BELLEVUE GOLD LIMITED — Proxy Solicitation & Information Statement 2007

Oct 28, 2007

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C@ LIMITED

A B N 9 9 1 1 0 4 3 9 6 8 6

N O T I C E O F A N N U A L G E N E R A L M E E T I N G E X P L A N A T O R Y M E M O R A N D U M

P R O X Y F O R M

Date of Meeting

Thursday, 29 November 2007

Time of Meeting

9.00 am (WST)

Place of Meeting

Level 3, Mercury House, 33 Richardson Street, West Perth, Western Australia

C@ LIMITED ACN 110 439 686

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of C @ Limited ( C @ or Company ) is to be held on Thursday, 29 November 2007 at Level 3, Mercury House, 33 Richardson Street, West Perth, Western Australia, commencing at 9.00 am WST).

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

BUSINESS

Financial Statements – Year Ended 30 June 2007

To receive and consider the financial statements for the year ended 30 June 2007 and the Directors’ and Auditor’s reports thereon.

Resolution 1 – Remuneration Report

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

• “To adopt the Remuneration Report for the year ended 30 June 2007"

Resolution 2 – Re-election of Director – Mr Andrew Harrison

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

“That, Mr Andrew Harrison, who retires in accordance with clause 13.2 of the Company’s Constitution be re-elected as a director of the Company."

Resolution 3 – Ratification of the Issue of Shares

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

“For the purposes of Listing Rule 7.4 of the Listing Rules of the ASX, shareholders ratify and approve the issue of 4,950,000 fully paid ordinary shares made on 28 February 2007 to the parties and on the terms and conditions set out in the Explanatory Memorandum that forms part of this Notice.”

The Company will in accordance with the Listing Rules, disregard any votes cast on Resolution 3 by any of the persons who participated in the issue the subject of Resolution 3 and any associate of any of those persons. However, the Company need not disregard a vote if:

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

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

DATED THIS 29[TH ] DAY OF OCTOBER 2007 BY ORDER OF THE BOARD

Anthony Ho Company Secretary

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C@ LIMITED ACN 110 439 686

NOTES:

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

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

3. A proxy form is enclosed. A separate form must be used for each proxy. An additional form can be obtained by writing to the Company at Level 3, 33 Richardson Street, West Perth, Western Australia or by fax to (61 8) 9226 0866. Alternatively, you may photocopy the enclosed form.

4. A duly completed proxy form and (where applicable) any power of attorney or a certified copy of the power of attorney must be received by the Company at its registered office or the address or fax number set out below, not less than 48 hours before the time for commencement of the meeting. Please send by post to PO Box 543, West Perth, Western Australia 6872 or by fax to (61-8) 9226 0866.

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

6. The time nominated by the Board for the purpose of determining the voting entitlements at the meeting is 5:00pm WST on Tuesday, 27 November 2007.

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

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C@ LIMITED ACN 110 439 686

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of C @ Limited (“Company”).

The Directors recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Resolution 1 – Remuneration Report

The Directors’ Report for the year ended 30 June 2007 contains a Remuneration Report which sets out the policy for the remuneration of the directors and executives of the company. Section 250R(3) of the Corporations Act 2001 expressly provides that the vote on the resolution is advisory only and does not bind the directors or the Company.

Resolution 2 – Re-election of Director – Mr Andrew Harrison

Mr Harrison retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election.

Mr Harrison has significant experience in both senior management and board positions in publicly listed companies. He has held senior positions in a number of major organisations including Brambles Australia Limited, and has played leading roles in strategy, management, and business development across a number of sectors.

Prior to becoming Managing Director of Capitol Health Limited (an ASX-listed healthcare provider), Mr Harrison was Managing Director of Neptune Marine Services Limited, and played an integral role in the initial public offering of that company in April 2004, and the subsequent commercialisation of its technology. He was a non-executive Director of ASX listed Neptune Marine Services Limited until March 2006.

Previously he has worked as a management consultant for such clients as Chubb Australasia and has been CEO of a Melbourne based marketing consultancy. Mr Harrison also holds a Bachelor of Commerce (Honours) in Marketing and Commercial Law from Curtin University in Western Australia, and is a member of the Australian Institute of Company Directors.

Directors’ Recommendation

The Board recommends shareholders vote in favour of the Resolution.

Resolution 3 – Ratification of the Issue of Shares

On 28 February 2007 the Directors of the Company issued a total of 4,950,000 fully paid ordinary shares at an issue price of $0.04 each to certain institutional and sophisticated investors.

The Company seeks that shareholders ratify the issue of shares pursuant to ASX Listing Rule 7.4. Listing Rule 7.4 enables the shareholders of a company to ratify an issue of securities provided that the issue not falling within one of the exceptions of Listing Rule 7.1 and did not breach the 15% restriction contained in Listing Rule 7.1.

If the issue is ratified by this resolution then the Company will be entitled to issue further securities in accordance with the terms and restrictions of ASX Listing Rule 7.1.

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C@ LIMITED ACN 110 439 686

For the purpose of Listing Rule 7.5, the following information is provided:

1. A total of 4,950,000 fully paid ordinary shares were issued;

2. The shares were issued at $0.04 each;

3. The shares issued were ordinary fully paid shares and rank equally in all respects with the existing ordinary fully paid shares issued in the capital of the Company;

4. The shares issued under the placement were issued to the following parties:

Investor	Number of fully paid ordinary shares
Canemoon Investments Pty Ltd	325,000
Mr Joseph Charles Camuglia & Mrs Kirtsen Ingred Camuglia	350,000
Armelek Pty Ltd	325,000
Gregory Paul Allen	500,000
Suburban Holdings Pty Ltd	1,000,000
Mr George Sim	950,000
Green Frog Nominees Pty Ltd	500,000
OH Boss Pty Ltd	825,000
BIN 2303 Pty Ltd	50,000
Escay Investments Pty Ltd	125,000
TOTAL	4,950,000

• None of the allottees referred to above are related parties of the Company; and

• The issue of the 4,950,000 shares raised $198,000 to be applied towards general working capital.

Directors’ Recommendation

The Board recommends shareholders vote in favour of the Resolution.

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C@ LIMITED

ACN 110 439 686

P R O X Y F O R M

(Name of member/s)

of

(Address of member/s)

Appointment of Proxy

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

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

If you are appointing someone other than the Chairman of the Meeting, write here the name of the company or person you are appointing

or, failing a company or person named, or if no company or person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if not directions have been given, as the proxy sees fit) at the Annual General Meeting of C @ Limited to be held at Level 3, Mercury House, 33 Richardson Street, West Perth, Western Australia on Thursday, 29 November 2007 commencing at 9.00 am and at any adjournment of that meeting.

IMPORTANT: FOR ITEM 5 BELOW

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Item 5 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 5 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

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

		FOR	AGAINST	ABSTAIN*
1.	Remuneration Report	�	�	�
2.	Re-election of Director – Mr Andrew Harrison	�	�	�
2.	Ratification of the Issue of Shares	�	�	�

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.

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

Appointing a second Proxy

I/We wish to appoint a second proxy

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

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PLEASE SIGN HERE

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

Contact Name

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Securityholder 2 Securityholder 3 Director Director/ Company Secretary Contact Daytime Telephone Date

C@ LIMITED ACN 110 439 686

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

1. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the company or person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that company or person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

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

2. Votes on Items of Business

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

3. Appointment of a Second Proxy

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

To appoint a second proxy you must:

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

• (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

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

4. Signing Instructions

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

Individual: where the holding is in one name, the holder must sign.

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

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

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

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 48 hours before the commencement of the meeting at 5.00 pm (WST) on Thursday, 27 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by posting, delivery or facsimile to C @ Limited:-

PO Box 543 West Perth WA 6872 Fax: (61-8) 9226 0866