AUSGOLD LIMITED — Proxy Solicitation & Information Statement 2011

Jun 16, 2011

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Level 14 191 St George’s Terrace Perth Western Australia 6000 Telephone: (+61 8) 9424 9300 Facsimile: (+61 8) 9321 5932

17 June 2011

The Listing Manager Australian Stock Exchange Ltd Exchange Plaza 2 The Esplanade PERTH WA 6000

Dear Sirs

Ausgold Limited (“the Company”) – Despatch of Notice of Meeting to Shareholders

Ausgold Limited (ASX: AUC) has despatched notices to its existing shareholders regarding a shareholders’ meeting to be held on 18 July 2011. A copy of the covering letter and notice of meeting sent to the shareholders is attached.

Yours faithfully

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Fleur Hudson Company Secretary

Ausgold Limited (ACN 140 164 496) www.ausgoldlimited.com

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Level 14 191 St George’s Terrace Perth Western Australia 6000 Telephone: (+61 8) 9424 9300 Facsimile: (+61 8) 9321 5932

Dear Shareholder

Ausgold Limited Notice of General Meeting

Attached is your notice of a General Meeting of Ausgold Limited’s Shareholders called for 3pm on Monday 18 July 2011 . The meeting will be held at the Fremantle Room at the Parmelia Hilton Hotel, 14 Mill St, Perth, Western Australia.

The meeting has been called to approve the issue of shares in relation to the Company’s placement (announced 6 June 2011) and the share and option component of the purchase price of the remaining 20% of the Katanning Gold Project. The resolutions have the unanimous support of your Board of Directors .

The $25,000,000 placement at $1.35 per share made to large global institutions puts the Company in a very strong position to rapidly advance the exploration of the Company’s Katanning Gold Deposit and surrounding Boddington South Project and will fund a 100,000m drilling program as well as regional exploration. The acquisition of the remaining 20% of the Katanning Gold Deposit will bring our key asset under 100% ownership and control and is a significant step forward in the Company creating value through this exciting project.

The final resolution relates to the appointment of Richard Lockwood to the board. As Richard was co-opted to the board in November 2010 it is a requirement of the Company’s constitution that he be re-elected at the next General Meeting. Richard has played an invaluable role in promoting the Company and in assisting with the recent share placement. Ausgold’s directors unanimously support Richard Lockwood’s election.

The resolutions are explained in more detail in the Explanatory Memorandum accompanying the notice of meeting. There is also a standard form of proxy notice attached to the notice of meeting.

I hope you will join me in supporting these resolutions.

Yours sincerely

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Robert J. Pett Chairman

Ausgold Limited (ACN 140 164 496) www.ausgoldlimited.com

AUSGOLD LIMITED

A.B.N. 67 140 164 496

Circular to Shareholders

Including

NOTICE OF MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

Date of Meeting

18 July 2011 Time of Meeting

3pm

Place of Meeting

Parmelia Hilton Hotel

14 Mill Street

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 .......................................................................................................... 4 Notes ....................................................................................................................................................... 6 SECTION 2 - EXPLANATORY MEMORANDUM TO SHAREHOLDERS ...................................................... 8 Glossary ................................................................................................................................................. 12 Annexure A – Tranche 1 Placees ........................................................................................................... 13 Annexure B – Tranche 2 Placees ........................................................................................................... 14 Annexure C – Profile of Richard Lockwood ........................................................................................... 15 Annexure D – Options issued to GSR .................................................................................................... 16 SECTION 3 - PROXY FORM .................................................................................................................... 17

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SECTION 1 - NOTICE OF MEETING

Notice is hereby given that a general meeting of Ausgold Limited will be held at 3pm on 18 July 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’).

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 TRANCHE 1 SHARE PLACEMENT

To consider and, if thought fit, to pass with or without amendment 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 12,000,000 Shares to the parties listed in Annexure A to the Explanatory Memorandum (each a “Tranche 1 Placee”) on 7 June 2011 on the terms and conditions set out in the Explanatory Memorandum."

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 Tranche 1 Placee and any of the Tranche 1 Placees’ 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 TRANCHE 2 SHARE PLACEMENT

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

'That for the purpose of Listing Rule 7.1, and for all other purposes, the Company approves the issue of 6,518,519 Shares to the parties listed in Annexure B to the Explanatory Memorandum (each a "Tranche 2 Placee") on the terms and conditions detailed in the Explanatory Memorandum.'

Voting exclusion statement:

For the purpose of Listing Rule 7.3.8, and for other purposes, the Company will disregard any votes cast on this Resolution 2 by the Tranche 2 Placees and any of the Tranche 2 Placees' 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 – SUBSEQUENT APPROVAL OF ISSUE OF FIRST INSTALMENT SHARES AND OPTIONS TO GREAT SOUTHERN RESOURCES PTY LTD (“GSR”)

To consider and, if thought fit, to pass with or without amendment 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 1,379,311 Shares and 500,000 Options to GSR on 1 July 2011 on the terms and conditions set out in the Explanatory Memorandum."

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 3 by GSR and any of its 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 SECOND INSTALMENT SHARES TO GSR

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

'That for the purpose of Listing Rule 7.1, and for all other purposes, the Company approves the issue of 1,379,310 Shares to GSR on the terms and conditions detailed in the Explanatory Memorandum.'

Voting exclusion statement:

For the purpose of Listing Rule 7.3.8, and for other purposes, the Company will disregard any votes cast on this Resolution 4 by GSR and any of its 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 5 – SUBSEQUENT APPROVAL OF APPOINTMENT OF DIRECTOR

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

“That for the purpose of clause 56.3 of the Company's constitution, and for all other purposes, Mr. Richard Lockwood be appointed as a Director of the Company.”

By Order of the Board Date:

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________ Fleur Hudson 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) 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 4 pm (Perth time) on 12 July 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 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

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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.

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 15 July 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

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.

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.

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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 July 2011.

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

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• subsequent approval of tranche 1 share placement;

• approval of tranche 2 share placement;

• subsequent approval of issue of First Instalment Shares and Options to GSR;

• approval of issue of Second Instalment Shares to GSR; and

• subsequent approval of appointment of Director;

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.

RESOLUTION 1 – SUBSEQUENT APPROVAL OF TRANCHE 1 SHARE PLACEMENT

Background

On 7 June the Company issued 12,000,000 Shares by way of a placement to the Tranche 1 Placees at a price of $1.35 per Share ( Tranche 1 Placement ).

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 Rule).

The issue of Shares under the Tranche 1 Placement was below the 15% threshold. While Shareholder approval of the Shares issued under the Tranche 1 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.

If Resolution 1 is approved, the Company will not have to count the Shares issued under the Tranche 1 Placement in the 15% limit of securities that can be issued without Shareholder approval in Listing Rule 7.1 and accordingly the Company's capacity to issue securities within the 15% limit will be refreshed in respect of 12,000,000 Shares. The Directors consider it prudent to maintain future funding flexibility as part of the Company's capital management strategy. This can be done under Listing Rule 7.4 by seeking Shareholder ratification of the Shares issued under the Tranche 1 Placement.

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

Listing Rule 7.5

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

• (a) a total of 12,000,000 Shares were issued to Tranche 1 Placees on 7 June 2011;

• (b) the Shares were issued at a price of $1.35 per Share;

• (c) the Shares are fully paid ordinary shares in the Company and from the date of issue, the Shares will rank equally in all respects with the Company's existing Shares;

• (d) the Shares were allotted to Tranche 1 Placees ; and

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

Directors' recommendation

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

RESOLUTION 2 – APPROVAL OF TRANCHE 2 SHARE PLACEMENT

Background

Resolution 2 has been proposed so that Shareholders may approve, for the purpose of Listing Rule 7.1, the issue of 6,518,519 Shares to Tranche 1 Placees at $1.35 per Share ( Tranche 2 Placement ).

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 Rule).

The Tranche 2 Placement would exceed the 15% threshold and accordingly, Resolution 2 has been proposed so that Shareholders can approve the proposed issue of Shares.

If Resolution 2 is approved, the Company will not have to count the Shares issued under the Tranche 2 Placement in the 15% limit of securities that can be issued without Shareholder approval in Listing Rule 7.1 and accordingly the Company's capacity to issue securities within the 15% limit will be refreshed in respect of 6,518,519 Shares. The Directors consider it prudent to maintain future funding flexibility as part of the Company's capital management strategy.

Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is provided to Shareholders:

• a) the maximum number of Shares to be issued under Resolution 2 is 6,518,519;

• b) the Shares will 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;

• c) the Shares will be issued at a price of $1.35 per Share;

• d) the Shares to be issued will be fully paid ordinary shares in the Company and from the date of issue, the Shares will rank equally in all respects with the Company's existing Shares;

• e) the Shares will be issued to the Tranche 2 Placees; and

• f) the funds to be raised by the issue of the Shares will be used to fund drilling at the Company’s Katanning Gold Project and exploration at the Boddington South Exploration Project and the Company’s other exploration projects and for working capital.

If Resolution 2 is not approved, the Tranche 2 Placement will not proceed. In that case, the Board will explore other funding options.

Directors' recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

RESOLUTIONS 3 AND 4 – APPROVAL OF ISSUE OF SHARES AND OPTIONS TO GSR

Background

As announced on 28 April 2011 the Company has entered into the "Boddington South" Joint Venture Purchase Agreement (“Katanning Acquisition Agreement”) pursuant to which the Company agreed to issue to GSR:

• (a) an initial instalment of 1,379,311 Shares at a price of $1.45 per Share and 500,000 Options for no cash consideration ( First Instalment ); and

• (b) a subsequent instalment of 1,379,310 Shares at a price of $1.45 per Share ( Second Instalment ).

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Reason for Shareholder approval – Resolution 3

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 Rule).

The issue of the 1,379,311 Shares and 500,000 Options was below the 15% threshold. While Shareholder approval of the First Instalment Shares and Options 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.

If Resolution 3 is approved, the Company will not have to count the First Instalment Shares and Options in the 15% limit of securities that can be issued without Shareholder approval in Listing Rule 7.1 and accordingly the Company's capacity to issue securities within the 15% limit will be refreshed in respect of 1,379,311 Shares and 500,000 Options. The Directors consider it prudent to maintain future funding flexibility as part of the Company's capital management strategy. This can be done under Listing Rule 7.4 by seeking Shareholder ratification of the issue of the 1,379,311 Shares and 500,000 Options.

If Resolution 3 is not approved, it will have no effect upon the issue of the First Instalment Shares and Options.

Listing Rule 7.5

In accordance with Listing Rule 7.5, the following information is provided to Shareholders in relation to Resolution 3:

• a) a total of 1,379,311 Shares were issued to GSR on 1 July 2011;

• b) a total of 500,000 Options were issued to GSR on 1 July 2011;

• c) the Shares were issued at a price of $1.45 per Share;

• d) the Shares are fully paid ordinary shares in the Company and from the date of issue, the Shares will rank equally in all respects with the Company's existing Shares;

• e) the Options were issued for no cash consideration on the terms and conditions in Annexure D;

• f) the Shares and Options were allotted to GSR; and

• g) the Shares and Options were issued to GSR as part of the consideration for the acquisition from GSR of the remaining 20% interest in the Boddington South Joint Venture (more frequently referred to as the Katanning Gold Project) which the Company does not already own.

Reason for Shareholder approval – Resolution 4

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 Rule).

The issue of the Second Instalment Shares will exceed the 15% threshold and accordingly, Resolution 4 has been proposed so that Shareholders can approve the proposed issue of Shares.

If Resolution 4 is approved, the Company will not have to count the Second Instalment Shares in the 15% limit of securities that can be issued without Shareholder approval in Listing Rule 7.1 and accordingly the Company's capacity to issue securities within the 15% limit will be refreshed in respect of 1,379,310 Shares. The Directors consider it prudent to maintain future funding flexibility as part of the Company's capital management strategy.

Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 4:

• a) the maximum number of Shares to be issued under Resolution 4 is 1,379,310;

• b) the Shares will be issued not later than three months after the General Meeting and it is intended that allotment of each will occur on 1 August 2011 in accordance with the terms of the Katanning Acquisition Agreement;

• c) the Shares will be issued at a price of $1.45 per Share;

• d) the Shares to be issued will be fully paid ordinary shares in the Company and from the date of issue, the Shares will rank equally in all respects with the Company's existing Shares;

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• e) the Shares will be issued to GSR; and

• f) the Shares will be issued to GSR as part of the second and final tranche of consideration for the acquisition from GSR of the remaining 20% interest in the Boddington South Joint Venture (more frequently referred to as the Katanning Gold Project) which the Company does not already own..

If Resolution 4 is not approved but either Resolution 1 or Resolution 3 are approved, the issue of Shares pursuant to the Second Instalment will not result in the Company exceeding the 15% limit and, accordingly, the issue of the Second Instalment shares will proceed regardless of Resolution 4 not being approved at the General Meeting.

If Resolution 4 is not approved and both Resolution 1 and Resolution 3 are also not approved, the Board will explore other options to issue the shares in compliance with Listing Rule 7.3.

Directors' recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

RESOLUTION 5 – SUBSEQUENT APPROVAL OF APPOINTMENT OF DIRECTOR – RICHARD LOCKWOOD

Background

Clause 57.1 of the Company's Constitution provides that the Directors may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors.

Mr. Lockwood, having consented by notice in writing to act as a Director, was appointed by the Board as a Director on 12 November 2010 pursuant to clause 57.1 of the Company's Constitution.

A profile of Mr. Lockwood is contained in Annexure C to this Explanatory Memorandum.

Clause 56.3 of the Company's Constitution provides that the Company may appoint a person as a Director by resolution passed in general meeting.

Subject to Resolution 5 being passed, the Board will comprise Robert James Pett (Non-Executive Chairman), Benjamin John Bell (Chief Executive Officer), Simon Trevisan (Executive Director), Christopher David Kelsall (Non Executive Director) and Richard Lockwood (Non Executive Director).

The Board considers that the mix of executive and non-executive Directors collectively bring the range of skills, knowledge and experience necessary to direct the Company.

Directors' recommendation

Mr Lockwood has a personal interest in Resolution 5 and therefore does not make a recommendation to Shareholders on how to vote on the Resolution.

The other Directors recommend that Shareholders vote in favour of Resolution 5.

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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)
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited (ACN 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 July 2011
GSR	Great Southern Resources Pty Ltd ACN 092 401 762
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
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
Shareholder	A registered holder of a Share
Shares	Fully paid ordinary shares in the Company
Tranche 1 Placees	The parties listed in Annexure A to the Explanatory Memorandum
Tranche 2 Placees	The parties listed in Annexure B to the Explanatory Memorandum

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Annexure A – Tranche 1 Placees

#	Placee	Number of Shares
1.	Capital Group	3,240,000
2.	Vestra Wealth LLP	291,600
3.	JP Morgan Investment Management Ltd	5,832,000
4.	FIL Investments International	2,138,400
5.	Apac Resources Capital Limited	291,600
6.	Williams de Broe	70,320
7.	Mr Chatchai Yenbamroong	136,080
TOTAL		12,000,000

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Annexure B – Tranche 2 Placees

#	Placee	Number of Shares
1.	Capital Group	1,760,000
2.	Vestra Wealth LLP	158,400
3.	JP Morgan Investment Management Ltd	3,168,000
4.	FIL Investments International	1,161,600
5.	Apac Resources Capital Limited	158,400
6.	Williams de Broe	38,199
7.	Mr Chatchai Yenbamroong	73,920
TOTAL		6,518,519

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Annexure C – Profile of Richard Lockwood

Mr Lockwood has 35 years' experience in mining, mining investment and stockbroking. Formerly a mining investment partner for Hoare Govett and McIntosh Securities, he was involved in the development and financing of several gold and base metals projects in Europe, Australia and Africa.

Mr Lockwood is currently a Senior Fund Manager for City Natural Resources High Yield Trust, New City High Yield Trust, Geiger Counter Limited and Golden Prospect Precious Metals. He is also currently a non-executive director of Kalahari Minerals Ltd, Reglpoint Resources Ltd and Indochina Minerals Ltd.

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Annexure D – Options issued to GSR

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

• b) The options will expire at 5.00pm on 1 July 2015 ( expiry date ) and may be exercised at any time upon vesting and prior to the expiry date.

• c) The options vested immediately upon issue.

• 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 $1.45 per option and will be payable in full on exercise of the option.

• 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.

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

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SECTION 3 - 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 18 July 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
1.	To approve the Tranche 1 Placement	[ ]	[ ]	[ ]
2.	To approve the Tranche 2 Placement	[ ]	[ ]	[ ]
3.	To approve the issue of First Instalment Shares and Options to GSR	[ ]	[ ]	[ ]
4.	To approve the issue of Second Instalment Shares to GSR	[ ]	[ ]	[ ]
5.	To approve the appointment of Richard Lockwood as Director	[ ]	[ ]	[ ]

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

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of the resolution and votes cast by him on that resolution other than as a proxy holder will be disregarded because of that interest.

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

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