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AUSMON RESOURCES LIMITED AGM Information 2010

Oct 21, 2010

64392_rns_2010-10-21_c1af4f6c-5061-479e-ba73-d52140307c5e.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING

The Second Annual General Meeting of shareholders of Ausmon Resources Limited (“Company”) will be held at Suite 1502, Level 15, 370 Pitt Street, Sydney, on 25 November 2010 at 11:00 am .

FINANCIAL, DIRECTORS’ AND AUDITOR’S REPORTS

To receive and consider the Financial Report of the Company, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2010 in accordance with Section 317 of the Corporations Act 2001.

A hard copy of the 2010 Annual Report is mailed only to those shareholders who have previously made the election. A copy of the 2010 Annual Report may be obtained from the Company’s website at www.ausmonresources.com.au

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass the following ordinary resolutions:

1. Adoption of the Remuneration Report

“That the Remuneration Report contained in the Directors’ Report of the 2010 Annual Report be adopted.”

2. Election of Mr King M Fan as a Director

“That Mr King M Fan who retires according to the Constitution of the Company and who, being eligible, offers himself for re-election, be re-elected a Director.”

3. Issue of ordinary shares to Mr King M Fan as payment of outstanding fees

" That for the purposes of Listing Rule 10.11 of ASX Limited and for all other purposes that approval is given for the Company to issue 1,000,000 fully paid ordinary shares in Ausmon Resources Limited to Mr King M Fan at an issue price of $0.22 per share as payment for outstanding fees."

4. Issue of ordinary shares to Dr David W King as payment of outstanding fees

" That for the purposes of Listing Rule 10.11 of ASX Limited and for all other purposes that approval is given for the Company to issue 350,000 fully paid ordinary shares in Ausmon Resources Limited to Dr David W King at an issue price of $0.22 per share as payment for outstanding fees."

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AUSMON RESOURCES LIMITED ABN 88 134 358 964 Level 15, 370 Pitt Street, Sydney NSW 2000 Australia. PO BOX 20188 World Square, NSW 2002 Australia Tel: 61 2 9264 3100 Fax: 61 2 9264 0099 Email: [email protected] www.ausmonresources.com.au ASX code: AOA

5. Issue of ordinary shares to Mr John Q Wang as payment of outstanding fees

" That for the purposes of Listing Rule 10.11 of ASX Limited and for all other purposes that approval is given for the Company to issue 1,000,000 fully paid ordinary shares in Ausmon Resources Limited to Mr John Q Wang at an issue price of $0.22 per share as payment for outstanding fees."

6. Issue of ordinary shares to Mr Gang Zheng as payment of outstanding fees

" That for the purposes of Listing Rule 10.11 of ASX Limited and for all other purposes that approval is given for the Company to issue 1,000,000 fully paid ordinary shares in Ausmon Resources Limited to Mr Gang Zheng at an issue price of $0.22 per share as payment for outstanding fees."

7. Approval for 2,500,000 ordinary shares already issued on 21 December 2009

“That approval is given in accordance with Listing Rule 7.4 of ASX Limited for the issue and allotment on 21 December 2009 of 2,500,000 fully paid ordinary shares in Ausmon Resources Limited as consideration for the acquisition of all the issued capital of Great Western Minerals Limited, as detailed in the Explanatory Statement.”

8. Approval for 200,000 ordinary shares and 200,000 Options A already issued on 22 June 2010

“That approval is given in accordance with Listing Rule 7.4 of ASX Limited for the issue and allotment on 22 June 2010 of 200,000 fully paid ordinary shares in Ausmon Resources Limited and 200,000 Options A as consideration for the acquisition of 100% interest in EL 6424, as detailed in the Explanatory Statement.”

9. Approval for 1,700,000 ordinary shares already issued on 20 July 2010

“That approval is given in accordance with Listing Rule 7.4 of ASX Limited for the issue and allotment on 20 July 2010 of 1,700,000 fully paid ordinary shares in Ausmon Resources Limited at an issue price of $0.21 per share, as detailed in the Explanatory Statement.”

10. Approval for 1,000,000 ordinary shares already issued on 26 August 2010

“That approval is given in accordance with Listing Rule 7.4 of ASX Limited for the issue and allotment on 26 August 2010 of 1,000,000 fully paid ordinary shares in Ausmon Resources Limited as consideration for the acquisition of 100% interest in EL 6400 and EL 6464, as detailed in the Explanatory Statement.”

11. Approval for issue of up to 15,000,000 new ordinary shares

“That approval is given in accordance with Listing Rule 7.1 of ASX Limited for the issue and allotment of up to 15,000,000 fully paid ordinary shares as detailed in the Explanatory Statement.”

12. Approval for participation in new activities

"That approval be given for the Company to participate in new activities in the upstream and downstream petroleum industry in addition to its current activities in precious and base metals exploration as detailed in the Explanatory Statement."

VOTING EXCLUSIONS

Resolution 3

In accordance with Listing Rule 10.10.1 of ASX Limited, the Company will disregard any votes cast on Resolution 3 by:

  • Mr King M Fan; and

  • any associate of Mr King M Fan.

Resolution 4

In accordance with Listing Rule 10.10.1 of ASX Limited, the Company will disregard any votes cast on Resolution 4 by:

  • Dr David W King; and

  • any associate of Dr David W King.

Resolution 5

In accordance with Listing Rule 10.10.1 of ASX Limited, the Company will disregard any votes cast on Resolution 5 by:

  • Mr John Q Wang; and

  • any associate of Mr John Q Wang.

Resolution 6

In accordance with Listing Rule 10.10.1 of ASX Limited, the Company will disregard any votes cast on Resolution 6 by:

  • Mr Gang Zheng; and

  • any associate of Mr Gang Zheng.

Resolutions 7, 8, 9 and 10

In accordance with Listing Rule 7.5.6 of ASX Limited (ASX), the Company will disregard any votes cast on Resolutions 7, 8, 9 and 10 by:

  • a person who participated in the issue of securities; and

  • an associate of that person.

Resolution 11

In accordance with Listing Rule 7.3.8 of ASX Limited, the Company will disregard any votes cast on Resolution 11 by:

  • a person who may participate in the proposed issue of securities and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

  • an associate of that person.

However, with respect to Resolutions 3, 4, 5, 6, 7, 8, 9, 10, and 11 the Company need not disregard a vote if is cast by:

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

  • the person chairing the meeting as a 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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HOW TO VOTE

If you wish to vote on the resolutions contained in this notice, you should either attend the meeting in person, or appoint a proxy or proxies to attend on your behalf. In relation to the appointment of proxies, refer to the notes on proxies on the Proxy Form. A body corporate may appoint a representative to attend in accordance with the Corporations Act 2001. An executed notice evidencing the appointment of the person attending is required when registering at the Annual General Meeting.

To be valid, forms of proxy (enclosed) for use at the meeting must be completed and returned to the Company no later than 11:00 am NSW Standard Time on 23 November 2010.

ENTITLEMENT TO VOTE

For the purpose of the meeting, and in accordance with regulation 7.11.37 of the Corporations Regulations 2001, it has been determined that shares in the Company will be taken to be held by the persons who are registered holders as at 11:00 pm (Eastern Standard Time) on 23 November 2010. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Dated this 22[nd] day of October 2010.

By Order of the Board of Directors of the Company

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John Wang Company Secretary

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EXPLANATORY STATEMENT

This Explanatory Statement provides information to shareholders for the Annual General Meeting of shareholders of Ausmon Resources Limited to be held on 25 November 2010 at 11:00 am at Suite 1502, Level 15, 370 Pitt Street, Sydney and it should be read in conjunction with the accompanying Notice of Annual General Meeting.

Receipt of Financial, Directors’ and Auditor’s Reports

The first item of business deals with the Financial Report of the Company, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2010. Shareholders are to consider these reports and seek explanations, if required, from the Directors when the reports are presented to the meeting. No resolution is required on these reports and they are only required to be laid at the meeting in accordance with Section 317 of the Corporations Act 2001.

Resolution 1 - Adoption of the Remuneration Report

The Remuneration Report contained in the Directors’ Report of the Annual Report must be put to the vote for its adoption in accordance with Section 250R(2) of the Corporations Act 2001. The vote on this resolution is advisory only and does not bind the Directors or the Company.

Resolution 2- Election of Directors

Mr King M Fan is the Chairman of the Company and details of his experience are set out in the Directors’ Report of the Annual Report.

Resolutions 3, 4, 5 and 6 – Approval for issue of shares to Directors as payment of outstanding fees

As announced on 20 July 2010 to the ASX, since incorporation of the Company on 26 November 2008, the Directors had not resolved to pay fees or remuneration to Executive and Non-Executive Directors. With the progress achieved in the development of the Company since its initial public offering in March 2009, the Directors resolved on 20 July 2010 to pay remuneration to Executive and Non-Executive Directors for the period from 1 December 2008 to 30 June 2010 as follows:

Chairman King Ming Fan - $11,578.95 per month for a total of $220,000 for the period. Executive Director John Wang - $11,578.95 per month for a total of $220,000 for the period. Executive Director Gang Zheng - $11,578.95 per month for a total of $220,000 for the period. Non-executive Deputy Chairman David King - $4,052.63 per month for a total of $77,000 for the period.

In order to preserve cash resources of the Company, the Directors agreed for the remuneration to be paid by the issue of Shares at an issue price of $0.22 per Share which is at a premium of approximately 7.8% over the volume weighted average price of a Share traded on ASX over the period of one month prior to 20 July 2010. On that basis, subject to approval of shareholders, Chairman Mr King M Fan and Executive Directors Mr John Q Wang and Mr Gang Zheng will be issued one million shares each and the NonExecutive Deputy Chairman Dr David W King will be issued 350,000 shares within one month after the date of the meeting.

Shareholder approval is sought for the issue of the Shares to Directors Mr King M Fan, Dr David W King, Mr John Q Wang and Mr Gang Zheng as under Listing Rule 10.11 of ASX the issue of any shares by the Company to a director requires shareholder approval. If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1 with the result that the shares issued to the Directors are not taken into account in determining whether the Company has capacity under Listing Rule 7.1 to issue shares – that is, whether it has issued more than 15% of its ordinary security during the 12 month period following the issue of the Shares to the Directors.

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Resolution 7 - Approval for issue of 2,500,000 Shares already issued on 21 December 2009

On 18 December 2009, the Company announced the acquisition 100% of Great Western Minerals Limited ("Great Western"). The consideration for the acquisition arrived at on arm's length negotiation is the issue of 2,500,000 Shares to the shareholders of Great Western who are not related parties. The Shares allotted as consideration have the same rights as other fully paid ordinary shares of the Company already on issue. The Shares were issued for nil cash consideration.

The assets of Great Western consisted of Joint Ventures in respect of Exploration Licences ("EL") 6400, 6424 and 6464 encompassing 753 square kilometers within the under-explored Koonenberry Belt northeast of Broken Hill, NSW.

In respect of ELs 6400 and 6464, Great Western has the right to earn a minimum 51% interest in both ELs through expenditure of $1 million over a period to October 2011 with provision to earn another 24% to a total of 75% interest under certain conditions from 2011. EL 6400 contains an indicated and inferred JORC compliant resource of 5.75 Mt (million tonnes) at 1.03% copper, 0.35% zinc, 2.3 g/t (grams/tonne) silver and 0.05 g/t gold (Inferred: 2.73 Mt grading 0.9% copper, 0.4% zinc. 0.04 g/t gold and 2.05 g/t silver. Indicated: 3.02 Mt grading 1.15% copper, 0.3% zinc, 0.06 g/t gold, and 2.53 g/t silver).

In respect of EL 6424 Great Western has the right to earn 51% ownership through expenditure of $500,000 over the period to September 2011, with an option for a second $500,000 expenditure over a 2 year period from 2011 to earn an additional 24% (to a total of 75%). This tenement contains the historic Wertago Copper Field and Nutherungie Silver Field, which are considered to be highly prospective and under explored.

Subsequent to the acquisition of Great Western, the Company has acquired 100% interest in ELs 6400, 6464 and 6424. See details under Resolutions 8 and 10 below.

Resolution 8 - Approval for 200,000 Shares and 200,000 Options A already issued on 22 June 2010

In December 2009, the Company had acquired 100% of Great Western which had farm-in arrangements to earn 51% with option to earn to 75% interest in EL 6424 through expenditure work programs (see Resolution 7). On 26 May 2010, the Company announced the acquisition of 100% interest in EL 6424 in the Koonenberry Belt area north east of Broken Hill in New South Wales from the licence holder. That acquisition terminated the farm-in arrangements of Great Western.

The consideration for the acquisition of 100% interest in EL 6424, arrived at on arm's length negotiations, consisted of a cash payment of $75,000, the allotment of 200,000 Shares and grant of 200,000 Options A to Xanadu Resources Limited, a company listed on ASX and not a related party. The Shares allotted as consideration have the same rights as other fully paid ordinary shares of the Company already on issue. The Shares and Options A were issued for nil cash consideration.

The vendors retain a 1% net smelter royalty of production from EL 6424 with the Company having a 2 year option to buy-out that royalty interest.

The terms and conditions of the Options A are as follows:

  1. Each Option A entitles the holder to subscribe for one Share.

  2. The Options A shall expire at 5.00 pm NSW Standard Time on 30 June 2011 (Expiry Date). Any Option which has not been exercised prior to the Expiry Date automatically lapses.

  3. The Options A are exercisable at an exercise price of $0.50 per Share at any time on or before the Expiry Date.

  4. The Options are freely transferable.

  5. All Shares issued pursuant to the exercise of the Options A will be allotted within 10 business days after the exercise of the Options A and will rank pari passu in all respects with the

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Company’s then existing Shares. If the Company is listed on the ASX, the Company will apply for official quotation by ASX of all Shares issued upon exercise of the Options A on or before the third business day on which ASX is open after the date of allotment of the Shares.

There are no participating rights or entitlement inherent in the Options A and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options A. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 business days after the issue is announced. This will give Option A holders the opportunity to exercise their Options A prior to the date for determining entitlements to participate in any such issue.

  1. In the event of reorganisation (including a consolidation, sub-division, reduction or return) of the issued capital of the Company, the number of Options A or the exercise price of the Options A or both shall be reorganised (as appropriate) in the manner required by the Listing Rules of ASX.

  2. If there is a pro-rata issue (except a bonus issue) to Shareholders, the exercise price of each Option A shall be reduced according to the following formula:

O’ = O - E[P-(S+D)]

  • N + 1

Where

O’ = the new exercise price of Option A.

O = the old exercise price of Option A.

  • E = the number of Shares into which one Option A is exercisable.

  • P = the average market price per Share (weighted by reference to volume) during the 5 trading days ending on the day before the ex-rights or ex-entitlements date.

  • S = the subscription price for a Share under the pro-rata issue.

  • D = the dividend due but not yet paid on the Shares (except those to be issued under the pro-rata issue).

  • N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share under the pro rata issue.

  • If there is a bonus issue to Shareholders, the number of securities over which the Option A is exercisable will be increased by the number of Shares which the holder of the Option A would have received if the Option A had been exercised before the record date for the bonus issue.

  • If and to the extent any of the preceding terms and conditions are inconsistent with the rules or requirements of any stock exchange on which Shares or Options A are listed or are proposed to be listed from time to time, the rules of the relevant stock exchange will prevail in all respects to the extent of the inconsistency.

  • These terms and conditions are governed by the laws of the State of New South Wales and the holder of the Options unconditionally submits to the jurisdiction of the courts of that State and courts of appeal from them.

Resolution 9 - Approval for issue of 1,700,000 Shares already issued on 20 July 2010

On 20 July 2010, the Company issued 1,700,000 Shares at an issue price of $0.21 per Share in payment of fees to consultants for services rendered. The Shares allotted have the same rights as other fully paid ordinary shares of the Company already on issue. No cash is raised from this issue of Shares.

The Shares were allotted to the following entities who are not related parties:

Shares
Fuloughby Pty Limited 500,000
Oni Design Pty Ltd 500,000
Bairong FENG 250,000
Xiaomin PHU 150,000
Yanjiong ZHAO 150,000
Redrock Exploration Services Pty Ltd 100,000
Atlantic Pacific Capital Limited 50,000
TOTAL 1,700,000

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Listing Rules Requirements

Listing Rule 7.1 of ASX allows the Company to issue new securities up to 15% of the existing issued capital of the Company without prior approval of shareholders. The Shares issued on 20 July 2010 were within this limitation.

Under Listing Rule 7.4 of ASX, shareholders may subsequently approve the issue of shares made within the limitation of Listing Rule 7.1. The Company is seeking this approval. Following this approval, the Company will again be able to issue new securities up to 15% of its existing issued capital without prior approval of shareholders.

Resolution 10 - Approval for issue of 1,000,000 Shares already issued on 26 August 2010

In December 2009, Ausmon had acquired 100% of Great Western which had farm-in arrangements to earn 51% in the two ELs through expenditure work programs of $1 million over a period to October 2011 with provision to earn another 24% to a total of 75% interest under certain conditions from 2011 (see Resolution 7). On 18 August 2010, the Company announced the acquisition of 100% interest in ELs 6400 and 6464 in the Koonenberry Belt area north east of Broken Hill in New South Wales. That acquisition terminated the farm-in arrangements of Great Western.

The consideration for the acquisition of 100% interest in ELs 6400 and 6464, arrived at on arm's length negotiations, consisted of a cash payment of $200,000 and the allotment of 1,000,000 Shares to Black Range Minerals Limited, a company listed on ASX and not a related party. The Shares allotted as consideration have the same rights as other fully paid ordinary shares of the Company already on issue. The Shares were issued for nil cash consideration.

Resolution 11 – Approval for issue of up to 15,000,000 new shares

Subject to the approval of shareholders, the Company proposes to issue up to 15,000,000 Shares at a price per Share that is at least 80% of the average market price for the Share calculated over the last 5 days on which sales in the shares were recorded before the day on which the issue is made.

The Shares proposed to be issued have the same rights as other fully paid ordinary shares of the Company already on issue.

The amount to be raised is to be applied to fund the Company’s exploration activities, exercise the rights, when required, under the share purchase warrants granted with the 5,750,000 shares acquired in Premium Exploration Inc. in 2009, appraisal of corporate opportunities, participation in new ventures, if any, the cost of placement of the Shares and for general working capital.

The Company proposes to offer the Shares to professional and sophisticated investors and other investors not requiring a disclosure document under section 708 of the Corporations Act that are known to the Company and/or introduced by stockbrokers. The Shares will only be issued to those persons that accept an offer, if and when the proposed issue is approved by shareholders at the Annual General Meeting. The Shares will not be offered to related parties. The Company may not issue all the securities for which approval is given and may issue the securities progressively as the Company places the securities with investors.

No Shares approved under this Resolution 11 will be issued and allotted by the Company later than three months from the date of the Annual General Meeting.

Resolution 12 – Approval for participation in new activities

The Company has been introduced to potential opportunities to trade in petroleum and related products globally and to invest in construction of an oil refinery overseas. Over the last few months the Company has been assessing those opportunities and commencing initial process for potential transactions.

If supply of the petroleum products is available, the scale of these new activities can be substantial and can have a very significant impact on revenue and profit. However, there is currently no certainty on

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available volume of petroleum and related products and the terms of trade are not yet known. Therefore, it is not possible for the Company to quantity the scale of these new activities and their potential impact on operations, income statement and assets and liabilities. However, the Company intends to structure these activities in a manner not to expose the Company to high risks.

The construction of the oil refinery will require very substantial capital in excess of US$150 million for the first phase. The Company's participation in this investment is intended as project promoter sourcing investment capital from investors in Asia for direct investment in the project. The Company intends to receive fees and free interests in the project without risking substantial amount of its own investment capital. There is still significant uncertainty on implementing this proposed new activity. The extent of benefits to be derived is unknown and can be substantial having regards to the current operational income of the Company.

When firm opportunities are presented to the Company in these new lines of business the Company may need to commit to transactions and may not be afforded a long time to sign binding contracts. The Company is seeking approval from shareholders for it to proceed in these new activities.

Recommendation

The Directors recommend that shareholders vote in favour of Resolutions 1, 2, 7, 8, 9, 10, 11 and 12 and make no recommendations on Resolutions 3, 4, 5 and 6 by reason of their interests in those resolutions.

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Ausmon Resources Limited ABN 88 134 358 964

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FOR ALL ENQUIRIES CALL: +61 2 9264 3100

FACSIMILE +61 2 9264 0099

ALL CORRESPONDENCE TO:

PO Box 20188 World Square, Sydney NSW 2002 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 11:00AM ON 23 NOVEMBER 2010

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

  • (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 11:00 am on 23 November 2010 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Ausmon Resources Limited, PO Box 20188, World Square, Sydney NSW 2002 Australia

BY FAX - + 61 2 9264 0099

IN PERSON - Ausmon Resources Limited, Suite 1502, Level 15, 370 Pitt Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Ausmon Resources Limited

STEP 1 - Appointment of Proxy

I/We being a member/s of Ausmon Resources Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark with an OR ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Ausmon Resources Limited to be held at Suite 1502, Level 15, 370 Pitt Street Sydney, NSW 2000 on 25 November 2010 at 11:00 am and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of a resolution, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called. The Chair intends to vote all undirected proxies in favour of the resolution.

STEP 2 - Voting directions to your Proxy – please mark X or √ to indicate your directions

STEP 2 - Voti ng directions to your Proxy – please mark X or √ to indicate your dir ecti ons ons ons ons ons
Ordinary Business For Against
Abstain*
Resolution 1 Adoption of Remuneration Report
Resolution 2 Election of Mr King M Fan as a Director
Resolution 3 Approval for issue of shares to Mr King M Fan
Resolution 4 Approval for issue of shares to Dr David W King
Resolution 5 Approval for issue of shares to Mr John Q Wang
Resolution 6 Approval for issue of shares to Mr Gang Zheng
Resolution 7 Approval for issue of 2,500,000 shares on 21 December 2009
Resolution 8 Approval for issue of 200,000 shares and 200,000 Options A on 22 June 2010
Resolution 9 Approval for issue of 1,700,000 shares on 20 July 2010
Resolution 10 Approval for issue of 1,000,000 shares on 26 August 2010
Resolution 11 Approval for issue of up to 15,000,000 new shares
Resolution 12 Approval for participation in new activities

In addition to the intentions advised above. The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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Individual or Securityholder 1 Securityholder 2
Sole Director and Sole Company Secretary Director
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Securityholder 3 Director/Company Secretary

Contact Name ……………………………….……..

Contact Daytime Telephone ………………………………….. Date / / 2010