Brockman Mining Limited — Proxy Solicitation & Information Statement 2013

Apr 21, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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BROCKMAN MINING LIMITED 布萊克萬礦業有限公司 *

(incorporated in Bermuda with limited liability)

(SEHK Stock Code: 159)

(ASX Stock Code: BCK)

NOTICE Of SpECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a Special General Meeting of Brockman Mining Limited (the “ Company ”) will be held at Suites 3812-13, Two International Finance Centre, 8 Finance Street, Central on Tuesday, 14 May 2013 at 10:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. RESOLUTION 1 — ISSUE Of OpTIONS TO MR. KWAI SZE HOI

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 70,000,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. Kwai Sze Hoi in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 1 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

• For identification purpose only

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2. RESOLUTION 2 — ISSUE Of OpTIONS TO MR. LIU ZHENGUI

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 30,000,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. Liu Zhengui in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 2 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 — ISSUE Of OpTIONS TO MR. WARREN TALBOT BECKWITH

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 20,000,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. Warren Talbot Beckwith in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 3 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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4. RESOLUTION 4 — ISSUE Of OpTIONS TO MR. ROSS STEWART NORGARD

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 1,500,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. Ross Stewart Norgard in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 4 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 — ISSUE Of OpTIONS TO MR. CHAN KAM KWAN jASON

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 7,200,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. Chan Kam Kwan Jason in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 5 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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6. RESOLUTION 6 — ISSUE Of OpTIONS TO MR. CHU CHUNG YUE HOWARD

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

“That, for the purposes of ASX Listing Rule10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 5,000,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. Chu Chung Yue Howard in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 6 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 7 — ISSUE Of OpTIONS TO MR. DAVID MICHAEL SpRATT

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 1,500,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. David Michael Spratt in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 7 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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8. RESOLUTION 8 — ISSUE Of OpTIONS TO MR. LAU KWOK KUEN EDDIE

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 1,500,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. Lau Kwok Kuen Eddie in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 8 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 9 — ISSUE Of OpTIONS TO MR. UWE HENKE VON pARpART

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 1,500,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. Uwe Henke Von Parpart in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 9 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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10. RESOLUTION 10 — ISSUE Of OpTIONS TO MR. YIp KWOK CHEUNG DANNY

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 1,500,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. Yip Kwok Cheung, Danny in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 10 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

11. RESOLUTION 11 — ISSUE Of OpTIONS TO MR. KWAI KWUN LAWRENCE

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to grant 15,000,000 Options (each to acquire one fully paid ordinary share in the Company) to Mr. Kwai Kwun, Lawrence in accordance with the Share Option Scheme and otherwise on the terms and conditions set out in the accompanying Explanatory Memorandum.”

Voting Exclusion: In accordance with ASX Listing Rules 10.15 and 14.11, the Company will disregard any votes cast on Resolution 11 by the Directors (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. 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, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

By order of the Board Chan Kam Kwan, jason Company Secretary

Hong Kong, 22 April 2013

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Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Suites 3812-13 38/F Two International Finance Centre 8 Finance Street Central Hong Kong

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the SGM is enclosed. Whether or not you intend to attend the SGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should he so wish.

3. If your shares in the Company are recorded under the Company’s Hong Kong share registrar or the Company’s Bermuda principal share registrar, please complete the Hong Kong proxy form and return it, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited. please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form.

If your shares in the Company are recorded under the Company’s Australia share registrar, please complete the Australia proxy form and return it, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to the Company’s branch share registrar in Australia, Computershare Investor Services pty Limited. please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form. You can appoint up to two proxies by lodging the Australia proxy form. Should you wish to appoint more proxies, please fax your written request to the Company at +852 3978 2800 no later than 10:00 a.m. Australian Western Standard Time on 12 May 2013.

As at the date of this announcement, the board of directors of the Company comprises Mr. Kwai Sze Hoi (Chairman), Mr. Liu Zhengui (Vice Chairman), Mr. Warren Talbot Beckwith and Mr. Ross Stewart Norgard as non-executive directors; Mr. Luk Kin Peter Joseph (Chief Executive Officer) and Mr. Chan Kam Kwan, Jason (Company Secretary) as executive directors; and Mr. Lau Kwok Kuen, Eddie, Mr. Uwe Henke Von Parpart, Mr. Yip Kwok Cheung, Danny and Mr. David Michael Spratt as independent non-executive directors.

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EXpLANATORY MEMORANDUM pREpARED IN ACCORDANCE WITH THE ASX LISTING RULES

This Explanatory Memorandum, the Notice and the circular dated 22 April 2013 (the “Circular”) are important documents. They should be read carefully.

This Explanatory Memorandum forms part of the Circular. Capitalised terms used herein shall have the same meaning as those defined in the Circular unless stated otherwise.

This Explanatory Memorandum also forms part of the Notice of Special General Meeting set out on pages 12 to 18 of the Circular. It should be read in conjunction with the Notice of Special General Meeting and the Resolutions therein.

If you have any questions regarding the matters set out in this Explanatory Memorandum or the ensuing Notice, please contact the Company, your financial adviser, stockbroker or solicitor.

2. RESOLUTIONS 1 TO 11 (INCLUSIVE) — ISSUE Of OpTIONS TO DIRECTORS AND A SENIOR MANAGEMENT pERSONNEL

2.1 Background

Resolutions 1 to 11 (inclusive) will be considered and voted on separately at the Meeting. For convenience, however, we have combined the explanatory notes for Resolutions 1 to 11.

Resolutions 1 to 11 (inclusive) seek Shareholder approval for the grant of an aggregate total of 154,700,000 Options by the Company, comprising:

				Maximum
				number of
				Shares
				to be issued
	Number of		Exercise	upon exercise of
Director	**Options **	Vesting Date	price	**the Options **	Expiry Date
Kwai Sze Hoi	70,000,000	50% vest after 1 year	HK$0.717	70,000,000	3rd anniversary
		50% vest after 2 years	HK$0.967		from the date of
					grant
Liu Zhengui	30,000,000	50% vest after 1 year	HK$0.717	30,000,000	3rd anniversary
		50% vest after 2 years	HK$0.967		from the date of
					grant
Warren Talbot	20,000,000	50% vest after 1 year	HK$0.717	20,000,000	3rd anniversary
Beckwith		50% vest after 2 years	HK$0.967		from the date of
					grant

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				Maximum
				number of
				Shares
				to be issued
	Number of		Exercise	upon exercise of
Director	**Options **	Vesting Date	price	**the Options **	Expiry Date
Ross Stewart	1,500,000	50% vest after 1 year	HK$0.717	1,500,000	3rd anniversary
Norgard		50% vest after 2 years	HK$0.967		from the date of
					grant
Chan Kam	7,200,000	50% vest after 1 year	HK$0.717	7,200,000	3rd anniversary
Kwan Jason		50% vest after 2 years	HK$0.967		from the date of
					grant
Chu Chung	5,000,000	50% vest after 1 year	HK$0.717	5,000,000	3rd anniversary
Yue Howard		50% vest after 2 years	HK$0.967		from the date of
					grant
David Michael	1,500,000	50% vest after 1 year	HK$0.717	1,500,000	3rd anniversary
Spratt		50% vest after 2 years	HK$0.967		from the date of
					grant
Lau Kwok	1,500,000	50% vest after 1 year	HK$0.717	1,500,000	3rd anniversary
Kuen Eddie		50% vest after 2 years	HK$0.967		from the date of
					grant
Uwe Henke	1,500,000	50% vest after 1 year	HK$0.717	1,500,000	3rd anniversary
Von Parpart		50% vest after 2 years	HK$0.967		from the date of
					grant
Yip Kwok	1,500,000	50% vest after 1 year	HK$0.717	1,500,000	3rd anniversary
Cheung		50% vest after 2 years	HK$0.967		from the date of
Danny					grant
Kwai Kwun	15,000,000	50% vest after 1 year	HK$0.717	15,000,000	3rd anniversary
Lawrence		50% vest after 2 years	HK$0.967		from the date of
					grant

(each being a “Recipient”, and collectively, the “Recipients”), on the terms and conditions set out in this Explanatory Memorandum.

On 13 November 2012, the Company has adopted the new Hong Kong Scheme, to comply with the relevant rules and regulations in Hong Kong and Australia (“ Share Option Scheme ”).

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The purpose of the Share Option Scheme is to enable the Company to grant Options to selected participants as incentives or rewards for their contribution to the Company and/ or its subsidiaries. Each of the Recipients is entitled to participate in any Share Option Scheme.

The grant of the 154,700,000 Options to the Recipients is intended to act as both an incentive and a reward for the Recipients to align themselves with the Company’s strategic plan focusing on optimizing performance with the benefits flowing through to enhanced Shareholder returns.

The exercise of the Options is not subject to the satisfaction of any key performance targets.

The grant to the each of the Recipients requires Shareholder approval under the ASX Listing Rules.

2.2 Key details of the Options

It is proposed that the Recipients are to be granted the following Options on the following key terms:

The Options will be granted pursuant to the previous terms and conditions of the Share Option Scheme which are summarized in the Letter to the Board on pages 4 to 11 of this Circular.

2.3 ASX Listing Rule 10.14

ASX Listing Rule 10.14 provides, in essence, that the approval of shareholders is required before any of the following persons can acquire securities under an employee incentive scheme:

• (a) a director;

• (b) an associate of a director; or

• (c) a person whose relationship with the Company or a person referred to in paragraph (a) or (b) is, in ASX’s opinion, such that approval should be obtained.

The Recipients are either directors (or former director within 6-month before the proposed grant of Options) or is deemed to be an associate of a director of the Company for the purpose of ASX Listing Rule 10.14. Accordingly, in order for the Recipients to acquire a beneficial interest in the Options, the Company must obtain Shareholders approval pursuant to ASX Listing Rule 10.14.

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2.4 Disclosure requirements

ASX Listing Rule 10.15 sets out the requirements for a notice of meeting requesting shareholder approval under ASX Listing Rule 10.14. In accordance with ASX Listing Rule 10.15, the following information is provided to Shareholders in relation to Resolutions 1 to 11 (inclusive):

• (a) The Recipients are either directors (or former director within 6-month before the proposed grant of Options) or is deemed to be an associate of a director of the Company. In addition, Mr. Kwai Sze Hoi is the Chairman of the Company, Mr. Liu Zhengui is the Vice Chairman of the Company, Mr. Chan Kam Kwan Jason is the Company Secretary of the Company; and Mr. Kwai Kwun, who is the vice president of the Company is also the son of Mr. Kwai Sze Hoi, who therefore deemed to be an associate of Mr. Kwai;

• (b) subject to Shareholder approval being obtained, the maximum number of Options that may be granted to the Recipients collectively is 154,700,000 Options. If all 154,700,000 Options are exercised, the Recipients will be entitled to collectively acquire a maximum of 154,700,000 Shares based on the existing share capital structure of the Company. The maximum number of Options, and if all of those Options are exercised, Shares, that may be granted by the Company to each Recipients individually can be found at Section 2.1:

• (c) the Options are granted for a consideration of HK$1.00 per Recipient and therefore only nominal consideration of HK$11.00 will be raised by the grant of the Options to the Recipients. This amount, and any funds raised from time to time due to the exercise of any Options by the Recipients will be used as the Board sees fit;

• (d) The Company approved the Share Option Scheme under the ASX Listing Rules on 13 November 2012, and notes that it has not issued any Options to persons referred to in ASX Listing Rule 10.14 since that approval;

• (e) As at the date of this Notice, the persons referred to in ASX Listing Rule 10.14 entitled to participate in Share Option Scheme are the Directors of the Company. The current Directors are Mr. Kwai Sze Hoi, Mr. Liu Zhengui, Mr. Warren Talbot Beckwith, Mr. Ross Stewart Norgard, Mr. Luk Kin Peter Joseph, Mr. Chan Kam Kwan Jason, Mr. David Michael Spratt, Mr. Lau Kwok Kuen Eddie, Mr. Uwe Henke Von Parpart and Mr. Yip Kwok Cheung Danny. Options cannot however be granted to Directors or their associates unless prior approval of Shareholders is obtained in accordance with the ASX Listing Rules;

• (f) no loans will be made by the Company in connection with the acquisition of Options, or the exercise of those Options by the Recipients;

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• (g) if any of Resolutions 1 to 11 (inclusive) is approved by Shareholders, the relevant Options for which Shareholder approval was obtained will be granted by the Board no later than 30 days after the date of the Meeting and it is anticipated that the allotment of the Options will be on one date;

• (h) the terms and conditions of the proposed grant of the Options to the Recipients are set out in the Letter from the Board on pages 4 to 11 of this circular, and the Options will be made pursuant to the terms and conditions of the Share Option Scheme; and

• (i) voting exclusion statements in respect of Resolutions 1 to 11 (inclusive) are set out in the Notice and Directors’ Recommendations is set out in section 2.7 of this Explanatory Memorandum.

2.5 ASX Listing Rule 7.1

As announced to the ASX on 24 November 2011, the ASX has granted to the Company a continuing, conditional waiver from ASX Listing Rule 7.1. As the Company continues to comply with the conditions of the waiver, approval pursuant to ASX Listing Rule 7.1 is not required to issue the Options or Shares upon the exercise of those Options to the Recipients.

2.6 Chapter 2E of the Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the statutory exceptions applies or shareholders have in a general meeting approved the giving of that financial benefit.

Shareholder approval is not required to be sought pursuant to Chapter 2E of the Corporations Act as the Company is a “foreign company”, and not a “public company”, for the purposes of the Corporations Act.

2.7 Directors’ Recommendations

Resolution 1

All the Directors (other than Mr. Kwai Sze Hoi, who declines to make a recommendation due to his material personal interest in the outcome of Resolution 1) consider the grant of options to Mr. Kwai under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 1, for the reasons provided in this Explanatory Memorandum.

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Resolution 2

All the Directors (other than Mr. Liu Zhengui, who declines to make a recommendation due to his material personal interest in the outcome of Resolution 2) consider the grant of options to Mr. Liu under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 2, for the reasons provided in this Explanatory Memorandum.

Resolution 3

All the Directors (other than Mr. Warren Talbot Beckwith, who declines to make a recommendation due to his material personal interest in the outcome of Resolution 3) consider the grant of options to Mr. Beckwith under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 3, for the reasons provided in this Explanatory Memorandum.

Resolution 4

All the Directors (other than Mr. Ross Stewart Norgard, who declines to make a recommendation due to his material personal interest in the outcome of Resolution 4) consider the grant of options to Mr. Norgard under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 4, for the reasons provided in this Explanatory Memorandum.

Resolution 5

All the Directors (other than Mr. Chan Kam Kwan Jason, who declines to make a recommendation due to his material personal interest in the outcome of Resolution 5) consider the grant of options to Mr. Chan under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 5, for the reasons provided in this Explanatory Memorandum.

Resolution 6

All the Directors (other than Mr. Chu Chung Yue Howard, who declines to make a recommendation due to his material personal interest in the outcome of Resolution 6) consider the grant of options to Mr. Chu under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 6, for the reasons provided in this Explanatory Memorandum.

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Resolution 7

All the Directors (other than Mr. David Michael Spratt, who declines to make a recommendation due to the material personal interest of his associate in the outcome of Resolution 7) consider the grant of options to Mr. Spratt under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 7, for the reasons provided in this Explanatory Memorandum.

Resolution 8

All the Directors (other than Mr. Lau Kwok Kuen Eddie, who declines to make a recommendation due to his material personal interest in the outcome of Resolution 8) consider the grant of options to Mr. Lau under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 8, for the reasons provided in this Explanatory Memorandum.

Resolution 9

All the Directors (other than Mr. Uwe Henke Von Parpart, who declines to make a recommendation due to his material personal interest in the outcome of Resolution 9) consider the grant of options to Mr. Parpart under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 9, for the reasons provided in this Explanatory Memorandum.

Resolution 10

All the Directors (other than Mr. Yip Kwok Cheung Danny, who declines to make a recommendation due to his material personal interest in the outcome of Resolution 10) consider the grant of options to Mr. Yip under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 10, for the reasons provided in this Explanatory Memorandum.

Resolution 11

All the Directors (other than Mr. Kwai Sze Hoi, who declines to make a recommendation due to the material personal interest of his associate in the outcome of Resolution 11) consider the grant of options to Mr. Kwai under the Share Option Scheme are in the best interest of the Company as well as the Shareholders as a whole, and recommend that Shareholders vote in favour of Resolution 11, for the reasons provided in this Explanatory Memorandum.

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Lodge your vote:



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

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

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

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

Proxy Form

 For your vote to be effective it must be received by 10:00 a.m. (HKT) Sunday, 12 May 2013

How to Vote on Items of Business

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

Appointment of Proxy

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

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

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

A proxy need not be a securityholder of the Company.

Signing Instructions

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

Attending the Meeting

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

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

 Turn over to complete the form



Update your securityholding, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

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

Samples/000001/000001/i

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

I ND

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



I 9999999999

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Brockman Mining Limited hereby appoint the Chairman of the Meeting OR

XX

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Special General Meeting of Brockman Mining Limited to be held at Suites 3812-13, 38/F Two International Finance Centre, 8 Finance Street, Central, Hong Kong on Tuesday, 14 May 2013 at 10:00 a.m. (HKT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1 through 11 (except where I/we have indicated a different voting intention below) even though Items 1 through 11 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: For Items 1 through 11, this express authority is also subject to you marking the box in the section below. If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1 through 11 by marking the appropriate box in step 2 below.

Important for Items 1 through 11: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Items 1 through 11 below, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote on Items 1 through 11, the Chairman of the Meeting will not cast your votes on Items 1 through 11 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 Items 1 through 11.

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I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome of Items 1 through 11 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

Items of Business 

	P 2	Items of Business		PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
			For		Against	Abstain				For	Against	Abstain
	1.	Issue of Options to Mr. Kwai						8.	Issue of Options to Mr. Lau
		Sze Hoi							Kwok Kuen Eddie
	2.	Issue of Options to Mr. Liu						9.	Issue of Options to Mr. Uwe
		Zhengui							Henke Von Parpart
	3.	Issue of Options to Mr. Warren						10.	Issue of Options to Mr. Yip
		Talbot Beckwith							Kwok Cheung Danny
	4.	Issue of Options to Mr. Ross						11.	Issue of Options to Mr. Kwai
		Stewart Norgard							Kwun Lawrence
	5.	Issue of Options to Mr. Chan
		Kam Kwan Jason
	6.	Issue of Options to Mr. Chu
		Chung Yue Howard
	7.	Issue of Options to Mr. David
		Michael Spratt

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

SIGN

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

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