BOAB METALS LIMITED - Proxy Solicitation & Information Statement 2007

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26 November 2007

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Dear Shareholder,

RE: NOTICE OF GENERAL MEETING AND SHAREHOLDER SHARE PURCHASE PLAN

I have pleasure in inviting you to the General Meeting of Jaguar Minerals Limited (“Jaguar”) to be held on the 27[th] December 2007, at 18 Emerald Terrace, West Perth, Western Australia at 9.30am WST. A formal Notice of Meeting and Proxy form are enclosed for your information.

The agenda for the meeting contains three items relating to the placement of shares to professional and sophisticated investors and the issue of options. Details of each resolution are described in the following document. The Board recommends that shareholders vote in favour of the resolutions. If you are unable to attend the meeting and wish to direct a proxy to vote for you please ensure that your Proxy form reaches Jaguar’s office 48 hours prior to 9.30am, 27 December 2007 .

Jaguar is also offering shares to shareholders at a discounted price of 10 cents, via a Share Purchase Plan. Enclosed are the Terms and Conditions of the Offer and the Application form.

Funds raised in this capital raising will be applied towards the upcoming IP and drill programmes at Jaguar’s 100% owned Wilson River (Tas), Temma (Tas), and Betts Track (Tas) projects; together with continuing follow up work programmes on other tenements in Jaguar’s portfolio as required. In addition, Jaguar is seeking to expand its resource portfolio through a range of options which may include asset acquisition, joint venture and farm-in opportunities and other corporate activities.

Jaguar moves forward, and to date has increased the prospectivity of several of its projects from its recent field programs. We look to add further value to these projects in 2008 and onwards. We welcome you to attend the Jaguar Mineral’s General Meeting.

Yours faithfully,

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Brian Hurley Chairman

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Jaguar Minerals Limited ACN 107 159 713

NOTICE OF GENERAL MEETING

PROXY FORM

Date and time of Meeting 27 December 2007 at 9.30am WST

Place of Meeting 18 Emerald Terrace West Perth 6005 Western Australia

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the General Meeting of shareholders of Jaguar Minerals Limited (" Company ") will be held at, 18 Emerald Terrace, West Perth WA on 27 December 2007 at 9.30 am for the purpose of transacting the following Business.

ORDINARY BUSINESS

Resolution 1 – Ratification of Allotment and Issue of Shares

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

“That, for the purpose of Listing Rule 7.4 of the Listing Rules of the ASX and for all other purposes, the Company approves and ratifies the allotment and issue of 7,500,000 Shares issued on terms and conditions set out in the Explanatory Memorandum accompanying this Notice to persons who are not related parties of the Company.”

Short Explanation : Approval is sought under Listing Rule 7.4 to allow the Company to ratify the issue and allotment of these securities. Please refer to the Explanatory Memorandum for details.

Voting Exclusion : The Company will disregard any votes cast on this resolution by a person who participated in the issue and any associates of those persons.

However, the entity need not disregard a vote if it cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy from to vote as the proxy decides.

Resolution 2 – Authority to Issue and Allot Shares – Placement

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 of the Listing Rules of ASX and for all other purposes, approval is given for the Company to be authorised to issue and allot up to 17,500,000 Shares on the terms set out in the Explanatory Memorandum accompanying this Notice.”

Short Explanation : Approval is sought under Listing Rule 7.1 to authorise the Company to issue these securities. Please refer to the Explanatory Memorandum for details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associate of any such person.

ORDINARY BUSINESS cont

Resolution 3 – Authority to Issue Options

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 of the Listing Rules of ASX and for all other purposes, approval is given for the Company to be authorised to issue and allot up to 3,000,000 Options on the terms set out in the Explanatory Memorandum accompanying this Notice.”

Short Explanation : Approval is sought under Listing Rule 7.1 to authorise the Company to issue these securities. Please refer to the Explanatory Memorandum for details.

By order of the Board

Dennis Wilkins Company Secretary Date: 26 November 2007

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders in Jaguar Minerals Limited ACN 107 159 713 (“ Company ”) with sufficient information to assess the merits of Resolutions 1 to 3 contained in the Notice of General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Memorandum in full before making any decision in relation to Resolutions 1 to 3.

>Resolution 1 – Ratification of Allotment and Issue of Shares

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such a ratification is to restore a company’s maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

Resolution 1 is required to be approved in accordance with ASX Listing Rule 7.4 to ratify previous issues of securities. The Company confirms that the issue and allotment of the securities the subject of Resolution 1 did not breach ASX Listing Rule 7.1.

Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.4 and the following information is included in this Explanatory Memorandum for that purpose:

(a) 7,500,000 Shares were issued by the Company;
(b) the issue price per share was 10 cents;
(c) the funds raised from this placement will be directed to exploration on the Wilson River, Temma and Betts Track Projects and for working capital purposes;
(d) the Shares were allotted to parties introduced by Hartleys Limited;
(e) the Shares rank equally with the existing Shares;
(f) $750,000 (before costs) was raised by this placement; and
(g) a voting exclusion statement is included in the Notice.

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EXPLANATORY MEMORANDUM cont

Resolution 2 – Authority to Issue and Allot Shares

ASX Listing Rule 7.1 provides that the prior approval of the Shareholders of the Company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Up to 17,500,000 Shares proposed to be issued by the Company pursuant to Resolution 2 will exceed the 15% threshold referred to in Listing Rule 7.1 and, accordingly, Shareholder approval under Listing Rule 7.1 is sought.

The proposed issue of Shares to parties will be to persons who are not related parties of the Company and is placed before Shareholders to allow the Shares to be excluded from the calculation set out in ASX Listing Rule 7.1.

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Memorandum for that purpose:

(a) the maximum number of securities to be issued pursuant to Resolution 2 is 17,500,000 Shares;
(b) the issue price of the Shares will be 10 cents per share;
(c) the funds raised from this placement will be directed to exploration on the Wilson River, Temma and Betts Track Projects and for working capital purposes;
(d) it is anticipated that the securities will be issued and alloted progressively and in any event no later than 3 months after the date of the Meeting, or such later date as approved by ASX by way of ASX granting a waiver from the listing rules;
(e) the Shares will be allotted to parties introduced by Hartleys Limited;
(f) the Shares will rank equally with the existing Shares on issue;
(g) a voting exclusion statement is included in the Notice.

Capital Structure of the Company

The capital structure of the Company following successful completion of the issue and allotment of shares as per Resolutions 1 and 2 is summarised below:

Details of Number of Shares and Options:

ls of Number of Shares and Options:
	Shares	Options
Current	50,131,000	29,050,500
30 November 2007 Placement – Resolution 1	7,500,000	-
Placement – Resolution 2	17,500,000	-
TOTAL	75,131,000	29,050,000

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EXPLANATORY MEMORANDUM cont

>Resolution 3 – Authority to Issue and Allot Options

Up to 3,000,000 Options proposed to be issued by the Company pursuant to Resolution 3 will exceed the 15% threshold referred to in Listing Rule 7.1 and, accordingly, Shareholder approval under Listing Rule 7.1 is sought.

The proposed issue of Options to parties will be to persons who are not related parties of the Company and is placed before Shareholders to allow the Shares to be excluded from the calculation set out in ASX Listing Rule 7.1.

(a) the maximum number of Options to be issued pursuant to Resolution 3 is 3,000,000 Options;
(b) the issue price of the Options is nil;
(c) it is anticipated that the securities will be issued and alloted progressively and in any event no later than 3 months after the date of the Meeting, or such later date as approved by ASX by way of ASX granting a waiver from the listing rules;
(d) the Options will be allotted to Hartleys Limited subsidiary, Zenix Nominees Pty Ltd as part consideration for the recent share placement and marketing services for the Company;
(e) no funds were raised from the issue of Options;
(f) the terms and conditions of the options are set out in Annexure A of this Notice;
(g) a voting exclusion statement is included in the Notice.

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ANNEXURE A

Terms and Conditions of Unlisted Options

(a) Each Option entitles the holder to one ordinary fully paid share.

(b) The Options are exercisable at any time prior to 5:00pm Perth time on 30 November 2010 (the Expiry Date) by completing the Option Exercise Form and provide payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company.

(c) The exercise price of the Options is $0.135 per option.
(d) The Options are not transferable and application will not be made to the ASX for Official Quotation of the Options.
(e) All ordinary fully paid shares issued upon exercise of Options will rank pari passu in any respects with the Company’s then issued ordinary fully paid shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of Options.
(f) There are no participating rights and 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 without exercising their Options. However, the Company will ensure that optionholders will be allowed 10 business days notice to convert their Options to Shares to participate in an entitlement issue on the same basis as ordinary shareholders.
(g) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry date, the number of Options or the exercise price of the Options or both shall be reconstructed in accordance with the Listing Rules.
(h) Adjustment for bonus issues of Shares
If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu of, or in satisfaction of, dividends or by way of dividend reinvestment):
- (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
- (b) no change will be made to the exercise price.
(i) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the exercise price of an Option will be reduced according to the following formula:

New exercise price = O - E [P (S+D)]

N+1

O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.
(j) Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed “Not Negotiable”. The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s Registry.

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PROXY FORM

I/We (Name of Shareholder)

Of (Address)

The Company Secretary Jaguar Minerals Ltd 18 Emerald Terrace WEST PERTH WA 6005 Fax: (08) 9485 0955

being a member/members of Jaguar Minerals Ltd (“Company”) hereby appoint Name

Of Address

and/or failing him/her (name)

Of Address

or failing that person then the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 9.30 am on 27 December 2007 at 18 Emerald Terrace, West Perth, Western Australia, and at any adjournment thereof.

Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below.

1. PROXY INSTRUCTIONS

If you wish to instruct your proxy how to vote, insert “X” in the appropriate column against the item of business set out below.

If you do not wish to direct your proxy how to vote please place a mark in the box adjacent to this instruction. 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 above and votes cast by him other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

The Chairman has advised that his intention is to vote in favour of the resolutions.

2. ORDINARY BUSINESS

Please mark to indicate your directions

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For Against Abstain
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Resolution 1 Ratification of Allotment and Issue of 7,500,000 Shares Resolution 2 Authority to Issue and Allot 17,500,000 Shares Resolution 3 Authority to Issue and Allot 3,000,000 Options

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This Proxy is appointed to represent ……..% of my voting right, or if 2 proxies are appointed Proxy 1 represents ……..% and Proxy 2 represents ……..% of my total votes. My total voting right is ……………shares

If shareholder is an individual:

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Signature
Dated: 2007
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If shareholder is a Company:

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Affix
Seal here
Director/Sole Director and Secretary if
required
OR
Director / Secretary
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INSTRUCTIONS FOR APPOINTMENT OF PROXY

A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the shareholder’s proxy. A proxy need not be a shareholder of the Company.
Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.
The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with its constitution or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by each of the joint shareholders, personally or by a duly authorised attorney.
If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this General Meeting that is by 9:30 am WDST on 25 December 2007 by post to PO Box 180, West Perth WA 6872 or facsimile (61 8) 9485 0955.
If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
(c) if the proxy is the Chairperson, the proxy must vote on a poll and must vote that way, and (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

AI assistant

BOAB METALS LIMITED Proxy Solicitation & Information Statement 2007

64540_rns_2007-11-26_9704615d-8465-4d46-a474-cf7d787dfd2a.pdf

RE: NOTICE OF GENERAL MEETING AND SHAREHOLDER SHARE PURCHASE PLAN

NOTICE OF GENERAL MEETING

PROXY FORM

NOTICE OF GENERAL MEETING

ORDINARY BUSINESS

EXPLANATORY MEMORANDUM

>Resolution 1 – Ratification of Allotment and Issue of Shares

Capital Structure of the Company

Details of Number of Shares and Options:

>Resolution 3 – Authority to Issue and Allot Options

Terms and Conditions of Unlisted Options

PROXY FORM

1. PROXY INSTRUCTIONS

2. ORDINARY BUSINESS

Please mark to indicate your directions

If shareholder is an individual:

If shareholder is a Company:

INSTRUCTIONS FOR APPOINTMENT OF PROXY

AI assistant

BOAB METALS LIMITED — Proxy Solicitation & Information Statement 2007

64540_rns_2007-11-26_9704615d-8465-4d46-a474-cf7d787dfd2a.pdf

RE: NOTICE OF GENERAL MEETING AND SHAREHOLDER SHARE PURCHASE PLAN

NOTICE OF GENERAL MEETING

PROXY FORM

NOTICE OF GENERAL MEETING

ORDINARY BUSINESS

EXPLANATORY MEMORANDUM

>Resolution 1 – Ratification of Allotment and Issue of Shares

Capital Structure of the Company

Details of Number of Shares and Options:

>Resolution 3 – Authority to Issue and Allot Options

Terms and Conditions of Unlisted Options

PROXY FORM

1. PROXY INSTRUCTIONS

2. ORDINARY BUSINESS

Please mark to indicate your directions

If shareholder is an individual:

If shareholder is a Company:

INSTRUCTIONS FOR APPOINTMENT OF PROXY

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BOAB METALS LIMITED Proxy Solicitation & Information Statement 2007