BEACON MINERALS LIMITED — Proxy Solicitation & Information Statement 2008

Jun 17, 2008

BEACON MINERALS LIMITED

A.B.N. 64 119 611 559

NOTICE OF GENERAL MEETING

TO BE HELD AT LEVEL 2, 46 ORD STREET, WEST PERTH WA AT 10:00AM WST ON 24 JULY 2008.

BEACON MINERALS LIMITED

A.B.N. 64 119 611 559

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of shareholders of Beacon Minerals Limited (the Company) will be held at the offices of the Company, Level 2, 46 Ord Street, West Perth on 24 July 2008 at 10.00am.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and accompanying Proxy Form, form part of this Notice.

The Directors have determined that pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered shareholders of the Company as at 10:00am WST on 22 July 2008.

ORDINARY BUSINESS

Resolutions 1 to 7 are interdependent, i.e. none of the Resolutions will be passed unless all of the Resolutions are approved by more than 50% of those shareholders voting on a show of hands or by more than 50% of the votes given on a poll.

RESOLUTION 1: ACQUISITION OF 100% OF SILCOM RESOURCES LIMITED

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

"That, subject to the approval of Resolutions 2 to 7, for the purposes of ASX Listing Rule 11.1.2 and ASX Listing Rule 7.1, for all purposes under the Company’s constitution and for all other purposes, approval is given for the Company:

• (a) to make a significant change to the nature and scale of its activities by entering into and performing its obligations in accordance with the provisions of the Share Purchase Agreement to acquire 100% of Silcom; and

• (b) to issue and allot 43,283,580 ordinary shares and to issue and allot 42,283,580 Options and the issue and allotment of ordinary shares on the exercise of those Options in connection with the Proposed Acquisition,

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on the terms and conditions and as described in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting."

VOTING EXCLUSION STATEMENT: RESOLUTION 1:

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a shareholder if the resolution is passed, and any associates of those persons. However, the Company will not disregard a vote if:

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

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

RESOLUTION 2: APPROVAL OF ISSUE OF OPTIONS TO DARRYL HARRIS

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

“That, subject to the approval of Resolutions 1 and 3 to 7 and for the purposes of ASX Listing Rule 10.14 and s.208(1)(a)(i) of the Corporations Act 2001, for all purposes under the Company’s constitution and for all other purposes, approval is given for the Directors to issue and allot 1,500,000 Options under the Employee Share Option Plan to Darryl Harris and the issue and allotment of ordinary shares to Darryl Harris on the exercise of those Options, on the terms and conditions described in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting.”

VOTING EXCLUSION STATEMENT: RESOLUTION 2:

The Company will disregard any votes cast on this resolution by Darryl Harris, his Associates, or a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company). However, in accordance with section 224(2) of the Corporations Act, the Company will not disregard a vote if:

• (a) it is cast by a person as proxy appointed in writing that specifies how the proxy is to vote on the proposed Resolution; or

• (b) it is not cast on behalf of Darryl Harris or any of his Associates.

RESOLUTION 3: APPROVAL OF ISSUE OF OPTIONS TO JOHN HEBENTON

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

“That, subject to the approval of Resolutions 1 to 2 and 4 to 7 and for the purposes of ASX Listing Rule 10.14 and s.208(1)(a)(i) of the Corporations Act 2001, for all purposes under the Company’s constitution and for all other purposes, approval is given for the

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Directors to issue and allot 500,000 Options under the Employee Share Option Plan to John Hebenton and the issue and allotment of ordinary shares to John Hebenton on the exercise of those Options, on the terms and conditions described in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting.”

VOTING EXCLUSION STATEMENT: RESOLUTION 3:

The Company will disregard any votes cast on this resolution by John Hebenton, his Associates or a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company). However, in accordance with section 224(2) of the Corporations Act, the Company will not disregard a vote if:

• (a) it is cast by a person as proxy appointed in writing that specifies how the proxy is to vote on the proposed Resolution; or

• (b) it is not cast on behalf of John Hebenton or any of his Associates.

RESOLUTION 4: APPROVAL OF ISSUE OF SHARES TO PAUL LLOYD

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

“That, subject to the approval of Resolutions 1 to 3 and 5 to 7 and for the purposes of ASX Listing Rule 10.11 and s.208(1)(a)(i) of the Corporations Act 2001, for all purposes under the Company’s constitution and for all other purposes, approval is given for the Directors to issue and allot 1,000,000 Shares to Paul Lloyd or his nominees on the terms and conditions described in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting.”

VOTING EXCLUSION STATEMENT: RESOLUTION 4:

The Company will disregard any votes cast on this resolution by Paul Lloyd and any of his Associates. However, the Company will not disregard a vote if:

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

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

RESOLUTION 5: APPROVAL OF ISSUE OF OPTIONS TO ROSCIOUS PTY LTD

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

“That, subject to the approval of Resolutions 1 to 4 and 6 to 7 and for the purposes of ASX Listing Rule 7.1, for all purposes under the Company’s constitution and for all other purposes, approval is given for the Directors to issue and allot 500,000 Options in the

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Company, on the terms and conditions described in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting.”

VOTING EXCLUSION STATEMENT: RESOLUTION 5:

The Company will disregard any votes cast on this resolution by Roscious Pty Ltd and any Associates of those persons. However, the Company will not disregard a vote if:

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

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

RESOLUTION 6: APPROVAL OF ISSUE OF OPTIONS TO JUMALIEV IMANBEK ASANKULOVICH

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

“That, subject to the approval of Resolutions 1 to 5 and 7 and for the purposes of ASX Listing Rule 7.1, for all purposes under the Company’s constitution and for all other purposes, approval is given for the Directors to issue and allot 500,000 Options in the Company, on the terms and conditions described in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting.”

VOTING EXCLUSION STATEMENT: RESOLUTION 6:

The Company will disregard any votes cast on this resolution by Jumaliev Imanbek Asankulovich and any Associates of those persons. However, the Company will not disregard a vote if:

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

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

RESOLUTION 7: APPROVAL OF EMPLOYEE SHARE OPTION PLAN

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

" That, subject to the approval of Resolutions 1 to 6 and, for the purpose of ASX Listing Rule 7.2 Exception 9 and for all other purposes, approval is given to the Employee Share Option Plan, including the issue of Options to eligible participants in the Employee Share Option Plan and the issue and allotment of ordinary shares to eligible participants in the Employee Share Option Plan on the exercise of those Options as an

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exception to ASX Listing Rule 7.1 and on the terms and conditions described in the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting."

VOTING EXCLUSION STATEMENT: RESOLUTION 7:

The Company will disregard any votes cast on this resolution by any Director, other than those Directors who are ineligible to participate in the Employee Share Option Plan, and any associates of those Directors. However, the Company will not disregard a vote if:

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

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

RESOLUTION 8: GENERAL PLACEMENT AUTHORITY

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 20,000,000 fully paid ordinary shares in the Company to professional and sophisticated investors and to clients of financial services licensees at an issue price of not less than 80% of the average market price of the Company’s ordinary shares recorded on the ASX over the last 5 days on which sales in those shares were recorded before the day on which the issue was made on the terms and conditions set out in the Explanatory Memorandum accompanying and forming part of this Notice of Meeting”.

VOTING EXCLUSION STATEMENT: RESOLUTION 8:

The Company will disregard any votes cast on this resolution by a 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 shareholder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if 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;

DATED: 18 JUNE 2008

By order of the Board

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Paul Lloyd Managing Director

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NOTES TO THE NOTICE OF GENERAL MEETING

Eligibility to vote

A person’s entitlement to vote at the General Meeting will be determined by reference to the number fully paid ordinary shares registered in the name of that person (reflected in the register of members) as at 10am 22 July 2008.

Proxy votes

A member who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

The proxy need not be a member of the Company. 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 you wish to appoint a proxy and are entitled to do so, then complete and return the proxy form. The fax number for return of Proxy Forms to the Company is (08) 9476 9099 and the postal address is as follows:

Beacon Minerals Limited Level 2, 46 Ord Street West Perth WA 6005

PO Box 140 West Perth WA 6872

A corporation may elect to appoint a representative in accordance with the Corporations Act 2001 in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting no later than 10am on 22 July 2008.

If you have any queries on how to cast your votes then call the Company on (08) 9476 9200 during business hours.

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EXPLANATORY MEMORANDUM

BEACON MINERALS LIMITED

A.B.N. 64 119 611 559

1. INTRODUCTION

This Explanatory Memorandum has been prepared to assist shareholders in considering the Resolutions set out in the Company’s Notice of General Meeting. This Explanatory Memorandum forms part of, and should be read in conjunction with, the Company’s Notice of Meeting for the Company’s General Meeting to be held at the offices of the Company, Level 2, 46 Ord Street WA 6005 on 24 July 2008 at 10.00am.

2. EXECUTIVE SUMMARY

Beacon was established as a mineral exploration Company. The Company’s prime objective is to build a mineral production Company at a time when the global demand for resources is high. As part of its ongoing operations, Beacon has been actively seeking to acquire further mineral projects of interest both in Australia and overseas.

Accordingly, and as announced to the market on 3 June 2008 the Company has signed a Heads of Agreement for the acquisition of 100% of Silcom.

Silcom is an Australian based public unlisted Company with five subsidiaries based in Kyrgyzstan (a former republic of USSR). An outline of the Silcom corporate structure is provided in section 3.2 of this Explanatory Memorandum.

The Company has convened a meeting of shareholders to be held on 24 July 2008 to consider the various Resolutions set out in the Company’s Notice of General Meeting that, if approved, will assist Beacon in the process of moving through to completion of the Transaction.

The Notice of Meeting and Explanatory Memorandum provide the background to the Transaction and the Resolutions to be considered at the Meeting and the Company recommends all shareholders read the documents in their entirety.

3. COMPANY UPDATE AND THE PROPOSED TRANSACTION

3.1 Current Operations

Brief Description of current BCN Projects

The Company is targeting precious and base metal mineralisation in North Queensland as well as gold, nickel and uranium mineralisation in Western Australia.

At the Company’s Barlee Project in Western Australia, Beacon has completed over 15,000 metres of shallow Aircore and 4,982m of RC drilling testing the Company’s

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newly interpreted exploration model. This model assumes that gold mineralisation is hosted with north easterly trending shear zones associated with mafic, ultramafic and porphyritic rocks. The Company believes that the drilling has verified the model, with better RC drilling gold results listed below;

• 19m @ 4.9 g/t ( inc. 2m @ 28.7 g/t )

• 11m @ 24.9 g/t ( inc. 2m @ 32 g/t and 3m @ 64.7 g/t )

• 2m @ 44.5 g/t

• 2m @ 55.1 g/t

• 8m @ 6.6 g/t ( inc. 2m @ 18.5 g/t )

• 5m @ 6.5 g/t ( inc. 1m @ 12.4 g/t )

• 3m @ 7.1 g/t ( inc. 1m @ 19.7 g/t )

• 5m @ 4.9 g/t ( inc. 2m @ 10.3 g/t )

• 14m @ 3.7 g/t

• 9m @ 2.0 g/t

• 2m @ 13.4 g/t

Beacon considers the gold results obtained to date justify continued exploration at Barlee, and further RC drilling with the aim of identifying shallow JORC compliant resources and is planned in July 2008. Regional exploration will also continue as the project contains over 340 km[2] of ground available to explore and is considered by the company to be highly prospective. The Barlee project is also prospective for nickel and uranium.

At the Greenvale Project in Northern Queensland, Beacon has over 400 square kilometres of prospective terrain to explore, either as 100% owned or in Joint Venture with Glengarry Resources Ltd (Lucky Creek Joint Venture, “LCJV” - Beacon earning 80%). The project is located 200 kilometres west of Townsville and close to existing mines, advanced prospects and related infrastructure. The project is considered highly prospective for intrusive-related copper-gold-silver molybdenum mineralisation (Cockie Prospect) , zinc-gold sulphide mineralisation (Galah Dam, One Mile ) and shear hosted gold mineralisation (Steam Engine).

The Company completed drilling at the Steam Engine Prospect in 2007, where several areas that were considered prospective for shear hosted gold mineralisation were tested. Several significant results were returned from three prospect areas, Steam Engine, Paddys and Eastern Ridge. Better gold intercepts included:

• 6m @ 5.5 g/t Au (inc 2m @ 15.6 g/t Au)

• 12m @ 3.5 g/t Au

• 5m @ 4.5 g/t Au (inc. 1m @ 11 g/t Au)

• 5m @ 4.3 g/t Au (inc. 1m @ 14 g/t Au).

Within the project area, a number of mineralised structures occur, evidenced by historical shallow pits and workings. Drilling by previous explorers over 3 kilometres of strike has located several +1.0 g/t intercepts that require further work.

At the Galah Dam Prospect (LCJV) historical drilling returned values including 5m @ 8.5% Zn with elevated copper, gold and sliver. The area is considered prospective for

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zinc-gold sulphide mineralisation. Recent 3D modeling by Beacon of the Galah Dam Prospect has highlighted a vertical dipping system with priority drilling targets identified.

The Cockie Prospect is considered prospective for intrusive related copper(Cu), gold (Au), silver(Ag) and molybdenum(Mo) mineralisation. Drilling returned significant intercepts from over 1 kilometre of strike, open along strike and at depth, including 34m @ 1.0% Cu. Regional exploration comprising soil and rock sampling identified a 5.5 kilometre long area anomalous in Cu, Au and Zn associated with the intrusive. The Company also completed a regional airborne EM (VTEM) and magnetic survey, with a number of EM and magnetic targets identified.

The Company plans to drill test several prospects including Galah Dam and Steam Engine at Greenvale in 2008 with the aim of quickly identifying and delineating areas that have the potential to host shallow resources.

3.2 Silcom Transaction

Transaction Background

On 3 June 2008, the Company announced to ASX it had signed a Heads of Agreement in relation to the acquisition of Silcom, an Australian public unlisted company with various projects in Kyrgyzstan. Outlined below is a summary of the proposed Transaction and the key conditions precedent to the completion of the Transaction.

Transaction Terms

The principal terms of the agreement for the acquisition of Silcom are as follows;

• a) Beacon to issue 43,283,580 shares to Silcom shareholders.

• b) Beacon to issue 42,283,580 options exercisable at 30 cents to Silcom shareholders. The options will have an expiry date of 31 August 2010. The Company does not intend to seek ASX listing of these options.

• c) Two Silcom nominated Directors will join the board of Beacon. The Directors have extensive experience in silicon mineral processing, plant construction and project management.

• d) Beacon to issue 1,500,000 options to the Silcom nominated Managing Director, Mr. Darryl Harris. The options will have an exercise price of 30 cents and an expiry date of 31 August 2010.

• e) Beacon to issue 500,000 options to the Silcom nominated non executive director, Mr. John Hebenton. The options will have an exercise price of 30 cents and an expiry date of 31 August 2010.

• f) Beacon issues 1,000,000 options to the facilitators of the acquisition. The options will have an exercise price of 30 cents and an expiry date of 31 August 2010.

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• g) The completion of the acquisition is subject to satisfactory results from the due diligence investigations by the Company into Silcom and its assets and by the Silcom Shareholders into Beacon and its assets and obtaining the approval of shareholders of Beacon to the Transaction.

• h) Escrow of the shares and options will be subject to final determination by the ASX. The Company will not seek voluntary escrow.

Key Conditions Precedent to the Transaction

The key conditions precedent to the transaction are as follows:

• a) execution of a Share Purchase Agreement by the parties;

• b) the Board of Directors of Beacon approving the Proposed Acquisition;

• c) completion by each party, to their reasonable satisfaction, of all necessary due diligence investigations of the other parties;

• d) Beacon’s shareholder approval of all the required resolutions in relation to the Transaction;

• e) receipt of all necessary ASIC, ASX and other regulatory approvals for the Proposed Acquisition;

Silcom Kyrgyzstan Based Operations

As outlined over the page, Silcom has five wholly owned subsidiaries which are based in Kyrgyzstan. Silcom has a fully operational corporate and exploration office in Bishkek, the capital city of Kyrgyzstan. Silcom currently employs a total of 15 people, including 3 geologists and 2 qualified finance and management professionals.

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Corporate Structure of the Silcom Group

==> picture [472 x 294] intentionally omitted <==

----- Start of picture text -----

Silcom Resources Limited
100%
CJSC Silcom
(Kyrgyzstan Incorporated)
Kirgal Ltd Archa & K Ltd Titan Global Silvertag Ltd
Ltd
Baladjan Silicon Djelidysu Silicon Kumushtak
Project Project Keptash Silver Project
----- End of picture text -----

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Kyrgyzstan Location Map

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----- Start of picture text -----

Baladjan – Djeldisyu (Si)
Kumushtak (Ag-Au-Cu)
Keptash (Au-Mo-Cu)
Greenvale
Au-Cu-Zn
Barlee
Au-Ni-U
`
----- End of picture text -----

3.3 Silcom Tenement Schedule

Company	License/Project Name	Area ha	License Category	Commodity	Expiry Date
Kirgal Ltd	Baladjan Silicon Project	61	Development	Quartzite	28 Feb 2010
Archa & K Ltd	Djelidysu Silicon Project	368	Prospecting	Quartzite	19 Feb 2010
Silvertag Ltd	Kumushtak	8,500	Prospecting	Silver, Gold, Other Metals	31 Dec 2009
Titan Global Ltd	Keptash	8,000	Prospecting	Polymetals	16 Aug2008

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3.4 Silcom Projects

3.4.1 The Baladjan and Djelidysu Silicon Projects

The projects are located approximately 60 kilometres east from the city of Talas. The project sites have excellent access to infrastructure, located adjacent to the main highway and with high voltage power lines running through or adjacent to them. This provides the company with access to reliable transport and low cost electricity.

The quartzite unit is a laterally continuous rock unit that forms part of the Proterozoic Ovvskaya Suite which occurs as a steeply dipping unit throughout the Talas Region.

At Baladjan-Djelidysu, the quartzite unit is particularly silica-rich and is exposed at surface as outcrop in a number of localities within the project area. Detailed mapping and trenching has been completed by Silcom over three areas of outcropping quartzite at Baladjan-Djelidsyu, which has enabled the Exploration Target Ranges to be calculated. Limited drilling completed by Silcom suggests the quartzite unit is continuous to depths of 100m down hole. Regional mapping within the project areas has identified quartzite outcrop over some ~ 3,200m of strike, with widths ranging from 40 to 200m.

Although surface sampling and drilling has been completed at Baladjan, the dataset is incomplete and thus not acceptable under the JORC code.

Therefore, an initial Exploration Target Range of 4 to 20 Million tonnes of quartzite at Baladjan/Djelidysyu has been estimated using measurements of outcropping quartzite obtained from geological mapping and drilling. A specific gravity value of quartzite of 2.65 gm/cm[3] has also been used. This is summarized below in Table 1.

Table 1-	Baladjan/Djelidysu– Exploration Tonnage Ranges	Baladjan/Djelidysu– Exploration Tonnage Ranges	Baladjan/Djelidysu– Exploration Tonnage Ranges
Area	Outcrop (Avg. Length)	Outcrop (Avg. width)	Outcrop (Avg. depth)	SG **(g/cm3) **	Exploration Tonnage
Area 1	300m	35m	70m	2.65	1.9 Mt
Area 2	200m	30m	50m	2.65	0.8 Mt
Area 3	220m	38m	59m	2.65	1.3 Mt
				TOTAL	4.0 Mt
Regional	3,200m	35m	60m	2.65	20.0 Mt
				TOTAL	20.0 Mt

• Area 1 -3 : Based on detailed geological mapping of outcrop, nine trenches/ sampling lines across outcrop width and four diamond core drill holes (Area 1).

• Regional : Based on geological mapping. Values for width and thickness taken from average of Areas 1-3, which is considered conservative.

In accordance with section 18 of the JORC code, Beacon wishes to state that the potential quantity and quality however is conceptual in nature as there has been insufficient verification of previous exploration to define a mineral resource and that it is uncertain if further exploration will result in the determination of an economic mineral resource. The target is based upon the calculations of outcropping quartzite which will require verification to meet with the JORC requirements and to comply fully with ASX listing rule 5.6.

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Beacon intends to undertake further exploration including bulk sampling and shallow drilling at the project in order to bring the exploration targets to a level of confidence that they may be classified under the JORC code. Samples of diamond drill hole core completed by Silcom were utilised for initial metallurgical test work undertaken in Perth and are described below.

Initial Metallurgical Testwork

A total of 21 core samples were collected from four historical diamond drill holes completed at Baladjan and submitted to Dr. RJ. Watling at the University of Western Australia in October 2007. The aim of the work was to provide a representative leachability index and indication of mineralogical composition for Baladjan. Samples were analysed for both major and minor elements. Major elements were analysed using X-ray fluorescence whilst minor elements were analysed using mixed acid digest and ICP-MS. Certified reference materials were used to confirm the accuracy of data.

The analytical data confirmed that the quartzite is generally of high purity with SiO2 concentrations varying between 98.2% and 99.4% . Major element analyses for selected Baladjan samples are presented as Table 2.

Table 2 – Results of Major Element concentrations for selected core and surface samples.

Sample	SiO2	Al2O 3	CaO	Fe2O3	**K2O **	MgO	**Na2O **	P2O5	SO 3	TiO2	MnO	LOI
UNITS	%	%	%	%	%	%	%	%	%	%	%	%
07TSW-011-02	98.9	0.38	0.01	0.08	0.1	0.08	0.03	0.006	0.02	0.03	<0.01	0.2
07TSW-011-03	98.9	0.39	<0.01	0.17	0.1	0.15	0.02	0.009	0.02	0.07	<0.01	0.15
07TSW-011-06	98.4	0.3	0.07	0.04	0.07	0.07	0.02	0.011	0.02	0.05	<0.01	0.24
07TSW-011-07	98.9	0.33	0.03	0.07	0.08	0.1	0.02	0.01	0.02	0.07	<0.01	0.16
07TSW-011-08	99.4	0.09	<0.01	0.07	0.02	0.08	0.02	0.006	0.02	0.01	<0.01	0.17
07TSW-011-09	99.2	0.27	<0.01	0.06	0.07	0.07	0.02	0.007	0.02	0.02	<0.01	0.15
07TSW-011-011	97.7	0.4	<0.01	0.06	0.1	0.11	<0.01	0.009	0.02	0.08	<0.01	0.16
07TSW-011-012	98.9	0.4	<0.01	0.07	0.1	0.06	0.02	0.012	0.02	0.09	<0.01	0.15
07TSW-011-013	97.8	0.64	<0.01	0.48	0.05	0.26	0.02	0.01	0.02	0.01	<0.01	0.36
07TSW-011-014	99.0	0.36	<0.01	0.08	0.05	0.09	0.01	0.005	0.02	0.07	<0.01	0.17
07TSW-011-015	99.0	0.36	<0.01	0.1	0.09	0.18	0.02	0.006	0.02	0.07	<0.01	0.17
07TSW-011-016	99.1	0.51	<0.01	0.07	0.13	0.03	0.02	0.007	0.02	0.08	<0.01	0.18
07TSW-011-017	98.2	0.85	<0.01	0.11	0.24	0.06	0.03	0.02	0.02	0.16	<0.01	0.2
07TSW-011-018	99.0	0.39	<0.01	0.08	0.1	0.02	0.02	0.007	0.02	0.05	<0.01	0.18
07TSW-011-019	99.1	0.25	<0.01	0.07	0.02	0.02	0.004	0.004	0.02	0.03	<0.01	0.15
07TSW-011-020	98.6	0.67	<0.01	0.14	0.18	0.02	0.006	0.006	0.02	0.09	<0.01	0.24
07TSW-011-021	98.5	0.67	<0.01	0.14	0.17	0.03	0.007	0.007	0.02	0.09	<0.01	0.17
07TSW-011-022	98.9	0.43	<0.01	0.12	0.12	0.03	0.02	0.005	0.02	0.05	<0.01	0.23
07TSW-011-023	98.8	0.44	<0.01	0.15	0.12	0.03	0.02	0.006	0.02	0.03	<0.01	0.22
07TSW-011-024	98.9	0.53	<0.01	0.08	0.14	0.03	0.02	0.006	0.02	0.07	<0.01	0.18
07TSW-011-025	98.2	0.79	0.02	0.48	0.22	0.05	0.032	0.012	0.02	0.08	<0.01	0.25

In addition to the assay work undertaken, a leaching program was conducted to determine the potential to upgrade lower grade Silicon material, by removing contaminants such as iron, calcium and magnesium, to form suitable feedstock to the Silicon extraction process. Successful results were achieved with hot leaching using Sulphuric and Hydrochloric acid.

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Testing of a single 15kg sample of quartzite from Baladjan revealed that crushing followed by simple washing/screening followed by electromagnetic separation after washing in hydrochloric and oxalic acid will produce a saleable product. Beacon plans further metallurgical test work to evaluate the potential as part of a Feasibility Study into the economic viability of the project.

Proposed Feasibility Study

Subject to the completion of a JORC compliant resource, the company plans to immediately commence an independent feasibility study at Baladjan/Djelidysu. The study will be based on the production of a nominal 30,000t per annum of Silicon utilising normal, commercial sized Submerged Arc furnace technology. Several silicon plants around the world including Simcoa in Australia operate using similar production parameters.

A conceptual process flowsheet is presented below.

Conceptual Process Flowsheet

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Silicon Market Analysis[#1]

In 2007 the silicon and ferrosilicon markets experienced exceptionally strong growth primarily as a result of the increase in global demand for silicones and solar cells (silicon) and the large increase in world-wide steel production (ferrosilicon).

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Key applications of Silicon (and its main variants) are:

• Ferrosilicon alloys are used as addition in iron and steel products to improve their strength and quality.

• In the chemicals industry, silicon metal is the starting point for the production of silanes, silicones, fumed silica, and semiconductor-grade silicon,

• Semiconductor-grade silicon is used in the manufacture of silicon chips for the computer industry and solar cells (a huge and growing market),

• Silicon is used in ceramics and glass making as well as aluminium alloys.

In percentage terms the main markets for silicon and ferrosilicon are as follows:

Silicon

Aluminium alloys 52% Silicone and Silane chemical 39% Solar cells and electronics 7%

Ferrosilicon Steel production 75% Cast iron production 20%

Ferrosilicon and MG silicon are manufactured in primarily the same way utilising standard commercial pyrometallurgical techniques. The main difference in Ferrosilicon, MG Silicon and further refined silicon products (monocrystalline and polycrystalline) is the silicon content. Table 3 over the page, outlines the typical silicon grades for each main silicon product group.

With expected continued growth in world steel output as well as robust demand for aluminium silicon alloys, overall demand for silicon and ferrosilicon is forecast to expand at approximately 7 – 9% per annum for at least the next 5-10 years.

Although coming from a relatively low base, substantial growth is forecast for the polysilicon market of 35% per annum as the solar cell industry experiences continued strong growth.

Product Summary

The table over provides a summary of the main categories of Silicon product and their respective characteristics, together with details of the silicon market:

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Table 3 – Market Details & the Main Categories of Silicon Product

	Ferrosilicon	Metallurgical Grade	Polysilicon
		Silicon
~ Grades	50 to 75%	98.5 to 99 .9%	99.9 – 99.999999999%
% Si
Main	Steel and Cast Iron alloys	Cast Aluminium	Semiconductors
Applications
		Silicones/Silanes	Solar Cells
Major	China 1,315kt Russia 294 kt Netherlands175kt	China 614kt Brazil 195 kt Norway152 kt	USA 10.5kt Japan 7 kt Germany 3.5kt
Exporters
2006
Major	Japan 524 kt USA 273 kt Netherlands 223 kt	Japan 238 kt Germany 184 kt Netherlands 108 kt	China expanding its production and usage
Importers
2006
Market Size	2.3 Mt	1.2 Mt	22 kt
2006
Price 2008	US$1,500/t	US$3,000/t	Solar US$230/Kg Semiconductor US$300/Kg

Source –MetalPrices.com Roskill 2007

3.4.2 The Kumushtak Silver Project

Summary

The Kumushtak project (85 square kilometres) is located 60 kilometres west of Talas, within the Tien Shan Gold Belt. This belt hosts a number of large gold deposits within Kyrgyzstan including Kumtor (17 Moz) and Makmal (5 Moz). During the period 1982 - 1984 exploration adits were constructed by Russian Government geologists into the projected sub-surface silver mineralisation. Three adits to the North totalling approximately 1,100m were excavated along with another of unknown length to the South. Adit mapping was carried out at 1:200 scale with peak assay results of 1,046g/t Ag and 4.51g/t Au over widths of 0.4 to 3.0m being recorded within a broad mineralised zone of some 30m thickness. Copper, lead and bismuth are also associated with the mineralisation at Kumushtak.

At present, it is unclear as to the relationship of the various elements due to incomplete historical sampling records within the mineralised zone and the company intends to investigate this as a priority.

During 1996 – 1998, Japanese government geological teams mapped and soil sampled the region around Kumushtak searching for new mineralised zones. A total of 564 soil samples were collected and assay results outlined a major 4,000m by 1,600m soil anomaly in excess of 10g/t Ag . This anomaly remains to be drill tested.

Beacon intends to finalise the collation of previous work and verify it. Initial exploration will include infill soil sampling, mapping and diamond core drilling.

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3.4.3 The Keptash Polymetallic Project

Summary

The Keptash project is an early stage grassroots exploration project (85 square kilometres) that is located in the mountainous area approximately 47 kilometres south west of Talas. Within the project, zones of griessen related poly-metallic mineralisation are known. In the northern part of a large geochemical anomaly, mineralisation is characterized by concentrations of gold, copper and molybdenum, which has been identified in an 1,000m X 300m elliptical area. A 12m trench sample (historical result) in the griesen material within the mineralised zone yielded up to 0.13% of molybdenum and surface rock chip samples have returned gold results over 5 g/t. Visible copper minerals are observable in outcrop.

A similar exploration strategy to Kumushtak is to be employed at Keptash.

3.5 Proposed Exploration Budget Outline
Item	Budget Year 1
Geophysics	$0.03 million
Drilling	$0.50 million
Assays	$0.15 million
Fieldwork	$0.15 million
Consulting	$0.40 million
Logistics	$0.20 million
Total	$1.43 million

Shareholders are reminded the proposed exploration program is subject to change depending on the results achieved from the initial exploration activities and the Director’s ongoing obligations in relation to the allocation of the Company’s capital.

3.6 Project Risks

The Directors remind shareholders that the Company’s current and future operations (including the Proposed Acquisition) are subject to a number of risks which may have an impact upon its future performance. The following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware of.

Factors such as inflation, interest rates, levels of tax, taxation law and accounting practices, government legislation or intervention, natural disasters, social upheaval, and war may have an impact on prices, operating costs and market conditions generally. Accordingly Beacon’s future revenue (if any) and operations can be affected by these factors which are beyond the control of the Company.

In addition to the general risks outlined above, there is a range of specific risks associated with the Company’s business operations, its involvement in the exploration and acquisition of mineral and energy related assets both in Australia and particularly overseas.

These risks include but are not limited to exploration and development risks, limited operating history, dependence on key personnel and management, counterparty risk,

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additional financing requirements, new projects and acquisitions, title risks and native title, access to land and unforeseen expenditure.

3.7 New Directors

Under the Proposed Acquisition, the Silcom Shareholders may nominate 2 Directors to be appointed to the Board of Beacon. The parties have agreed these 2 Directors will be Darryl Harris and John Hebenton.

Darryl Harris

Qualifications: B.Sc. MAusIMM

Darryl is currently the Non Executive Chairman of Indo Mines Limited and has been a director of the company since 16 June 1987. The ASX listed Indo Mines Limited are developing the Jogjakarta Ironsands Project in Indonesia.

Darryl Harris is an engineering metallurgist with over 20 years experience in the design and commissioning of mineral processing plants, in particular diamonds. Mr Harris has had a long association with engineering companies including Nedpac and Signet Engineering and was involved in the development of various projects, including project co-ordinator for the An Feng-Kingstream Steel Project and other Australian ferrous projects. Mr Harris is currently Australian Project Development Manager of the large international engineering firm Outokumpu Australasia Pty Ltd.

John Hebenton

Qualifications: Assoc.Mech Eng, FIEAust, CPEng, NPER(Chem), MAusIMM

John is currently the Managing Director of Nimrodel Resources Limited, an ASX listed company which is developing a portfolio of highly prospective uranium and base metals projects in Kyrgyzstan and Australia.

John is a mechanical/chemical engineer with over thirty years international experience in the design, project management, construction and commissioning of a diverse range of large scale process plant technologies. He has established many large multidisciplinary Project task forces incorporating overseas engineering specialists, resulting in successful turn key completion of many significant projects including unique, first of their kind plants such as Hismelt Kwinana, WA. He was Consortium Project Manager for the successful implementation of Turkey's first privately owned resource project- a Copper/Zinc Mine and Concentrate Processing Plant - in partnership with one of Turkey's largest construction companies, heading up an international design team in Ankara.

In addition to managing projects in Western Australia, Victoria and the Northern Territory, John also held responsibility for feasibility studies, development and management of projects on behalf of global German and Finnish Technology suppliers Lurgi and Outokumpu. In this role he was also Acid Plant Study Manager for the current proposed expansion of the Olympic Dam Copper-Uranium Project.

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John has consulted to the WA Government on Swiss waste to energy technologies and has prepared business plans and marketing for integrated waste to energy projects in Australia, China, India, Indonesia, Malaysia and Thailand as well as developing proposals for solar projects in Germany and Australia.

John is a former President of the West Australian-German Business Association and former Vice-President of the International Business Council WA.

4. INDICATIVE TIMETABLE

Important Target Dates are:

Proposed Acquisition announced on ASX	3 June 2008
Share Purchase Agreement to be signed	20 June 2008
Dispatch of Notice of Meeting and Explanatory	23 June 2008
Memorandum
General Meeting of Shareholders	24 July 2008
Completion of Proposed Acquisition	30 July 2008

5. REGULATORY REQUIREMENTS

5.1 Approval of Proposed Acquisition under Resolution 1.

Listing Rule 11.1.2 states that if an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must, if ASX requires, get the approval of holders of its ordinary shares. The ASX has required the Company to obtain Shareholder approval under Listing Rule 11.1.2. One of the principles underlying Listing Rule 11.1.2 is that an investor may decide to subscribe for or buy securities in the belief that there will be some continuity in a listed entity’s operations. Similarly, this may be a factor in an investor’s decision to continue to hold securities in an entity. If a change in the entity’s activities is contemplated that would have the effect of fundamentally changing a security holder’s investment, it is considered reasonable that security holders have an opportunity to have their say regarding the proposed change. Accordingly, Resolution 1 seeks shareholder approval for the Proposed Acquisition.

Resolution 1 also seeks approval for the issue of 43,283,580 Shares and 42,283,580 Options in connection with the Proposed Acquisition.

Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which exceeds 15 per cent of the number of securities of the company on issue at the beginning of the 12 month period, except with the prior approval of shareholders of the company in general meeting unless another exception to Listing Rule 7.1 applies. Accordingly, shareholder approval for the purposes of Listing Rule 7.1 is sought under Resolution 1 for the issue of the 43,283,580 Shares and 42,283,580 Options.

5.2 Issue of Shares and Options to Related Parties under Resolutions 2 to 4

Listing Rule 10.11 provides, in summary, that a listed entity must not issue or agree to issue equity securities to a Related Party with the approval of holders of ordinary securities unless an exception to that requirement applies. However, this does not apply

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to a person that is a Related Party by reason only of the transaction which is the reason for the issue of the securities and the application to it of section 228(6) of the Corporations Act (which states that a person is a Related Party at a particular time if the public company believes or has reasonable grounds to believe that it is likely to become a Related Party of the public company at any time in the future).

Listing Rule 10.14 provides, in summary, that a listed entity must not permit its directors, or associates of its directors, to acquire securities under an employee incentive scheme without the approval of holders of ordinary securities.

Section 208(1)(a)(i) of the Corporations Act is contained in Chapter 2E of the Corporations Act, which provides, in summary, that a public company must not provide a financial benefit to a Related Party of the public company except with the approval of the company’s shareholders unless one of the other exceptions to that requirement applies.

Resolutions 2 and 3 seek approval for the issue of 1,500,000 Options under the Employee Share Option Plan (ESOP) to Darryl Harris and 500,000 Options under the ESOP to John Hebenton. Given that the Company expects Darryl Harris and John Hebenton to become Directors upon Completion of the Proposed Acquisition, the Company considers Darryl Harris and John Hebenton to be Related Parties. Accordingly, shareholder approval for the purposes of ASX Listing Rule 10.14 and section 208(1)(a)(i) of the Corporations Act is being sought.

Resolution 4 seeks approval for this issue of 1,000,000 Shares to Paul Lloyd, a current director and related party of the Company. Accordingly, shareholder approval for the purposes of ASX Listing Rule 10.11 and section 208(1)(a)(i) of the Corporations Act is being sought.

5.3 Resolutions 5 and 6

Resolutions 5 and 6 seek approval for the issue of 500,000 Options each to Roscious Pty Ltd and Jumaliev Imanbek Asankulovich. Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which exceeds 15 per cent of the number of securities of the company on issue at the beginning of the 12 month period, except with the prior approval of shareholders of the company in general meeting unless another exception to Listing Rule 7.1 applies. Accordingly, shareholder approval for the purposes of Listing Rule 7.1 is sought under Resolutions 5 and 6 for the issue of the 1,000,000 Options in total.

Resolution 7 seeks the approval of an Employee Share Option Plan. Listing Rule 7.2 Exception 9 is an exception to Listing Rule 7.1. In summary, Listing Rule 7.2 Exception 9 requires the holders of ordinary securities to have approved the issue of securities under the Employee Share Option Plan as an exception to Listing Rule 7.1. Accordingly, shareholder approval is sought under Resolution 7 for the Employee Share Option Plan.

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6. PRO-FORMA CAPITAL STRUCTURE

Set out below is a schedule of the Pro-forma capital structure of the Company post Completion of the Proposed Acquisition.

Existing capital Structure		Capital Structure post the passing of Resolutions 1 to 7	Capital Structure post the passing of Resolutions 1 to 7
Shares	Options	Shares	Options
34,186,648	22,738,352	78,470,228	68,021,932

The terms of the Options are set out in Annexure A. The details of the Proposed Acquisition Parties are set out in Annexure C.

7. RESOLUTION 1 – Acquisition of Silcom

7.1 Background

The background to the Proposed Acquisition is set out in Sections 3 to 6 of the Explanatory Memorandum above.

7.2 Effect of the Proposed Acquisition

The intentions regarding the future of the Company if shareholders agree to the Proposed Acquisition are as follows:

• (a) no present intention to change the business of the Company other than to continue the business of the development of a mineral exploration business;

• (b) to continue the employment of the present employees of the Company and adding those associated with the ongoing management of the Silcom Projects;

• (c) no present intention to enter into any arrangement whereby any property will be transferred between the Company and any person or related party, other than as disclosed in this Notice;

• (d) no present intention to otherwise redeploy the fixed assets of the Company; and

• (e) no present intention to change the financial or dividend policies of the Company.

7.3 Director Recommendations and Reasons

Your Directors unanimously resolved to put Resolution 1 to the Shareholders.

Your Directors unanimously believe that the approval of Resolution 1 is in the best interests of the existing Shareholders of the Company as it provides a significant opportunity to build shareholder wealth in the medium to long term. In making these recommendations, Directors advise shareholders to read this document thoroughly and to seek their own independent legal and financial advice.

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7.4 Pro-forma Balance Sheet

Set out below is a Pro-forma consolidated balance sheet outlining the position of Beacon as at 31 March 2008 and adjusting for the Pro-forma adjustments associated Transaction.

Transaction.
	Beacon	Silcom	Consolidated
	Management	Management	Proforma
	Accounts	Accounts
	31 March	31 March	31 March
	2008	2008	2008
	$	$	$
ASSETS
Current assets
Cash and cash equivalents	1,819,111	291,207	2,110,318
Trade and other receivables	32,602	-	32,602
Total current assets	1,851,713	291,207	2,142,920
Non-current assets
Plant and equipment	28,414	98,771	127,185
Deferred exploration and evaluation	2,408,803	303,577	2,712,380
expenditure
Total non-current assets	2,437,217	402,348	2,839,565
Total assets	4,288,930	693,555	4,982,485
LIABILITIES
Current liabilities
Trade and other payables	13,264	52,033	65,297
Loans and borrowings	-	266,180	266,180
Total current liabilities	13,264	318,213	331,477
Total liabilities	13,264	318,213	331,477
Net assets	4,275,666	375,342	4,651,008
EQUITY
Issued capital	4,535,574	623,358	4,899,024
Reserves	273,416	(2,301)	(2,301)
Accumulated losses	(533,324)	(245,715)	(245,715)
Total equity	4,275,666	375,342	4,651,008

The transaction involving Beacon Minerals Limited acquiring all the issued shares of Silcom Resources Limited has been accounted for under the principles of Reverse Acquisitions included in Australian Accounting Standard AASB3 Business Combinations.

The legal structure of the Beacon Mineral Limited Group is that Beacon Minerals Limited is the parent entity. However, the principles of reverse acquisition accounting apply where the owners of the acquired entity (in this case, Silcom Resources Limited) obtain control of the acquiring entity (in this case, Beacon Minerals Limited) as a result of the businesses’ combination. Under reverse acquisition accounting, the consolidated financial statements are issued under the name of the legal parent (Beacon Minerals Limited) but are a continuation of the financial statements of the legal subsidiary (Silcom Resources Limited), with assets and liabilities of the subsidiary being recognised and measured at their pre-combination carrying amounts rather than their fair values.

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7.5 Company Share Price History

The table below sets out the Share price trading history of the Company commencing when it listed on ASX and its Shares started trading and ending on 10 June 2008. The highest price in that period was $0.675 on 1 February 2007 and the lowest price was $0.095 on 27 March 2008. The last price traded prior to the lodging of the Notice of Meeting was $0.14.

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7.6 Other disclosure

The following information is provided for the purposes of ASX Listing Rule 7.3:

• (a) the maximum number of Shares to be issued is 43,283,580 fully paid ordinary shares. The maximum number of Options to be issued is 42,283,580 Options;

• (b) the deemed issue price of the Shares will be $0.10 each. The issue price of the Options is nil. There is no cash consideration payable for the issue of either the Shares or the Options. The exercise price of the Options is $0.30 each and the other terms are set out at Annexure A;

• (c) the Shares and Options will be issued no more than one (1) month 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 intended allotment of all Shares and Options the subject of the Resolutions will occur on one date;

• (d) the allottees are the Proposed Acquisition Parties, who will receive the number of Shares and Options specified in Annexure C;

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• (e) Shares issued will rank equally with the Company’s then issued Shares. The Options are issued on the terms set out in Annexure A;

• (f) The Company will not raise any funds by the issue of the Shares or Options. The Company intends to use the funds raised by the exercise of the Options for working capital purposes.

8. Resolution 2 – Issue of Options to Darryl Harris

8.1 General Comments

Resolution 2 seeks shareholder approval for the allotment and issue of 1,500,000 Options to Darryl Harris.

Darryl Harris is to be appointed as Managing Director of the Company going forward.

Resolution 2 is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by shareholders entitled to vote on it.

8.2 Other disclosure

Approval of Shareholders of the issue of 1,500,000 Options (financial benefit) to Darryl Harris (Related Party) is being sought pursuant to ASX Listing Rule 10.14 and section 208(1)(a) of the Corporations Act. In accordance with section 219 and ASX Listing Rule 10.15 the Company discloses the following information:

• (a) The related party to whom the proposed resolution would permit a financial benefit to be given

Darryl Harris. The Company expects Darryl Harris to become a Director on the Completion of the Proposed Acquisition and will be receiving 1,500,000 Options as part of the Transaction. The 1,500,000 Options are to form part of his remuneration package.

• (b) The nature of the financial benefits

1,500,000 Options.

(c) Directors’ recommendations

Each of Paul Lloyd, Matthew Egan and Lyle Thorne recommends that Shareholders vote in favour of Resolution 2.

(d) Director’s interest in resolution

None of Paul Lloyd, Matthew Egan and Lyle Thorne has an interest in Resolution 2.

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(e) Options valuation

The options are valued at $0.027 per option using the Black Scholes Option Pricing Model. This valuation is as at 10 June 2008 and the value may go up or down after that date depending on fluctuations in the share price of the Company’s ordinary shares. The assumptions made in applying the Black Scholes Model are as follows:

• i. Expiry Date of 31 August 2010

• ii. Strike Price of $0.30

• iii. Risk free rate of 9.0%

• iv. Historical Company volatility of 56.5%

• v. Underlying Share Price of $0.155 using a 30 day volume weighted average price

On the basis of that valuation, the total value of the Options proposed to be issued to Darryl Harris is $40,500.

• (f) If all these Options are exercised, this will have a dilution effect on the holding of shareholders of 1.9%, if the shares set out in Resolution 1 have been issued.

• (g) At the date of preparation of this Memorandum, Darryl Harris had a beneficial interest in the following securities of the Company:

• None. 800,000 ordinary Shares and 800,000 Options (30 cent exercise price) if the Shares and Options set out in Resolution 1 have been issued.

• (h) The proposed total remuneration package for Darryl Harris for the year ended 30 June 2009 is as follows:

Base Salary $275,000 Superannuation $24,750

Darryl Harris will also receive a benefit of Directors & Officers insurance cover. The amount of this benefit was valued at $2,400 for the year ended 30 June 2008. The value of this benefit in future years will be dependent on the level of the insurance premium and the number of Directors and Officers that fall under the cover.

• (i) For the purposes of ASX Listing Rule 10.15:

• (i) 10.15.2 – Number of Options to be issued 1,500,000

• (ii) 10.15.3 – Issue Price

  • Nil. The exercise price is $0.30

• (iii) 10.15.4 – Names of all persons referred to in 10.14 who received securities under the ESOP since the last approval

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Nil

• (iv) 10.15.4A – Names of all persons referred to in rule 10.14 entitled to participate

Not applicable

• (v) 10.15.6 – Loan terms for acquisition

  • Not applicable

• (vi) 10.15.7 – Date of Issue

  • The Options will be issued no more than 1 month after the date of the Meeting.

• (j) Other relevant information

There are no adverse tax consequences to the Company arising from the issue and allotment of Options to Darryl Harris. Furthermore, no benefits are foregone by the Company arising from the issue and allotment of Options to Darryl Harris.

The Company will expense the value of the Options to be granted to Darryl Harris in its profit & loss account. The value of Options and methodology of valuation is set out at (e) above.

• (k) Other than the information specified in this Memorandum, the Company believes there is no other information that would be reasonably required by shareholders in order to decide whether it is in the best interests of the Company to pass the resolution.

9. Resolution 3 – Issue of Options to John Hebenton

9.1 General Comments

Resolution 3 seeks shareholder approval for the allotment and issue of 500,000 Options to John Hebenton.

John Hebenton is to be appointed a Non Executive Director of the Company moving forward.

Resolution 3 is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by shareholders entitled to vote on it.

9.2 Other disclosure

Approval of Shareholders of the issue of 500,000 Options (financial benefit) to John Hebenton (Related Party) is being sought pursuant to ASX Listing Rule 10.14 and section 208(1)(a) of the Corporations Act. In accordance with

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section 219 and ASX Listing Rule 10.15, the Company discloses the following information:

• (a) The related party to whom the proposed resolution would permit a financial benefit to be given

John Hebenton. The Company expects John Hebenton to become a Non Executive Director on the Completion of the Proposed Acquisition and will be receiving 500,000 Options as part of the Transaction.

(b) The nature of the financial benefits

500,000 Options as part of the Transaction. The 500,000 Options are to form part of his remuneration package.

(c) Directors’ recommendations

Each of Paul Lloyd, Matthew Egan and Lyle Thorne recommends that Shareholders vote in favour of Resolution 3.

(d) Director’s interest in resolution

None of Paul Lloyd, Matthew Egan and Lyle Thorne has an interest in Resolution 3.

• (e) Options valuation

The options are valued at $0.027 per option using the Black Scholes Option Pricing Model. This valuation is as at 10 June 2008 and the value may go up or down after that date depending on fluctuations in the share price of the Company’s ordinary shares. The assumptions made in applying the Black Scholes Model are as follows:

vi. Expiry Date of 31 August 2010 vii. Strike Price of $0.30 viii. Risk free rate of 9.0% ix. Historical Company volatility of 56.5%

x. Underlying Share Price of $0.155 using a 30 day volume weighted average price

On the basis of that valuation, the total value of the Options proposed to be issued to John Hebenton is $13,500.

• (f) If all these Options are exercised, this will have a dilution effect on the holding of shareholders of 0.65% if the shares set out in Resolution 1 have been issued.

• (g) At the date of preparation of this Memorandum, John Hebenton had a beneficial interest in the following securities of the Company:

None.

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• (h) The proposed total remuneration package for John Hebenton for the year ended 30 June 2009 is as follows:

Base Salary $24,000 Superannuation $2,160

John Hebenton will also receive a benefit of Directors & Officers insurance cover. The amount of this benefit was valued at $2,400 for the year ended 30 June 2008. The value of this benefit in future years will be dependent on the level of the insurance premium and the number of Directors & Officers that fall under the cover.

• (i) For the purposes of ASX Listing Rule 10.15:

• (i) 10.15.2 – Number of Options to be issued

  • 500,000

• (ii) 10.15.3 – Issue Price

  • Nil. The exercise price is $0.30

• (iii) 10.15.4 – Names of all persons referred to in rule 10.14 who received securities under the ESOP since the last approval

Nil

• (iv) 10.15.4A – Names of all persons referred to in 10.14 entitled to participate

Not applicable

• (v) 10.15.6 – Loan terms for acquisition

• Not applicable

• (vi) 10.15.7 – Date of Issue

The Options will be issued no more than 1 month after the date of the Meeting.

(j) Other relevant information

There are no adverse tax consequences to the Company arising from the grant of the Options to John Hebenton. Furthermore, no benefits are foregone by the Company arising from the grant of the Options to John Hebenton.

The Company will expense the value of the Options to be granted to John Hebenton in its profit & loss account. The value of Options and methodology of valuation is set out at (e) above.

• (k) Other than the information specified in this Memorandum, the Company believes there is no other information that would be reasonably required by

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10. Resolution 4 Issue of Shares to Paul Lloyd

10.1 General Comments

Resolution 4 seeks shareholder approval for the allotment and issue of 1,000,000 Shares to Paul Lloyd. These Shares are to be issued in recognition of services rendered by Paul in bringing the proposed Transaction to fruition and his efforts in relation to the Company to date.

By ASX Listing Rule 10.11 the Company must not issue shares to a Director without the approval of shareholders. If shareholder approval is given under Listing Rule 10.11, approval is not required under listing rule 7.1.

Resolution 4 is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by shareholders entitled to vote on it.

In accordance with section 219 of the Corporations Act and ASX Listing Rule 10.13 the Company discloses the following information:

• (a) The related party to whom the proposed resolution would permit a financial benefit to be given

Paul Lloyd

• (b) The nature of the financial benefits

• 1,000,000 Shares.

• (c) Directors’ recommendations

Each of Matthew Egan and Lyle Thorne recommends Shareholders vote in favour of Resolution 4.

Paul Lloyd is a Director of the Company. Paul Lloyd makes no recommendation regarding this Resolution 4 because he has an interest in it.

• (d) Director’s interest in resolution

None of Matthew Egan and Lyle Thorne have an interest in Resolution 4.

If Resolution 4 is passed, Paul Lloyd will receive Shares in the Company.

• (e) For the purposes of ASX Listing Rule 10.13:

• (i) 10.13.1 – Name of Person

Paul Lloyd

• (ii) 10.13.2 – Maximum Number of Shares to be issued

30

1,000,000

• (iii) 10.13.3 – Date of Issue

The Shares will be issued no more than 1 month after the date of the Meeting

• (iv) 10.13.5 – Issue Price and Terms

A deemed issued price of $0.10 per share with the Shares being fully paid ordinary shares ranking equally with all the existing issued shares in the Company.

• (v) 10.13.6A – Intended Use of Funds

No funds will be raised from the issue of these Shares.

• (f) Based on the share price of the Company on the ASX at 10 June 2008, the value of the Shares proposed to be issued is $160,000.

• (g) The Company will experience a dilution of 1.3% of its expanded share capital as a result of the issue of the Shares to Paul Lloyd.

• (h) At the date of preparation of this Memorandum, Paul Lloyd has a beneficial interest in the following securities of the Company:

3,230,000 ordinary fully paid shares

2,015,000 Options exercisable at 20 cents on or before 31 August 2010

2,000,000 Options exercisable at 20 cents on or before 31 May 2011

• (i) The remuneration package for Paul Lloyd for the year ended 30 June 2008 is as follows:

• Base Salary $120,000 Superannuation $4,320

Paul Lloyd also receives a benefit of Directors & Officers insurance cover. The amount of this benefit was valued at $2,400 for the year ended 30 June 2008. The value of this benefit in future years will be dependent on the level of the insurance premium and the number of Directors & Officers that fall under the cover.

• (j) Other relevant information

There are no adverse tax consequences to the Company arising from the issue of the Shares to Paul Lloyd. Furthermore, no benefits are foregone by the Company arising from the issue of the Shares to Paul Lloyd.

• (k) Other than the information specified in this Memorandum, the Company believes there is no other information that would be reasonably required by shareholders in order to decide whether it is in the best interests of the Company to pass the resolution.

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11. Resolutions 5 and 6 – Issue of Options to Roscious Pty Ltd and Jumaliev Imanbek Asankulovich

11.1 General Comments

Resolutions 5 and 6 seek shareholder approval for the allotment and issue of 500,000 Options to Roscious Pty Ltd and 500,000 Options to Jumaliev Imanbek Asankulovich. These Options are to be issued in recognition of services rendered to the Company by these parties in sourcing and negotiating the Transaction on behalf of the Company and Silcom.

Resolutions 5 and 6 are ordinary resolutions requiring it to be passed by a simple majority of the votes cast by shareholders entitled to vote on it.

Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which exceeds 15 per cent of the number of securities of the company on issue at the beginning of the 12 month period, except with the prior approval of shareholders of the company in general meeting unless another exception to Listing Rule 7.1 applies. Accordingly, shareholder approval for the purposes of Listing Rule 7.1 is sought under Resolutions 5 and 6 for the issue of the 1,000,000 Options in total.

11.2 Other disclosure

The following information is provided for the purposes of ASX Listing Rule 7.3:

• (a) the maximum number of Option to be issued is 1,000,000 Options;

• (b) The issue price of the Options is nil. There is no cash consideration payable for the issue of the Options. The exercise price of the Options is $0.30 each and the other terms are set out at Annexure A;

• (c) the Options will be issued no more than one (1) month after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment of all Options the subject of the Resolutions will occur on one date;

• (d) the allottees are Roscious Pty Ltd and Jumaliev Imanbek Asankulovich;

• (e) The Options are issued on the terms set out in Annexure A and will not be issued under the ESOP.

• (f) The Company will not raise any funds by the issue of the Options. The Company intends to use the funds raised by the exercise of the Options for working capital purposes.

Directors’ recommendations

Each of Paul Lloyd, Matthew Egan and Lyle Thorne recommends that Shareholders vote in favour of Resolutions 5 and 6.

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12. Resolution 7 – Approval of Employee Share Option Plan

12.1 General Comments

Resolution 7 seeks shareholder approval for the Employee Share Option Plan. Options to be issued pursuant to this Plan are for services rendered to date and going forward for officers and employees as well as providing an incentive component of remuneration packages for officers and employees.

Resolution 7 is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by shareholders entitled to vote on it.

12.2 Other disclosure

A summary of the terms of the Employee Share Option Plan is set out in Annexure B and a copy of the full terms and conditions of the Plan are set out in Annexure D, all of which form a part of this Memorandum.

12.3 Directors’ Recommendation

The directors unanimously recommend that shareholders vote in favour of the resolution.

13. Resolution 8 - General Placement Authority

13.1 Background

Resolution 8 has been proposed so that Shareholders may approve, for the purposes of Listing Rule 7.1, the issue of up to 20,000,000 ordinary shares in the Company to professional and sophisticated investors and to clients of financial services licensees at a price of not less than 80% of the average market price of the Company’s ordinary shares recorded on the ASX over the last five days on which sales in those shares were recorded before the day on which the issue is made.

13.2 Reason for Shareholder Approval

ASX Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of shares, or securities convertible into shares, representing more than 15% of the issued capital of that company in any 12 month period (subject to the qualifications and adjustments set out in the ASX Listing Rules).

The issue of Shares pursuant to Resolution 8 may exceed the 15% threshold, and accordingly Resolution 8 has been proposed so that Shareholders can approve the proposed issue of Shares.

With the acquisition of Silcom, the Company’s exploration operations will be significantly expanded and require additional expenditure. The ability to issue securities quickly may give the Company the ability to effectively and efficiently follow up on exploration success.

The Company is planning an aggressive exploration program in the next 6 months and will continue to review quality exploration projects that will require further capital, if agreements can be reached. A quick response from the Company may be required to secure these opportunities. If Resolution 8 is not passed, in the next three months the

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Company may be required to incur the cost and delay of holding a further general meeting before proceeding with future capital raising. The time taken to arrange such a meeting may incur a risk that opportunities to follow up on positive exploration results or acquire quality mineral projects may be delayed or lost. Therefore the Company is seeking Shareholder approval in order to be able to respond quickly to any need to issue securities in the future, if the Board believes this to be in the best interests of the Company and Shareholders .

13.3 Listing Rule 7.3

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

• (a) The maximum number of securities to be issued is 20,000,000 fully paid ordinary Shares in the Company at an issue price calculated as set out in paragraph (c) below.

• (b) The Company will issue the securities no later than 24 October 2008 (being three months after the date of this Meeting).

• (c) The issue price of the Shares, will be a minimum price which is equal to at least 80% of the average market price for ordinary shares calculated over the last 5 days on which sales in the Shares were recorded before the day on which the issue was made.

• (d) The allottees of the Shares will be sophisticated and professional investors under sections 708(8) and 708(11) of the Corporations Act and clients of financial services licensees under section 708(10) of the Corporations Act.

• (e) The securities issued will be fully paid ordinary shares.

• (f) The funds raised will be applied to the feasibility study for the Baladjan Silicon Project in Kyrgyzstan, mineral exploration programs in Australia and Kyrgyzstan and working capital.

13.4 Directors’ Recommendation

The Board unanimously recommends Shareholders vote in favour of Resolution 8.

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Definitions

The following definitions are used in the Notice of General Meeting and the Explanatory Memorandum:

ASIC means the Australian Securities and Investments Commission;

Associate has the meaning given to that term in Part 1.2, Division 2 of the Corporations Act;

ASX means ASX Limited ACN 008 624 691;

ASX Listing Rules means the official listing rules issued and enforced by the ASX as amended from time to time;

Beacon or BCN or the Company means Beacon Minerals Limited ABN 64 119 611 559;

Board or Board of Directors means the board of Directors of the Company;

Business Days means a day which is not a Saturday, Sunday or public holiday in Sydney;

Company’s Constitution means the constitution of the Company, as amended from time to time;

Completion means completion of the Share Purchase Agreement;

Completion Date means the date that Completion of the Share Purchase Agreement occurs .

Consideration Shares means 43,283,580 Shares to be issued by the Company to the Silcom Shareholders;

Corporations Act means the Corporations Act , 2001 (Cth);

Directors means the directors of the Company;

Explanatory Memorandum means the explanatory memorandum set out in this document;

General Meeting means the general meeting of the Company to be held on 24 July 2008 pursuant to the Notice of General Meeting;

Notice of General Meeting or Notice means the notice of General Meeting set out in this document;

Officially Quoted and Official Quotation means, in relation to a Share or an Option, officially quoted by the ASX;

Option means an option in the issued capital of the Company which when exercised converts into one Share;

Option Terms means the terms set out in Annexure A;

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Proposed Acquisition or Transaction means the Company’s acquisition of the Sale Shares in accordance with the terms of the Share Purchase Agreement;

Proposed Acquisition Parties means all parties that are to receive Shares or Options in connection with the Proposed Acquisition as specified in Annexure C;

Related Party has the meaning ascribed to that term by section 228 of the Corporations Act and Related Parties is a reference to more than one Related Party;

Resolution means a resolution passed by the requisite majority of members of the Company on a show of hands or by the requisite majority of votes given on a poll;

Sale Shares means 100% of the entire issued capital of Silcom;

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

Share Purchase Agreement means the agreement between the Company and the Silcom Shareholders for the acquisition by the Company of all the Sale Shares, to be completed and executed on or around 30 July 2008; and

Shareholder means a holder of a Share.

Silcom means Silcom Resources Limited (A.C.N 116 248 179) and its wholly owned subsidiaries or the Silcom Group.

Silcom Shareholders means those parties or persons as per Annexure C

Tenements means the following four exploration licences owned by Silcom:

1. Baladjan Silicon Project, License No. 492 TP (held by Kirgal Ltd);

2. Djelidysu Silicon Project, License No. 384 TII (held by Archa & K Ltd);

3. Kumushtak Silver Project, License No.AP 360 (held by Silvertag Ltd); and

4. Keptash Polymetallic Project, License No.675 MP (held by Titan Global Ltd).

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14. Interpretation

For the purposes of interpreting the Explanatory Memorandum and the Notice of General Meeting:

• (a) the singular includes the plural and vice versa;

• (b) words importing any gender include the other genders;

• (c) reference to any statute, ordinance, regulation, rule or other law includes all regulations and other instruments and all consolidations, amendments, reenactments or replacements for the time being in force;

• (d) all headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define limit or affect the meaning or interpretation of the Explanatory Memorandum and the Notice of General Meeting;

• (e) reference to persons includes bodies corporate and government authorities and in each and every case, includes a reference to the person’s executors, administrators, successors, substitutes (including without limitation persons taking by novation and assignment); and

• (f) reference to $ , A$ , Australian Dollars or dollars is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia.

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Annexure A - Option Terms

Each Beacon Option entitles the holder to subscribe for and be allotted a Beacon Share in accordance with these Option Terms.

1. The Beacon Options expire at 5.00 pm Eastern Standard Time on 31 August 2010 and may be exercised at any time prior to 31 August 2010.

2. The Beacon Options have a $nil issue price and an exercise price of $0.30 per Beacon Option payable in cash.

3. The Beacon Options will only be exercisable by executing and forwarding to Beacon an exercise form given to the holder of the Beacon Options on issue.

4. There are no participating rights or entitlements inherent in the Beacon Options to participate in any new issue or bonus issue of securities which may be offered to members of Beacon from time to time prior to or on 31 August 2010.

5. Holders of Beacon Options cannot participate in new issues of securities without first exercising their Beacon Options. Beacon Options do not confer the right to a change in exercise price, or a change to the number of Beacon Shares over which they can be exercised.

6. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of Beacon, the Beacon Options will be re-organised in accordance with the ASX Listing Rules applicable at the time of the re-organisation.

7. Application for Official Quotation of the Beacon Options will not be made by Beacon. However, application for Official Quotation of the Beacon Shares allotted and issued pursuant to the exercise of the Beacon Options will be made in accordance with the ASX Listing Rules.

8. Beacon Shares to be allotted and issued pursuant to the exercise of the Beacon Options will be allotted and issued no more than 15 Business Days after the receipt of a properly executed notice and receipt of the application moneys.

9. The Beacon Options are transferable;

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3352-002

Annexure B – Summary of Employee Share Option Plan

A summary of the terms and conditions of the Plan is set out below and a copy of the full terms and conditions of the Plan is included at Annexure D.

Introduction

The Plan is designed to provide eligible participants with an ownership interest in the Company and to provide additional incentives for eligible participants to increase profitability and returns to Shareholders.

The summary of the Plan is set out below for the information of potential investors in the Company.

General

The Board may from time to time, in its absolute discretion, offer to grant options to eligible participants under the Plan.

Each option will be issued for no consideration and will carry the right in favour of the option holder to subscribe for one (1) Share in the capital of the Company.

The Board may determine the exercise price of the options in its absolute discretion. Subject to the ASX Listing Rules, the exercise price may be nil but to the extent the Listing Rules specify or require a minimum price, the exercise price for an offer made following the day on which Shares are first quoted on the Official List must not be less than any minimum price specified in the ASX Listing Rules.

Eligible Participants

Full time employees, part time employees, Directors and consultants of the Company or an associated body corporate (the Group ) are eligible to participate in the Plan.

Lapse of Options

Unless the Board in its absolute discretion determines otherwise, options shall lapse immediately if:

• (a) the eligible participant ceases to be an employee or director of, or to render services to, a member of the Group for any reason whatsoever and the conditions of exercise of the options ( Exercise Conditions ) have not been met;

• (b) the Exercise Conditions of the options are unable to be met;

• (c) the lapsing date which the Board determines in its discretion at the time of grant of the option ( Lapsing Date ) has passed; or

• (d) the expiry of 90 days after the eligible participant ceases to be an employee or director of, or to render services to, a member of the Group for any reason whatsoever prior to the Lapsing Date where the Exercise Conditions have been met,

whichever is earlier.

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3352-002

Participation in Future Issues

There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the exercise price of the options shall be reduced in accordance with the formula in the ASX Listing Rules.

In the event of a bonus issue of Shares being made pro-rata to Shareholders (other than an issue in lieu of dividends), the number of Shares issued on exercise of each option will include the number of bonus Shares that would have been issued if the option had been exercised prior to the record date for the bonus issue. No adjustment will be made to the exercise price per Share of the option.

Reorganisation

The terms upon which options will be granted will not prevent them being reorganised as required by the ASX Listing Rules on the reorganisation of the capital of the Company.

Trigger Events

Upon the occurrence of certain trigger events (for example the receipt by the Company of a bidder’s statement for the Company), the Directors may determine:

• (a) the options may be exercised at any time from the date of such determination, and in any number until the date determined by the Directors acting bona fide so as to permit the holder to participate in any change of control arising from a trigger event, provided that the Directors will forthwith advise in writing each holder of such determination. Thereafter, the options shall lapse to the extent they have not been exercised; or

• (b) to use their reasonable endeavours to procure that an offer is made to holders of options on like terms (having regard to the nature and value of the options) to the terms proposed under the trigger event in which case the Directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the options shall immediately become exercisable and if not exercised within 10 days, shall lapse.

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3352-002

Annexure C – Proposed Acquisition Parties

Set out below is a schedule of the Shares and Options to be issued in connection with the Proposed Acquisition.

	Relationship to Transaction	No of Shares	No of Options
Nikolajs Zuks	Vendor	15,683,570	15,683,570
Jumaliev Imanbek Asankulovich	Vendor	9,000,000	9,000,000
Abdykaparov Chynbek	Vendor	6,000,000	6,000,000
Ajamilia Tumalieva	Vendor	1,000,000	1,000,000
Kyla Pty Ltd	Vendor	1,450,000	1,450,000
Bremworth Superannuation Fund	Vendor	300,000	300,000
Bremworth and Associates Pty Ltd	Vendor	500,000	500,000
Cadogan Grove Pty Ltd	Vendor	641,670	641,670
Champion Financial Services PtyLtd	Vendor	550,000	550,000
Nomial Pty Ltd	Vendor	516,660	516,660
Michael Lewin Pty Ltd	Vendor	200,000	200,000
Doig2000PtyLtd	Vendor	200,000	200,000
Pit n Portal Equipment Hire Pty Ltd	Vendor	1,000,000	1,000,000
Dasmac (WA) Pty Ltd	Vendor	941,680	941,680
EmmanuelCorreia	Vendor	575,000	575,000
Shane Hartwig	Vendor	575,000	575,000
Mark Andrew Didco	Vendor	100,000	100,000
Timothy Phillip Edwards	Vendor	100,000	100,000
Equipment Finance Pty Ltd KylaPtyLtd	Vendor	2,000,000	2,000,000
Stuart Andrew Tucker, Lisa Karen Tucker atf Tucker Superannuation Fund	Vendor	50,000	50,000
Stuart Andrew Tucker, Lisa Karen Tucker	Vendor	500,000	500,000
Gary Wayne Watkins and Debra Watkins atf The WatkinsInvestmentTrust	Vendor	400,000	400,000
Manas Pte Ltd	Vendor	1,000,000	-
TOTAL		43,283,580	42,283,580

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3352-002

Annexure D – Proposed Employee Share Option Plan

BEACON MINERALS LIMITED ABN (64 119 611 559)

EMPLOYEE SHARE OPTION PLAN

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The Directors are empowered to operate the Beacon Minerals Limited Employee Share Option Plan ( Scheme ) on the following terms and in accordance with the Listing Rules of ASX:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of the Scheme, the following words have the following meanings:

Associate has the meaning given to that term in Section 12(2) of the Corporations Act.

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 Australian Securities Exchange Ltd.

Board means the board of directors of the Company.

Business Day means those days other than a Saturday, Sunday, New Year’s Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day and any other day which the ASX shall declare and publish is not a business day.

Ceasing Date has the meaning given in Rule 7.5.

Ceasing Event has the meaning given in Rule 7.6.

Class Order means ASIC Class Order 03/184 (or any amendment to or replacement of that Class Order).

Company means Beacon Minerals Limited (ABN 64 119 611 559).

Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time.

Directors means the directors of the Company.

Eligible Participant means full or part time employees, directors and consultants of the Company or an Associated Body Corporate.

Exercise Condition means in respect of an Option, any condition set out in the Offer which must be satisfied before that Option can be exercised or any other restriction on exercise of that Option specified in the Offer or in these Rules.

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First Quotation means the day on which Shares are first quoted on the official list of ASX.

Group means the Company or an Associated Body Corporate.

Income Tax Assessment Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) as appropriate.

Lapsing Date means, in respect of an Option, the date which is two (2) years after the date of the grant of that Option, or such other date as the Board determines in its discretion with respect to that Option at the time of the grant of that Option.

Listing Rules means the official listing rules of ASX as amended from time to time.

Offer means an offer made to an Eligible Participant to subscribe for one or more Options under the Scheme.

Offer Document means an offer document in substantially the same form as set out in Schedule 2, or such other form as prescribed by the Corporations Act or the Class Order.

Option means an option granted pursuant to these Rules to subscribe for one Share upon and subject to the terms of these Rules and the terms of the Offer.

Option Exercise Price means the exercise price of an Option, as determined in accordance with clause 6.1.

Marketable Parcel has the meaning given to that term in the Listing Rules.

Participant means an Eligible Participant to whom Options have been granted under the Scheme, or if Rule 5.4 applies, an Associate of the Eligible Participant to whom Options have been granted under the Scheme.

Permanently Disabled means, in relation to a Participant, a Participant who is deemed, at the discretion of the Board, to be totally and permanently disabled.

Relevant Person means:

• (a) in respect of an Eligible Participant, that person; and

• (b) in respect of a Nominee of an Eligible Participant being a permitted Nominee under Rule 5.4, that Eligible Participant.

Rules means the rules of the Scheme set out in this document.

Scheme means the scheme established in accordance with these Rules.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Shares.

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Trigger Event means:

• (a) the despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act;

• (b) the announcement of a takeover bid or receipt by the Company of a bidder’s statement in respect of the Company; or

• (c) the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Option, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

1.2 Interpretation

In this Scheme unless the context otherwise requires:

• (a) headings are for convenience only and do not affect its interpretation;

• (b) an obligation or liability assumed by, or a right conferred on, 2 or more Parties binds or benefits all of them jointly and each of them severally;

• (c) the expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint venture (whether incorporated or unincorporated), a partnership and a trust;

• (d) a reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person taking by way of novation;

• (e) a reference to any document (including this Scheme) is to that document as varied, novated, ratified or replaced from time to time;

• (f) a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;

• (g) words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender;

• (h) reference to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or of this Scheme and a reference to this Scheme includes any schedule, exhibit or annexure to this Scheme;

• (i) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and

• (j) a reference to $ or dollar is to Australian currency.

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2. PURPOSE

The purpose of the Scheme is to:

• (a) encourage participation by Eligible Participants in the Company through Share ownership; and

• (b) attract, motivate and retain Eligible Participants.

3. COMMENCEMENT

This Scheme will commence on the date determined by the Board.

4. OPTION GRANTS

4.1 Entitlements

The formula by which the entitlements of Eligible Participants shall be determined shall be at the absolute discretion of the Directors and shall take into account skills, experience, length of service with the Company, remuneration level and such other criteria as the Directors consider appropriate in the circumstances.

4.2 Number of Options

Subject to Rule 4.4, the number of Options (if any) to be offered to an Eligible Participant from time to time will be determined by the Board in its discretion and in accordance with the Rules and applicable law.

4.3 No Consideration

Options issued under the Scheme will be issued for no consideration.

4.4 Limitation of Offers

If the Company makes an Offer where:

• (a) the total number of Shares to be received on exercise of Options the subject of that Offer, exceeds the limit set out in the Class Order; or

• (b) the Offer does not otherwise comply with the terms and conditions set out in the Class Order,

the Company must comply with Chapter 6D of the Corporations Act at the time of that Offer.

5. OFFERS OF OPTIONS

5.1

Determination by the Board

The Board, acting in its absolute discretion, may:

• (a) offer Options to any Eligible Participant from time to time as determined by the Board and in exercising that discretion, may have regard to some or all of the following:

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• (i) the Eligible Participant's length of service with the Group;

• (ii) the contribution made by the Eligible Participant to the Group;

• (iii) the potential contribution of the Eligible Participant to the Group; or

• (iv) any other matter the Board considers relevant; and

• (b) impose conditions, including performance-related conditions, on the right of a Participant to exercise any Option granted.

5.2 Offer Document

An Offer must be made using an Offer Document.

5.3

Personal Offer

Subject to Rule 5.4, an Offer is personal and is not assignable.

5.4

Renunciation

Upon receipt of an Offer, an Eligible Participant may, by notice in writing to the Board, nominate an Associate of that Eligible Participant ( Nominee ) in whose favour the Eligible Participant wishes to renounce the Offer. The Board may, in its discretion, resolve not to allow a renunciation of an Offer in favour of a Nominee without giving any reason for that decision. If the Board resolves to allow a renunciation of an Offer in favour of a Nominee, the Eligible Participant will procure that the permitted Nominee accepts the Offer made to that Eligible Participant and that both the Eligible Participant and the Nominee agree to be bound by the Rules.

5.5 Time Period

An Eligible Participant (or permitted Nominee) may only accept an Offer within the time period specified in the Offer Document.

6. EXERCISE PRICE

6.1 Option exercise price

In respect of any proposed Offer, the Board may determine the Option Exercise Price for that Offer in its absolute discretion.

6.2 Minimum Exercise Price

Subject to the Listing Rules, the Option Exercise Price may be nil but to the extent the Listing Rules specify or require a minimum price, the Option Exercise Price in respect of an Offer made following First Quotation must not be less than any minimum price specified in the Listing Rules.

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7. WHEN OPTIONS MAY BE EXERCISED

7.1 Exercise

• (a) Subject to Rules 7.1(b), 7.4 and 7.5, a Participant will be entitled to exercise Options granted as a result of an Offer in respect of which all Exercise Conditions have been satisfied and which are otherwise capable of exercise in accordance with the terms of the relevant Offer and the Rules.

• (b) An Option may not be exercised if it was issued in accordance with the Class Order and the Class Order prohibits the exercise of the Option.

• (c) Once an Option is capable of exercise in accordance with this Rule 7.1, it may be exercised at any time up until 5.00pm in Perth on the Lapsing Date.

7.2 One or Several Parcels

Subject to Rule 7.1, Options may be exercised in one or more parcels of any size, provided that the number of Shares issued upon exercise of the number of Options in any parcel is not less than a Marketable Parcel.

7.3

Adjustment to Terms of Exercise

• (a) The Board will have the power to make adjustments to or vary the terms of exercise of an Option. Following First Quotation, any proposed variation or adjustment will be subject to any requirements of the Listing Rules.

• (b) No adjustment or variation of the terms of exercise of an Option will be made without the consent of the Participant who holds the relevant Option if such adjustment or variation would have a materially prejudicial effect upon the Participant (in respect of his or her outstanding Options), other than an adjustment or variation introduced primarily:

• (i) for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Scheme or like Schemes;

• (ii) to correct any manifest error or mistake; or

• (iii) to enable a member of the Group to comply with the Corporations Act, the Listing Rules, applicable foreign law, or a requirement, policy or practice of the ASIC or other foreign or Australian regulatory body.

7.4 Lapsing of Options

• Subject to the terms of the Offer made to a Participant and unless Rule 7.6 or 7.7 applies, a Participant’s Options will lapse immediately and all rights in

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respect of those Options will thereupon be lost if, in respect of a Participant or an Offer:

• (a) the Relevant Person ceases to be an employee or director of, or to render services to, a member of the Group for any reason whatsoever (including without limitation resignation or termination for cause) and the Exercise Conditions have not been met;

• (b) the Exercise Conditions are unable to be met;

• (c) the Lapsing Date has passed; or

• (d) the deadline provided for in Rule 7.5 has passed,

whichever is earlier.

7.5 Cessation of Employment where Exercise Conditions met

Where a Relevant Person ceases to be an employee or director of, or to render services to, a member of the Group for any reason whatsoever (including without limitation resignation or termination for cause) prior to the Lapsing Date in relation to the Options granted under an Offer ( Ceasing Date ) and the Exercise Conditions have been met, the Participant will be entitled to exercise Options granted as a result of an Offer in accordance with the terms of the Offer and the Rules, for a period of up to 60 days after the Ceasing Date, after which the Participant's Options will lapse immediately and all rights in respect of those Options will thereupon be lost.

7.6 Death, Permanent Disability, Retirement or Redundancy

If in respect of a Participant, the Relevant Person dies, becomes Permanently Disabled, resigns employment on the basis of retirement from the workforce or is made redundant by the relevant member of the Group, prior to the Lapsing Date of any Options granted to that Participant ( Ceasing Event ):

• (a) the Participant or the Participant’s legal personal representative, where relevant, may exercise those Options which at that date:

• (i) have become exercisable;

• (ii) have not already been exercised; and

• (iii) have not lapsed,

in accordance with Rule 7.6(c);

• (b) at the absolute discretion of the Board, the Board may resolve that the Participant, or the Participant's legal personal representative, where relevant, may exercise those Options which at that date:

• (i) have not become exercisable; and

• (ii) have not lapsed,

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in accordance with Rule 7.6(c) and, if the Board exercises that discretion, those unexercisable Options will not lapse other than as provided in Rule 7.6(c);

• (c) (i) The Participant or the Participant’s legal personal representative (as the case may be) must exercise the Options referred to in Rule 7.6(a) and, where permitted, Rule 7.6(b), no earlier than First Quotation and not later than the first to occur of: (A) the Lapsing Date of the Options in question; and (B) the date which is 6 months after the Ceasing Event or 6 months after First Quotation (whichever occurs first) provided that in the case of Options referred to in Rule 7.6(b), all Exercise Conditions have been met at that time (unless the Board decides to waive any relevant Exercise Conditions, in its absolute discretion).

• (ii) Options which have not been exercised by the end of the period specified in Rule 7.6(c)(i) lapse immediately at the end of that period and all rights in respect of those Options will thereupon be lost.

• (iii) Where the Lapsing Date for an Option the subject of this Rule 7.6 occurs before First Quotation, that Option lapses at the end of its Lapsing Date and all rights in respect of that Option will thereupon be lost notwithstanding the terms of this Rule 7.6.

7.7 Discretionary Exercise of Options

Where, in respect of a Participant, the Relevant Person ceases to be an employee or director of, or to render services to, a member of the Group, for any reason, prior to the date on which Options become exercisable, the Board may, in its absolute discretion, determine that some or all of the Options held by that Participant do not lapse and may be exercised by the Participant, if otherwise permitted under the Rules, within such additional time as is determined by the Board following the Ceasing Date. Options which have not been exercised by the end of that period lapse immediately and all rights in respect of these Options will thereupon be lost.

7.8 Entitlement

• (a) Each Option entitles the holder to subscribe for and be allotted one Share.

• (b) Shares issued pursuant to the exercise of Options will in all respects, including bonus issues and new issues, rank equally and carry the same rights and entitlements as other Shares on issue.

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8. MANNER OF EXERCISE OF OPTIONS

8.1 Delivery to Company Secretary

Options granted to a Participant may only be exercised by delivery to the Company's secretary (at a time when the Options may be exercised) of:

• (a) the certificate for the Options or, if the certificate for the Options has been lost, mutilated or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of its relying on the declaration that the certificate has been lost, mutilated or destroyed;

• (b) a notice in the form of Schedule 1 addressed to the Company and signed by the Participant:

• (i) stating that the Participant exercises the Options and specifying the number of Options which are exercised; and

• (ii) specifying the subregister of the Company in which the Shares referred to in Rule 8.2(a) are to be recorded; and

• (c) payment to the Company of an amount equal to the Option Exercise Price multiplied by the number of Options which are being exercised unless there is no exercise price payable in respect of the Options to be exercised.

8.2 Issue of Shares

If the items specified in Rule 8.1 are delivered in accordance with that Rule, the Company will, subject to the Listing Rules (if relevant):

• (a) within 10 Business Days of delivery of the documents referred to in Rule 8.1 issue to the Participant the Shares credited as being fully paid in respect of which the Options are exercised together with any additional Shares an entitlement to which has arisen under Rules 9 and 10 in consequence of the exercise of the Options; and

• (b) cancel the certificate delivered pursuant to Rule 8.1(a) and, if any Options which have not lapsed remain unexercised, deliver to the Participant a replacement certificate reflecting the number of those Options which remain unexercised.

8.3

Death of Participant

If a Participant has died, the Participant's legal personal representative will stand in the place of the Participant for the purposes of Rules 8.1 and 8.2 subject only to prior production to the Company of such evidence as would be required to permit the legal personal representative to become registered as a shareholder in respect of the Shares held by the Participant.

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8.4 Beneficial Owner of Shares

From and including the date of issue to a Participant of any Shares in accordance with these Rules, the Participant will:

• (a) be the beneficial owner of those Shares; and

• (b) subject to Rule 8.6, the Corporations Act, the Constitution and, after First Quotation, the Listing Rules, be entitled to deal with those Shares as beneficial owner.

8.5 Equal Rank

A Share issued on exercise of an Option will rank equally in all respects with Shares already on issue on the date of exercise of the Option, except for entitlements which had a record date before the date of issue of that Share.

8.6 Official Quotation

After First Quotation, the Company will make application for Shares which are issued after that time pursuant to Rule 8.2 to be quoted in accordance with the Listing Rules.

9. NOTICE OF ADJUSTMENTS AND CUMULATION OF ADJUSTMENTS

9.1 Cumulation of Adjustments

Effect will be given to Rule 10 in such manner that the effect of the successive applications of them is cumulative, with the intention being that the adjustments they progressively effect will reflect previous adjustments.

9.2 Notice of Adjustments

Whenever the number of Shares comprised in an Option or the Option Exercise Price is adjusted pursuant to these Rules, the Company will give notice of the adjustment to the Participant and ASX together with calculations on which the adjustment is based.

10. NEW ISSUES AND ADJUSTMENTS FOR RIGHTS ISSUES

10.1 Participation generally

There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

10.2 Rights Issues

If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of

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dividends or by way of dividend reinvestment) the Option Exercise Price shall be reduced according to the formula specified in the Listing Rules.

10.3 Bonus issues

In the event of a bonus issue of Shares being made pro-rata to Shareholders, (other than an issue in lieu of dividends), the number of Shares issued on exercise of each Option will include the number of bonus Shares that would have been issued if the Option had been exercised prior to the record date for the bonus issue. No adjustment will be made to the exercise price per Share of the Option.

10.4 Quotation

Options will not be quoted on ASX. However, application will be made to ASX for official quotation of the Shares allotted pursuant to the exercise of Options if the Company’s Shares are listed on ASX at that time.

10.5 Applications

An application to be issued Options may be made by persons invited to participate in the Scheme in such form and upon such terms and conditions concerning the closing date for applications as are approved by the Directors from time to time.

10.6 Reorganisation

The terms upon which Options will be granted will not prevent the Options being reorganised as required by the Listing Rules on the reorganisation of the capital of the Company.

11. OVERRIDING RESTRICTIONS ON ISSUE AND EXERCISE

Notwithstanding the Rules or the terms of any Option, no Option may be offered, granted or exercised and no Share may be issued under the Scheme if to do so:

• (a) would contravene the Corporations Act, the Listing Rules or any other applicable law; or

• (b) would contravene the local laws or customs of an Eligible Participant’s country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are impractical.

12. AMENDMENT OF RULES

Subject to and in accordance with the Listing Rules (including any waiver granted under such Listing Rules), the Directors (without the necessity of obtaining the prior or subsequent consent of Shareholders of the Company in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the Rules in any respect whatsoever, by an instrument in writing, provided that rights or entitlements in respect of any Option granted before the date of amendment shall not be

53

reduced or adversely affected unless prior written approval from the affected holder(s) is obtained.

13. TRIGGER EVENT

Notwithstanding the Rules of the Scheme, upon the occurrence of a Trigger Event, the Directors may determine:

• (a) that the Options may be exercised at any time from the date of such determination, and in any number until the date determined by the Directors acting bona fide so as to permit the holder to participate in any change of control arising from a Trigger Event, provided that the Directors will forthwith advise in writing each holder of such determination. Thereafter, the Options shall lapse to the extent they have not been exercised; or

• (b) to use their reasonable endeavours to procure that an offer is made to holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Trigger Event in which case the Directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Options shall immediately become exercisable and if not exercised within 10 days, shall lapse.

14. ADMINISTRATION OF SCHEME

• (a) The Directors may appoint for the proper administration and management of the Scheme, such persons as it considers desirable and may delegate thereto such authorities as may be necessary or desirable for the administration and management of the Scheme.

• (b) Subject to the provisions of the Rules, the Directors may make such regulations and establish such procedures for the administration and management of the Scheme as they consider appropriate.

• (c) The decision of the Directors as to the interpretation, effect or application of the Rules will be final.

15. RIGHTS OF ELIGIBLE PARTICIPANTS

Neither participation in the Scheme by the Company or an Associated Body Corporate or any Eligible Participants or Option holders or anything contained in these Rules shall in any way prejudice or affect the right of the Company or an Associated Body Corporate to dismiss any Eligible Participant or Option holder or to vary the terms of employment of any Eligible Participant or Option holder. Nor shall participation or the rights or benefits of an Eligible Participant or Option holder under the Rules be relevant to or used as grounds for granting or increasing damages in any action brought by an Eligible Participant or Option holder against the Company or an Associated Body Corporate whether in respect of any alleged wrongful dismissal or otherwise.

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16. ATTORNEY

Each Participant, in consideration of an Offer:

• (a) irrevocably appoints the Company and any person nominated from time to time by the Company (each an "attorney"), severally, as the Participant's attorney to complete and execute any documents including applications for Shares and Share transfers and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of giving effect to the provisions of these Rules;

• (b) covenants that the Participant will ratify and confirm any act or thing done pursuant to this power;

• (c) releases each member of the Group and the attorney from any liability whatsoever arising from the exercise of the powers conferred by this Rule; and

• (d) indemnifies and holds harmless each member of the Group and the attorney in respect thereof.

17. ASIC RELIEF

Notwithstanding any other provisions of the Scheme, every covenant or other provision set out in an exemption or modification granted from time to time by the ASIC in respect of the Scheme pursuant to its power to exempt and modify the Corporations Act and required to be included in the Scheme in order for that exemption or modification to have full effect, is deemed to be contained in the Scheme. To the extent that any covenant or other provision deemed by this Rule to be contained in the Scheme is inconsistent with any other provision in the Scheme, the deemed covenant or other provision shall prevail.

18. NOTICES

Any notice to Participants may be given in such manner as the Board determines.

19. GOVERNING LAW

This Scheme is governed by and shall be construed and take effect in accordance with the laws of Western Australia.

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SCHEDULE 1 – NOTICE OF EXERCISE OF OPTIONS

To: The Directors Beacon Minerals Limited

I/ We _______ of

---

_____ being registered holder(s) of the options to subscribe for fully paid ordinary shares in the Company set out on the certificate annexed to this notice, hereby exercise ___ of the abovementioned options. I/We enclose my/our cheque for $ ____ in payment of the application monies due in respect of those shares calculated on the basis of $ __ per share.

I/ We authorise and direct the Company to register me/us as the holder(s) of the shares to be allotted to me/us and I/we agree to accept such shares subject to the provisions of the Constitution of the Company.

Dated the day of 2008.

---

Signature of Holder(s)

Note:

1. Each holder must sign.

2. An application by a company must be executed in accordance with section 127 of the Corporations Act 2001 (Cth) and if signing for a company as a sole director/secretary – ensure “sole director” and “sole secretary” is written beside the signature.

3. Cheques should be made payable to Beacon Minerals Limited.

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SCHEDULE 2 – OFFER DOCUMENT

[Name and address of employee]

Dear [*]

INCENTIVE OPTION SCHEME

The board of directors of Beacon Minerals Limited ( Company ) is pleased to make an offer to you of Beacon Minerals Limited options pursuant to its incentive option scheme ( Scheme ).

In accordance with ASIC Class Order 03/184, the Company informs you of the following:

• (a) accompanying this letter is a full copy of the terms of the Scheme;

• (b) this offer remains open for acceptance by you for 14 days from the date of this letter ( Offer Period );

• (c) the options under the Scheme will be granted to you for nil consideration;

• (d) the exercise price of each of the options is $[] and the expiry date is [];

• (e) the Company undertakes that during the period commencing on the date of this letter and expiring at the end of the Offer Period, it will within a reasonable period of you so requesting, make available to you the current market price of the underlying shares to which the options relate;

• (f) that, unless at the time of the exercise of the options the shares the subject of those options will be in the same class as securities which have been quoted on the financial market operated by Australian Securities Exchange Limited or an approved foreign market throughout the 12 month period immediately preceding the exercise date of the options without suspension for more than a total of 2 trading days during that period, the Company will have a prospectus available in relation to the shares the subject of the options which complies with the requirements of the Corporations Act; and

• (g) employees cannot exercise the options being offered unless either a current prospectus is available to them or the shares the subject of the options are in the same class as securities which have been quoted on the financial market operated by Australian Securities Exchange Limited or an approved foreign market throughout the 12 month period immediately preceding the exercise date of the options without suspension for more than a total of 2 trading days during that period.

Could you please confirm your acceptance of the offer set out in this letter by signing in the appropriate place below and returning it to the Company on facsimile number [insert].

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Yours faithfully

[*] For and on behalf of Beacon Minerals Limited

Encl.

I agree to the terms and conditions set out above and accept the offer of options as contained in the letter set out above.

Name

Date:

*Note: The Company does not have to include the information set out in paragraphs (f) and (g) above if its Shares have been quoted on the financial market operated by ASX or an approved foreign market throughout the 12 month period immediately before the offer of Options without suspension for more than a total of 2 trading days during that period.

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Beacon Minerals Limited (ABN 64 119 611 559) PROXY FORM

Shareholder

Name and address of shareholder of Beacon Minerals Limited. Name

Address

==> picture [254 x 24] intentionally omitted <==

Appointment of Proxy

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

==> picture [36 x 37] intentionally omitted <==

The Chairman of the Meeting OR (mark with an “X”)

==> picture [113 x 37] intentionally omitted <==

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

Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy 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 Beacon Minerals Limited to be held on 24 July 2008 and at any adjournment of that meeting.

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

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolutions and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman of the Meeting intends to vote any such undirected proxies in favour of all the resolutions.

If you do not mark the above box and you have not directed your proxy how to vote in the boxes below, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called.

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

RESOLUTIONS	FOR	AGAINST	ABSTAIN
1. Acquisition of 100% of Silcom Resources Limited	�	�	�
2. Approval of Issue of Options to Darryl Harris	�	�	�
3. Approval of Issue of Options to John Hebenton	�	�	�
4. Approval of Issue of Shares to Paul Lloyd	�	�	�
5. Approval of Issue of Options to Roscious Pty Ltd	�	�	�
6. Approval of Issue of Options to Jumaliev Imanbek	�	�	�
Asankulovich
7. Approval of Employee Share Option Plan	�	�	�
8General Placement Authority	�	�	�

1. General Placement Authority

2. 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.

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 Securityholder 2 Securityholder 3 Sole Director and Director Sole Company Secretary

Director/Company Secretary

Dated: //2008

How to complete the Proxy Form

1 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. 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. Do not write the name of the issuer company or the registered securityholder in the space.

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 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) 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.

• (b) return both forms together.

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 a corporate Securityholder or proxy 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 an address given below no later than 10.00am on 22 July 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.

---

Documents may be lodged:

IN PERSON: Principal Place of Business – Level 2, 46 Ord Street, West Perth, Western Australia 6005

BY MAIL: Principal Place of Business – Level 2, 46 Ord Street, West Perth, Western Australia 6005 or P O Box 140, West Perth, Western Australia 6872

BY FAX

(61 8) 9476 9099