options the subject of Resolution 6 is sought for the purposes of Listing Rule 10.11.

The proposed grant of Options to Mr. Lockwood is in recognition of his services over and above those normally expected of a non-executive director and in particular his role in successfully

arranging the $25,000,000 placement and capital raising in June/July 2011.Given these factors, and based on a recommendation of the Audit and Remuneration Committee, the Board (with the exception of Mr. Lockwood) has determined it is appropriate to issue Options to Mr. Lockwood on the terms set out below.

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 6 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, under Listing Rule 7.2 Exception 14, approval under Listing Rule 7.1 is not required.

Listing Rule 10.13

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

• a) the Options will be issued to Mr. Lockwood;

• b) the total number of Options to be issued under Resolution 6 is 500,000;

• c) the Options will be issued on the terms and conditions in Annexure A;

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

• e) the Options will be granted for no cash consideration; and

• f) no funds will be raised by the issue of the Options.

Resolution 7 – Approval of Issue of Options to Benjamin Bell

Background

The Company proposes to issue 300,000 Options to Benjamin Bell, a Director.

Shareholder approval for the grant of the Options the subject of Resolution 7 is sought for the purposes of Listing Rule 10.11.

The proposed grant of Options to Mr. Bell is pursuant to the terms of his employment contract entered into on 29 October 2009. Options were included in the employment contract as part of Mr. Bell's overall remuneration package, to encourage his continuing involvement in the achievement of the Company's objectives and to provide an incentive for him to strive to that end by participating in the future growth and prosperity of the Company through share ownership. These options were benchmarked against a key performance indicator (acquiring a JORC certified resource).

Given these factors, and based on a recommendation of the remuneration committee in accordance with the Company's remuneration policies and Mr. Bell’s employment agreement, the Board (with the exception of Mr. Bell) has determined it is appropriate to issue Options to Mr. Bell on the terms set out below.

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 7 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, under Listing Rule 7.2 Exception 14, approval under Listing Rule 7.1 is not required.

Listing Rule 10.13

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

• a) the Options will be issued to Mr. Bell;

• b) the total number of Options to be issued under Resolution 7 is 300,000;

• c) the Options will be issued on the terms and conditions in Annexure A;

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

• e) the Options will be granted for no cash consideration; and

• f) no funds will be raised by the issue of the Options.

ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the resolution set out in the Notice of Meeting.

Attached to the Notice of Meeting is a proxy form for use by Shareholders. Shareholders are invited and encouraged to attend the General Meeting or, if unable to attend in person, to complete, sign and return the Proxy Form to the Company in accordance with the instructions contained on the Proxy Form and in the Notice of Meeting. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the General Meeting in person.

GLOSSARY

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

Act or Corporations Act	Corporations Act 2001(Cth)
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited (ACN 008 624 691) trading as the Australian
	Securities Exchange
ASX Listing Rules or Listing	The Official Listing Rules of the ASX, as amended from time
Rules	to time
Board	The Board of Directors of the Company
Company or Ausgold	Ausgold Limited (ABN 67 140 164 496)
General Meeting	The general meeting of the Company to be held on 24
	November 2011
Notice of Meeting	The notice convening the General Meeting which
	accompanies this Explanatory Memorandum
Option	An option to acquire a Share
Proxy Form	The proxy form attached to the Notice of Meeting
Share Registrar	Security Transfer Registrars Pty Ltd (ACN 008 894 488)
Shareholder	A registered holder of a Share
Shares or Ausgold Shares	Fully paid ordinary shares in the Company

Annexure A

1. Directors' Options issued to Richard Lockwood

• a) No monies will be payable for the issue of the options.

• b) The options will expire 3 years from the date of issue ( expiry date ), and may be exercised at any time upon vesting and prior to the expiry date.

• c) The exercise price of the options is $1.38 and will be payable in full on exercise.

• d) Subject to conditions (j) and (k), each option is a right in favour of the option holder to subscribe for one Share.

• e) Options are exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the option holder to exercise all or a specified number of the options held by the option holder accompanied by a option certificate and a cheque made payable to the Company for the subscription price for the exercise of the specified options. An exercise of only some of the options will not affect the rights of the option holder to the balance of the options held by him.

• f) The Company will allot the resultant shares and deliver the holding statement within five business days after the exercise of the option.

• g) The options are not transferrable, and no application will be made to the ASX for Official Quotation of the options.

• h) There will be no participating entitlements inherent in the options to participate in new issues of capital that may be offered to shareholders during the currency of the options. Prior to any new pro-rata issue of securities to shareholders, holders of options will be notified by the Company in accordance with the requirements of the Listing Rules.

• i) In the event the Company proceeds with a pro-rata issue (except a bonus issue) of the securities to the holders of shares after the date of issue of the options, the exercise price of the options will be adjusted in accordance with a formula set out in Listing Rule 6.22.2, with such adjustment to take effect on and from the final date of allotment of the securities comprised in that issue.

• j) In the event of a bonus issue of securities, the number of shares over which the options are exercisable may be increased by the number of shares that the option holders would have received if the options had been exercised before the record date for the bonus issue.

• k) In the event of a reconstruction, including the consolidation, subdivision, reduction or return of issue capital of the Company prior to the expiry date, all rights of an option holder are to be changed in a manner consistent with the Listing Rules.

• l) There is no right to a change in the exercise price of the options or to the number of shares over which the options are exercisable in the event of a new issue of capital (other than a bonus issue or a pro rata issue) during the currency of the options.

• m) Shares allotted pursuant to an exercise of options will rank, from the date of allotment, in all respects equally with existing fully paid ordinary shares of the Company.

• n) In accordance with the Listing Rules the Company will apply for Official Quotation of all shares allotted pursuant to an exercise of options.

2. Directors' Options issued to Benjamin John Bell

• a) No monies will be payable for the issue of the options.

• b) The options will expire on 31 December 2014 ( expiry date ) and may be exercised at any time upon vesting and prior to the expiry date.

• c) The options vest immediately upon SRK Consulting confirming the gold JORC resource on the Boddington South Project.

• d) Subject to conditions (k) and (l), each option is a right in favour of the option holder to subscribe for one Share.

• e) The exercise price of the options is $0.30 and will be payable in full on exercise.

• f) Options are exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the option holder to exercise all or a specified number of the options held by the option holder accompanied by a option certificate and a cheque made payable to the Company for the subscription price for the exercise of the specified options. An exercise of only some of the options will not affect the rights of the option holder to the balance of the options held by him.

• g) The Company will allot the resultant shares and deliver the holding statement within five business days after the exercise of the option.

• h) The options are not transferrable, and no application will be made to the ASX for Official Quotation of the options.

• i) There will be no participating entitlements inherent in the options to participate in new issues of capital that may be offered to shareholders during the currency of the options. Prior to any new pro-rata issue of securities to shareholders, holders of options will be notified by the Company in accordance with the requirements of the Listing Rules.

• j) In the event the Company proceeds with a pro-rata issue (except a bonus issue) of the securities to the holders of shares after the date of issue of the options, the exercise price of the options will be adjusted in accordance with a formula set out in Listing Rule 6.22.2, with such adjustment to take effect on and from the final date of allotment of the securities comprised in that issue.

• k) In the event of a bonus issue of securities, the number of shares over which the options are exercisable may be increased by the number of shares that the option holders would have received if the options had been exercised before the record date for the bonus issue.

• l) In the event of a reconstruction, including the consolidation, subdivision, reduction or return of issue capital of the Company prior to the expiry date, all rights of an option holder are to be changed in a manner consistent with the Listing Rules.

• m) There is no right to a change in the exercise price of the options or to the number of shares over which the options are exercisable in the event of a new issue of capital (other than a bonus issue or a pro rata issue) during the currency of the options.

• n) Shares allotted pursuant to an exercise of options will rank, from the date of allotment, in all respects equally with existing fully paid ordinary shares of the Company.

In accordance with the Listing Rules the Company will apply for Official Quotation of all shares allotted pursuant to an exercise of options.

PROXY FORM

The Secretary Ausgold Limited Level 14, Parmelia House 191 St Georges Terrace Perth WA 6000

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 3pm on 24 November 2011 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
To re-elect Simon Trevisan as a Director	[ ]	[ ]	[ ]
To re-elect Robert Pett as a Director	[ ]	[ ]	[ ]
To adopt the Remuneration Report	[ ]	[ ]	[ ]
To re-appoint BDO (WA) as the Auditors	[ ]	[ ]	[ ]
To approve the non-executive Directors remuneration	[ ]	[ ]	[ ]
To approve the issue of options to Richard Lockwood	[ ]	[ ]	[ ]
To approve the issue of options to Benjamin Bell	[ ]	[ ]	[ ]

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 the resolution.

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.

Please note that in the case of Resolution 3, if the Chairman is appointed as your proxy (either expressly or by default) then he will cast your votes in favour of Resolution 3 if you have not specifically directed him to vote against, or to abstain from voting on, the resolution. Therefore, if you wish to appoint the Chairman as your proxy but do not wish your votes to be cast in favour of Resolution 3, you must indicate your voting intention by marking either 'against' or 'abstain' against Resolution 3 above.

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…………………………………………………………….. 2011.

…………………………………………………………. ……………………………………………………………..

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