BARYS RESOURCES LIMITED - Proxy Solicitation & Information Statement 2012

MINING GROUP LIMITED ACN 149 230 811

NOTICE OF GENERAL MEETING

TIME : 10.00am DATE : 18 September 2012 PLACE : Ground Floor, 3 Richardson Street WEST PERTH WA 6005

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 do not hesitate to contact the Company Secretary, Ms Shannon Coates, on +61 8 9322 6424.

Business of the Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	8
Glossary	23
Schedule 1 – Terms and Conditions of Class B Options	25
Schedule 2 – Terms and Conditions of Class C Options	27
Schedule 3 – Terms and Conditions of Class D Options	29
Schedule 4 – Terms and Conditions of Listed Options	31
Schedule 5 – Terms and Conditions of Class I Options	33
Schedule 6 – Terms and Conditions of Class J Options	35
Schedule 7 – Valuation of Class I Options	38
Schedule 8 – Valuation of Class J Options	39
Schedule 9 – Valuation of Sub-Underwriter Options	40

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am on Tuesday 18 September 2012 at:

Ground Floor, 3 Richardson Street West Perth, Western Australia

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

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 at 10:00am (WST) (12:00 am Sydney time) on Sunday 16 September 2012.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – CLASS B OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 400,000 Class B Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it 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, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – CLASS C OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 300,000 Class C Options on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – CLASS D OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 50,000 Class D Options on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – ISSUE OF OPTIONS TO WHITE SWAN NOMINEES PTY LTD

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 6,000,000 Listed Options to White Swan Nominees Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue 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 any associates of those persons. However, the Company need not disregard a vote if it 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, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – ISSUE OF OPTIONS TO DIRECTOR – MR COLIN JOHNSTONE

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

“That, for the purposes of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue 500,000 Options to Mr Colin Johnstone (or his nominee), being a non-executive Director, in the manner and on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Colin Johnstone (or his nominee) and any of Mr Colin Johnstone’s associates. However, the Company need not disregard a vote if it 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, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the Chair of the Meeting; and (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 6 – ISSUE OF OPTIONS TO MANAGING DIRECTOR – MR ZEFFRON REEVES

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

“That, for the purposes of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for the Directors to allot

and issue 3,750,000 Options to Mr Zeffron Reeves (or his nominee), being the Managing Director, in the manner and on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Zeffron Reeves (or his nominee) and any of Mr Zeffron Reeves’ associates. However, the Company need not disregard a vote if it 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, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(c) the proxy is the Chair of the Meeting; and (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 7 – ISSUE OF OPTIONS TO UNDERWRITER OR ITS NOMINEES

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 12,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 8 – ISSUE OF SUB UNDERWRITER OPTIONS TO MR COLIN JOHNSTONE

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

“That, for the purposes of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue up to 250,000 Listed Options to Mr Colin Johnstone (or his nominee), being a non-executive Director, in the manner and on the terms and conditions set out in the Explanatory Statement.”

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

9. RESOLUTION 9 – ISSUE OF SUB UNDERWRITER OPTIONS TO PANDION MINERALS PTY LTD

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

“That, for the purposes of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue up to 125,000 Listed Options to Pandion Minerals Pty Ltd, in the manner and on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Pandion Minerals Pty Ltd (or its nominee) and any of Pandion Minerals Pty Ltd’s associates. However, the Company need not disregard a vote if it 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, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

However, the above prohibition does not apply if:

Dated: 8 AUGUST 2012

By order of the Board

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Ms Shannon Coates Company Secretary Mining Group Limited

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – CLASS B OPTIONS

1.1 General

On 18 April 2012, the Company issued 400,000 unlisted Class B Options on the terms and conditions set out in Schedule 1 to nominees of Cygnet Capital Pty Ltd ( Cygnet Capital ) in part consideration for the services provided by Cygnet Capital as lead manager to the Company’s placement ( Capital Raising ), announced on 8 March 2012.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Class B Options.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the Options, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the abovementioned issue:

(a) 400,000 Class B Options were issued;
(b) the Class B Options were issued for nil cash consideration in satisfaction of Cygnet Capital’s services as lead manager to the Capital Raising;
(c) the Class B Options were issued on the terms and conditions set out in Schedule 1;
(d) the Class B Options were allotted and issued to nominees of Cygnet Capital Pty Ltd, none of whom are a related parties of the Company; and
(e) no funds were raised from the issue as the Class B Options were issued in consideration for services provided by Cygnet Capital.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – CLASS C OPTIONS

2.1 General

As announced on 14 May 2012, the Company issued 300,000 unlisted Class C Options on the terms and conditions set out in Schedule 2 to Dragon Compass Limited ( Dragon Compass ). The Class C Options were issued pursuant to a consultancy agreement entered into between the Company and Dragon Compass for the provision of exploration services.

The Class C Options will be voluntarily escrowed until 1 April 2013.

Resolution 2 seeks Shareholder ratification of the abovementioned issue of Class C Options pursuant to ASX Listing Rule 7.4.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1.1 above.

By ratifying the issue of the Class C Options, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the abovementioned issue of Class C Options:

(a) 300,000 Class C Options were issued;
(b) the Class C Options were issued for nil cash consideration in satisfaction of exploration services provided by Dragon Compass;
(c) the Class C Options were issued on the terms and conditions set out in Schedule 2;
(d) the Class C Options were issued to Dragon Compass Limited, who is not a related party of the Company;
(e) no funds were raised from the issue as the Class C Options were issued in consideration for the exploration services provided by Dragon Compass.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – CLASS D OPTIONS

3.1 General

As announced on 14 May 2012, the Company issued 50,000 unlisted Class D Options on the terms and conditions set out in Schedule 3, to Perfecto E. Mirador Jr for the provision of accounting and legal services.

Resolution 3 seeks Shareholder ratification of the abovementioned issue of Class D Options pursuant to ASX Listing Rule 7.4.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1.1 above.

By ratifying the issue of the Class D Options, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity

set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Placement:

(a) 50,000 Class D Options were issued;
(b) the Class D Options were issued for nil cash consideration in satisfaction of accounting and legal services provided by Perfecto E. Mirador Jr;
(c) the Class D Options were issued on the terms and conditions set out in Schedule 3;
(d) the Class D Options were issued to Perfecto E. Mirador Jr, who is not a related party of the Company;
(e) no funds were raised from the issue as the Class D Options were issued in consideration for services provided by Perfecto E. Mirador Jr.

4. RESOLUTION 4 – ISSUE OF OPTIONS TO WHITE SWAN NOMINEES PTY LTD

4.1 General

On 1 August 2012, the Company entered into a loan agreement with White Swan Nominees Pty Ltd ( White Swan ) (a controlled entity of Cygnet Capital) ( Loan Agreement ), pursuant to which White Swan agreed to provide a loan of $500,000 to the Company ( Loan ). Pursuant to the Loan Agreement, the Company will repay the Loan (plus interest at a rate of 6% per annum) upon completion of the renounceable rights issue announced by the Company on 31 July 2012. Additionally, the Company agreed to issue White Swan (or its nominees) with 6,000,000 Listed Options in consideration for the provision of the Loan.

Resolution 4 seeks Shareholder approval for the issue up to 6,000,000 Listed Options to be alloted and issued to White Swan (or its nominees) in accordance with the Loan Agreement.

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 4 will be to allow the Directors to grant the Listed Options pursuant to Resolution 4 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 5:

(a) the maximum number of Listed Options to be issued is 6,000,000;
(b) the Listed Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is proposed that

the Listed Options will be allotted on one date (on or about the date of the Meeting);

(c) the Listed Options will be issued for nil cash consideration as they will be issued in consideration for the provision of the Loan;
(d) the Listed Options will be issued to White Swan or its nominees, none of whom are a related party of the Company;
(e) the Listed Options will be issued on the terms and conditions set out in Schedule 4; and
(f) no funds will be raised from the issue as they are being issued in consideration for the provision of the Loan.

5. RESOLUTIONS 5 AND 6 - ISSUE OF OPTIONS TO MR COLIN JOHNSTONE AND MR ZEFFRON REEVES

5.1 Background

As announced on 25 May 2012 and pursuant to ASX Listing Rule 10.11 and section 208 of the Corporations Act, the Company seeks Shareholder approval to allot and issue 500,000 Class I Options to Mr Colin Johnstone (or his nominee) and 3,750,000 Class J Options to Mr Zeffron Reeves (or his nominee) ( Related Parties ) on the terms and conditions set out in Schedule 5 and 6 Respectively.

The grant of Class I Options and Class J Options ( Related Party Options ) are designed to encourage the Related Parties to have greater involvement in achieving the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through share ownership.

Under the Company’s current circumstances, the Directors consider that the incentives to the Related Parties noted above, represented by the issue of the Related Party Options, are a cost effective and efficient way to incentivise, as opposed to alternative forms of incentives, such as the payment of cash compensation.

Mr Johnstone is a non-executive Director of the Company. The Company acknowledges that the issue of Options to non-executive Directors is contrary to recommendation 8.2 of the ASX’s Corporate Governance Principles and Recommendations (2[nd] Edition). However the Directors are of the view that at this stage of the Company’s development it is far better for non-executive Directors of the Company to be compensated by way of securities in the Company, rather than by way of cash.

The number of Class I Options to be issued to Mr Johnstone has been determined based on a number of factors including:

(a) consistency with options held by the other non-executive Directors of the Company; and
(b) alignment of interests. The Directors consider that it is in the interests of Shareholders to align the interests of Directors and Shareholders by encouraging Directors, subject to appropriate milestones, to have an equity holding in the Company. However, the Directors consider that similarly to other Shareholders, this interest should arise through direct investment by the Directors in the Company. In this regard, if all of the

Options issued under Resolution 5 are exercised, Mr Johnstone will be investing $225,000 into the Company.

The number of Class J Options to be issued to Mr Reeves has been determined based on a number of factors including:

(a) executive remuneration benefits by companies in the Company’s industry; and
(b) alignment of interests. The Directors consider that it is in the interests of Shareholders to align the interests of Directors and Shareholders by encouraging Directors, subject to appropriate milestones, to have an equity holding in the Company. However, the Directors consider that similarly to other Shareholders, this interest should arise through direct investment by the Directors in the Company. In this regard, if all of the Options issued under Resolution 6 are exercised, Mr Reeves will be investing $750,000 into the Company.

5.2 Corporations Act and ASX Listing Rules

(a) Section 208 of the Corporations Act

Under section 208 of the Corporations Act, a public company cannot give a “financial benefit” (including an issue of shares and options) to a “related party” of the Company, unless one of the exceptions set out in section 210 to 216 of the Corporations Act apply, or the Company’s members approve the giving of the financial benefit to the related party in the manner set out in Sections 217 to 227 of the Corporations Act. Section 208 requires that the benefit be given within 15 months of obtaining member approval.

Mr Johnstone and Mr Reeves are related parties of the Company within the meaning specified under section 228 of the Corporations Act by virtue of being Directors. Accordingly, Shareholder approval is sought under section 208 of the Corporations Act to permit the issue of the Related Party Options.

(b) ASX Listing Rule 10.11

Listing Rule 10.11 provides that a company must not issue equity securities to a “related party” without the approval of holders of ordinary securities, unless an exception in ASX Listing Rule 10.12 applies.

As Directors, Mr Johnstone and Mr Reeves are related parties of the Company within the definition in Listing Rule 19.12. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is pursuant to ASX Listing Rule 10.11 for the grant of Related Party Options to the Related Parties.

Listing Rule 7.2 (Exception 14) states that approval pursuant to Listing Rule 7.1 is not required if shareholder approval is obtained under Listing Rule 10.11.

The issue of the Related Party Options under Resolution 5 and 6 will not affect the capacity of the Company to issue securities in the next 12 months under Listing Rule 7.1, as those Related Party Options will be excluded from the calculations under Listing Rule 7.1.

(c) Information Required by the Corporations Act and Listing Rules

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Options:

(d) Related parties to whom the proposed Resolution 5 and 6 would permit financial benefits

(i) Mr Colin Johnstone or his nominee; and
(ii) Mr Zeffron Reeves or his nominee.

(e) Nature of financial benefits

If Resolutions 5 and 6 are passed, Mr Johnstone and Mr Reeves will receive the following Related Party Options:

	Mr Johnstone	Mr Reeves
Options	500,000 Class I Options	3,750,000 Class J Options
Expiry Date	15 July 2014	1 July 2015
Exercise Price	45 cents	20 cents
Vesting Criteria	The Options will vest on the date of issue.	1,000,000 options will vest if and when a 30 million tonne JORC compliant resource at grades determined to be economically viable and to be used as the basis of a scoping study is defined with respect to the Comval Project; 1,250,000 options will vest if and when the trading price of the Company’s shares is 50 cents or greater for more than 30 consecutive trading days on which the shares in the Company trade; 1,500,000 options will vest on completion of a positive scoping study with respect to the Comval Project.

(f) Terms and Conditions

The terms and conditions of the Class I Options are set out in Schedule 5 and the terms and conditions of the Class J Options are set out in Schedule 6.

(g) The date of allotment and issue of the securities

The Class I Options and the Class J Options will be issued as soon as practicable after the Meeting and in any event, no later than 1 month after the Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules).

(h) Directors’ recommendation for Resolution 5

Messrs Willesee, Reeves and Butchart, (who do not have any interest in Resolution 5) recommend that Shareholders approve the grant of Class I Options under Resolution 5 to Mr Johnstone (or his nominee) as they consider the grant of Class I Options:

(i) incentivise Mr Johnstone for the reasons and factors set out above;
(ii) a fair and reasonable alternative to additional cash payment of Directors’ fees;
(iii) are in consideration and recognition of the services provided or to be provided by Mr Johnstone to the Company and the number of Class I Options proposed to be issued is fair and reasonable and reflective of the contribution he has or will make to the Company; and
(iv) necessary to reflect remuneration benefits to non-executive Directors by companies operating in the Company’s industry.

Mr Johnstone declines to make a recommendation to Shareholders in respect of Resolution 5 as he has a material personal interest in the outcome of Resolution 5.

In forming their recommendations, each Director considered the experience of Mr Johnstone, the current market price of Shares, the current market practices when determining the number of Class I Options to be granted as well as the exercise price and expiry date of those Class I Options.

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 5.

(i) Directors’ recommendation for Resolution 6

Messrs Willesee, Johnstone and Butchart, (who do not have any interest in Resolution 6) recommend that Shareholders approve the grant of Class J Options under Resolution 6 to Mr Reeves (or his nominee) as they consider the grant of Class J Options:

(i) incentivise Mr Reeves for the reasons and factors set out above;
(ii) fair and reasonable alternative to additional cash payment of Directors’ fees;
(iii) are in consideration and recognition of the services provided or to be provided by Mr Reeves to the Company and the number of Class J Options proposed to be issued is fair and reasonable

and reflective of the contribution he has or will make to the Company; and

(iv) necessary to reflect remuneration benefits to non-executive Directors by companies operating in the Company’s industry.

Mr Reeves declines to make a recommendation to Shareholders in respect of Resolution 6 as he has a material personal interest in the outcome of Resolution 6.

In forming their recommendations, each Director considered the experience of Mr Reeves, the current market price of Shares, the current market practices when determining the number of Class J Options to be granted as well as the exercise price and expiry date of those Class J Options.

(j) Directors’ interests in outcome of resolution

Other than Mr Johnstone and Mr Reeves, the remaining Directors, Messrs Willesee and Butchart, have no interest in the outcome of Resolution 5 and 6.

(k) Current Capital Structure

The capital structure of the Company (assuming all Options and Shares pursuant to this Notice of Meeting are issued and no Options are exercised between the date of this Notice and the Meeting) is as follows:

Shares	Number
Shares currently on issue1	50,202,344

Options	Number
Options currently on issue: (Quoted exercisable at $0.20 on or before 1 July 2014) (Unquoted exercisable at $0.20 on or before 1 July 2014)2 (Unquoted exercisable at $0.55 on or before 28 February 2014) (Unquoted exercisable at $0.60 on or before 1 April 2015)3 (Unquoted exercisable at $0.60 on or before 14 May 2015)	21,922,230 1,500,000 400,000 300,000 50,000
Options offered pursuant to Resolution 4 (Quoted exercisable at $0.20 on or before 1 July 2014)	6,000,000
Options offered pursuant to Resolution 5 (Unquoted exercisable at $0.45 on or before 15 July 2014)	500,000
Options offered pursuant to Resolution 6	3,750,000

(Unquoted exercisable at $0.20 on or before 1 July 2015)
Options offered pursuant to Resolution 7, 8 and 9 (Quoted exercisable at $0.20 on or before 1 July 2014)4	12,500,000
Total	46,922,230

(1) 10,915,625 Shares are subject to an escrow period ending on 1 July 2013 and 2,600,000 Shares are subject to an escrow period ending on 17 January 2014. Further, under a proposed rights issue, the Company may issue up to an additional 50,202,344 Shares to existing shareholders at an issue price of $0.10 each.
(2) Subject to an escrow period ending on 1 July 2013.
(3) Subject to an escrow period ending on 1 April 2013.
(4) Subject to receipt of Shareholder approval.

(l) Current Remuneration and Relevant Interest

The remuneration and emoluments from the Company to the Related Parties in their capacity as Directors for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

year are set out below:
Related Party	Previous Financial Year	Current Financial Year
Mr Johnstone	N/A1	$40,000
Mr Reeves	N/A2	$300,000

(1) Mr Johnstone was appointed as a Director on 24 May 2012.
(2) Mr Reeves was appointed as a Director on 17 July 2012. Prior to his appointment, Mr Reeves was engaged, via Pandion Minerals Pty Ltd, as a technical consultant to the Company for a monthly retainer of $10,000.

The relevant interests of the Related Parties in securities of the Company are set out below:

are set out below:
Related Party	Shares	Listed Options
Mr Johnstone	Nil	Nil1
Mr Reeves	20,0002	1,502,5003

(1) Resolution 8 seeks Shareholder approval to allot up to 250,000 Options to Mr Johnstone.
(2) Mr Reeves is eligible to subscribe for a further 20,000 Shares in his personal capacity pursuant to the Company’s renounceable entitlement issue as announced on 31 July 2012, on a one for one basis at an issue price of $0.10 per Share. An entity controlled by Mr Reeves has agreed to underwrite up to 250,000 Shares in the entitlement issue and, subject to Shareholder approval sought pursuant to Resolutions 7 and 9 will be entitled to up to 125,000 Listed Options inconsideration.
(3) Exercisable at $0.20 each on or before 1 July 2012.

(m) Dilution

If all the Related Party Options granted to the Related Parties are exercised, a total of 4,250,000 Shares would be allotted and issued. This

will increase the number of Shares on issue from 50,202,344 to 54,452,344 (assuming that no other Options are exercised and no further shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 7.80%, comprising 0.92% by Mr Johnstone and 6.89% by Mr Reeves.

(n)

Exercise

The market price for Shares during the period of the Related Party Options will normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

(o) Trading History

At the date of this Notice, the last price of the Shares on the ASX was 10 cents, on 7 August 2012. Since listing on 1 July 2011, the highest price of the Shares on ASX was 78 cents which occurred on 12 January 2012 and the lowest price of the Shares on the ASX was 9.8 cents which occurred on 1 August 2012.

(p) Opportunity costs to the Company

The Directors do not consider that there are any opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Options.

(q) Accounting

The Company’s adoption of Australian equivalents to International Financial Reporting Standards for reporting periods means that, under AASB2 Share-based Payment, equity-based compensation (such as the Related Party Options under Resolutions 5 and 6) will be recognised as an expense in respect of the services received.

(r) Value of the Options

(i) The value of the Class I Options and the pricing methodology is set out in Schedule 7.
(ii) The Valuation of the Class J Options and the pricing methodology is set out in Schedule 8.

(s)

The intended use of the funds

No funds will be raised from the issue of the Related Party Options. The funds raised on exercise of the Related Party Options, if exercised, will be applied to working capital requirements of the Company at that stage. However there is no guarantee that any of the Related Party Options will be exercised.

(t) Other relevant information

Other than as set out in this Explanatory Statement, there is no further information which the Shareholders would reasonably require in order to decide whether or not it is in the Company’s best interests to pass Resolution 5 and 6.

6. RESOLUTION 7 – ISSUE OF OPTIONS TO SUB-UNDERWRITERS

6.1 General

On 31 July 2012, the Company announced a proposed pro rata renounceable rights issue of up to 50,202,344 Shares on the basis of one Share for every one Share held by eligible Shareholders, underwritten to at least $2.5 million ( Rights Issue ).

Patersons Securities Limited ( Patersons ) has been appointed as Lead Manager and Underwriter to the Rights Issue. As part of the arrangement with Patersons, the Company has agreed to issue up to 12,500,000 Listed Options to Patersons (or its nominees). Patersons intends to pass on these Listed Options to subunderwriters of the Rights Issue.

Resolution 8 seeks Shareholder approval for the grant of up to 12,500,000 Listed Options to Patersons (or its nominees).

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 7 will be to allow the Directors to grant the Listed Options pursuant to Resolution 7 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 7:

(a) the maximum number of Listed Options to be issued is 12,500,000;
(b) the Listed Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is proposed that the Listed Options will be allotted on one date (on or about the date of the Meeting);
(c) the Listed Options will be issued for nil cash consideration;
(d) the Listed Options will be issued to Patersons (or its nominees), none of whom are a related party of the Company;
(e) the Listed Options will be issued on the terms and conditions set out in Schedule 4; and
(f) no funds will be raised from the issue of the Listed Options.

7. RESOLUTION 8 AND 9 – ISSUE OF SUB UNDERWRITER OPTIONS TO RELATED PARTIES

7.1 Background

As mentioned above at 6.1 the Company is undertaking a Rights Issue, which is underwritten to $2,500,000 by Patersons. Resolution 6 seeks approval to grant up to 12,500,000 Listed Options to Patersons, or their nominees, in consideration for Patersons participation as underwriter. Also mentioned above at 6.1 is that Patersons intends to pass on Listed Options to any sub-underwriters that Patersons may engage.

Mr Colin Johnstone and Pandion Minerals Pty Ltd ( Pandion ), a controlled entity of Mr Zeffron Reeves, have both agreed to sub-underwrite the Rights Issue. Pursuant to their sub underwriter agreements, Mr Colin Johnstone has agreed to sub-underwrite up to 500,000 Shares and Pandion has agreed to sub-underwrite up to 250,000 Shares. Of the 12,500,000 Listed Options to be issued pursuant to Resolution 7, Mr Johnstone and Pandion (together, the Related Parties ) will be allocated one Listed Option for every 2 Shares that they sub-underwrite ( Subunderwriter Options ).

7.2 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of up to 375,000 Sub-underwriter Options to Mr Colin Johnstone and Pandion ( Related Parties ) on the terms and conditions set out below.

For a public company, or an entity that the public company controls, 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.

The grant of the Sub-underwriter Options constitutes giving a financial benefit. Furthermore, Mr Colin Johnstone is a related party of the Company by virtue of being a Director. Pandion is a related party of the Company by virtue of being an entity controlled by a Director (Mr Zeffron Reeves).

In addition, ASX Listing Rule 10.11 also 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 ASX Listing Rule 10.12 applies.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Sub-underwriter Options to the Related Parties.

7.3 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

(a) the related parties are Mr Colin Johnstone and Pandion Minerals Pty Ltd and they are related parties by virtue of being a Director, or an entity controlled by a Director;
(b) the maximum number of Sub-underwiter Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(A) 250,000 Sub-underwiter Options to Colin Johnstone; and

(B) 125,000 Sub-underwiter Options to Pandion;
(c) the Sub-underwiter Options will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Sub-underwiter Options will be issued on one date;
(d) the Sub-underwiter Options will be granted for in consideration for the Related Parties commitments to sub underwrite the Rights Issue, accordingly no funds will be raised;
(e) the terms and conditions of the Sub-underwiter Options are set out in Schedule 4;
(f) the value of the Sub-underwiter Options and the pricing methodology is set out in Schedule 9;
(g) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Mr Colin Johnstone	Nil	Nil1
Pandion Minerals Pty Ltd2	20,000	1,502,500

1 Resolution 5 seeks shareholder approval to allot 500,000 Class J Options to Mr Johnstone.

2 20,000 Shares and 1,002,500 Listed Options held directly by Mr Zeffron Reeves.

(h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Previous Financial Year	Current Financial Year
Mr Colin Johnstone	Nil1	$40,000
Pandion Minerals Pty Ltd2	$60,000	$5,000

1 Mr Johnstone was appointed a Director on 24 May 2012.

2 Pandion provided technical consultancy services to the Company from 1 January 2012.

(i) if the Sub-underwiter Options granted to the Related Parties are exercised, a total of 375,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 50,202,344 to 50577344 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.74%, comprising 0.25% by the Options to Pandion and 0.49%% by the Options to Mr Johnstone.

The market price for Shares during the term of the Sub-underwiter Options would normally determine whether or not the Sub-underwiter Options are exercised. If, at any time any of the Sub-underwiter Options

are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Sub-underwiter Options, there may be a perceived cost to the Company;

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.78	12 January 2012
Lowest	$0.098	1 August 2012
Last	$0.10	7 August 2012

(k) the purpose of the grant of the Sub-underwiter Options to the Related Parties is to provide consideration for the sub-underwriters commitment to sub-underwrite the Rights Issue;
(l) Mr Colin Johnstone declines to make a recommendation to Shareholders in relation to Resolution 8 and 9 due to his material personal interest in the outcome of the Resolutions on the basis that he is to be granted Sub-underwiter Options in the Company should Resolution 8 be passed;
(m) Mr Zeffron Reeves declines to make a recommendation to Shareholders in relation to Resolution 8 and 9 due to his material personal interest in the outcome of the Resolution on the basis that Pandion is to be granted Sub-underwiter Options in the Company should Resolution 9 be passed, and he is a controlling entity of Pandion;
(n) with the exception of Mr Colin Johnstone and Mr Zeffron Reeves, no other Director has a personal interest in the outcome of Resolution 8 and 9;
(o) Mr Winton Willesee recommends that Shareholders vote in favour of Resolutions 8 and 9 for the following reasons:
(i) the grant of the Sub-underwiter Options is a reasonable and appropriate method to incentive entities to underwrite the Rights Issue; and
(ii) the issue of the Sub-underwriter Options will align the interests of Mr Colin Johnstone and Mr Zeffron Reeves with those of Shareholders;
(p) Mr Robert Butchart recommends that Shareholders vote in favour of Resolutions 8 and 9 for the same reasons set out in subparagraphs (o)(i)(o)(ii) and (o)(ii);
(q) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 8 to 9.

8. ENQUIRIES

Shareholders are requested to contact the Company Secretary, Ms Shannon Coates, on +61 8 9322 6424 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

Associate has the meaning given to that term in the Income Tax Assessment Act 1936 (Cth).

Associated Body Corporate means:

(a) a related body corporate (as defined in the Corporations Act) of the Company;
(b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and
(c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Class B Options means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Class C Options means an option to acquire a Share with the terms and conditions set out in Schedule 2.

Class D Options means an option to acquire a Share with the terms and conditions set out in Schedule 3.

Class I Options means an option to acquire a Share with the terms and conditions set out in Schedule 5.

Class J Options means an option to acquire a Share with the terms and conditions set out in Schedule 6.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company means Mining Group Limited (ACN 149 230 811).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Listed Options means an option to acquire a Share with the terms and conditions set out in Schedule 4.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1, 2, 3, 4, 5 and 6, as applicable.

Option holder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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 holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – TERMS AND CONDITIONS OF CLASS B OPTIONS

(a) Exercise Price

The exercise price of each Option is 55 cents.

(b) Entitlement

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

(c)

Option Period

The Options will expire at 5.00pm WST on 28 February 2014. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(d)

Ranking of Share Allotted on Exercise of Option

Each Share allotted as a result of the exercise of any 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 an Option ("Option Holder") will not be entitled to attend or vote at any meeting of the members of the Company unless they are.

(f)

Transfer of an Option

Options are transferable at any time prior to the expiry date. This right is subject to any restrictions on the transfer of Options that may be imposed by the ASX in circumstances where the Company is listed on the ASX.

(g)

Method of Exercise of an Option

(i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ("Notice of Exercise of Options"). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.
(ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of 55 cents ($0.55) per Share.
(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.

(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an 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.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h) ASX Listing

The Company will not apply for Quotation of the Options on the ASX.

(i)

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 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.

(j)

Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options and the Option Holder will not be entitled 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 Options are exercised. The Company will ensure that 2during the exercise period, the record date for the purposes of determining entitlements to any new such issue, will be at least six (6) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

(k) No Change of Options' Exercise Price or Number of Underlying Shares

Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

SCHEDULE 2 – TERMS AND CONDITIONS OF CLASS C OPTIONS

(a) Exercise Price

The exercise price of each Option is 60 cents.

(b) Entitlement

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

(c) Option Period

The Options will expire at 5.00pm WST on 1 April 2015. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(d) Ranking of Share Allotted on Exercise of Option

(e) Voting

A registered owner of an Option ("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 an Option Holder, a member of the Company.

(f) Transfer of an Option

(g) Method of Exercise of an Option

(i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ("Notice of Exercise of Options"). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.
(ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of 60 cents ($0.60) per Share.
(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from

exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.

(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an 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.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h)

ASX Listing

The Company will not apply for Quotation of the Options on the ASX.

Reconstruction

(j)

Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options and the Option Holder will not be entitled 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 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 six (6) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

(k) No Change of Options' Exercise Price or Number of Underlying Shares

Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

SCHEDULE 3 – TERMS AND CONDITIONS OF CLASS D OPTIONS

(a) Exercise Price

The exercise price of each Option is 60 cents.

(b)

Entitlement

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

(c)

Option Period

The Options will expire at 5.00pm WST on 14 May 2015. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(d) Ranking of Share Allotted on Exercise of Option

(e)

Voting

(f)

Transfer of an Option

(g)

Method of Exercise of an Option

(i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ("Notice of Exercise of Options"). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.
(ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of 60 cents ($0.60) per Share.
(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from

exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.

(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an 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.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h)

ASX Listing

The Company will not apply for Quotation of the Options on the ASX.

Reconstruction

(j)

Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options and the Option Holder will not be entitled 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 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 six (6) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

(k) No Change of Options' Exercise Price or Number of Underlying Shares

Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

SCHEDULE 4 – TERMS AND CONDITIONS OF LISTED OPTIONS

(a) Exercise Price

The exercise price of each Option is 20 cents.

(b)

Entitlement

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

(c)

Option Period

The Options will expire at 5.00pm WST on 1 July 2014. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(d)

Ranking of Share Allotted on Exercise of Option

(e)

Voting

(f)

Transfer of an Option

(g)

Method of Exercise of an Option

(i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ("Notice of Exercise of Options"). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.
(ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of 20 cents ($0.20) per Share.
(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.

(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an 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.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h) ASX Listing

The Company will apply for Quotation of the Options on the ASX.

(i)

Reconstruction

(j)

Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options and the Option Holder will not be entitled 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 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 six (6) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

(k) No Change of Options' Exercise Price or Number of Underlying Shares

Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

SCHEDULE 5 – TERMS AND CONDITIONS OF CLASS I OPTIONS

(a) Exercise Price

The exercise price of each Option is $0.45.

(b)

Entitlement

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

(c)

Option Period

The Options will expire at 5.00pm WST on 15 July 2014. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(d) Ranking of Share Allotted on Exercise of Option

(e)

Voting

(f)

Transfer of an Option

(g)

Method of Exercise of an Option

(i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ("Notice of Exercise of Options"). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.
(ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of $0.45 per Share.
(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from

exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.

(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an 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.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h)

ASX Listing

The Company will not apply for Quotation of the Options on the ASX.

Reconstruction

(j)

Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options and the Option Holder will not be entitled 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 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 six (6) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

(k) No Change of Options' Exercise Price or Number of Underlying Shares

Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

SCHEDULE 6 – TERMS AND CONDITIONS OF CLASS J OPTIONS

(a) Exercise Price

The exercise price of each Option is $0.20.

(b) Entitlement

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

(c)

Option Period

The Options will expire at 5.00pm WST on 1 July 2015. Subject to this clause and clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

As to the Options:

(i) 1,000,000 will vest if and when a 30 million tonne JORC compliant resource at grades determined to be economically viable and to be used as the basis of a scoping study is defined with respect to the Comval Project;
(ii) 1,250,000 will vest if and when the trading price of the Company’s shares is 50 cents or greater for more than 30 consecutive trading days on which the shares in the Company trade;
(iii) 1,500,000 will vest on completion of a positive scoping study with respect to the Comval Project.

(d) Ranking of Share Allotted on Exercise of Option

(e)

Voting

(f)

Transfer of an Option

(g)

Method of Exercise of an Option

(i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ("Notice of Exercise of Options"). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital

of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.

(ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of $0.20 per Share.
(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.
(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an 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.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h)

ASX Listing

The Company will not apply for Quotation of the Options on the ASX.

Reconstruction

(j)

Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options and the Option Holder will not be entitled 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 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 six (6) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

(k) No Change of Options' Exercise Price or Number of Underlying Shares

Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

SCHEDULE 7 – VALUATION OF CLASS I OPTIONS

The Class I Options to be issued to Mr Johnstone pursuant to Resolutions 6 have been valued by internal management .

Using the Black & Scholes option model and based on the assumptions set out below, the Class I Options were ascribed the following value:

Assumptions:

Valuation date	2 August 2012
Market price of Shares	11 cents
Exercise price	45 cents
Expiry date (length of time from issue)	15 July 2014
Risk free interest rate	2.35%
Volatility (discount)	125%

Indicative value per Related Party Option	3.548 cents

Total Value of Class I Options	$17,740

Note: The valuation noted above is not necessarily the market price that the Class I Options could be traded at and is not automatically the market price for taxation purposes.

SCHEDULE 8 – VALUATION OF CLASS J OPTIONS

The Class J Options to be issued to Mr Reeves pursuant to Resolutions 7 have been valued by internal management .

Using the Black & Scholes option model and based on the assumptions set out below, the Class J Options were ascribed the following value:

Assumptions:

Valuation date	2 August 2012
Market price of Shares	11 cents
Exercise price	20 cents
Expiry date (length of time from issue)	1 July 2015
Risk free interest rate	2.35%
Volatility (discount)	125%

Indicative value per Related Party Option	5.285 cents for Class J Options with no market-based vesting condition and 0.528 for Class J Options with a market-based vesting condition

Total Value of Class J Options	$138,725

Note: The valuation noted above is not necessarily the market price that the Class J Options could be traded at and is not automatically the market price for taxation purposes.

SCHEDULE 9 – VALUATION OF SUB-UNDERWRITER OPTIONS

The Sub-Underwriter Options to be issued to Mr Colin Johnstone and Pandion (pursuant to Resolutions 8 and 9) have been valued by internal management .

Using the Black & Scholes option model and based on the assumptions set out below, the Class Sub-Underwriter Options were ascribed the following value:

Assumptions:

Valuation date	2 August 2012
Market price of Shares	11 cents
Exercise price	20 cents
Expiry date (length of time from issue)	1 July 2014
Risk free interest rate	2.35%
Volatility (discount)	125%

Indicative value per Sub Underwriter Option	5.298 cents

Total Value of Options to Mr Johnstone	$13,245
Total Value of Options to Pandion	$6,622

Note: The valuation noted above is not necessarily the market price that the Subunderwriter Options could be traded at and is not automatically the market price for taxation purposes.

ABN 73 149 230 811

Lodge your vote:

By Mail: Ground Floor 3 Richardson Street West Perth WA 6005

T 000001 000 MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 08 9486 1258 (outside Australia) +61 8 9486 1258

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 10:00am (WST) Sunday 16 September 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

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Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Mining Group Limited hereby appoint

==> picture [21 x 21] intentionally omitted <==

the Chairman OR of the meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 to act generally at the meeting 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) at the General Meeting of Mining Group Limited to be held at Ground Floor, 3 Richardson Street, West Perth, WA 6005 on Tuesday, 18 September 2012 at 10:00am (WST) and at any adjournment of that meeting.

Important Note:

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. If the Chairman of the Meeting is your proxy (or becomes your proxy by default), you expressly authorise the Chairman to exercise your proxy on items 5, 6, 8 & 9 even though the items are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman to vote for or against or abstain from voting on items 5, 6, 8 & 9 by marking the appropriate box in step 2 below.

Items of Business

ORDINARY BUSINESS

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

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Item	1	Ratification of Prior Issue - Class B Options
Item	2	Ratification of Prior Issue - Class C Options
Item	3	Ratification of Prior Issue - Class D Options
Item	4	Issue of Options to White Swan Nominees Pty Ltd
Item	5	Issue of Options to Director - Mr Colin Johnstone
Item	6	Issue of Options to Managing Director - Mr Zeffron Reeves
Item	7	Issue of Options to Underwriter or its Nominees
Item	8	Issue of Sub Underwriter Options to Mr Colin Johnstone
Item	9	Issue of Sub Underwriter Options to Pandion Minerals Pty Ltd

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date

/ /

9 9 9 9 9 9 A

M N E

AI assistant

BARYS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2012

64567_rns_2012-08-19_fa1a933d-ea32-453f-a730-c297a5235c12.pdf

MINING GROUP LIMITED ACN 149 230 811

NOTICE OF GENERAL MEETING

CONTENTS

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Ground Floor, 3 Richardson Street West Perth, Western Australia

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – CLASS B OPTIONS

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – CLASS C OPTIONS

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – CLASS D OPTIONS

4. RESOLUTION 4 – ISSUE OF OPTIONS TO WHITE SWAN NOMINEES PTY LTD

5. RESOLUTION 5 – ISSUE OF OPTIONS TO DIRECTOR – MR COLIN JOHNSTONE

Voting Prohibition Statement:

6. RESOLUTION 6 – ISSUE OF OPTIONS TO MANAGING DIRECTOR – MR ZEFFRON REEVES

Voting Prohibition Statement:

7. RESOLUTION 7 – ISSUE OF OPTIONS TO UNDERWRITER OR ITS NOMINEES

8. RESOLUTION 8 – ISSUE OF SUB UNDERWRITER OPTIONS TO MR COLIN JOHNSTONE

Voting Prohibition Statement:

9. RESOLUTION 9 – ISSUE OF SUB UNDERWRITER OPTIONS TO PANDION MINERALS PTY LTD

Voting Prohibition Statement:

EXPLANATORY STATEMENT

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – CLASS B OPTIONS

1.1 General

1.2 Technical information required by ASX Listing Rule 7.5

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – CLASS C OPTIONS

2.1 General

2.2 Technical information required by ASX Listing Rule 7.5

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – CLASS D OPTIONS

3.1 General

3.2 Technical information required by ASX Listing Rule 7.5

4. RESOLUTION 4 – ISSUE OF OPTIONS TO WHITE SWAN NOMINEES PTY LTD

4.1 General

4.2 Technical information required by ASX Listing Rule 7.3

5. RESOLUTIONS 5 AND 6 - ISSUE OF OPTIONS TO MR COLIN JOHNSTONE AND MR ZEFFRON REEVES

5.1 Background

5.2 Corporations Act and ASX Listing Rules

(c) Information Required by the Corporations Act and Listing Rules

(d) Related parties to whom the proposed Resolution 5 and 6 would permit financial benefits

(e) Nature of financial benefits

(f) Terms and Conditions

(g) The date of allotment and issue of the securities

(h) Directors’ recommendation for Resolution 5

(i) Directors’ recommendation for Resolution 6

(j) Directors’ interests in outcome of resolution

(k) Current Capital Structure

(l) Current Remuneration and Relevant Interest

(m) Dilution

(n)

Exercise

(o) Trading History

(p) Opportunity costs to the Company

(q) Accounting

(r) Value of the Options

(s)

The intended use of the funds

(t) Other relevant information

6. RESOLUTION 7 – ISSUE OF OPTIONS TO SUB-UNDERWRITERS

6.1 General

6.2 Technical information required by ASX Listing Rule 7.3

7. RESOLUTION 8 AND 9 – ISSUE OF SUB UNDERWRITER OPTIONS TO RELATED PARTIES

7.1 Background

7.2 General

7.3 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

8. ENQUIRIES

GLOSSARY

$ means Australian dollars.

Associated Body Corporate means:

SCHEDULE 1 – TERMS AND CONDITIONS OF CLASS B OPTIONS

(a) Exercise Price

(b) Entitlement

BARYS RESOURCES LIMITED Proxy Solicitation & Information Statement 2012