AUSTRALIAN AGRICULTURAL PROJECTS LIMITED — Proxy Solicitation & Information Statement 2009

Apr 22, 2009

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ACN 104 555 455

NOTICE OF GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

Date of Meeting Friday, 22 May 2009

Time of Meeting 9:00 a.m. (WST)

Place of Meeting Broadway House 79 Broadway Nedlands WA 6009

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NOTICE OF GENERAL MEETING

A General Meeting of Redisland Australia Limited ( RLA or Company ) is to be held on Friday, 22 May 2009 at Broadway House, 79 Broadway, Nedlands, WA, 6009, commencing at 9:00 a.m. (WST).

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this meeting.

AGENDA

ORDINARY BUSINESS:

Resolution 1 – Approval of Issue of Lender Options – Down in the Park Pty Ltd

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

• “For the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the grant of 5,644,500 Lender Options to Down in the Park Pty Ltd in satisfaction of an establishment fee of $6,350 (5%) payable pursuant to a Loan Agreement between the Company and Down in the Park Pty Ltd, on the terms and conditions set out in Annexure A attached to the Explanatory Statement that forms part of this Notice.”

Short Explanation: Under the Listing Rules, the Company may seek shareholder approval prior to an issue of securities to allow it the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any one 12 month period. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by Down in the Park Pty Ltd and any of its 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 on the proxy form; or

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

Resolution 2 – Approval of Issue of Lender Options - Petto Inc Pty Ltd

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

• “For the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the grant of 5,644,500 Lender Options to Petto Inc Pty Ltd in satisfaction of an establishment fee of $6,350 (5%) payable pursuant to a Loan Agreement between the Company and Petto Inc Pty Ltd, on the terms and conditions set out in Annexure A attached to the Explanatory Statement that forms part of this Notice.”

Short Explanation: Under the Listing Rules, the Company may seek shareholder approval prior to an issue of securities to allow it the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any one 12 month period. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on Resolution 2 by Petto Inc Pty Ltd and any of its 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 on the proxy form; or

• (b) it is cast by a 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 3 – Approval of Issue of Lender Options - Patrac Investments Pty Ltd

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

“For the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the grant of 5,644,500 Lender Options to Patrac Investments Pty Ltd in satisfaction of an establishment fee of $6,350 (5%) payable pursuant to a Loan Agreement between the Company and Patrac Investments Pty Ltd, on the terms and conditions set out in Annexure A attached to the Explanatory Statement that forms part of this Notice.”

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Short Explanation: Patrac Investments Pty Ltd is a related party of the Company for the purposes of the Corporations Act. Shareholder approval is required for the proposed grant of Lender Options. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by Patrac Investments Pty Ltd and any of its 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 on the proxy form; or

• (b) it is cast by a 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 Lender Options - Grimfam Holdings Pty Ltd

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

“For the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the grant of 15,066,500 Lender Options to Grimfam Holdings Pty Ltd in satisfaction of an establishment fee of $16,950 (5%) payable pursuant to a Loan Agreement between the Company and Grimfam Holdings Pty Ltd, on the terms and conditions set out in Annexure A attached to the Explanatory Statement that forms part of this Notice.”

Short Explanation: Grimfam Holdings Pty Ltd is a related party of the Company for the purposes of the Corporations Act. Shareholder approval is required for the proposed grant of Lender Options. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by Grimfam Holdings Pty Ltd and any of its 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 on the proxy form; or

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

BY ORDER OF THE BOARD

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Kim Hogg Company Secretary

23 April 2009

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PROXIES

1. A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on behalf of the member. A proxy need not be a member of the Company, but must be a natural person (not a corporation). A proxy may also be appointed by reference to an office held by the proxy (e.g. the “Company Secretary”).

2. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the member’s voting rights. If no such proportion is specified, each proxy may exercise half of the member’s votes.

3. A proxy form is enclosed. A separate form must be used for each proxy. An additional form can be obtained by writing to the Company at 79 Broadway, Nedlands WA 6009 or by fax to 08 6389 2588. Alternatively, you may photocopy the enclosed form.

4. A duly completed proxy form and (where applicable) any power of attorney or a certified copy of the power of attorney must be received by the Company at its registered office or the address or fax number set out below, not less than 48 hours before the time for commencement of the meeting. Please send by post to PO Box 3438, Nedlands WA 6909 or by fax to 08 6389 2588.

5. The Company will accept proxy appointments by a corporate member executed in accordance with either section 127(1) (not under seal) or section 127(2) (under seal) of the Corporations Act.

6. For the purposes of section 1074E(2) of the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding ordinary shares at the close of business on Wednesday, 20 May 2009 will be entitled to attend and vote at the General Meeting.

7. The Explanatory Statement attached to this Notice forms part of this Notice.

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EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the General Meeting of Redisland Australia Limited.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

1. THE RESOLUTIONS

1.1 Background to Resolutions 1, 2, 3 and 4

As indicated in its market update released on 23 April 2009, the Company intends to borrow a total of $720,000 ( Loan Funds ) pursuant to four separate loans (together, the Loans ) from four of its major Shareholders (or entities associated with those Shareholders) (together, the Lenders ). The Loan Funds will be deployed by the Company to assist with future working capital requirements.

Other than the amount of each of the Loans (and associated repayment amounts) (as detailed in Annexure B attached to the Explanatory Statement that forms part of this Notice) the terms and conditions of the Loans are identical and include establishment fees totalling $36,000 as consideration for the provision of the Loan Funds ( Establishment Fee ). Each of the Lenders has agreed to accept the grant of Lender Options in satisfaction of their entitlement to the Establishment Fee.

Shareholders should refer to Annexure B for a summary of the material terms and conditions of the Loan Agreements between the Company and each of the Lenders.

The Company is seeking Shareholder approval pursuant to Resolutions 1 to 4 for the grant of Lender Options to each of the Lenders:

Resolution	Lender	Loan Amount	Establishment Fee	Lender Options to be granted in satisfaction of payment of Establishment Fee
1	Down in the Park Pty Ltd	$127,000	$6,350	5,644,500
2	Petto Inc Pty Ltd	$127,000	$6,350	5,644,500
3	Patrac Investments Pty Ltd	$127,000	$6,350	5,644,500
4	Grimfam Holdings Pty Ltd	$339,000	$16,950	15,066,500

1.2 Resolutions 1 and 2 – Approval of Issue of Lender Options to Down in the Park Pty Ltd and Petto Inc Pty Ltd

Listing Rule 7.1

The Company seeks that Shareholders approve the issue of Lender Options to Down in the Park Pty Ltd and Petto Inc Pty Ltd pursuant to ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the total shares on issue at the commencement of that period. One circumstance in which an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of the shareholders in general meeting.

ASX Listing Rule 7.3 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:

• (a) the maximum number of securities to be issued under Resolution 1 is 5,644,500 Lender Options;

• (b) the maximum number of securities to be issued under Resolution 2 is 5,644,500 Lender Options;

• (c) the Lender Options will be issued upon execution of the respective Loan Agreements, and in any event no later than 1 month after the date of the Meeting, or such later date as approved by ASX. It is expected that all of the Lender Options will be issued on the same date;

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• (d) the Lender Options will be issued at a deemed issue price of $0.001125 each to satisfy the Establishment Fee of $6,350 payable to each of Down in the Park Pty Ltd and Petto Inc Pty Ltd;

• (e) the Lender Options will be issued to the following parties:

• Down in the Park Pty Ltd;

• Petto Inc Pty Ltd

• (f) the terms and conditions of the Lender Options are set out in Annexure A attached to the Explanatory Statement that forms part of this Notice; and

• (g) no funds will be raised through the issue of the Lender Options. The Lender Options will be issued to satisfy the Establishment Fee for the provision of Loan Funds by Down in the Park Pty Ltd and Petto Inc Pty Ltd.

Directors’ Recommendation

The Board believes that refreshing the Company’s ability to issue Shares within the 15% limit is in the best interests of the Company, thereby maintaining its flexibility to make placements of securities without seeking Shareholder approval if the need or opportunity arises. In addition, the grant of Lender Options in lieu of the Company paying cash for the Establishment Fee helps preserve the Company’s cash resources. Accordingly, the Board recommends Shareholders vote in favour of the Resolutions 1 and 2.

1.3 Resolutions 3 and 4 – Approval of Issue of Lender Options to Patrac Investments Pty Ltd and Grimfam Holdings Pty Ltd

General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 20,711,000 Lender Options to Patrac Investments Pty Ltd and Grimfam Holdings Pty Ltd ( Related Parties ) on the terms and conditions set out below.

Patrac Investments Pty Ltd is a company associated with Mr Paul Challis and Grimfam Holdings Pty Ltd is a company associated with Mr Phillip Grimsey. As Mr Challis and Mr Grimsey are both Directors of the Company, Patrac Investments Pty Ltd and Grimfam Holdings Pty Ltd are considered related parties of the Company.

Listing Rule 10.11

As the Lenders the subject of Resolutions 3 and 4 are considered to be “related parties” of the Company, the Company seeks that Shareholders approve the issue of Lender Options to the Related Parties pursuant to ASX Listing Rule 10.11.

ASX Listing Rule 10.11 provides that a company must not, subject to certain exceptions, issue or agree to issue any equity securities or other securities with rights of conversion to equity (such as an option) to a related party without shareholder approval. Given that approval for the issue of Lender Options is sought under Listing Rule 10.11, approval of the Lender Option issue is not required under Listing Rule 7.1.

ASX Listing Rule 10.13 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 10.11:

• (a) the related parties are:

• Patrac Investments Pty Ltd (a related party because it is a company associated with Paul Challis, a Director of the Company); and

• Grimfam Holdings Pty Ltd (a related party because it is a company associated with Phillip Grimsey, a Director of the Company).

• (b) the maximum number of securities to be issued under Resolution 3 is 5,644,500 Lender Options;

• (c) the maximum number of securities to be issued under Resolution 4 is 15,066,500 Lender Options;

• (d) the Lender Options will be issued upon execution of the respective Loan Agreements, and in any event no later than 1 month after the date of the Meeting, or such later date as approved by ASX. It is expected that all of the Lender Options will be issued on the same date;

• (e) the Lender Options will be issued at a deemed issue price of $0.001125 each to satisfy the Establishment Fee of 5% of the Loan Funds provided by each of the Related Parties;

• (f) the terms and conditions of the Lender Options are set out in Annexure A attached to the Explanatory Statement that forms part of this Notice; and

• (g) no funds will be raised through the issue of the Lender Options. The Lender Options will be issued to satisfy the Establishment Fee for the provision of Loan Funds by each of the Related Parties.

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Directors’ Recommendation

The Directors who do not have a material personal interest in the outcome of Resolutions 3 and 4 consider the provision of Loan Funds by the Related Parties to be in the best interests of the Company, and that the grant of the Lender Options in lieu of the Company paying cash for the Establishment Fees helps preserve the Company’s cash resources. Accordingly, those Directors recommend Shareholders vote in favour of the Resolutions.

Chapter 2E of the Corporations Act

For a public company to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

(b) 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.

It is the view of the non-associated Directors that the exception set out in Section 210 of the Corporations Act (arm’s length transaction) applies in the current circumstances. Accordingly, Shareholder approval is not being sought under section 208 of the Corporations Act for grant of the Lender Options to the Related Parties.

2.

ENQUIRIES

Shareholders are invited to contact the Company Secretary on (08) 6389 2688 if they have any queries in respect of the matters set out in this Notice.

3. GLOSSARY

$ means an Australian dollar.

Annexure means an annexure to this Explanatory Statement.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules and Listing Rules mean the official listing rules of ASX.

Board means the board of directors of the Company.

Company or RLA means Redisland Australia Limited (ACN 104 555 455).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Lender means a party to a Loan Agreement with the Company

Lender Option means an option to acquire one Share in the Company on the terms and conditions set out in Annexure A.

Loan Agreement means an agreement between a Lender and the Company on the terms and conditions outlined in Annexure B pursuant to which the Lender loans the Company money.

Meeting means the general meeting convened by the Notice.

Notice means the notice convening the Meeting.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a member of the Company, as defined in the Constitution of the Company.

WST means Western Standard Time.

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ANNEXURE A

Terms and conditions of Lender Options to be granted pursuant to Resolutions 1 to 4.

a) Exercise Price

The exercise price is $0.0225 per Lender Option.

b) Entitlement

Each Lender Option shall entitle the holder the right to subscribe (in cash) for one Share in the capital of the Company.

c) Lender Option Period

The Lender Options will expire at 5.00pm WST on 31 October 2012 ( Expiry Date ). Lender Options may be exercised at any time prior to the Expiry Date and Lender Options not so exercised shall automatically expire on the Expiry Date.

d) Ranking of Share Allotted on Exercise of Lender Option

Each Share allotted as a result of the exercise of any Lender Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of allotment.

e) Voting

A registered owner of a Lender Option ( Lender Option Holder ) will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being a Lender Option Holder, a member of the Company.

f) Transfer of a Lender Option

Lender Options are not transferable.

g) ASX Quotation

It is not currently intended that the Company will apply for quotation of the Lender Options on ASX. The Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of a Lender Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX

h) Reconstruction

In the event of a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Lender Option Holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

i) Participation in Share Issues

There are no participating rights or entitlements inherent in the Lender Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Lender Options are exercised. The Company will ensure that during the exercise period, the record date for the purposes of determining entitlements to any new such issue, will be at least seven (7) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Lender Option Holder an opportunity to exercise the options held by the Lender Option Holder.

j) No Change of Lender Options' Exercise Price or Number of Underlying Shares

There are no rights to change the exercise price of the options or the number of underlying Shares if there is a bonus issue to holders of ordinary shares. If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of ordinary shares (other than in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Lender Option exercise price shall be reduced according to the formula specified in the Listing Rules.

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ANNEXURE B

Summary of terms and conditions of Loan Agreements

1.	Lender	Down in the Park Pty Ltd Petto Inc Pty Ltd Patrac Investments Pty Ltd Grimfam Holdings Pty Ltd
2.	Amount of Loan Funds	Down in the Park Pty Ltd - $127,000 Petto Inc Pty Ltd- $127,000 Patrac Investments Pty Ltd - $127,000 Grimfam Holdings Pty Ltd - $339,000 TOTAL = $720,000
3.	Term	Thirty (30) months from the date of drawdown (Term).
4.	Interest	The greater of: (a) 8.0% per annum; or (b) 30 day bank bill swap reference rate plus 5%, payable monthly in arrears.
5.	Establishment Fee for Loan Funds	Equal to a total of $36,000 (being 5% of the Loan Funds), payable by the grant of 32 million Lender Options at a deemed issue price of $0.001125 each (Refer to terms and conditions contained in Annexure A).
6.	Provision of Loan Funds	The Loan Funds are to be provided by the Lender no later than 7 days from the date Shareholder approval is obtained in relation to the grant of the Lender Options.
7.	Terms of Lender Options	The Lender Options are not transferable and are exercisable at $0.0225 each on or before 5.00pm WST on 31 October 2012.
8.	Governing Law	The Loan Agreements shall be governed in accordance with the law in the state of Victoria.
9.	Loan Repayment	Each Loan must be repaid at any time during the Term in the event that all of the Lender Options are exercised. Notwithstanding the Term, if the Lender Options are not exercised, the Loan (together with any unpaid interest) is repayable on the occurrence of the following events:  a principal repayment to the Company’s secured lender, being Commonwealth Bank of Australia (Secured Lender), of at least $0.72 million during the Term;  an audited annual EBITDA of at least $2.5 million is reported by the Company; and  a written waiver obtained from the Secured Lender to allow repayment of the Loan. If all of the above events do not occur during the Term, the Loan must be repaid upon expiryof the Term.
10.	Security	The Loan is unsecured.

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P R O X Y F O R M

(Name of member/s)

of

(Address of member/s)

Appointment of Proxy

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

the Chairman of the If you are appointing someone other than the Meeting Chairman of the Meeting, write here the name (mark with an ‘X’) of the company or person you are appointing

or, failing a company or person named, or if no company or person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if not directions have been given, as the proxy sees fit) at the General Meeting of Redisland Australia Limited to be held at Broadway House, 79 Broadway, Nedlands, on Friday 22 May 2009 commencing at 9:00am (WST) and at any adjournment of that meeting.

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Items 1 to 4 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the item and that votes cast by him, other than as proxy holder, would 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 Items 1 to 4 and your votes will not be counted in computing the required majority if a poll is called on this item.

Voting directions to your proxy – please mark to indicate your directions

Voting directions to your proxy – please mark to indicate your	directions
	FOR	AGAINST	ABSTAIN*
1. Approval of Issue of Lender Options to Down in the Park Pty Ltd			
2. Approval of Issue of Lender Options to Petto Inc Pty Ltd			
3. Approval of Issue of Lender Options to Patrac Investments Pty Ltd			
4. Approval of Issue of Lender Options Grimfam Holdings Pty Ltd			

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.

APPOINTING A SECOND PROXY

I/We wish to appoint a second proxy

Mark with an ‘X’ if you State the percentage of your voting wish to appoint a second AND % OR rights or the number of securities proxy for this Proxy Form.

Please sign here

THIS SECTION MUST BE SIGNED IN ACCORDANCE WITH THE INSTRUCTIONS OVERLEAF TO ENABLE YOUR DIRECTIONS TO BE IMPLEMENTED.

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

Contact Name

Contact Daytime Telephone

Date

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H O W T O C O M P L E T E T H E P R O X Y F O R M

1. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the company or person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that company or person. 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 securityholder of the company.

If you have appointed a company as your proxy and a representative of that company wishes to attend the meeting, the representative will be required to provide the Company with the appropriate written documentation evidencing that the person is a representative of the proxy. Should you require it, the Company will provide you with a corporate representative form free of charge. Please contact the Company Secretary if you require a corporate representative form.

2. Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three 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.

3. Appointment of a Second Proxy

You are entitled to appoint up to two persons as 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 share registry or you may copy this form.

To appoint a second proxy you must:

• (a) indicate that you wish to appoint a second proxy by marking the box.

• (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or 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.

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

4. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the securityholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 48 hours before the commencement of the meeting at 9:00a.m. (WST) on Friday 22 May 2009. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by posting, delivery or facsimile to Redisland Australia Limited:-

79 Broadway PO Box 3438 Nedlands WA 6009 Nedlands WA 6909

Fax: (08) 6389 2588