Austral Gold Limited — Proxy Solicitation & Information Statement 2009

Oct 19, 2009

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ABN 30 075 860 472
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NOTICE OF GENERAL MEETING

AND

NOTICE OF MEETING FOR THE REDUCTION OF CAPITAL

TIME: 11:00 am (AEST) (General Meeting) and immediately following (Reduction of Capital Meeting) DATE: 20 November 2009 PLACE: PKF Chartered Accountants & Business Advisers Geoff Harris Room Level 10, 1 Margaret Street SYDNEY

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please contact the Company Secretary on (61 2) 9380 7233.

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CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	4
Notice of Meeting for the Reduction of Capital (setting out the proposed resolution)	7
Explanatory Statement	8
Proxy Form	15

TIME AND PLACE OF MEETINGS AND HOW TO VOTE

VENUE

The General Meeting and the Reduction of Capital Meeting of the Shareholders of Austral Gold Limited to which these Notice of Meetings relates will be held at the offices of PKF Chartered Accountants & Business Advisers, Geoff Harris Room Level 10, 1 Margaret Street SYDNEY on Friday, 20 November 2009 commencing at 11.00 am (AEST).

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:

• (a) by post to Suite 605, 80 William Street, Sydney, New South Wales 2011; or

• (b) by facsimile to AGD on facsimile number (61 2) 9380 7972, so that it is received no later than 11.00 am AEST on 18 November 2009.

Proxy forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Austral Gold Limited ( AGD or Company ) will be held at the offices of PKF Chartered Accountants & Business Advisers, Geoff Harris Room Level 10, 1 Margaret Street Sydney, NSW commencing at 11.00 am (AEST) on Friday 20 November 2009.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of AGD on Wednesday, 18 November 2009 at 11.00 am (AEST).

AGENDA

1. RESOLUTION 1 – RECEIVE AND CONSIDER FINANCIAL STATEMENTS AND DIRECTORS REPORT

To receive and consider the Annual Financial Report together with the Directors’ and Auditor’s Reports for the year ended 30 June 2009.

2. RESOLUTION 2 – ADOPTION OF REMUNERATION REPORT

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

“That for the purposes of Section 250R(2) of the Corporations Act, the Company adopt the Remuneration Report.”

3. RESOLUTION 3 – RE-ELECTION OF MR EDUARDO ELSZTAIN

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

“That Mr Eduardo Elsztain, who retires by rotation in accordance with clause 13.2 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company."

4. RESOLUTION 4 – RE-ELECTION OF MR SAUL ZANG

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

“That Mr Saul Zang, who retires by rotation in accordance with clause 13.2 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company."

5. RESOLUTION 5 – RE-ELECTION OF DR ROBERT TRZEBSKI

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

“That Dr Robert Trzebski who retires by rotation in accordance with clause 13.2 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company."

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6. RESOLUTION 6 – RE-ELECTION OF MR STABRO KASANEVA

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

“That in accordance with section 13.4 of the Company’s Constitution, Mr Stabro Kasaneva having been appointed as a director of the Company on 7 October 2009 and, being eligible offers himself for re-election, be re-elected as a director of the Company."

7. RESOLUTION 7 – APPROVAL OF ISSUE OF MAY SHARES

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval and ratification be given to the allotment and issue of 200,000 Shares on 22 May 2009 to Carlos Peralta pursuant to a letter of agreement dated 1 April 2008 at a price and on the terms set out in the Explanatory Statement to this Notice of Meeting."

Voting Exclusion Statement : As required by the Listing Rules, the Company will disregard any votes on this resolution by Carlos Peralta and his associates. However, the Company need 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 of the proxy form; or

• (b) it is cast by the person chairing the General 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 desires.

8. RESOLUTION 8 – APPROVAL OF ISSUE OF SEPTEMBER SHARES

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval and ratification be given to the allotment and issue of 27,614 Shares on 14 September 2009 to Carlos Peralta pursuant to a resolution of the Board on 20 August 2009 at a price and on the terms set out in the Explanatory Statement to this Notice of Meeting."

Voting Exclusion Statement : As required by the Listing Rules, the Company will disregard any votes on this resolution by Carlos Peralta and his associates. However, the Company need 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 of the proxy form; or

• (b) it is cast by the person chairing the General 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 desires.

9. RESOLUTION 9 – APPROVAL OF CANCELLATION OF SHARES ISSUED TO NATALIA ZANG

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

“That for the purposes of section 256C(2) of the Corporations Act and for all other purposes, approval is given for the Company to make a selective reduction of capital and cancel a total of 600,000 Shares held by Natalia Zang on the terms set out in the Explanatory Statement to this Notice of Meeting.”

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Voting Exclusion Statement : As required by the Corporations Act, the Company will disregard any votes on this resolution by Natalia Zang and her associates. However, the Company need 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 of the proxy form; or

• (b) it is cast by the person chairing the General 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 desires.

10. RESOLUTION 10 – APPROVAL OF ISSUE OF SHARES TO NATALIA ZANG

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given to the allotment and issue of 600,000 Shares to Natalia Zang at a price and on the terms set out in the Explanatory Statement to this Notice of Meeting."

Resolution 10 can only be passed if resolution 9 has been approved by the Shareholders as a special resolution.

Voting Exclusion Statement : As required by the Listing Rules, the Company will disregard any votes on this resolution by Natalia Zang and her associates. However, the Company need 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 of the proxy form; or

• (b) it is cast by the person chairing the General 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 desires.

Dated: 20 October 2009

By Order Of the Board Austral Gold Limited

Catherine Lloyd Company Secretary

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NOTICE OF MEETING FOR THE REDUCTION OF CAPITAL

Notice is given that a Reduction of Capital Meeting will be held at the offices of PKF Chartered Accountants & Business Advisers, Geoff Harris Room Level 10, 1 Margaret Street Sydney, NSW commencing at 12:00 pm (AEST) on Friday 20 November 2009.

The Explanatory Statement to this Notice of Meeting for the Capital Reduction provides additional information on matters to be considered at the Reduction of Capital Meeting. The Explanatory Statement is part of this Notice of Meeting for the Capital Reduction.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the only person eligible to vote at the Reduction of Capital Meeting is Natalia Zang, whose Shares are to be cancelled and who is a registered Shareholder of the Company at the time that is 48 hours prior to the time and date of the Reduction of Capital Meeting.

AGENDA

1. RESOLUTION 1 – APPROVAL FOR A SELECTIVE REDUCTION OF CAPITAL To consider, and if thought fit, to pass the following resolution as a special resolution:

“That for the purposes of section 256C(2) of the Corporations Act and for all other purposes, approval is given by Natalia Zang for the Company to make a selective reduction of capital and cancel a total of 600,000 Shares held by Natalia Zang on the terms set out in the Explanatory Statement to this Notice of Meeting.”

Short Explanation: Under the Corporations Act, a company may make a selective reduction of its capital by a special resolution passed at a general meeting. The cancellation of 600,000 Shares is a selective reduction of capital and therefore must be approved by Natalia Zang whose Shares are being cancelled. Please refer to the Explanatory Statement for details.

Dated: 20 October 2009

By Order Of the Board Austral Gold Limited

Catherine Lloyd Company Secretary

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of Austral Gold Limited ( AGD or Company ) in connection with the business to be conducted at a General Meeting and Reduction of Capital Meeting to be held at the offices of PKF Chartered Accountants & Business Advisers, Geoff Harris Room Level 10, 1 Margaret Street Sydney, NSW commencing at 11.00 am (AEST).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meetings.

1. RESOLUTION 1 – RECEIVE AND CONSIDER FINANCIAL STATEMENTS AND DIRECTORS REPORTS

In accordance with the Company’s Constitution, the business of the meeting will include receipt and consideration of the Company’s Financial Report and reports of Directors and Auditors for the year ended 30 June 2009.

2. RESOLUTION 2 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Directors’ Report in the Company’s 2009 Annual Report.

The Remuneration Report 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 meeting.

The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders however, should note that the vote on Resolution 2 is advisory only and not binding on the Company or its Directors.

3. RESOLUTION 3 – RE-ELECTION OF MR EDUARDO ELSZTAIN

Mr Elsztain was appointed as a Director on 29 June 2007 and was subsequently elected at the general meeting of the Company on 30 November 2007. He now retires by rotation and, being eligible, seeks re-election in accordance with clause 13.2 of the Company’s Constitution.

A brief profile of Mr Elsztain is contained in the Company’s 2009 Annual Report.

4. RESOLUTION 4 – RE-ELECTION OF MR SAUL ZANG

Mr Zang was appointed as a Director on 29 June 2007 and was subsequently elected at the general meeting of the Company on 30 November 2007. He now retires by rotation and, being eligible, seeks re-election in accordance with clause 13.2 of the Company’s Constitution.

A brief profile of Mr Zang is contained in the Company’s 2009 Annual Report.

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5. RESOLUTION 5 – RE-ELECTION OF DR ROBERT TRZEBSKI

Mr Trzebski was appointed as a Director on 22 April 2007 and was subsequently elected at the general meeting of the Company on 22 May 2007. He now retires by rotation and, being eligible, seeks re-election in accordance with clause 13.2 of the Company’s Constitution.

A brief profile of Dr Trzebski contained in the Company’s 2009 Annual Report.

6. RESOLUTION 6 – RE-ELECTION OF MR STABRO KASANEVA

Mr Stabro Kasaneva was appointed as a Director on 7 October 2009.

Pursuant to clause 13.4 of the Constitution, the Directors may at any time appoint a person to be a director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Mr Kasaneva was appointed as a Director on 7 October 2009 and now seeks reelection in accordance with clause 13.4 of the Constitution.

Mr Kasaneva holds a degree in Geology from the Universidad Católica del Norte, Chile. He has more than 20 years experience in geology and exploration of gold deposits, mainly focused on the Paleocene belt in Northern Chile, where Guanaco Austral Gold’s flagship gold/copper project is located.

Mr Kasaneva comes with expertise in multiple geological settings for precious metals. His experience includes eight years with Meridian Gold (now Yamana Gold) at its El Peñón Mine serving as Geology and Explorations Manager, as well as Business Development Manager in Reno, USA.

Mr Kasaneva worked one year at Austral Gold’s Guanaco project as Geology Manager, before returning to El Peñón as General Manager. He recently served as Vice-President of Operations for Andean Resources Limited, overseeing global operations and exploration, business development, completion of feasibility studies, selection of key contractors, and developing exploration strategies.

7. RESOLUTIONS 7 AND 8 – APPROVAL OF ISSUE OF MAY SHARES AND APROVAL OF ISSUE OF SEPTEMBER SHARES

Issue of May Shares

On 22 May 2009, the Company issued 200,000 Shares at $0.08 per Share to Mr Carlos Peralta, Exploration and Geology Manager, Guanaco, for nil consideration pursuant to a letter of agreement dated 1 April 2008 and as part of the Company’s Remuneration Policy ( May Shares ). No funds were raised from the issue of the May Shares.

The May Shares were issued on the same terms and rank equally with existing issued Shares and are quoted by the ASX.

Issue of September Shares

On 14 September 2009, the Company issued 27,614 Shares at $0.08 per Share to Mr Carlos Peralta, Exploration and Geology Manager, Guanaco, for nil consideration pursuant to a resolution of the Board dated 20 August 2009 and as part of the Company’s Remuneration Policy ( September Shares ). No funds were raised from the issue of the

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September Shares.

The September Shares were issued on the same terms and rank equally with existing issued Shares and are quoted by the ASX.

The Company’s Remuneration Policy

The Company’s Remuneration Policy aims to ensure remuneration packages of directors and senior executives properly reflect the person’s duties and responsibilities and level of performance and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. To give effect to this policy the Company reviews available information which measures the remuneration levels in the various labour markets in which it competes. The expectation of the Company is that, for a particular grade of employee, the total fixed compensation will be at the median level of the relevant market.

Listing Rule 7.4

Listing Rule 7.1 provides that an ASX listed company may not issue equity securities comprising more than 15% of its issued shares in any 12 month period without obtaining shareholder approval unless the issue comes within any of the specified exceptions set out in Listing Rule 7.2. The approval of Shareholders was not required under Listing Rule 7.1 to issue the May Shares or September Shares because those issues of securities, when aggregated with the securities issued in the previous 12 months, did not exceed the 15% threshold.

Listing Rule 7.4 provides that an issue of shares made without shareholder approval is treated as having been made with approval for the purposes of Listing Rule 7.1 if the issue did not breach the 15% limit and shareholders subsequently approve the issue. The approval of Shareholders is now sought for the issue of the May Shares and the September Shares

If Shareholder approval is obtained under Resolution 7, the issue of the May Shares will be exempt from the 15% threshold under Listing Rule 7.1 and not reduce the Company’s capacity to issue up to 15% of its issued capital.

If Shareholder approval is obtained under Resolution 8, the issue of the September Shares will be exempt from the 15% threshold under Listing Rule 7.1 and not reduce the Company’s capacity to issue up to 15% of its issued capital.

This will provide the Company with flexibility during the next 12 month period to consider other funding initiatives and issue further equity securities within the limits imposed by Listing Rule 7.1 and the Corporations Act.

8. RESOLUTIONS 9 AND 10 – APPROVAL OF CANCELLATION OF SHARES ISSUED TO NATALIA ZANG AND APPROVAL OF ISSUE OF SHARES TO NATALIA ZANG

Resolution 9 of the Notice of Meeting relates to Resolution 1 of the Notice of Meeting for the Capital Reduction.

Background

On 10 June 2009, the Company issued 600,000 Shares to Ms Natalia Zang at $0.08 per Share, Non-Executive Director, for nil consideration pursuant to a resolution of the Board dated 1 June 2009 and as part of the Company’s Remuneration Policy ( June Shares ). The June Shares remain subject to an escrow period and as at the date of this General Meeting, cannot yet be freely transferred to another party.

Details of the Company’s Remuneration Policy are set out in paragraph 7 above.

It has subsequently been brought to the Company’s attention that in issuing the June

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Shares to Ms Zang, the Company breached Listing Rule 10.11 ( Breach ). Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained (unless an exception in Listing Rule 10.12 applies). Ms Zang is a Director, and therefore a related party. The Company wishes to advise Shareholders that the Breach was a result of an unintended and inadvertent administrative oversight.

Further to discussions with ASX in relation to the Breach, the Company is seeking Shareholder approval pursuant to:

• (a) Resolution 9 of the Notice of Meeting to cancel the June Shares; and

• (b) Resolution 10 of the Notice of Meeting to re-issue the June Shares for the purposes of Listing Rule 10.11.

Resolution 10 can only be passed if resolution 9 has been approved by the Shareholders as a special resolution.

Further details of the cancellation and re-issue of the June Shares is set out below.

Cancellation of the June Shares

As set out above, on 10 June 2009, the Company issued the June Shares to Ms Natalia Zang, Non-Executive Director for nil consideration. The June Shares were issued in breach of Listing Rule 10.11.

Accordingly, resolution 9 seeks Shareholder approval for the reduction of capital by way of cancellation of the June Shares held by Ms Zang by way of a selective reduction of capital ( Reduction ).

Corporations Act

Pursuant to section 256 of the Corporations Act, a Company may selectively reduce its share capital if it is approved by a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced. If the reduction of capital involves the cancellation of shares, the reduction must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled – this resolution is provided for in resolution 1 of the Notice of Meeting for the Capital Reduction. The phrase “no votes being cast” is intended to operate in a similar way to the way in which voting exclusion statements operate in the context of the Listing Rules.

Section 256B of the Corporations Act requires that a company may only reduce its capital if:

• (a) it is fair and reasonable to the shareholders as a whole;

• (b) it does not materially prejudice the company’s ability to pay its creditors; and

• (c) it is approved by shareholders in accordance with section 256C of the Corporations Act.

The Company, under section 256C(4) of the Corporations Act, must include in the Notice of Meeting a statement setting out all information known to the Company that is material to the decision on how to vote on the resolution. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to its shareholders.

Summary of and effect of proposed selective capital reduction

The June Shares represent approximately 0.35% of the current issued capital of the Company as at the date of this General Meeting.

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The overall effect of the selective capital reduction is as follows:

Current issued capital 169,139,739 Less June Shares (to be cancelled under the Reduction) 600,000 Total issued capital after the Reduction 168,539,739

In accordance with the Corporations Act, Ms Natalia Zang has agreed to the cancellation of the June Shares held in her name.

Directors’ recommendation

The Directors believe that the capital reduction as proposed is fair and reasonable to Shareholders for the reasons set out in this Explanatory Statement and that the capital reduction will not prejudice the Company’s ability to pay its creditors.

Further, the Directors take its compliance with the Listing Rules seriously and therefore as a result of the inadvertent breach of Listing Rule 10.11, the Directors believe it is appropriate that the June Shares be cancelled and seek approval to reissue the June Shares pursuant to resolution 10 of the Notice of General Meeting.

Other material information

There is no information material to the making of a decision by a Shareholder whether or not to approve resolution 9 that is known to any of the Directors, other than as disclosed in this Explanatory Statement.

In accordance with section 256C(3) of the Corporations Act, once resolution 9 has been passed by the Shareholders, the Company will not make the reduction of capital until 14 days after lodgment of the resolution with ASIC.

Listing Rule 10.11

As set out in the background information above, as Ms Zang is a Director of the Company, Shareholder approval under Listing Rule 10.11 is required to issue Shares to Ms Zang.

It is noted that under Chapter 2E of the Corporations Act, for a public company (such as the Company), to give a financial benefit to a related party (such as Ms Zang), the public company must obtain the approval of its shareholders in accordance with section 217 to 227 of the Corporations Act and give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

As a Director, Ms Zang is a related party, however it is the view of the Directors that the exception set out in section 211 applies in the current circumstances. Section 211 provides that member approval is not needed to give a financial benefit if, the benefit is remuneration to a related party as an officer of the public company, and to give the remuneration would be reasonable given the circumstances of the public company giving the remuneration and the related party’s circumstances.

Pursuant to and in accordance with the requirements of Listing Rule 10.13, the following information is provided in relation to the proposed issue of June Shares to Ms Zang:

• (a) the June Shares are to be issued to Ms Zang;

• (b) the maximum number of the June Shares to be issued to Ms Zang is 600,000 Shares;

• (c) the June Shares will be issued within 30 days after the date of the General Meeting and it is anticipated that the Shares will be issued on one date;

• (d) the June Shares will be issued for nil consideration at market value on date of issue (as part of the Company’s Remuneration Policy);

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• (e) the June Shares issued will rank equally with the Company’s current issued Shares; and

• (f) no funds will be raised from the issue of the June Shares.

If approval is received under Listing Rule 1.11, approval will not be required under ASX Listing Rule 7.1 to exempt the June Shares from counting towards the 15% of the issued capital of the Company that can be issued in any 12 month period without shareholder approval.

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GLOSSARY

In this Notice of Meeting and Explanatory Statement:

2009 Annual Report means the annual report of the Company in respect of the financial year ended 30 June 2009;

AGD or Company means Austral Gold Limited ACN 075 860 472;

ASX means ASX Limited or the Australian Securities Exchange, as the context may require;

Board means the board of Directors;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company from time to time;

Explanatory Statement means the explanatory notes which accompany, and are incorporated as part of, this Notice of Meeting;

General Meeting means the Annual General Meeting of the Company to be held at 11.00am (AEST) on 20 November 2009;

June Shares means 600,000 Shares issued to Ms Natalia Zang for nil consideration;

Listing Rules means the listing rules of the ASX;

May Shares means 200,000 Shares issued to Mr Carlos Peralta for nil consideration on 22 May 2009 pursuant to a letter of agreement dated 1 April 2008;

Notice of General Meeting means this notice of general meeting including the Explanatory Statement;

Notice of Meeting means the Notice of General Meeting and/or the Notice of Meeting for the Reduction of Capital as the context permits;

Notice of Meeting for the Capital Reduction means the notice of meeting for the Reduction of Capital forming part of this document including the Explanatory Statement;

Reduction of Capital Meeting means the General Meeting of the Company to be held immediately following the General Meeting.

September Shares means 27,614 Shares issued to Mr Carlos Peralta for nil consideration on 14 September 2009 pursuant to a resolution of the Board dated 20 August 2009;

Shares means fully paid ordinary shares in the capital of the Company; and

Shareholders means the holders of Shares.

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ABN 30 075 860 472

PROXY FORM

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APPOINTMENT OF PROXY AUSTRAL GOLD LIMITED ABN 30 075 860 472

I/We

being a Member of Austral Gold Limited entitled to attend and vote at the Meeting, hereby

Appoint

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at the offices of PKF Chartered Accountants & Business Advisers, Geoff Harris Room Level 10, 1 Margaret Street Sydney, NSW commencing at 11.00 am (AEST) on Friday 20 November 2009 (EST) and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Receive and consider Financial Statements and Directors Report Resolution 2 – Adoption of the Remuneration Report Resolution 3 – Re-election of Mr Eduardo Elsztain Resolution 4 – Re-election of Mr Saul Zang Resolution 5 – Re-election of Dr Robert Trzebski Resolution 6 – Re-election of Mr Stabro Kasaneva Resolution 7 – Approval of Issue of May Shares Resolution 8 – Approval of Issue of September Shares Resolution 9 – Approval of Cancellation of Shares issued to Natalia Zang Resolution 10 – Approval of Issue of Shares to Natalia Zang

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If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolutions and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2009

By:

Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

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ABN 30 075 860 472

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Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of AGD. In the case of joint holders, all must sign.

3. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

two directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

For AGD to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting

2. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

3. To vote by proxy, please complete and sign the proxy form enclosed:

4. (a) send the proxy form by post to Austral Gold Limited, Suite 605, 80 William Street, Sydney, New South Wales 2011; or

5. (b) by facsimile to the Company on facsimile number (02) 9380 7972, so that it is received not later than 11:00am (AEST) on 18 November 2009.

P R O X Y F O R M S R E C E I V E D L A T E R T H A N T H I S T I M E W I L L B E I N V A L I D