FREEDOM EYE LIMITED ACN 061 289 218

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

For the Annual General Meeting to be held on 30 November 2009 at 10:00am (Western Standard Time) at Unit 9, 8 Sarich Way, Technology Park, Bentley, Western Australia

This is an important document. Please read it carefully.

If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of Freedom Eye Limited will be held at:

Unit 9 Commencing 8 Sarich Way at 10:00am (Western Standard Time) Technology Park, Bentley on Monday Western Australia 30 November 2009.

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 10:00am (Western Standard Time).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

send the proxy form by hand to the Company's office at Unit 9, 8 Sarich Way, Bentley, Western Australia, 6102;
send the proxy form by post to PO Box 1102, East Victoria Park Western Australia 6981; or
send the proxy form by facsimile to facsimile number 08 9472 0475,
so that it is received not later than 10:00am (Western Standard Time) on 28 November 2009.

Your proxy form is enclosed.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

FREEDOM EYE LIMITED ACN 061 289 218

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Freedom Eye Limited will be held at Unit 9, 8 Sarich Way, Technology Park, Bentley, Western Australia on Monday, 30 November 2009 at 10:00am (Western Standard Time) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

GENERAL BUSINESS

Accounts and Reports

To receive and consider the annual financial report of the Company, the Directors’ Report and the Independent Audit Report for the year ended 30 June 2009.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following in accordance with section 250R(2) of the Corporations Act:

" That, for the purpose of Section 250R(2) of the Corporations Act, the Company adopts the Remuneration Report as set out in the Annual Report for the year ended 30 June 2009. "

Short Explanation : The Remuneration Report is in the Directors Report section of the Company's Annual Report. Listed companies are required to put the Remuneration Report to the vote for adoption at the Company's Annual General Meeting. The resolution will be determined as an ordinary resolution but is advisory only and does not bind the Directors or the Company.

Resolution 2 - Re-election of Director – Grant Bennett

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

" That Grant Bennett, who retires by rotation in accordance with clause 12.4 of the Constitution of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company. "

Short Explanation : Grant Bennett has been a Director of the Company since 4 September 2007. Grant Bennett is presented for re-election in accordance with the rotation requirements of the Company's Constitution.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

Resolution 3 - Election of Director – David Sparling

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

" That David Sparling, being a Director of the Company appointed by the Directors during the year as an additional Director and holding office until this Meeting in accordance with clause 12.4 of the Company's Constitution and, being eligible, offers himself for election, is hereby elected as a Director of the Company. "

Short Explanation : Dr David Sparling was appointed by the Board as an additional Director on 15 May 2009 and by clause 12.4 of the Company's Constitution holds office until this Meeting. Dr David Sparling is presented for election in accordance with the Company's Constitution.

SPECIAL BUSINESS

Resolution 4 – Approval to Change of Activities

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

" That, subject to Resolutions 5, 6, 7 and 8 being passed, for the purposes of Listing Rule 11.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to change the nature of its activities on completion of the Yarlarweelor Acquisition on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation : The Company will undertake the Yarlarweelor Acquisition to acquire an exploration licence and proposes to change its focus to be a resource exploration company. ASX requires the Company to get Shareholder approval to the proposed change to the nature of the Company’s activities following completion of this acquisition.

The Company will disregard any votes cast on this Resolution by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if this Resolution is passed and any associate 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 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.

Resolution 5 – Consolidation of Capital

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

" That, subject to the Company raising the minimum subscription under the Capital Raising and the passing of Resolutions 4, 6, 7 and 8, in accordance with Section 254H of the Corporations Act and the Company's Constitution and for the purposes of Listing Rule 7.20 of the Listing Rules of ASX Limited and for all other purposes, the issued capital of the Company be consolidated on the date of this resolution, on the basis that:

(a) every thirty (30) fully paid ordinary shares in the capital of the Company be consolidated into one (1) fully paid ordinary share in the capital of the Company;

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

(b) every thirty (30) options to acquire fully paid ordinary shares in the capital of the Company exercisable at 7 cents per share on or before 30 June 2010 be consolidated into one (1) option to acquire a share exercisable at $2.10 per share on or before 30 June 2010;
(c) every thirty (30) options to acquire fully paid ordinary shares in the capital of the Company exercisable at 5 cents per share on or before 1 August 2010 be consolidated into one (1) option to acquire a share exercisable at $1.50 per share on or before 1 August 2010;

and where this consolidation results in a fraction of a share or option being held by a shareholder or option holder (as the case may be), the directors of the Company be authorised to round that fraction up to the nearest whole share or option. "

Short Explanation : Under the Corporations Act and the Constitution of the Company, a company may convert all or any of its securities into a smaller amount by resolution passed at a general meeting. In that case, the Company is required to consolidate its options in accordance with the ASX Listing Rules. The consolidation is proposed in order to provide the Company with a more appropriate capital structure for the proposed issue of securities under Resolution 5. The consolidation will not take effect unless the Company raises the minimum subscription under the Capital Raising. Please refer to the Explanatory Statement for details.

Resolution 6 – Approval to issue Shares to Empire Resources Limited

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

"That, subject to Resolutions 4, 5, 7 and 8 being passed, for the purposes of item 7 in the table in section 611 of the Corporations Act, Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to allot and issue 12,829,807 fully paid ordinary shares in the capital of the Company to Empire Resources Limited as consideration for the acquisition of the Tenement in accordance with the terms of the Yarlarweelor Acquisition and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Shareholder approval is being sought under item 7 in the table of section 611 of the Corporations Act so that Empire Resources Limited may acquire a relevant interest in Shares of the Company where that relevant interest will exceed the permissible thresholds in the Corporations Act. Shareholder approval is sought under ASX Listing Rule 7.1 to allow the Company to issue a number Shares that is more than 15% of its ordinary share capital on issue at the commencement of the previous 12 month period.

BDO Kendalls Corporate Finance (WA) Pty Ltd has prepared an Independent Expert report which comments on the fairness and reasonableness of the Yarlarweelor Acquisition to those Shareholders that are not associated with Empire Resources Limited. The Independent Expert report concludes that the Yarlarweelor Acquisition is fair and reasonable to the Non-Associated Shareholders. Shareholders are urged to carefully consider the Independent Expert report.

The Company will disregard any votes cast on this Resolution by Empire Resources Limited, any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if this Resolution is passed and any associate 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 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.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

Resolution 7 – Approval to change Company name

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

" That, subject to Resolutions 4, 5, 6 and 8 being passed, for the purposes of section 157 of the Corporations Act and for all other purposes, the name of the Company be changed from 'Freedom Eye Ltd' to 'FYI Resources Limited' from the date of the Yarlarweelor Acquisition. "

Short Explanation : Shareholder approval is sought under section 157 of the Corporations Act to allow the Company to change its name from the date of completion of the Yarlarweelor Acquisition.

Resolution 8 – Approval to allot and issue Shares to raise funds

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

"That, subject to Resolutions 4, 5, 6 and 7 being passed, for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to allot and issue up to 12,500,000 fully paid ordinary shares in the capital of the Company at an issue price of 20 cents to raise up to $2,500,000 on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation: Shareholder approval is sought under ASX Listing Rule 7.1 to allow the Company to issue a number of Shares that is more than 15% of its ordinary share capital on issue at the commencement of the previous 12 month period.

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 holder of ordinary shares, if this Resolution is passed and any associate 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 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.

Resolution 9 – Participation in Capital Raising by Russell Barnett

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 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for by the Company to allot and issue up to 50,000 fully paid ordinary shares in the capital of the Company at an issue price of 20 cents each that are subscribed for by Russell Barnett or his nominee under the capital raising under Resolution 8 on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: Under the ASX Listing Rules an issue of securities to a related party requires prior shareholder approval. Russell Barnett as a director is a related party and wishes to participate in the Capital Raising referred to in Resolution 8. For the purposes of ASX Listing Rule 10.11, shareholder approval is being sought to allow Russell Barnett to be issued shares in the Company.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

The Company will disregard any votes cast on this Resolution by an allottee of the issue the subject of the resolution and any associates of such an allottee or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a Shareholder. However, the Company will not disregard a vote cast on this Resolution if:

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

Resolution 10 - Participation in Capital Raising by Adrian Jessup

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 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for by the Company to allot and issue up to 150,000 fully paid ordinary shares in the capital of the Company at an issue price of 20 cents each that are subscribed for by Adrian Jessup or his nominee under the capital raising under Resolution 8 on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: Under the ASX Listing Rules an issue of securities to a related party requires prior shareholder approval. Adrian Jessup as a proposed director is a related party and wishes to participate in the Capital Raising referred to in Resolution 8. For the purposes of ASX Listing Rule 10.11, shareholder approval is being sought to allow Adrian Jessup to be issued shares in the Company.

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

Resolution 11 – Participation in Capital Raising by David Sargeant

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 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for by the Company to allot and issue up to 150,000 fully paid ordinary shares in the capital of the Company at an issue price of 20 cents each that are subscribed for by David Sargeant or his nominee under the capital raising under Resolution 8 on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: Under the ASX Listing Rules an issue of securities to a related party requires prior shareholder approval. David Sargeant as a proposed director is a related party and wishes to participate in the Capital Raising referred to in Resolution 8. For the purposes of ASX Listing Rule 10.11, shareholder approval is being sought to allow David Sargeant to be issued shares in the Company.

(a) it is cast by an allottee as proxy for a person who is entitled to vote in accordance with the

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

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 the directions on the proxy form to vote as the proxy decides.

By order of the Board

==> picture [96 x 33] intentionally omitted <==

Phillip MacLeod Company Secretary Dated: 26 October 2009

VOTING AND PROXIES

A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 28 November 2009 at 10:00am (Western Standard Time).
A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

FREEDOM EYE LIMITED ACN 061 289 218

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

An Independent Expert's Report has been prepared by BDO Kendalls Corporate Finance (WA) Pty Ltd to comment on whether issue of Shares to Empire Resources Limited to acquire the Tenement under Resolution 6 is fair and reasonable to Non-Associated Shareholders. Shareholders should note that the Independent Expert has concluded that the proposal the subject of Resolution 6 is fair and reasonable to Non-Associated Shareholders.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

PART A – INFORMATION ABOUT THE YARLARWEELOR ACQUISITION

1. INTRODUCTION

On 1 October 2009 the Company announced that it had entered into the Yarlarweelor Acquisition with Empire Resources Limited ("Empire Resources") to acquire the exploration licence E52/2095. Exploration licence E52/2095 (the "Tenement") is prospective for uranium. Completion of the Yarlarweelor Acquisition is subject to a number of conditions including Shareholder approval.

The key elements of the Yarlarweelor Acquisition are:

(a) The Company will acquire the Tenement from Empire Resources and change its activities to be a resource exploration company.
(b) The Company will carry out an equity capital raising to fund exploration on the Tenement over the next two years.
(c) The Board will be restructured with Mr Adrian Jessup being appointed as Managing Director and Mr David Sargeant being appointed as Executive Director . Mr Jessup and Mr Sargeant are currently directors of Empire Resources. Dr Sparling and Mr Bennett will retire from the Board of the Company. Mr Barnett will remain on the board as nonexecutive Chairman.
(d) The name of the Company will be changed to FYI Resources Limited.

Completion of the Yarlarweelor Acquisition is conditional upon the satisfaction various conditions including Shareholder approvals by the Company, completion of the Capital Raising (which will occur after Shareholder approval) and the Company receiving conditional approval from ASX that it complies with chapters 1 and 2 of the ASX Listing Rules.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

2. THE TENEMENT

An Independent Technical Report has been prepared by Vidoro Pty Ltd (represented by Mr David Jones BSc, MSc, FIMMM, FAusIMM, MAIME, MGSA) which contains information about the Tenement including the geology and mineralisation of the Tenement and previous exploration and development on the Tenement. This Independent Technical Report has been prepared for the purposes of this Meeting and is annexed to the Independent Expert Report.

2.1 Exploration strategy

The Company's exploration strategy involves an initial stage of evaluation aimed at defining key areas within the Tenement to enable exploration funds to be focused on those areas deemed as key targets, followed by a subsequent stage of target testing. This will enable specific targets to be tested to a meaningful degree within the scope of the budgets.

Specifically this will involve a review of previous exploration results followed by the implementation of a drilling program, comprising mostly diamond drilling, of selected targets.

The aim of this work is to define an initial resource within the Tenement area.

2.2 Yarlarweelor Acquisition agreement

The material terms of the Yarlarweelor Tenement Acquisition are:
The Company will acquire a 100% interest in the Yarlarweelor Exploration Licence E52/2095;
Consideration paid by the Company: 100% scrip deal. Empire Resources to be issued 40% of the post reconstructed share capital of the Company. After the 1:30 consolidation, the number of Shares to be issued will be 12,829,807 Shares
Completion of the transaction is subject to:
- (a) all necessary Shareholder approval of the Company by 26 February 2010;
- (b) the Company receiving conditional approval by the ASX that it complies with Chapters 1 and 2 of the Listing Rules to achieve reinstatement to official quotation of its securities on ASX on conditions acceptable to the Company and Empire Resources by 26 February 2010; and
- (c) the successful completion of due diligence on behalf of both the Company and Empire Resources by 31 October 2009 or such later date as may be agreed between the parties.
After successful Shareholder approval to the transaction, Adrian Jessup and David Sargeant will be appointed to the Board of the Company and the Board shall be reduced to three directors in total.

3. CAPITAL RAISING

To fund exploration on the Tenement and to satisfy ASX requirements in Chapter 1 and 2 of the Listing Rules the Company intends to carry out an equity capital raising of approximately $2,000,000. For the purposes of Resolution 8, the Company is seeking Shareholder approval to issue up to 12,500,000 Shares raising up to $2,500,000. However, the Capital Raising is likely to be in the vicinity of $2,000,000.

The Capital Raising is intended to be undertaken by a prospectus offering Shares at 20 cents each. It is intended that there will be priority to Shareholders of the Company and shareholders of Empire Resources.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

The Company intends to use the funds raised from the Capital Raising (assuming a $2,000,000 capital raising), and cash on hand at 30 September 2009 of approximately $470,000 broadly as follows:

Use of funds	$2,000,000 subscription
Exploration and evaluation of Tenement	$1,600,000
Costs relating to the offer	$200,000
General working capital	$670,000
Total funds	$2,470,000

*The costs of the offer includes a fee payable to KSLCORP Pty Ltd, assumed to be $100,000 based on a 5% fee on $2,000,000.

The actual use of funds may vary from the above estimates and the Board reserves the right to vary the use of funds dependent on circumstances and other opportunities.

4. PROPOSED TIMETABLE

Annual General Meeting of Shareholders	30 November 2009
Appointment of Mr Jessup and Mr Sargeant to the	1 December 2009
Board
Allotment of Shares under Capital Raising	10 December 2009
Completion of Yarlarweelor Acquisition	11 December 2009
Issue of Shares to Empire Resources	11 December 2009
Reinstatement to quotation and commencement of	16 December 2009
trading of the Shares

These dates are indicative only and may change without notice.

5. EFFECT OF YARLARWEELOR ACQUISITION ON COMPANY

5.1 Pro forma capital structure

The current capital structure of the Company is as follows:

Shares	Number
Current Shares on issue	577,341,340
Options
Options exercisable at $0.07 on or before 30 June 2010	10,000,000
Options exercisable at $0.05 on or before 1 August 2010	6,550,000

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

Following completion of the consolidation of share capital on one (1) for thirty (30) basis and the issue of Shares pursuant to the Resolutions in this Notice, the capital structure of the Company will be as follows (assuming a $2,000,000 Capital Raising):

	Assuming $2,000,000
SHARES	Capital Raising
Current Shares on issue
(post-consolidation)	19,244,711
Shares issued under Capital
Raising	10,000,000
Shares issued to Empire
Resources	12,829,807
TOTAL SHARES ON ISSUE	42,074,518
OPTIONS
Options exercisable at $2.10
on or before 30 June 2010
(post-consolidation)	333,333
Options exercisable at $1.50
on or before 1 August 2010
(post-consolidation)	218,333
TOTAL OPTIONS ON ISSUE	551,666
5.2 Pro forma balance sheet

The pro-forma balance sheet of the Company by reason of the Yarlarweelor Acquisition and the Resolutions under this Notice is set out below.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

	The Company Extract from Audited 30 June 2009 $	Proforma Adjustments $	The Company Proforma 30 June 2009 $
CURRENT ASSETS Cash and cash equivalents Trade and other receivables Available for sale financial assets Other assets	184,733 66,137 54,000 21,711	2,243,590 49,500	2,428,323 66,137 103,500 21,711
Total Current Assets	326,581		2,619,671
NON-CURRENT ASSETS Deferred exploration expenditure Land and improvements at fair value Property, plant and equipment Other receivables Other financial assets	- 1,800,000 8,066 - -	1,500,000 (450,000)	1,500,000 1,350,000 8,066 - -
Total Non-Current Assets	1,808,066		2,858,066
Total Assets	2,134,647		5,477,737
CURRENT LIABILITIES Trade and other payables Provisions Other liabilities	138,467 39,463 -		138,467 39,463 -
Total Current Liabilities	177,930		177,930
Non-Current Liabilities Provisions	20,324		20,324
Total Non-Current Liabilities	20,324		20,324
Total Liabilities	198,254		198,254
Net Assets	1,936,393		5,279,483
EQUITY Contributed equity Reserves Accumulated Losses	23,371,423 2,219,102 (23,654,132)	3,851,340 (265,500) (242,750)	27,222,763 1,953,602 (23,896,882)
Total Equity	1,936,393		5,279,483

The balance sheet of the Company as at 30 June 2009 has been adjusted to allow for the following matters:

An increase in cash and cash equivalents as well as contributed equity for the $2,000,000 Capital Raising which assumes the issue of 10,000,000 Shares at 20 cents each to raise a net $1,800,000 after capital raising costs estimated at $200,000. The Capital Raising may be more or less than $2,000,000.
An increase in cash and cash equivalents as well as contributed equity of $551,340 from the net proceeds of a rights issue completed during July 2009;
A decrease in cash and cash equivalents and increase in accumulated losses of $107,750 being a redundancy payment to Dr Sparling as Chief Operating Officer;
An increase in deferred exploration expenditure as well as contributed equity on the issue of 12,829,807 Shares to Empire Resources to acquire the Yarlarweelor project at a deemed price of $1,500,000;
A reduction of $450,000 for land and improvements at fair value as well as reserves following the revaluation of the Baldivis property to $1,350,000;

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

An increase in other financial assets and reserves of $49,500 for the revaluation of 150,000 Reward Minerals Ltd shares at market on 15 October 2009; and
An increase of $135,000 to accumulated losses and reserves for the tax effect of the revaluation of the Baldivis property.

6. CHANGE TO COMPANY NAME

It is intended to change the Company name to FYI Resources Limited to reflect the new focus of the Company on resource exploration.

7. CHANGE TO BOARD OF DIRECTORS

The Board of Directors currently comprises:

Mr Russell Barnett Non-executive Chairman

Dr David Sparling Non-executive Director Mr Grant Bennett Non-executive Director

On completion of the Yarlarweelor Acquisition it is intended that the Board will be restructured. The new Board will comprise of three Directors – a non-executive Chairman, Managing Director and an Executive Director.

It is intended that Mr Adrian Jessup and Mr David Sargeant will be appointed by the current Board as additional Directors following Shareholder approval at this meeting. Mr Jessup and Mr Sargeant are currently directors of Empire Resources and will retain those positions. Further information about Mr Jessup’s and Mr Sargeant's experience is set out below. Dr Sparling and Mr Bennett will then resign as Directors following completion of the Yarlarweelor Acquisition. Mr Barnett will remain on the Board as non-executive Chairman.

On completion of the Yarlarweelor Acquisition, the new Board of Directors is therefore intended to comprise:

Mr Russell Barnett Non-executive Chairman Mr Adrian Jessup Managing Director Mr David Sargeant Executive Director

Adrian Jessup

Empire Resources Limited Executive Director - BSc. MAusIMM

Mr Jessup holds a Bachelor of Science degree (with honours) in economic geology from the University of Sydney and has more than 35 years continuous experience as a geologist, company director and consultant involved in mineral exploration, ore deposit evaluation and mining. He is a member of AusIMM, the Geological Society of Australia and the Australian Institute of Geoscientists.

For the last 14 years, Mr Jessup has operated a geological consulting company. During that time, he was a founding director of publicly listed companies Empire Resources Limited and Sylvania Resources Limited. He remains an executive director of Empire Resources Limited. Prior to that, Mr Jessup was managing director of Giralia Resources NL for eight years, from the company's inception in 1987. Previously, he had worked for AMAX Exploration Inc., as a senior geologist and as regional manager in charge of that company's mineral exploration in Western Australia.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

David Sargeant

Empire Resources Limited Managing Director - BSc. MAusIMM

Mr Sargeant holds a Bachelor of Science degree in economic geology from the University of Sydney and has more than 40 years experience as a geologist, consultant and company director. As such, he has been involved in numerous mineral exploration, ore deposit evaluation and mining development projects and is a member of AusIMM and the Geological Society of Australia.

During his career, Mr Sargeant has held a range of senior positions, including that of senior geologist with Newmont Pty Ltd and senior supervisory geologist with Esso Australia Ltd at the time of the Harbour Lights Gold Mine discovery and development. Further, Mr Sargeant was the first chief geologist at Telfer Gold Mine during exploration, development and production at that project. In addition, he was exploration manager for the Adelaide Petroleum NL group of companies, manager of resources development for Sabminco NL and a technical director of Western Reefs Limited during the period in which that company became a successful producer at the Dalgaranga Gold Project.

Mr. Sargeant successfully managed platinum and copper-gold companies in Botswana until they were taken over during the 2005 to 2007 period. He was the principal promoter in forming Empire Resources Limited and remains Managing Director.

8. OTHER INFORMATION

8.1 Directors’ recommendation

The Yarlarweelor Acquisition constitutes a significant change in the nature of activities undertaken by the Company. The proposed restructure will position the Company with an exploration tenement prospective for uranium. The funds raised will allow the Company to conduct an initial phase of exploration and evaluation. The proposed new Board has a blend of commercial, financial and technical expertise that will allow the Company the opportunity to fully evaluate the Tenement and take advantage of any corporate opportunities that may arise in the future.

Shareholders should be aware that the Company will be subject to a number of risks if the Yarlarweelor Acquisition is completed. Given that the Company will change its activities to a resource exploration company, a number of the risk factors are new to the Company.

If the Yarlarweelor Acquisition is completed, some of the material risk factors include:

(a) Exploration and development – by its nature, the exploration and development of a resource project is a high risk undertaking with no assurance of the economic exploitation of mineral resources.
(b) Resource estimation – resource estimations are expressions of judgment which are imprecise.
(c) Uranium risks – Uranium exploration and mining in Australia are subject to certain policies and laws unique to this sector of the mining industry. The regulation by State and Federal Governments is extensive.

The Western Australian State Government has in place a policy that allows the mining of uranium. The previous Western Australian State Government had in place a policy that prohibited the mining of uranium. Future changes of Government, regulations and/or policies may have an adverse impact on the Company. There can be no assurance that

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

the policy will change in the future, and this may adversely affect the Company's longterm prospects.

The Federal Government currently permits the mining and export of uranium under strict international agreements designed to prevent nuclear proliferation. The export of uranium is controlled by the Federal Government through its licensing process, and Australian uranium can only be exported to countries that undertake to use it for peaceful purposes.

(d) Commodity and uranium price volatility – an adverse fall in the prices of commodities including uranium may adversely affect the development of the Company’s exploration assets.
(e) Future capital needs – there is no assurance that future funding will be available to the Company to further develop the Company’s assets. Depending on further exploration success, significant further development funding may be required.
(f) Other factors – there are other risk factors including environmental laws and regulations, reliance on key personnel and title. In respect of title, an exemption application from minimum expenditure has been lodged by Empire Resources in respect of the Tenement for the 2009 tenement year. The granting or refusal of this application will impact upon security of title tenure.

The current Directors (Mr Barnett, Dr Sparling and Mr Bennett) are independent of Empire Resources, the vendor of the Tenement. The current Directors consider that the Yarlarweelor Acquisition is in the best interests of the Company and recommend that Shareholders vote in favour of all Resolutions. The current Directors have agreed to put the Resolutions to Shareholders and, separately, have approved the information contained in this Explanatory Statement.

Each of the Directors intend to vote their Shares in favour of each of the Resolutions.

8.2 Conditionality of Resolutions

Resolutions 4, 5, 6, 7 and 8 are conditional upon the passing of each other, so that each will not have effect unless and until the other is passed.

8.3 Plans for the Company if the Resolutions are not passed

If the Resolutions are not passed and the Yarlarweelor Acquisition is not completed, the Company will continue to look for potential projects for investment.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

PART B – RESOLUTIONS AND REGULATORY REQUIREMENTS

9. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report is in the Directors Report section of the Company's Annual Report.

By way of summary, the Remuneration Report:

(a) explains the Company's remuneration policy and the process for determining the remuneration of its directors and executive officers;
(b) addresses the relationship between the Company's remuneration policy and the Company's performance; and
(c) sets out remuneration details for each Director and each of the Company's executives and group executives named in the Remuneration Report for the financial year ended 30 June 2009.

The Directors recommend that Shareholders vote in favour of Resolution 1. Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or the Company.

The Chairman will give Shareholders a reasonable opportunity to ask questions about or to make comments on the Remuneration Report.

10. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – GRANT BENNETT

Mr Bennett was appointed a director of the Company on 4 September 2007 and was last reelected on 19 November 2007.

Pursuant to clause 12.2 of the Company’s Constitution, Mr Bennett, being a Director of the Company, retires by way of rotation and, being eligible, offers himself for re-election as a Director of the Company.

Details of the qualifications and experience of Mr Bennett are set out in the 2009 Annual Report of the Company.

Mr Bennett intends to resign upon completion of the Yarlarweelor Acquisition.

11. RESOLUTION 3 – ELECTION OF DIRECTOR – DAVID SPARLING

Dr Sparling was appointed by the Board as an additional Director on 15 May 2009 and by clause 12.4 of the Company's Constitution holds office until this Meeting. Dr Sparling is therefore presented for election in accordance with the Constitution.

Dr Sparling is an non-executive director of the Company. Details of the qualifications and experience of Dr Sparling are set out in the 2009 Annual Report of the Company.

Dr Sparling intends to resign upon completion of the Yarlarweelor Acquisition.

12. RESOLUTION 4 – APPROVAL TO CHANGE OF ACTIVITIES

Completion of the Yarlarweelor Acquisition will constitute a significant change in the nature of the Company’s activities. ASX has determined that Shareholder approval is required under Listing Rule 11.1. Shareholders should refer to the information at sections 1 to 8 for information about the Yarlarweelor Acquisition and its impact on the Company.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

13. RESOLUTION 5 – CONSOLIDATION OF CAPITAL

The Directors are seeking Shareholder approval to consolidate the number of Shares on issue on a one (1) for thirty (30) basis.

Section 254H of the Corporations Act provides that a company may, by ordinary resolution passed in general meeting, convert all or any of its shares into a larger or smaller number of shares. Clause 9.1 of the Constitution also provides that the Company may by ordinary resolution divide any of its shares. The ASX Listing Rules require that the number of options on issue be consolidated in the same ratio as the ordinary capital and the exercise price be amended in inverse proportion to that ratio.

If Resolution 5 is passed, the number of Shares on issue will be reduced from 577,341,330 to 19,244,711. Similarly, in accordance with the ASX Listing Rules, the number of options on issue will be reduced from 16,550,000 to 551,666 and the exercise price of each of those options will be increased by a multiple of 30.

The exercise price of the options will increase as follows:

Number	Current Options	Exercise Price
10,000,000	Unquoted options 30 June 2010	$0.07
6,550,000	Unquoted options 1 August 2010	$0.05
16,550,000
Number	Reconstructed Options	Exercise Price
333,333	Unquoted options 30 June 2010	$2.10
218,333	Unquoted options 1 August 2010	$1.50
551,666

As from the effective date of Resolution 5, all holding statements for Shares and Options will cease to have any effect, except as evidence of entitlement to a certain number of postconsolidation Shares and Options. After the consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders and Option holders. It is the responsibility of each Shareholder and Option holder to check the number of Shares or Options held prior to a disposal.

The timetable relevant to the consolidation of capital is as follows:

	Event	Date
1.	Inform ASX of Shareholder approval of	30 November 2009
	reorganisation
2,	Trading in reorganised securities on a deferred	2 December 2009
	settlement basis
3.	Record Date and register securities on a post-	8 December 2009
	reorganisation basis and issue holding statements
4.	Despatch date and deferred settlement market ends	15 December 2009

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

A capital structure of the Company following completion of the consolidation of share capital on one (1) for thirty (30) basis and the issue of Shares to Empire Resources and to subscribers under the Capital Raising is set out in section 5 of this Explanatory Statement.

Not all Shareholders and option holders will hold that Shares and Options which can be evenly divided by thirty (30). Where a fractional entitlement occurs, the Directors will round that fraction up to the nearest whole Share or Option.

Shareholders and Option holders are advised to seek their own tax advice on the effect of the consolidation and neither the Company, nor the Directors (or the Company's advisers) accept any responsibility for the individual taxation consequences arising from the consolidation.

14. RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO EMPIRE RESOURCES LIMITED

Resolution 6 seeks Shareholder approval to allow the Company to issue 12,829,807 Shares to Empire Resources. The issue of these Shares is the consideration payable by the Company to acquire the Tenement from Empire Resources under the Yarlarweelor Acquisition.

14.1 Corporations Act requirements – section 611 item 7

(a) Prohibition on certain acquisitions of relevant interests in voting shares

Section 606 of the Corporations Act prohibits a person acquiring a relevant interest in issued voting shares in a company if, as a result of the acquisition that person's or someone else's voting power in the company increases from 20% or below to more than 20%, or from a starting point that is above 20% and below 90%.

Section 608 of the Corporations Act provides that a person has a relevant interest in securities if they:

(i) are the holder of the securities; or
(ii) have power to exercise, or control the exercise of, a right to vote attached to securities; or
(iii) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

The voting power of a person is determined under section 610 of the Corporations Act. It involves calculating the number of voting shares in the company in which the person and the person's associates have a relevant interest.

A person ("second person") will be an "associate" of the other person ("first person") if:

(i) the first person is a body corporate and the second person is:
(A) a body corporate the first person controls;
(B) a body corporate that controls the first person; or
(C) a body corporate that is controlled by an entity that controls the person;
(ii) the second has entered or proposed to enter into a relevant agreement with the first person for the purposes of controlling or influencing the composition of the company's board or the conduct of the company's affairs; and

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

(iii) the second person is a person with whom the first person is acting or proposed to act, in concert in relation to the company's affairs.
(b)
Exceptions to the section 606 prohibition

There are various exceptions to the prohibition in section 606. Section 611 contains a table setting out circumstances in which acquisitions of relevant interests are exempt from the prohibition. Item 7 of this table provides an exemption where a resolution is passed at a general meeting of the company before the acquisition is made. The parties involved in the acquisition and their associates are not able to cast a vote on the resolution.

Under the Yarlarweelor Acquisition, the Company has agreed to issue 12,829,807 Shares to Empire Resources as consideration for the acquisition of the Tenement. As a result of the issue of these Shares, Empire Resources’ relevant interest in issued voting shares in the Company will be more than the 20% threshold.

The purpose of Resolution 6 in relation to the Corporations Act is to seek Shareholder approval to the issue of the 12,829,807 Shares to Empire Resources of Shares pursuant to item 7 in the table in section 611 of the Corporations Act.

14.2 Information required to be given under the Corporations Act

The following paragraphs set out information required to be provided to Shareholders under item 7 in the table in section 611 of the Corporations Act and ASIC Regulatory Guide 74.

Shareholders are also referred to the Independent Expert's report attached to this Explanatory Statement as Annexure 1.

(a) Identity of the allottee and their Associates

The 12,829,807 Shares the subject of the Yarlarweelor Acquisition will be allotted and issued to Empire Resources.

By reason of section 11 of the Corporations Act where a primary person is a body corporate, the Associate reference includes a reference to a director or secretary of the body corporate, a related body corporate and a director or secretary of a related body corporate.

Empire Resources has advised the Company that the following persons and entities are its Associates:

The directors of Empire Resources being Adrian Griffin, David Sargeant and Adrian Jessup.
The company secretary of Empire Resources being Simon Storm.

The individuals listed above (who are either a director or secretary of Empire Resources) will not have a relevant interest, or a voting power, in any Shares to be issued.

(b) Maximum extent of increase in Empire Resources’ voting power in the Company resulting from the transaction

As at the date of this Notice, Empire Resources does not have a relevant interest in any Shares in the Company and does not have any voting power in the Company.

If Resolution 6 is passed, Empire Resources will be issued with 12,829,807 Shares in the Company which will give Empire Resources a relevant interest in 32.42% of Shares (postconsolidation) in the capital of the Company assuming a Capital Raising of $1,500,000 by

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

the issue of 7,500,000 Shares. This will be approximately the minimum Capital Raising conducted by the Company. In accordance with item 7 in the table in section 611 of the Corporations Act, the Company states:

(i) The maximum extent of the increase in Empire Resources’ voting power (which includes its Associate's voting power) in the Company that will result from the transaction based on the assumptions above is 32.42% (being from an existing voting power of 0% to 32.42%).
(ii) The voting power that Empire Resources (which includes its Associate's voting power) will have as a result of the transaction based on the assumptions above is 32.42%.
(iii) Adrian Griffin and Simon Storm as Associates of Empire Resources will continue to have no voting power in the Company.
(iv) It is anticipated that Adrian Jessup and David Sargeant will participate in the Capital Raising by subscribing for 150,000 Shares each. They currently have no voting power in the Company. The maximum extent of the increase in the voting power of each of Adrian Jessup and David Sargeant as a result of the Capital Raising assuming a minimum raising of $1,500,000 is 0.38%.
(c) Identity, associations and qualifications of proposed directors

Subject to approval of the Resolutions in this Notice, the Company intends to restructure the Board as a result of the acquisition of the Tenement. It is proposed that Mr Adrian Jessup and Mr David Sargeant be appointed as Directors of the Company by the existing Board.

The qualifications and experience of Mr Jessup and Mr Sargeant are set out in section 7 above.

(d)
Empire Resources' intentions regarding the future of the Company

Empire Resources has informed the Company that, as at the date of this Explanatory Statement and on the basis of facts and information available to it, if Shareholders approve Resolution 6, Empire Resources:

(i) intends to change existing business of the Company to focus on resource exploration as set out in sections 1 to 8 above;
(ii) has no current intention to inject further capital into the Company;
(iii) intends to continue the future employment of the present employees of the Company;
(iv) does not propose that any property be transferred between the Company and it or any person associated with it;
(v) has no current intention to otherwise redeploy the fixed assets of the Company; and
(vi) has no current intention to change the Company's existing financial or dividend policies.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

(e) The terms of the proposed allotment

The 12,829,807 Shares are issued as consideration payable by the Company to Empire Resources to acquire the Tenement. Information regarding the Yarlarweelor Acquisition and the terms of the acquisition are set out in section 2 above.

(f) Timing of the proposed allotment

The Shares will be issued on completion of the Yarlarweelor Acquisition which will be no later than three months after the date of this Meeting (unless a later date is permitted by ASX waiver).

(g) Reasons for the allotment

The Shares will be issued to Empire Resources as consideration for the acquisition of the Tenement. Details about the Yarlarweelor Acquisition are set out in section 2 above.

(h) Directors' interests and recommendations

The Directors’ interests and recommendations are set out in section 8.1.

(i) Independent Expert report as to whether the transaction is fair and reasonable

The Independent Expert report addresses whether the issue of Shares to Empire Resources the subject of Resolution 6 is fair and reasonable to the non-associated Shareholders. The Independent Expert Report is attached to this Explanatory Statement at Annexure 1 and concludes that the transaction is fair and reasonable to the nonassociated Shareholders.

14.3 ASX Listing Rule 7.1

Listing Rule 7.1 provides, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue without the approval of shareholders.

The issue of Shares to Empire Resources will exceed the Company's 15% capacity under Listing Rule 7.1. The purpose of Resolution 6 is to seek Shareholder approval to issue Shares to Empire Resources as the consideration payable for the acquisition of the Tenement.

Listing Rule 7.3 sets out the matters which must be included in the notice of meeting convened to seek Shareholder approval under Listing Rule 7.1. For the purposes of Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 6.

(a) The maximum number of Shares to be issued by the Company is 12,829,807 on a postconsolidation basis.
(b) The Shares will be allotted and issued no later than 3 months after the date of this Meeting (unless a later date is permitted by ASX waiver).
(c) The Shares will be issued for a deemed issue price of approximately 11.69 cents each.
(d) The allottees of the Shares will be Empire Resources Limited.
(e) The Shares to be issued will be fully paid ordinary shares of the Company that rank equally with the Company's current issued Shares.
(f) No funds will be raised by issue of these Shares. The Shares are the consideration payable by the Company for the acquisition of the Tenement.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

(g) It is intended that the Shares will be allotted on one date.

15. RESOLUTION 7 - APPROVAL TO CHANGE COMPANY NAME

In order to reflect the change in focus to a resource exploration company it is proposed to change the name of the Company to FYI Resources Limited effective from the date of completion of the Yarlarweelor Acquisition.

Section 157 of the Corporations Act requires the Company to obtain the approval of its Shareholders by special resolution to the change of the Company’s name. A special resolution must be passed by at least 75% of the votes cast by Shareholders who are entitled to vote at the meeting.

16. RESOLUTION 8 - APPROVAL TO ALLOT AND ISSUE SHARES TO RAISE FUNDS

Resolution 8 seeks Shareholder approval for the issue of up to 12,500,000 Shares at 20 cents each under ASX Listing Rule 7.1 to allow this number of Shares not to be included in the calculation under ASX Listing Rule 7.1. This will enable the Company to have the flexibility to issue equity securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval.

For the purposes of Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 8:

(a) The maximum number of securities to be issued is 12,500,000 Shares. The Company is seeking approval up to this maximum number, although the Capital Raising is likely to raise approximately $2,000,000. If $2,000,000 was raised, 10,000,000 Shares would be issued.
(b) The Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
(c) The Shares will be issued at 20 cents each.
(d) The names of the allottees are not known as it is intended that the securities will be offered to the general public under a prospectus. None of the subscribers will be a related party other than Adrian Jessup and David Sargeant who are seeking authorisation to participate under Resolutions 9 and 10.
(e) The Shares issued will be fully paid ordinary shares in the Company and will rank equally with the Company's current issued Shares.
(f) The Company intends to use the funds raised from the issue of the Shares to fund exploration on the Tenement, to pay for the costs of the Capital Raising and for general working capital.
(g) It is intended that the Shares will be allotted on one date.

17. RESOLUTIONS 9, 10 AND 11 – PARTICIPATION IN THE CAPITAL RAISING BY RUSSELL BARNETT, ADRIAN JESSUP AND DAVID SARGEANT

Resolutions 9, 10 and 11 seeks Shareholder approval for Mr Barnett as a Director and Messrs Jessup and Sergeant as proposed Directors to participate in the Capital Raising under the prospectus by the Company issuing to Mr Barnett up to 50,000 Shares and to each of Messrs Jessup and Sargeant up to 150,000 Shares.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

ASX Listing Rule 10.11 requires a company to obtain shareholder approval prior to the issue of securities to a related party. Each of Mr Barnett as a Director and Messrs Jessup and Sargeant as proposed Directors is a related party of the Company. Accordingly, the Company must obtain Shareholder approval pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of the Shares will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out a number of matters which must be included in the Meeting convened to consider Shareholder approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders:

(a) The Shares will be issued to Russell Barnett or his nominee (by Resolution 9), Adrian Jessup or his nominee (by Resolution 10) and David Sargeant or his nominee (by Resolution 11), if they elect to subscribe.
(b) The maximum number of securities the Company will issue to Russell Barnett (or his nominee) is 50,000 Shares, the maximum number to Adrian Jessup (or his nominee) is 150,000 Shares and the maximum number to David Sargeant (or his nominee) is 150,000 Shares.
(c) The Shares will be issued no later than 1 month after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
(d) The issue price of the Shares is 20 cents each and the Shares will be fully paid ordinary shares in the Company and will rank equally with the Company's current issued Shares.
(e) The Company intends to use the funds raised from the issue of the Shares to fund exploration on the Tenement, to pay for the costs of the Capital Raising and for general working capital.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

FREEDOM EYE LIMITED ACN 061 289 218

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

" Associate " has the meaning given to it by Division 2 of Part 1.2 of the Corporations Act.

" ASX " means the ASX Limited (ABN 98 008 624 691).

" ASX Listing Rules " or " Listing Rules " means the Listing Rules of the ASX.

" Board " means the Board of Directors of the Company.

" Capital Raising " means a capital raising to raise funds to complete the Yarlarweelor Acquisition and to fund exploration on the Tenement.

" Chairman " means the chairman of the Company.

" Company " or " Freedom Eye " means Freedom Eye Ltd (ACN 061 289 218).

" Constitution " means the constitution of the Company.

" Corporations Act " means the Corporations Act 2001 (Cth).

" Directors " mean the directors of the Company from time to time.

" Empire " or " Empire Resources " means Empire Resources Ltd (ACN 092 471 513).

" Explanatory Statement " means this Explanatory Statement.

" Independent Expert " means BDO Kendalls Corporate Finance (WA) Pty Ltd.

" Meeting " means the meeting convened by this Notice.

" Non-Associated Shareholders " means a Shareholder of the Company who is not receiving any benefit under, and is not an Associate of any person or entity receiving a benefit under, a relevant Resolution set out in the Notice.

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Option " means an option to subscribe for a Share in the Company.

" Resolution " means a resolution referred to in the Notice.

" Share " means a fully paid ordinary share in the capital of the Company.

" Shareholder " means a registered holder of Shares in the Company.

" Tenement " means exploration licence E52/2095.

" WST " or " Western Standard Time " means Western Standard Time, Perth, Western Australia.

" Yarlarweelor Acquisition " means the acquisition of the Tenement by the Company under the terms of an agreement dated 30 September 2009 between the Company and Empire Resources whereby the Company agreed to purchase and Empire Resources agreed to sell the Tenement.

" $ " means Australian dollars unless otherwise stated.

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

Annexure 1

Independent Expert's Report

Freedom Eye Limited Notice of General Meeting and Explanatory Statement

FINANCIAL SERVICES GUIDE

AND

INDEPENDENT EXPERT’S REPORT

FREEDOM EYE LIMITED

22 OCTOBER 2009

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BDO Kendalls Corporate Finance (WA) Pty Ltd Level 8, 256 St Georges Terrace Perth WA 6000 PO Box 7426 Cloisters Square Perth WA 6850 Phone 61 9360 4200 Fax 61 9481 2524

[email protected] www.bdo.com.au ABN 27 124 031 045 AFS Licence No. 316158

Financial Services Guide

22 October 2009

BDO Kendalls Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 (“ BDO Kendalls ” or “ we ” or “ us ” or “ ours ” as appropriate) has been engaged by Freedom Eye Limited (“ Freedom ”) to provide an independent expert‟s report on the proposal to acquire the Yarlarweelor Exploration Licence E52/2095. You will be provided with a copy of our report as a retail client because you are a shareholder of Freedom.

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (“ FSG ”). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

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Who we are and how we can be contacted;
The services we are authorised to provide under our Australian Financial Services Licence, Licence No. 316158;
Remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
Any relevant associations or relationships we have; and
Our internal and external complaints handling procedures and how you may access them.

Information about us

BDO Kendalls Corporate Finance (WA) Pty Ltd is a member firm of the BDO Kendalls network in Australia, a national association of separate partnerships and entities. The financial product advice in our report is provided by BDO Kendalls Corporate Finance (WA) Pty Ltd and not by BDO Kendalls or its related entities. BDO Kendalls and its related entities provide services primarily in the areas of audit, tax, consulting and financial advisory services.

We do not have any formal associations or relationships with any entities that are issuers of financial products. However, you should note that we and BDO Kendalls (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence that authorises us to provide general financial product advice for securities to retail and wholesale clients.

When we provide the authorised financial services we are engaged to provide expert reports in connection with the financial product of another person. Our reports indicate who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you.

General Financial Product Advice

We only provide general financial product advice, not personal financial product advice. Our report does not take into account your personal objectives, financial situation or needs.

You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

Page 2

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Financial Services Guide

Fees, Commissions and Other Benefits that we may receive

We charge fees for providing reports, including this report. These fees are negotiated and agreed with the person who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee for this engagement is approximately $18,000.

Except for the fees referred to above, neither BDO Kendalls, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

We have received a fee from Freedom for our professional services in providing this report. That fee is not linked in any way with our opinion as expressed in this report.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Complaints resolution

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Kendalls Corporate Finance (WA) Pty Ltd, PO Box 7426 Cloisters Square, Perth WA 6850.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service (“ FOS ”). FOS is an independent organisation that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry. FOS will be able to advise you as to whether or not they can be of assistance in this matter. Our FOS Membership Number is 12561.

Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001 Toll free: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected]

Contact details

You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.

FREEDOM EYE LIMITED

INDEPENDENT EXPERT’S REPORT

1.	I NTRODUC TI ON ......................................................................... 1
2.	S UM M ARY AND OP I NI ON .............................................................. 1
3.	SCOP E OF THER EP ORT ............................................................. 3
4.	OUTLI NE OF THE TR ANS AC TI ON .................................................... 4
5.	P ROFILE OF FREE DOM E YE LIM I TE D ............................................... 5
6.	THE Y ARL ARW E ELOR P RO JE CT ..................................................... 8
7.	P ROFILE OF EM P I RE RE S OURCE S LIM I TE D ....................................... 9
8.	UR ANI UM I NDUS TRY AN AL YS I S .................................................... 13
9.	V ALU ATI ON AP P RO ACH AD OP TE D ................................................. 16
10.	V AL U ATI ON OFF RE E DOMPRI OR TOT R ANS AC TI ON .......................... 18
11.	V ALU ATI ON OF FREE DOM FOLLOW I NG THE TR ANS AC TI ON .................. 23
12.	I S THE TR ANS AC TI ON F AI R? ....................................................... 25
13.	I S THE TR ANS AC TI ON R E AS ON ABLE? ............................................ 25
14.	CONCLUS I ON .......................................................................... 28
15.	S OURCE S OF I NFORM ATI ON ........................................................ 29
16.	I NDE PE NDE NCE ....................................................................... 29
17.	QU AL I FI C ATI ONS ..................................................................... 29
18.	DI S CL AI M E RS AND CON S E NTS ..................................................... 30

A P P E NDI X 1 – G LOS S ARY

A P P E NDI X 2 – V ALU ATI ON M E THODOLOGI ES

A P P E NDI X 3 – Q U AN TI A P TY L TD V ALU ATI ON R E P ORT

A P P E NDI X 4 – V I DORO P TY L TD V ALU ATI ON R E P ORT

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

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22 October 2009

BDO Kendalls Corporate Finance (WA) Pty Ltd Level 8, 256 St Georges Terrace Perth WA 6000 PO Box 7426 Cloisters Square Perth WA 6850 Phone 61 9360 4200 Fax 61 9481 2524

[email protected] www.bdo.com.au ABN 27 124 031 045 AFS Licence No. 316158

The Directors Freedom Eye Limited PO Box 1102 EAST VICTORIA PARK WA 6981

Dear Sirs

INDEPENDENT EXPERT'S REPORT

1. I NTRODUC TI ON

On 28 August 2009, Freedom Eye Limited (“ Freedom ” or “ the Company ”) announced the signing of an option to acquire exploration licence E52/2095 (“ the Yarlarweelor Project ” or “ the Project ”) from Empire Resources Limited (“ Empire ”). On 1 October 2009 Freedom announced the intention to exercise that option (“ the Transaction ”).

The Transaction will result in Empire holding in excess of 20% of the issued capital of Freedom. As such, we have prepared a report on whether the Transaction is fair and reasonable to the non-associated shareholders of Freedom (“ Shareholders ”).

2. S UM M ARY AND O P I NI ON

2.1 Purpose of the report

The directors of Freedom have requested that BDO Kendalls Corporate Finance (WA) Pty Ltd (“ BDO Kendalls ”) prepare an independent expert‟s report (“ our Report ”) to express an opinion as to whether or not the acquisition of the Yarlarweelor Project (“ the Transaction”) is fair and reasonable to the non associated shareholders of Freedom (“ Shareholders ”).

Our Report is prepared pursuant to Section 611 of the Corporations Act in order to assist the Shareholders in their decision whether to approve the Transaction.

Our Report is to be included in the Explanatory Memorandum for Freedom to be sent to all Shareholders to assist them in deciding whether to approve the Transaction.

2.2 Approach

Our Report has been prepared having regard to Australian Securities and Investments Commission (“ ASIC ”) Regulatory Guide 111 (“ RG 111 ”), „Content of Expert‟s Reports‟ and Regulatory Guide 112 (“ RG 112 ”) „Independence of Experts‟.

In arriving at our opinion, we have assessed the terms of the Transaction as outlined in the body of this report. We have considered:

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How the value of 30 Freedom shares prior to the Transaction compares to the value of a Freedom share following the Transaction;
The likelihood of a superior alternative strategy being available to Freedom;

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Page 2 Freedom Eye Limited 22 October 2009

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Other factors which we consider to be relevant to Shareholders in their assessment of the Transaction; and
The position of Shareholders should the Transaction not proceed.

2.3 Opinion

We have considered the terms of the Transaction as outlined in the body of this report and have concluded that the Transaction is fair and reasonable to Shareholders .

We believe that the Directors would be justified in recommending that Shareholders vote in favour of the Transaction.

2.4 Fairness

In Section 12 we determined that the pre Transaction value of thirty Freedom shares compares to the value one post Transaction Freedom share, as detailed hereunder.

	Ref	Low	Preferred	High
		$	$	$
Value of thirty Pre-Transaction shares	10.3	0.104	0.104	0.104
Value of one Post-Transaction share	11.1	0.124	0.125	0.125

The above valuation ranges are graphically presented below:

	Valuation	Summary
Value of one Post-
Transaction Freedom
Share
Value of 30 Pre-
Transaction Freedom
Shares
0.100 0.105	0.110	0.115	0.120 0.125	0.130
		$

The above pricing indicates that in the absence of any other relevant information the Transaction is fair for Shareholders.

2.5 Reasonableness

We have considered the analysis in Section 13 of this report, in terms of both

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advantages and disadvantages of the Transaction; and
alternatives, including the position of Shareholders if the Transaction does not proceed.

In our opinion, the position of Shareholders if the Transaction is approved is more advantageous than the position if the Transaction is not approved. Accordingly, in the absence of any other relevant information we believe that the Transaction is reasonable for Shareholders.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

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The respective advantages and disadvantages considered are summarised below:

	ADVANTAGES AND DISADVANTAGES	ADVANTAGES AND DISADVANTAGES	ADVANTAGES AND DISADVANTAGES
Section	Advantages	Section	Disadvantages
13.4	Exposure to uranium asset	13.5	Dilution of interest in Freedom
	Experience of new directors joining Freedom Board		Loss of Board control

	Potential increased liquidity in Freedom shares		Loss of Shareholder control

	The Transaction is fair		Requirement for additional exploration funding

			No guarantee of Project success

Other key matters we have considered include:

Section	Description
13.1	We are not aware of any alternative proposals that may provide a premium to
	Shareholders over that of the Transaction
13.2	Empire‟s practical level of control will be less than if it held 100% of Freedom
13.3.1	If the Transaction is not approved then Freedom will continue to source new
	opportunities

3. S COP E OF THE R EP ORT

3.1 Purpose of the Report

Section 606 of the Corporations Act Regulations (“ the Act ”) expressly prohibits the acquisition of shares by a party if that acquisition will result in that person (or someone else) holding an interest in 20% or more of the issued shares of a public company, unless a full takeover offer is made to all shareholders. As a result of the Transaction Empire will hold approximately 35% of the issued shares in Freedom.

Section 611 permits such an acquisition if the shareholders of that entity have agreed to the issue of such shares. This agreement must be by resolution passed at a general meeting at which no votes are cast in favour of the resolution by any party who is associated with the party acquiring the shares, or by the party acquiring the shares. Section 611 states that shareholders of the company must be given all information that is material to the decision on how to vote at the meeting.

Regulatory Guide 74 issued by ASIC deals with "Acquisitions Agreed to by Shareholders". It states that the obligation to supply shareholders with all information that is material can be satisfied by the non-associated directors of Freedom, by either:

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undertaking a detailed examination of the Transaction themselves, if they consider that they have sufficient expertise; or
by commissioning an Independent Expert's Report.

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The directors of Freedom have commissioned this Independent Expert's Report to satisfy this obligation.

3.2 Regulatory guidance

The Act does not define the meaning of “fair and reasonable”. In determining whether the Transaction is fair and reasonable, we have had regard to the views expressed by ASIC in RG 111. This regulatory guide provides guidance as to what matters an independent expert should consider to assist security holders to make informed decisions about transactions.

This regulatory guide suggests that where the transaction is a control transaction the expert should focus on the substance of the control transaction rather than the legal mechanism to affect it. RG 111 suggests that where a transaction is a control transaction it should be analysed on a basis consistent with a takeover bid.

In our opinion the Transaction is a control transaction as defined by RG 111 and we have therefore assessed the Transaction to consider whether in our opinion it is fair and reasonable to Shareholders.

3.3 Adopted basis of evaluation

RG 111 states that a transaction is fair if the value of the offer price or consideration is greater than the value of the securities subject of the offer. Further to this, RG 111 states that a transaction is reasonable if it is fair. It might also be reasonable if despite being „not fair‟ the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid.

Having regard to the above, BDO Kendalls has completed this comparison in two parts:

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A comparison between the value of 30 Freedom shares prior to the transaction and the value of one Freedom share following the Transaction (fairness – see Section 12 “Is the Transaction Fair?”); and
An investigation into other significant factors to which Shareholders might give consideration, prior to approving the Transaction, after reference to the value derived above (reasonableness – see Section 13 “Is the Transaction Reasonable?”).

4. OUTLI NE OF THE TR ANS AC TI ON

On 28 August 2009 Freedom announced that it had purchased an option to acquire the Yarlarweelor Project from Empire. On 1 October 2009 Freedom announced that it intended to exercise that option and had signed a tenement acquisition agreement. The key terms of this agreement are set out below:

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Freedom will acquire the Yarlarweelor Exploration License E52/2095;
Freedom will consolidate its current issued share capital to achieve a share price of not less than $0.20. The share consolidation to be approved by Shareholders in Resolution 5 is 30:1;
Following consolidation, Freedom will issue Empire with the equivalent of 40% of postconsolidation issued share capital. Resolution 2 seeks Shareholder approval to issue 12,829,807 shares to Empire;

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Following the share issue to Empire, Freedom will complete a capital raising for a minimum $1,000,000 at a price of not less than $0.20 per share. Resolution 8 seeks Shareholder approval to allot and issue up to 12.5 million shares to raise $2.5 million;
Empire will be offered two positions on the Freedom Board that is to be reduced to three directors in total; and
The transaction is subject to shareholder approval.

The table below sets out the effect the Transaction will have on the interests held by Shareholders in Freedom:

	Pre Transaction	Pre Transaction	Post Transaction	Post Transaction
	No. of	%	No. of	%
	Shares		Shares
Current
Shareholders	577,341,330	100.0%	19,244,711	45.7%
Empire	-	-	12,829,807	30.5%
Capital Raising Participants	-	-	10,000,000	23.8%
TOTAL	577,341,330	100.0%	42,074,518	100.0%

In addition to the shares on issue above, Freedom will have 551,667 options on issue if the Transaction is approved. If these options were exercised then the post Transaction interest held by Shareholders in Freedom would be further reduced to 45.1%.

5. P ROFILE OF FREE DOM EYE LIM I TE D

5.1 History

Freedom is an Australian public company headquartered in Perth, Western Australia. The Company listed on the ASX as Brittania Gold NL on 20 January 1994 and changed its name in 2001 to Solbec Pharmaceuticals Limited to reflect its new direction in pharmaceuticals research and development. In December 2008 Solbec became Freedom and continued to develop its lead compound Coramsine and planned expansion into ophthalmology day surgery practices. Freedom held an option to acquire Vista Vision, a Malaysian based eye surgery practice, that it let expire in March 2009. Freedom out-licensed the Coramsine intellectual property in April 2009.

At present, the only significant asset held by the Company is its Baldivis property south of Perth. Key personnel of Freedom include:

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Mr Russell Barnett – Non-Executive Chairman, Director
Mr Grant Barnett – Director
Dr David Sparling – Director
Mr Phillip MacLeod – Company Secretary

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The Directors Freedom Eye Limited

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5.2 Historical Balance Sheet

	As at 30 June 2009 $ As at 30 June 2008 $
Balance Sheet
CURRENT ASSETS Cash and cash equivalents Trade and other receivables Available for sale financial assets Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Land and buildings at fair value Other property, plant and equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Payables Provisions Other TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Capital/contributed capital Reserves Retained profits (accumulated losses) TOTAL EQUITY	184,733 1,472,616 66,137 263,924 54,000 - 21,711 103,601
	326,581 1,840,141 1,800,000 2,350,000 8,066 96,738
	1,808,066 2,446,738
	2,134,647 4,286,879
	138,467 121,908 39,463 30,698 - 387,330
	177,930 538,936 20,324 27,607
	20,324 27,607
	198,254 566,543

	1,936,393 3,720,336
	23,371,423 23,336,696 2,219,102 2,579,718 (23,654,132) (22,196,078)
	1,936,393 3,720,336

Source: Freedom Eye Ltd Annual Financial Report 2009

The change in land and buildings is attributable to a revaluation of the Company‟s Baldivis property and the decrease in other property, plant and equipment reflects disposals and depreciation during the period. The decrease in other current liabilities is attributable to unearned grant income that was repaid in the year to 30 June 2009.

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The Directors Freedom Eye Limited

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5.3 Historical Income Statements

	Year ended 30 June 2009 $ Year ended 30 June 2008 $
Income Statement
Revenue Government grants and rebates Interest revenue Sale of mineral royalty Other Total Revenue Expenses Depreciation and amortisation Research and development Net loss on sale of plant and equipment Impairment of plant and equipment Write off of leasehold improvements Administration expenses Loss before income tax expense Income tax expense / (benefit) Net loss	9,723 378,243 47,781 136,519 100,000 - 18,784 766
	176,288 515,528 (118,306) (127,587) (214,496) (387,594) - (54,852) - (17,675) - (65,707) (1,136,540) (1,248,410)
	(1,293,000) (1,386,000) 165,000 (330,000)
	(1,458,000) (1,056,000)

Source: Freedom Eye Ltd Annual Financial Report 2009

Revenue decreased considerably on the previous year, predominantly due to a decrease in grants attributable to reduced research and development activities. There was also a reduction in interest revenue. These reductions were partially offset by the one off sale of a mineral royalty entitlement held by Freedom.

Evaluation of a proposed expansion into day surgery practices meant consulting and legal expenses were higher, however Freedom did not pursue this opportunity

5.4 Capital Structure

The share structure of Freedom as at 5 October 2009 is outlined below:

	Number
Total Ordinary Shares on Issue Top 20 Shareholders Top 20 Shareholders - % of shares on issue	577,341,330 254,528,554
	44.1%

Source: Freedom Management

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The Directors Freedom Eye Limited

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The range of shares held in Freedom as at 5 October 2009 is as follows:

	No. of Ordinary Shareholders
Range of Shares Held
1-1,000	43
1,001-5,000	253
5,001-10,000	370
10,001-100,000	1,261
100,001 – and over	539
TOTAL	2,466

Source: Freedom Management

The ordinary shares held by the most significant shareholders as at 5 October 2009 are detailed below:

		Percentage of Issued Shares (%)
	No of Ordinary Shares Held
Name
GKB Global Pty Ltd Yandal Investments Pty Ltd Kirke Securities Limited Apple Nominees Pty Ltd Total Top 4 Others Total Ordinary Shares on Issue	53,663,793 9.29% 25,114,286 4.35% 15,000,000 2.60% 14,400,000 2.49%
	108,178,079 18.74% 469,163,251 81.26%
	577,341,330 100.00%

Source: Freedom Management

6. THE Y ARL ARW E ELOR P RO JE CT

6.1 History

The Yarlarweelor Project (“ the Project ”) comprises exploration license E52/2095 that covers an area of 492km[2] , located 125km north of Meekatharra in Western Australia. The five year tenement was granted in August 2007 and expires in August 2012.

The Project area was first surveyed by Agip Australia Pty Ltd (“ Agip ”) in 1978. Agip‟s appraisal of the area involved geological mapping, ground radiometrics, blasting and percussion drilling. Uranite was identified in the area, with results ranging from narrow widths of moderate grade mineralisation to broad widths of low grade mineralization. While uranium prices at the time were too low to make the resource economically feasible to recover, today‟s prices could indicate otherwise if a large resource can be defined.

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The Directors Freedom Eye Limited

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Another key factor in the potential development of a mine at Yarlarweelor is the revocation of the ban on mining uranium in Western Australia in 2008.

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Source: Independent Valuation Report, Vidoro Pty Ltd

The exploration license was acquired by Empire in 2007 under an option agreement with Zetek Resources Pty Ltd. On 28 August 2009 Freedom executed a six month option to evaluate and potentially acquire the exploration license from Empire. At present no JORC compliant estimation of the resource has been performed.

7. P ROFILE OF EM P I RE RES OURCE S LIM I TE D

7.1 History

Empire is an Australian public company focused on the exploration and evaluation of mining properties in Australia. Listed in 2007, the Company‟s attention is centered on gold and copper deposits due to favourable price outlooks and their relative ease of development.

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Empire is currently undertaking eight exploration projects, seven in Western Australia and one in South Australia, the location of which can be seen on the map below.

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Source: www.resourcesempire.com.au

Empire has identified a gold resource at Penny‟s Find, a nickel-cobalt resource at Larkin‟s Find and a copper-gold resource at Yuinmery. The remaining projects are prospective for gold, copper, uranium, diamonds, nickel and PGM mineralisation.

As at 30 June 2009 Empire held roughly $810,000 in cash and cash equivalents. Since then the company has raised an additional $630,000 via a share placement to Bligh Capital and Kirke Securities at $0.05 per share. It is anticipated that these funds will be used to carry out drilling programs at Empires‟ Troy Creek and Yuinmery copper projects and Yarlarweelor uranium project.

The most recent capital raising followed an $850,000 share placement in July 2008 with Apex Minerals NL. Empire is confident in its ability to continue making capital raisings on a timely basis as required for project development. The company‟s market capitalisation as at 5 October 2009 was $7.44 million.

Empire‟s long term goal is to become a successful mining house through the acquisition of new projects and development of existing projects.

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The Directors Freedom Eye Limited

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7.2 Directors

The directors of Empire and their relevant experience are set out below.

Director	Experience
Adrian Jessup	Mr. Jessup holds a Bachelor of Science degree (with honours)
Executive Director	in economic geology from the University of Sydney and has
	more than 35 years continuous experience as a geologist,
	company director and consultant involved in mineral exploration,
	ore deposit evaluation and mining. He is a member of
	Australasian Institute of Mining and Metallurgy (“AusIMM”), the
	Geological Society of Australia and the Australian Institute of
	Geoscientists.
	For the past twelve years, Mr Jessup has operated a geological
	consulting company. During that time, he was a founding
	director of Sylvania Resources Limited and remained on the
	board for two years. Prior to that, Mr Jessup was managing
	director of Giralia Resources NL for eight years, from the
	company's inception in 1987. Previously, he had worked for
	AMAX Exploration Inc., as a senior geologist and as regional
	manager in charge of that company's mineral exploration in
	Western Australia.
David Sargeant	Mr. Sargeant who holds a Bachelor of Science degree in
Managing Director	economic geology from the University of Sydney has more than
	35 years experience as a geologist, consultant and company
	director. As such, he has been involved in numerous mineral
	exploration, ore deposit evaluation and mining development
	projects and is a member of AusIMM and the Geological Society
	of Australia.
	During his career, Mr Sargeant has held a range of senior
	positions, including that of senior geologist with Newmont Pty
	Ltd and senior supervisory geologist with Esso Australia Ltd at
	the time of the Harbour Lights Gold Mine discovery and
	development. Further, Mr Sargeant was the first chief geologist
	at Telfer Gold Mine during exploration, development and
	production at that project. In addition, he was exploration
	manager for the Adelaide Petroleum NL group of companies,
	manager of resources development for Sabminco NL and a
	technical director of Western Reefs Limited during the period in
	which that company became a successful producer at the
	Dalgaranga Gold Project.

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Director	Experience
Adrian Griffin	Mr. Griffin graduated from the University of Melbourne in 1975
Non Executive Chairman	and is a member of the AusIMM and the Geological Society of
	Australia. He began his professional career with exploration for
	base metals in Tasmania. He went on to develop mine planning,
	grade control and exploration methods in iron ore with BHP.
	In the 1980s, Mr Griffin was operations manager for a number of
	public companies involved in the mining and production of gold
	and base metals throughout Australia and southeast Asia. In
	1988, he managed the commissioning of underground
	production at the Bellevue gold mine in Western Australia.
	Mr Griffin began consulting to the mining industry in 1990 and
	has held board positions with a number of public companies
	since then. His management experience is broad,
	encompassing as it does exploration, financing, development,
	commissioning and the production of a wide range of mineral
	commodities.

Source: www.resourcesempire.com.au

It should be noted that if the Transaction is approved by Shareholders, David Sargeant and Adrian Jessup will take up two of the three director positions on a revised Freedom Board.

7.3 Historical Balance Sheet

	As at 30 June 2009 $ As at 30 June 2008 $
Balance Sheet
CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant & equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Retained profits (accumulated losses) TOTAL EQUITY	809,433 1,361,273 15,648 67,899
	825,081 1,429,172 58,004 82,605
	58,004 82,605
	883,085 1,511,777
	101,287 525,604
	101,287 525,604
	101,287 525,604
	781,798 986,173
	10,269,731 9,420,471 625,265 511,541 (10,113,198) (8,945,839)
	781,798 986,173

Source: Empire Resources Limited Annual Financial Report 2009

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Cash and cash equivalents decreased by $551,840 on the previous year, reflecting exploration costs over the period. Exploration, evaluation and acquisition costs are written off in the year incurred; hence, Empire does not hold any value in its balance sheet related to exploration of tenements.

7.4 Historical Income Statements

	Year ended 30 June 2009 $ Year ended 30 June 2008 $
Income Statement
Revenue Revenue Other Income Total Revenue Expenses Depreciation expense Exploration expense Impairment of receivable Employee benefits expense Management fee expense Accounting expense Consultancy expense ASX expense Share based payment Corporate relations expense Insurance expense Other expense Loss before income tax expense Income tax expense Net loss	65,206 177,529 74,526 111,237
	139,732 288,766 (24,601) (23,919) (647,618) (3,324,163) - (80,000) (20,149) (14,606) (260,103) (228,693) (42,855) (45,600) (200) (14,110) (24,938) (47,251) (113,724) (18,954) (23,315) (25,345) (16,107) (28,252) (133,481) (150,888)
	(1,167,359) (3,713,015) - -
	(1,167,359) (3,713,015)

Source: Empire Resources Limited Annual Financial Report 2009

The majority of the reduction in net loss over the most recent financial year is attributable to a decrease of $2,676,545 in exploration expense.

8. UR ANI UM I NDUS TRY AN AL YS I S

Uranium mining is the extraction of uranium ore from the ground. As uranium deposits are relatively rarely found, mining is concentrated to a few countries worldwide. The most common method of extraction is open pit mining due to the volume intense nature of extraction. This is attributable to uranium ore mostly occurring at relatively low concentrations.

A prominent use of uranium from mining is as fuel for nuclear power plants. As of 2008, known economically recoverable uranium ore resources are estimated to be sufficient to produce fuel for about a century, based on current consumption rates.

The state of the world‟s uranium market is almost wholly dependent on the global fortunes of the nuclear power generation industry. All of Australia‟s uranium is used for

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electricity generation. The nuclear energy sector is currently enjoying a revitalisation. There are two major strategic reasons for this and a number of tactical or technical factors. Among the tactical or technical factors is the fact that a new generation of reactor designs promise even greater safety margins as well as significantly cheaper electricity. In addition, ideological issues from the 1970s and 1980s have less significance with a generation that has grown up since the end of the Cold War.

The two major factors which are driving the recovery of nuclear power around the world are concerns about energy security and climate change.

8.1 Uranium Mining in Australia

Australia has the world's largest uranium reserves – 24% of the planet's known reserves. The majority of these reserves are located in South Australia with other important deposits in Queensland, Western Australia and the Northern Territory.

The picture below illustrates areas within Australia of current uranium mines, deposits or prospective mines, and former mines.

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Source : http://aua.org.au

As at November 2008, there were three operating uranium mines in Australia: Olympic Dam and Beverley in South Australia, and Ranger in Northern Territory. A fourth was expected to start operation in 2009: Honeymoon, in South Australia, but a new mine on the Four Mile deposit close to Beverley may be in production before Honeymoon.

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The Directors Freedom Eye Limited

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The following table shows the recent production of uranium from Australian Mines:

	Australian Uranium Mining Production
Tonnes of U3O8 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08
Ranger 4,612 3,815 5,312 4,667 5,544 5,183 5,256 5,273 Olympic Dam 4,814 3,253 3,075 3,993 4,356 3,912 3,474 4,115 Beverley 219 649 762 873 1,064 854 847 707 Total 9,645 7,717 9,149 9,533 10,964 9,949 9,577 10,095

Source: http://www.world-nuclear.org

Australia's uranium is sold strictly for electrical power generation only, and safeguards are in place to ensure this. Australia is a party to the Nuclear Non-Proliferation Treaty (“ NPT ”) as a non-nuclear weapons state. Australia‟s safeguards agreement under the NPT came into force in 1974 and in 1997 it was the first country in the world to bring into force the Additional Protocol in relation to this. In addition to these international arrangements Australia requires customer countries to have entered a bilateral safeguards treaty which is more rigorous than NPT arrangements.

The following table shows the recent exporting of Australian uranium:

	Australian Uranium Mining Exports
2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08
Tonnes U3O8 9,723 7,366 9,592 9,099 11,215 10,252 9,518 10,151 A$million 497 361 427 364 475 545 658 887

Source: http://www.world-nuclear.org

The failure to convert a strong resources position into a comparable share of the world‟s uranium market does not reflect badly on Australian industry. Rather it reflects a political situation where Australians have been divided in terms of their attitude to the industry.

Opposition to the uranium industry developed in the late 1970s and then in the early1980s manifested itself in a policy adopted by the Australian Labor Party (“ ALP ”) that limited the industry to three existing mines. Until this policy was overturned by the ALP in April 2007, it discouraged exploration and prevented the development of new uranium mines in Australia for nearly a quarter of a century. Although the ALP‟s change in policy in 2007 should have removed the main regulatory barrier to industry development, there has been a delay in the implementation of the policy at the State level.

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The Directors Freedom Eye Limited

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8.2 Uranium Pricing

The uranium spot price as at 5 October 2009 was US$43.50/lb U3O8. The following graph shows historical U3O8 prices since January 2006:

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Source: http://www.uxc.com

The current spot price has remained under pressure from concerns of fund selling and postponed utility discretionary purchases. The Fund Implied Price, a leading indicator of current spot price performance, has traded in a range of US$44/lb to US$52/lb since the beginning of July 2009. This is up from US$35/lb at the end of March 2009, indicating market expectations of downside risk in the short term have eased, in line with broader equity market trends. The long term contract uranium price is around US$65/lb. This is seen as being relatively stable, since peaking at US$95/lb during 2007/2008. Reasons behind the long term price being greater than the short term price include anticipated growth in nuclear reactors worldwide as well as the risk of shortage in supply over the next 5-10 years.

9. V ALU ATI ON AP P RO ACH AD OP TE D

There are a number of methodologies which can be used to value a business or the shares in a company. The principal methodologies which can be used are as follows:

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Net Tangible Assets on a going concern basis (“ NTA ”)
Quoted Market Price Basis (“ QMP ”)
Capitalisation of future maintainable earnings (“ FME ”)
Discounted Cash Flow (“ DCF ”)

A summary of the methodologies utilised is outlined in Appendix 2.

Different methodologies are appropriate in valuing particular companies, based on the individual circumstances of that company and available information. In our assessment of the value of Freedom shares we have chosen to employ the following methodologies:

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Quoted market price value
Net tangible asset on a going concern value

We have chosen these methodologies for the following reasons:

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 17 22 October 2009

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As we are comparing the value of a Freedom share prior to the Transaction and following the Transaction, the NTA methodology provides a logical method for this analysis;
The core value of Freedom is the property it holds. This property is recorded as an asset in the balance sheet. From this we are able to value Freedom using the net assets on a going concern basis;
We have instructed Quantia Pty Ltd (“ Quantia ”) to prepare an independent specialist‟s valuation on the property held by Freedom. Quantia‟s report is attached as Appendix 3;
In order to place a value on the Yarlarweelor Project we have instructed Vidoro Pty Ltd (“ Vidoro ”) to prepare in independent specialist valuation on the value of the Yarlarweelor Project. Vidoro‟s report is attached as Appendix 4;
Freedom‟s shares are traded on the ASX. This means there is a regulated and observable market where Freedom‟s shares can be traded. However, in order for the quoted market price to be considered appropriate the company‟s shares should be liquid and the market should be fully informed as to Freedom‟s activities. We have considered these factors in Section 10.2;
Freedom is not currently operating profitably and does forecast operating profitably in the foreseeable future. As such, the DCF methodology is not appropriate in valuing the shares of Freedom; and
As Freedom is not currently operating profitably, the FME valuation methodology is not appropriate.

9.1 Assumptions Made in Our Valuation Approach

In order to arrive at a valuation of Freedom for the purpose of comparing the value of the Company pre and post Transaction, we have made the following assumptions:

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Freedom shares will be consolidated on a 30 for 1 basis; and
The capital raising will be carried out at a value of $0.20 per share to raise an amount of $2 million in accordance with Resolution 8.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 18 22 October 2009

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10. V AL U ATI ON OF F RE E DOM P RI OR TO T R ANS AC TI ON

10.1 Net Tangible Asset Valuation of Freedom

The value of Freedom‟s assets on a going concern basis prior to the Transaction is reflected in our valuation below:

	Audited as at 30 June 2009 $ Low valuation $ Preferred valuation $ High valuation $ 184,733 628,323 628,323 628,323 66,137 66,137 66,137 66,137 54,000 103,500 103,500 103,500 1,800,000 1,350,000 1,350,000 1,350,000 29,777 29,777 29,777 29,777
Ref
Assets Cash and cash equivalents 10.1.1 Trade and other receivables Available for sale financial assets 10.1.2 Land and buildings at fair value 10.1.3 Other assets Total Assets Liabilities Payables Provisions Total Liabilities Net Assets Shares on issue Value of a Freedom share
	2,134,647 2,177,737 2,177,737 2,177,737 138,467 138,467 138,467 138,467 59,787 59,787 59,787 59,787
	198,254 198,254 198,254 198,254
	1,936,393 1,979,483 1,979,483 1,979,483
	577,341,330 577,341,330 577,341,330 577,341,330 0.003 0.003 0.003

We have been advised that apart from the changes outlined below there has not been a significant change in the net assets of Freedom since 30 June 2009. The table above indicates the net asset value of a Freedom share has a preferred value of $0.003.

The following adjustments were made to the net assets of Freedom as at 30 June 2009 in arriving at our valuation.

10.1.1 Cash and cash equivalents

Freedom completed a capital raising on 27 July 2009 involving the issue of 288.67 million shares at $0.002 per share to raise $577,340. The approximate cost of the capital raising was $26,000. Also since 30 June 2009 the position of Chief Operating Officer was made redundant and Dr David Sparling received a retrenchment payment of $107,750. Cash and cash equivalents has been adjusted accordingly to reflect these transactions.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 19 22 October 2009

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10.1.2 Available for sale financial assets

Available for sale financial assets comprises a shareholding in Reward Minerals Limited of 150,000 shares. This item has been adjusted to reflect the value of the shareholding as at 15 October 2009, being $ 103,500.

10.1.3 Land and buildings at fair value

We instructed Quantia to provide an independent market valuation of the Company‟s property interest. Located at 512 St Albans Road, Baldivis WA, the property is a vacant 7.11 hectare parcel of land improved with a metal shed, water tank, bore and reticulation cistern. Quantia arrived at its valuation of the property using a Direct Comparison and Summation Approach. Details of these valuation methods are included in Quantia‟s report attached as Appendix 3.

Quantia has valued the property at $1.35 million. Land and buildings at fair value has been adjusted to reflect this value.

10.2 Quoted Market Prices for Freedom Securities

To provide a comparison to the valuation of Freedom in Section 10.1, we have also assessed the quoted market price for a Freedom share.

The quoted market value of a company‟s shares is reflective of a minority interest. A minority interest is an interest in a company that is not significant enough for the holder to have an individual influence in the operations and value of that company.

RG 111.22 suggests that when considering the value of a company‟s shares for the purposes of approval under Item 7 of s611 the expert should consider a premium for control. An acquirer could be expected to pay a premium for control due to the advantages they will receive should they obtain 100% control of another company. These advantages include the following:

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control over decision making and strategic direction
access to underlying cash flows;
control over dividend policies; and
access to potential tax losses.

Whilst Empire will not be obtaining 100% of Freedom, RG 111 states that the expert should calculate the value of a target‟s shares as if 100% control were being obtained. RG 111.24 states that the expert can then consider an acquirer‟s practical level of control when considering reasonableness. Reasonableness has been considered in Section 13.

Therefore, our calculation of the quoted market price of a Freedom share including a premium for control has been prepared in two parts. The first part is to calculate the quoted market price on a minority interest basis. The second part is to add a premium for control to the minority interest value to arrive at a quoted market price value that includes a premium for control.

10.2.1 Minority interest value

Our analysis of the quoted market price of a Freedom share is based on the pricing prior to the announcement of the Transaction. This is because the value of a Freedom share after the announcement may include the affects of any change in value as a

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Page 20 Freedom Eye Limited 22 October 2009

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result of the Transaction. However, we have considered the value of a Freedom share following the announcement when we have considered reasonableness in Section 13.

Information on the Transaction was announced to the market on 28 August 2009. Therefore, the following chart provides a summary of the share price movement over the year to 26 August 2009, which was the last trading day prior to the trading halt before the announcement.

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

0.018 3.0
0.016
2.5
0.014
0.012 2.0
0.010
$
1.5
0.008
0.006 1.0
0.004
0.5
0.002
- 0.0
Aug 08 Sep 08 Oct 08 Nov 08 Dec 08 Jan 09 Mar 09 Apr 09 May 09 Jun 09 Jul 09 Aug 09
Volume Closing share price
Millions
----- End of picture text -----

Source: Bloomberg

The daily price of Freedom shares from 26 August 2008 to 26 August 2009 has ranged from a high of $0.019 on 10 September 2008 to a low of $0.002 on 26 June 2009.

The graph above illustrates the volatility of Freedom‟s share price on the back of inconsistent volumes. A gradual decline in the Company‟s share price has been witnessed over the past year, with the stock staging somewhat of a recovery over August 2009 amid a marked increase in volumes. The only price sensitive announcement that this trading could be attributable is the release of quarterly results on 30 July 2009.

To provide further analysis of the market prices for a Freedom share, we have also considered the weighted average market price for 10, 30, 60 and 90 day periods to 26 August 2009.

	26 August 2009	10 Days	30 Days	60 Days	90 Days
Closing Price	$0.007
Weighted Average		$0.008	$0.007	$0.006	$0.006

The above weighted average prices are prior to the date of the announcement of the Transaction, to avoid the influence of any increase in price of Freedom shares that has occurred since the offer was announced.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Page 21 Freedom Eye Limited 22 October 2009

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An analysis of the volume of trading in Freedom shares for the twelve months to 26 August 2009 is set out below:

			Cumulative	As a % of
	Share	Share	Volume	Issued
	price low	price high	traded	capital
1 day	$0.007	$0.007	273,000	0.14%
10 days	$0.006	$0.010	10,338,102	5.31%
30 days	$0.004	$0.010	20,992,364	10.78%
60 days	$0.002	$0.010	27,083,521	13.90%
90 days	$0.002	$0.010	31,069,651	15.95%
180 days	$0.002	$0.011	35,039,453	17.99%
1 year	$0.002	$0.019	42,741,739	21.94%

The increase in volume from the 10 day to the 30 day period prior the announcement of the Transaction coincides with the listing of shares from a capital raising completed on 27 July 2009.

The table indicates that Freedom‟s shares display a low level of liquidity, with 21.94% of the Company‟s current issued capital being traded in a twelve month period. For the quoted market price methodology to be reliable there needs to be a „deep‟ market in the shares. RG 111.53 indicates that a „deep‟ market should reflect a liquid and active market. We consider the following characteristics to be representative of a deep market:

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Regular trading in a company‟s securities;
Approximately 1% of a company‟s securities are traded on a weekly basis;
The spread of a company‟s shares must not be so great that a single minority trade can significantly affect the market capitalisation of a company; and
There are no significant but unexplained movements in share price.

A company‟s shares should meet all of the above criteria to be considered „deep‟, however, failure of a company‟s securities to exhibit all of the above characteristics does not necessarily mean that the value of its shares cannot be considered relevant.

We do not consider that there is a deep market in Freedom‟s shares, however, as trading on the ASX is the only avenue for a minority interest to be disposed then we consider the quoted market price to be relevant when considering the value of a Freedom share alongside another valuation method.

Our assessment is that a range of values for Freedom shares based on market pricing, after disregarding post announcement pricing, is between $0.006 and $0.008, with a preferred value of $0.007.

10.2.2 Control Premium

We have reviewed the control premiums paid by acquirers of companies listed on the ASX. We have summarised our findings below:

Criteria	Transaction Period	Number of Transactions	Average Deal Value (US$m)	Average Control Premium
Australian transactions	2008 - 2009	52	749	36.1%

Source: Mergerstat / BVR Control Premium Study

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 22 22 October 2009

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Over the period 2008-2009 the average premium for control paid in transactions involving listed Australian companies is approximately 36%. These premiums however, have been observed for deals that on average were significantly larger than the Transaction in question. With this in mind we consider a premium of 30% to be applicable to Freedom shares.

10.2.3 Quoted market price including control premium

Applying a control premium to Freedom‟s quoted market share price results in the following quoted market price value including a premium for control:

	Low $ Mid $ High $

Quoted market price value Control premium Quoted market price valuation including a premium for control	0.006 0.007 0.008 30% 30% 30%
	0.008 0.009 0.010

Therefore, our valuation of a Freedom share based on the quoted market price method and including a premium for control is between $0.008 and $0.010, with a preferred value of $0.009.

10.3 Summary of Value of a Freedom Share Prior to the Transaction

We have calculated the following values for a Freedom share:

	Low	Mid	High
	$	$	$
Net Tangible Asset value	0.003	0.003	0.003
Quoted Market Price value	0.008	0.009	0.010

The table above indicates that the range of values calculated under the QMP method is considerably higher than that calculated under the NTA method. Due to the illiquidity of Freedom shares, it is not likely that Shareholders would be able to readily realise this QMP value by disposing of their shares on the market. Further to this, the value of a Freedom share is predominantly derived from the Company‟s property asset. As such, we have preferred the NTA valuation. Therefore, we consider that a Freedom share has a preferred value of $0.003.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 23 22 October 2009

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11. V ALU ATI ON OF FREE DOM FOLLOW I NG THE TR ANS AC TI ON

11.1 Net Tangible Asset Valuation of Freedom

The value of Freedom‟s assets on a going concern basis following the Transaction is reflected in our valuation below:

	Audited as at 30 June 2009 $ Low valuation $ Preferred valuation $ High valuation $ 184,733 2,428,323 2,428,323 2,428,323 66,137 66,137 66,137 66,137 54,000 103,500 103,500 103,500 1,800,000 1,350,000 1,350,000 1,350,000 29,777 29,777 29,777 29,777 - 1,420,000 1,500,000 1,500,000
Ref
Assets Cash and cash equivalents 11.1.1 Trade and other receivables Available for sale financial assets 11.1.2 Land and buildings at fair value 11.1.3 Other assets Yarlarweelor Project 11.1.4 Total Assets Liabilities Payables Provisions Total Liabilities Net Assets Shares on issue 11.1.5 Value of a Freedom share
	2,134,647 5,397,737 5,477,737 5,477,737 138,467 138,467 138,467 138,467 59,787 59,787 59,787 59,787
	198,254 198,254 198,254 198,254
	1,936,393 5,199,483 5,279,483 5,279,483
	577,341,330 42,074,518 42,074,518 42,074,518 0.124 0.125 0.125

The table above indicates the net asset value of a Freedom share following the Transaction is between $0.124 and $0.125, with a preferred value of $0.125. These values have been arrived at based on the assumptions set out in Section 9.1.

The following adjustments were made to the net assets of Freedom as at 30 June 2009 in arriving at our valuation.

11.1.1 Cash and cash equivalents

In addition to the adjustments noted in Section 10.1.1 we have adjusted for a capital raising as set out in the Tenement Acquisition Agreement. Freedom must raise a minimum of $1 million through the issue of post consolidation shares at $0.20 per share. However, Resolution 8 seeks approval for the issue of up to 12.5 million shares to raise $2.5 million. We have assumed that $2 million will be raised as Freedom has advised that this is the most likely amount to be raised.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 24 22 October 2009

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The adjustments to cash and cash equivalents are summarised below:


Cash and cash equivalents

Audited as at 30 June 2009 Capital Raising - 27 July 2009 Retrenchment payment to COO Capital Raising - Transaction Estimated capital raising costs Adjusted Balance	184,733 577,340 (107,750) 2,000,000 (226,000)
	2,428,323

11.1.2 Available for sale financial assets

Please see Section 10.1.2 for details of this adjustment.

11.1.3 Land and buildings at fair value

Please see Section 10.1.3 for details of this adjustment.

11.1.4 Yarlarweelor Project

We instructed Vidoro Pty Ltd (“ Vidoro ”) to provide an independent market valuation of Exploration License E52/2095 that is the subject of the Transaction. Vidoro considered a number of different valuation methods when valuing the Project. Vidoro applied the Appraised Value Method and Comparative Transaction Method to the Project. The Appraised Value Method equates a property‟s value to the cost of exploration work undertaken to assess the potential existence of an economically viable ore body. In this instance the exploration undertaken on the Project by Agip in the 1970‟s and 1980‟s has been costed according to replicating the work today. The Comparable Transaction Method involves comparison with recent transactions of equivalent properties within similar geographic and geological environments and similar exploration potential, mineralization and stage of development. We consider these methods to be appropriate given the early stage of development of the Project. Vidoro‟s report is attached as Appendix 4.

The range of values for the Project as calculated by Vidoro is between $1.42 million and $1.5 million, with a preferred value of $1.5 million.

11.1.5 Shares on issue

As part of the Transaction, Freedom must consolidate its shares on issue to achieve a minimum value of $0.20 per share. Resolution 5 seeks to consolidate the existing Freedom shares on a 1 for 30 basis.

Freedom will also issue Empire with shares equivalent to 40% of post consolidation total issued share capital. This equates to 12,829,807 shares, as set out in Resolution 6.

Freedom intends conduct a capital raising to raise $2 million. If $2 million is raised this will mean the issue of an additional 10 million shares.

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The Directors Page 25 Freedom Eye Limited 22 October 2009

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The number of shares on issue has been adjusted to reflect these assumptions, as outlined in the table below.


Shares on issue

Pre Transaction Consolidated at 30 to1 Issue to Empire Transaction Capital Raising Post Transaction	577,341,330 19,244,711 12,829,807 10,000,000
	42,074,518

12. I S THE TR ANS AC TI ON FAI R ?

In order to assess fairness we have compared the value of 30 Freedom shares prior to the Transaction to one Freedom share following the Transaction. This is because Shareholders will have their shares consolidated as part of the Transaction which means they will only hold one share following the Transaction for every 30 shares they held prior to the Transaction.

The value of thirty Freedom shares prior to the Transaction (to take account of consolidation) and the value of one Freedom share post Transaction is compared below:

	Ref	Low	Preferred	High
		$	$	$
Value of thirty Pre-Transaction shares	10.3	0.104	0.104	0.104
Value of one Post-Transaction share	11.1	0.124	0.125	0.125

The table above indicates that the value of 30 Freedom shares prior to the Transaction is less than the value of one Freedom share following the Transaction. Therefore, we consider that the Transaction is fair.

13. I S THE TR ANS AC TI ON R E AS ON ABLE ?

13.1 Alternative Proposal

Freedom considered six other projects before deciding to pursue the Project. The alternatives were rated based on preliminary due diligence and discussed at board level before the decision was made. Freedom‟s Board consider that the Transaction provides the best return to Shareholders.

13.2 Practical Level of Control

If the Proposal is approved then Empire will hold an interest of approximately 30.5% in Freedom. In addition to this, Freedom will have two Board members nominated by Empire.

When shareholders are required to approve an issue that relates to a company there are two types of approval levels that must be achieved, depending on the type of decision being made. The two types of approval are general resolutions and special resolutions. A general resolution requires 50% of shares to be voted in favour to approve a matter and a special resolution requires 75% of shares on issue to be voted in favour to approve a matter. Empire will not hold sufficient voting rights to pass either type of resolution. However, if Freedom required a special resolution and Empire did not want to approve it then Empire would block the resolution because 75% of shares is

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needed to approve a special resolution which means only 25.1% is required to deny a special resolution.

Freedom‟s revised Board will comprise three directors. Empire will nominate two directors which means that Empire nominated directors will make up 67% of the Board.

Empire‟s control of Freedom following the Proposal will be significant when compared to all other shareholders. However, Empire‟s ability to influence the activities of Freedom is diluted by the fact that it cannot pass general or special resolutions or block general resolutions without the support of other shareholders. Therefore, in our opinion, while Empire will be able to significantly influence the activities of Freedom, it will not be able to exercise a similar level of control as if it held 100% of Freedom.

13.3 Implications of the Transaction not being approved

13.3.1 Continue sourcing opportunities

If the Transaction is not approved Freedom‟s management will continue to evaluate alternative proposals and decide upon the best course for the Company to take. As mentioned in Section 13.1, the Company considered a number of other projects before deciding upon the Transaction.

13.3.2 Post Transaction share price

Upon announcement of the Transaction there was an increase in share price of $0.001, or around 14%, and a very high daily volume for the stock of over 13 million shares traded. Since then, volume has dropped off considerably to levels observed pre announcement, while the share price has remained at around $0.009 after an initial drop to $0.007. In the period since the announcement, Freedom shares have traded at a high of $0.010 and a low of $0.007 – both observed on several occasions.

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

0.010 16.0
Announcement of
0.009 Transaction 14.0
0.008
12.0
0.007
10.0
0.006
0.005 8.0
$
0.004
6.0
0.003
4.0
0.002
2.0
0.001
0.000 -
Volume Closing share price
Millions
----- End of picture text -----

Source: Bloomberg

The appreciation observed post announcement could be representative of the value the market places on the Transaction. As such, if the Transaction is not approved Freedom shares could witness a drop in price. However due to the thin volumes at which the shares have traded post announcement, no discernable inference can be drawn on the effect of the Transaction on share price.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 27 22 October 2009

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13.4 Advantages of Approving the Transaction

If the Transaction is approved, in our opinion, the potential advantages to the Shareholders include those listed in the table below:

Advantage	Description
Transaction is fair	As set out in Section 12 the Transaction is fair. RG 111 states
	that an offer is reasonable if it is fair.
Exposure to uranium	The uranium industry is currently undergoing a resurgence in
asset	popularity. This is the result of a global push towards more
	environmentally friendly energy production, improvements in
	the use of uranium, an increase in value of uranium and a
	predicted increase in demand for uranium.
	In addition, there is currently speculation that there could be a
	consolidation of uranium explorers in the near future.
	The acquisition of the Project exposes Freedom shareholders
	to the potential benefits associated with participation in the
	uranium sector.
Experience of	Upon approval of the Transaction the Freedom Board would
directors joining	be reduced to three directors, two positions of which would be
Freedom Board	offered to Empire. It is anticipated that Mr Adrian Jessup and
	Mr David Sargeant would take up these positions.
	Both Mr Jessup and Mr Sargeant have extensive experience
	in mineral exploration, ore deposit evaluation and mining.
	This experience would be of great value in the exploration
	and development of the Project going forward.
Potential increased	The acquisition of the Project coupled with Empire‟s ongoing
liquidity in Freedom	involvement with Freedom may increase the public exposure
shares	of the Company. A potential benefit of this is increased
	liquidity in Freedom shares as more attention is paid to the
	Company.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 28 22 October 2009

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13.5 Disadvantages of Approving the Transaction

If the Transaction is approved, in our opinion, the potential disadvantages to Shareholders include those listed in the table below:

Disadvantage	Description
Dilution of interest in	As a result of the Transaction Freedom will perform a capital
Freedom	raising and issue shares to Empire. This will result in
	Shareholders‟ interests in Freedom reducing from 100% to
	approximately 46%.
	The interests retained by Shareholders could change
	depending on participation in and the amount of shares
	issued in the capital raising.
Loss of Board	Post Transaction, Freedom‟s Board will comprise two Empire
control	directors and one existing Freedom director. This means that
	Freedom‟s existing directors will lose control of the Company at Board level.
Loss of control	As a result of the Transaction, Shareholders will be left with
	approximately 46% of post Transaction share capital. While
	as a group Shareholders will still have a majority interest, the
	influence of a single shareholder with 30% interest will be
	significant.
Requirement for	Development of the Project will require additional funding in
additional	the future. This could mean the disposal of the Company‟s
exploration funding	property, or additional capital raisings which could further
	dilute Shareholders‟ interest in the Company.
No guarantee of	There is no guarantee that the Project is economically viable.
success	If this is the case then Shareholders will derive reduced value
	from the Transaction.

13.6 Reasonableness Conclusion

In our opinion the advantages of the Transaction outweigh the disadvantages of the Transaction and as such, we conclude that the Transaction is reasonable.

14. CONCLUS I ON

We have considered the terms of the Transaction as outlined in the body of this report and have concluded that the Transaction is fair and reasonable to the non-associated shareholders of Freedom.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 29 22 October 2009

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15. S OURCE S OF I NFORM ATI ON

This report has been based on the following information:

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Draft Notice of General Meeting on or about the date of this report;
Tenement Acquisition Agreement;
Audited financial statements of Freedom for the years ended 30 June 2009 and 30 June 2008;
Audited financial statements of Empire for the years ended 30 June 2009 and 30 June 2008;
Independent specialist valuation prepared by Vidoro Pty Ltd;
Independent specialist valuation prepared by Quantia Pty Ltd
Share registry information;
Information in the public domain; and
Discussions with Directors and Management of Freedom.

16. I NDE PE NDE NCE

BDO Kendalls Corporate Finance (WA) Pty Ltd is entitled to receive a fee of $18,000 excluding GST and reimbursement of out of pocket expenses). Except for this fee, BDO Kendalls Corporate Finance (WA) Pty Ltd has not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.

BDO Kendalls Corporate Finance (WA) Pty Ltd has been indemnified by Freedom in respect of any claim arising from BDO Kendalls Corporate Finance (WA) Pty Ltd's reliance on information provided by the Freedom, including the non provision of material information, in relation to the preparation of this report.

Prior to accepting this engagement BDO Kendalls Corporate Finance (WA) Pty Ltd has considered its independence with respect to Freedom and Empire and any of their respective associates with reference to ASIC Regulatory Guide 112 “Independence of Experts”. In BDO Kendalls Corporate Finance (WA) Pty Ltd‟s opinion it is independence of Freedom and Empire and their respective associates.

Neither the two signatories to this report nor BDO Kendalls Corporate Finance (WA) Pty Ltd, have had within the past two years any professional relationship with Freedom, or their associates, other than in connection with the preparation of this report.

A draft of this report was provided to Freedom and its advisors for confirmation of the factual accuracy of its contents. No significant changes were made to this report as a result of this review.

17. QU ALI FI C ATI ONS

BDO Kendalls Corporate Finance (WA) Pty Ltd has extensive experience in the provision of corporate finance advice, particularly in respect of takeovers, mergers and acquisitions.

BDO Kendalls Corporate Finance (WA) Pty Ltd holds an Australian Financial Services Licence issued by the Australian Securities and Investment Commission for giving expert reports pursuant to the Listing rules of the ASX and the Corporations Act.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 30 22 October 2009

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The persons specifically involved in preparing and reviewing this report were Sherif Andrawes and Adam Myers of BDO Kendalls Corporate Finance (WA) Pty Ltd. They have significant experience in the preparation of independent expert reports, valuations and mergers and acquisitions advice across a wide range of industries in Australia and were assisted by members of BDO Kendalls Corporate Finance staff as required.

Sherif Andrawes is a Fellow of the Institute of Chartered Accountants in England & Wales and a Member of the Institute of Chartered Accountants in Australia. He has over twenty years experience working in the audit and corporate finance fields with BDO Kendalls and its predecessor firms in London and Perth. He has been responsible for over 100 public company independent expert‟s reports under the Corporations Act or ASX Listing Rules. These experts‟ reports cover a wide range of industries in Australia.

Adam Myers is a member of the Australian Institute of Chartered Accountants. Adam‟s career spans 11 years in the Audit and Assurance and Corporate Finance areas.

18. DI S CL AI M E RS AND C ON S E NTS

This report has been prepared at the request of the Directors of Freedom for inclusion in the Explanatory Memorandum which will be sent to all Freedom Shareholders. Freedom engaged BDO Kendalls Corporate Finance (WA) Pty Ltd to prepare an independent expert's report to consider the acquisition of Exploration License E52/2095 from Empire by Freedom for all script consideration.

BDO Kendalls Corporate Finance (WA) Pty Ltd hereby consents to this report accompanying the above Explanatory Memorandum. Apart from such use, neither the whole nor any part of this report, nor any reference thereto may be included in or with, or attached to any document, circular resolution, statement or letter without the prior written consent of BDO Kendalls Corporate Finance (WA) Pty Ltd.

BDO Kendalls Corporate Finance (WA) Pty Ltd takes no responsibility for the contents of the Explanatory Memorandum other than this report.

BDO Kendalls Corporate Finance (WA) Pty Ltd has not independently verified the information and explanations supplied to us, nor has it conducted anything in the nature of an audit of Freedom or Empire. However, we have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld.

BDO Kendalls Corporate Finance (WA) Pty Ltd has also considered and relied upon an independent property valuation for property held by Freedom and an independent specialist valuation for the asset to be acquired by Freedom.

The valuers engaged for these valuations possess the appropriate qualifications and experience to make such assessments. The approaches adopted and assumptions made in arriving at their valuations are appropriate for this report. We have received consents from the valuers for the use of their valuation reports in the preparation of this report.

The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete.

The terms of this engagement are such that BDO Kendalls Corporate Finance (WA) Pty Ltd has no obligation to update this report for events occurring subsequent to the date of this report.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 31 22 October 2009

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Yours faithfully

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

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Sherif Andrawes Director

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Adam Myers Associate Director Authorised Representative

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 32 22 October 2009

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Appendix 1 – Glossary of Terms

Reference	Definition
The Act The Corporations Act Agip Agip Australia Pty Ltd ALP Australian Labor Party ASIC Australian Securities and Investments Commission ASX Australian Securities Exchange AusIMM Australasian Institute of Mining and Metallurgy BDO Kendalls BDO Kendalls Corporate Finance (WA) Pty Ltd The Company Freedom Eye Limited DCF Discounted Future Cash Flows EBIT Earnings before interest and tax EBITDA Earnings before interest, tax, depreciation and amortisation Empire Empire Resources Limited FMD Future Maintainable Dividends FME Future Maintainable Earnings Freedom Freedom Eye Limited FSG Financial Services Guide NPT Nuclear Non-Proliferation Treaty NTA Net Tangible Assets The Project Exploration License E52/2095 The Transaction The proposal to issue shares in Freedom to Empire for the acquisition of Exploration License E52/2095 Quantia Qaintia Pty Ltd Our Report This Independent Expert‟s Report prepared by BDO Kendalls ROC Return of Capital RG 111 Australian Securities and Investment Commission Regulatory Guidance 111 RG 112 Australian Securities and Investment Commission Regulatory Guidance 112 Shareholders Shareholders of Freedom not associated with Empire Vidoro Vidoro Pty Ltd VWAP Volume Weighted Average Price

Reference

Definition

The Act
The Corporations Act
Agip
Agip Australia Pty Ltd
ALP
Australian Labor Party
ASIC
Australian Securities and Investments Commission
ASX
Australian Securities Exchange
AusIMM
Australasian Institute of Mining and Metallurgy
BDO Kendalls
BDO Kendalls Corporate Finance (WA) Pty Ltd
The Company
Freedom Eye Limited
DCF
Discounted Future Cash Flows
EBIT
Earnings before interest and tax
EBITDA
Earnings before interest, tax, depreciation and amortisation
Empire
Empire Resources Limited
FMD
Future Maintainable Dividends
FME
Future Maintainable Earnings
Freedom
Freedom Eye Limited
FSG
Financial Services Guide
NPT
Nuclear Non-Proliferation Treaty
NTA
Net Tangible Assets
The Project
Exploration License E52/2095
The Transaction
The proposal to issue shares in Freedom to Empire for the
acquisition of Exploration License E52/2095
Quantia
Qaintia Pty Ltd
Our Report
This Independent Expert‟s Report prepared by BDO Kendalls
ROC
Return of Capital
RG 111
Australian Securities and Investment Commission Regulatory
Guidance 111
RG 112
Australian Securities and Investment Commission Regulatory
Guidance 112
Shareholders
Shareholders of Freedom not associated with Empire
Vidoro
Vidoro Pty Ltd
VWAP
Volume Weighted Average Price

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 33 22 October 2009

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Appendix 2 – Valuation Methodologies

Methodologies commonly used for valuing assets and businesses are as follows:

1. NE T T ANGI BLE AS S E T VAL UE ON A GOI NG CONCE RN B AS I S (“ NTA”)

Asset based methods estimate the market value of an entity‟s securities based on the realisable value of its identifiable net assets. Asset based methods include:

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Orderly realisation of assets method
Liquidation of assets method
Net assets on a going concern method

The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to entity holders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the entity is wound up in an orderly manner.

The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the entity may not be contemplated, these methods in their strictest form may not be appropriate. The net assets on a going concern method estimates the market values of the net assets of an entity but does not take into account any realisation costs.

Net assets on a going concern basis are usually appropriate where the majority of assets consist of cash, passive investments or projects with a limited life. All assets and liabilities of the entity are valued at market value under this alternative and this combined market value forms the basis for the entity‟s valuation.

Often the FME and DCF methodologies are used in valuing assets forming part of the overall Net assets on a going concern basis. This is particularly so for exploration and mining companies where investments are in finite life producing assets or prospective exploration areas.

These asset based methods ignore the possibility that the entity‟s value could exceed the realisable value of its assets as they do not recognise the value of intangible assets such as management, intellectual property and goodwill. Asset based methods are appropriate when entities are not profitable, a significant proportion of the entity‟s assets are liquid or for asset holding companies.

2. QUOTE D M ARKE T P RI CE B AS I S

A valuation approach that can be used in conjunction with (or as a replacement for) other valuation methods is the quoted market price of listed securities. Where there is a ready market for securities such as the ASX, through which shares are traded, recent prices at which shares are bought and sold can be taken as the market value per share. Such market value includes all factors and influences that impact upon the ASX. The use of ASX pricing is more relevant where a security displays regular high volume trading, creating a “deep” market in that security.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Page 34 22 October 2009

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3. C AP I T ALI S ATI ON OF FU TURE M AI NT AI N ABLE E ARNI NGS (“ FM E ”)

This method places a value on the business by estimating the likely FME, capitalised at an appropriate rate which reflects business outlook, business risk, investor expectations, future growth prospects and other entity specific factors. This approach relies on the availability and analysis of comparable market data.

The FME approach is the most commonly applied valuation technique and is particularly applicable to profitable businesses with relatively steady growth histories and forecasts, regular capital expenditure requirements and non-finite lives.

The FME used in the valuation can be based on net profit after tax or alternatives to this such as earnings before interest and tax (“ EBIT ”) or earnings before interest, tax, depreciation and amortisation (“ EBITDA ”). The capitalisation rate or "earnings multiple" is adjusted to reflect which base is being used for FME.

4. DI S COUNTE D FUTURE CAS H FLOW S (“ DCF ”)

The DCF methodology is based on the generally accepted theory that the value of an asset or business depends on its future net cash flows, discounted to their present value at an appropriate discount rate (often called the weighted average cost of capital). This discount rate represents an opportunity cost of capital reflecting the expected rate of return which investors can obtain from investments having equivalent risks.

A terminal value for the asset or business is calculated at the end of the future cash flow period and this is also discounted to its present value using the appropriate discount rate.

DCF valuations are particularly applicable to businesses with limited lives, experiencing growth, that are in a start up phase, or experience irregular cash flows.

5. M ULTI P LE OF E XP LOR ATI ON E XP E NDI TURE (“ ME E ”)

The Past Expenditure method is a method of valuing exploration assets in the resources industry. It is applicable for areas which are at too early a stage of prospectivity to justify the use of alternative valuation methods such as DCF. The Past Expenditure method is often referred to as the Multiple of Exploration Expenditure method.

Past expenditure, or the amount spent on exploration of a tenement, is commonly used as a guide in determining value. The assumption is that well directed exploration adds value to a property. This is not always the case and exploration can also downgrade a property. The Prospectivity Enhancement Multiplier (“ PEM ”) which is applied to the effective expenditure therefore commonly ranges from 0.5 to 3.0. The PEM generally falls within the following ranges:

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0.5 to 1.0 where work to date or historic data justifies the next stage of exploration;
to 2.0 where strong indications of potential for economic mineralisation have been identified; and
to 3.0 where ore grade intersections or exposures indicative of economic resources are present.

BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

The Directors Freedom Eye Limited

Appendix 3 22 October 2009

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Appendix 3

Independent valuation prepared by Quantia Pty Ltd

Sharing Intelligence on Western Australian Property

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VALUATION REPORT

512 ST Albans Road

Baldivis WA 6171

Prepared for	BDO Kendalls Corporate Finance (WA) Pty Ltd
Valuation Date	7 October 2009
Issuing Office	Perth
Our Reference	Q33490

General 1300 901 047 Facsimile 1300 547 350 Email [email protected] www.quantia.com.au ABN 83 132 551 378

Quantia Offices

Perth Mandurah Bunbury Dunsborough

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Quantia Pty Ltd Valuation Consultants Registered Office 130 Hay Street Subiaco WA 6008

VALUATION REPORT FOR BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD 512 ST ALBANS ROAD, BALDIVIS WA 6171

1.0	INSTRUCTIONS ............................................................................................ 3
2.0	BASIS OF VALUATION .................................................................................... 3
3.0	DATE OF VALUATION .................................................................................... 4
4.0	LOCATION .................................................................................................. 4
5.0	TITLE PARTICULARS ..................................................................................... 5
	5.1 Legal Description ..................................................................................5
	5.2 Easements, Encumbrances and Other Rights Noted on Title...............................5
	5.3 Registered Proprietor .............................................................................5
6.0	LAND DESCRIPTION....................................................................................... 5
	6.1 Dimensions ..........................................................................................5
	6.2 Land Area ...........................................................................................5
	6.3 Identification .......................................................................................5
	6.4 Encroachments .....................................................................................6
	6.5 Physical Characteristics ..........................................................................6
	6.6 Native Title .........................................................................................6
7.0	PLANNING .................................................................................................. 7
	7.1 Local Authority.....................................................................................7
	7.2 Regional .............................................................................................7
	7.3 Heritage Issues .....................................................................................7
8.0	SERVICES ................................................................................................... 8
9.0	IMPROVEMENTS ........................................................................................... 8
	9.1 Existing ..............................................................................................8
10.0	ENVIRONMENTAL ISSUES................................................................................ 9
	10.1 Contamination......................................................................................9
	10.2 Asbestos ........................................................................................... 10
11.0	SALES HISTORY ..........................................................................................10
	11.1 Risk Review ....................................................................................... 10
12.0	GENERAL COMMENTS ...................................................................................10
13.0	MARKET EVIDENCE ......................................................................................11
	13.1 Sales Evidence.................................................................................... 12
14.0	VALUATION METHODOLOGY AND CONCLUSIONS .................................................13
	14.1 Adopted Valuation Method..................................................................... 13
15.0	VALUATION SUMMARY..................................................................................14
16.0	GOODS AND SERVICES TAX ............................................................................14
17.0	ASSUMPTIONS, CONDITIONS AND LIMITATIONS ...................................................15
18.0	VALUATION ...............................................................................................16

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VALUATION REPORT FOR BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD 512 ST ALBANS ROAD, BALDIVIS WA 6171

EXECUTIVE SUMMARY

Subject Property	512 ST Albans Road, Baldivis WA 6171
Instructing Party	Peter Gray/Sherif Andrawes
	BDO Kendalls Corporate Finance (WA) Pty Ltd
	PO BOX 7426 Cloisters Square Perth WA 6850
Instructing Party Reference	N/A
Authorised Party	BDO Kendalls Corporate Finance (WA) Pty Ltd
	PO BOX 7426
	Cloisters Square WA 6850
Valuation Purpose	Expert Opinion
Certificate of Title	Volume: 1928 Folio: 711
Encumbrances	As per the Certificate of Title, as follows:
	1) Mortgage J578126 to National Australia Bank Ltd.
Registered Proprietor(s)	Solbec Pharmaceuticals Ltd
Property Description	A vacant parcel of land improved with a metal shed, water tank,
	bore, reticulation cistern situated within a semi rural location in
	Baldivis. Baldivis is located approximately 42 kilometres south of
	the Perth Central Business District.
Land Area	7.11 hectares
Zoning	“Rural” – City of Rockingham Town Planning Scheme No. 2.
Last Sale (within last 3 years)	Nil within the last three years
Interest Valued	Fee Simple vacant possession
Date of Valuation	7 October 2009
Date of Inspection	7 October 2009

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EXECUTIVE SUMMARY CONTINUED

Valuation “As Is”	$1,350,000
	(ONE MILLION THREE HUNDRED AND FIFTY THOUSAND DOLLARS)
	INCLUSIVE OF GST
Valuer
	Bo Chen
	Senior Valuer B.Com (Property) AAPI Certified Practising Valuer
	Licence No: 044119
	*This valuation report is for the use of and may be relied upon*
	*only by the party to whom it is addressed. No other party is*
	*entitled to use or rely upon it and the valuer shall have no*
	*liability to any party who does so.*
Important	*All data provided in this summary is wholly reliant on and*
	*must be read in conjunction with the information provided in*
	*the attached report. It is a synopsis only designed to provide a*
	*brief overview and must not be acted on in isolation.*

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VALUATION REPORT FOR BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD 512 ST ALBANS ROAD, BALDIVIS WA 6171

1.0 INSTRUCTIONS

Written instructions have been received to undertake a valuation of the property for the purpose identified. The specific details of our instructions are identified below. The property has been duly inspected for the purposes of this valuation.

Instructing Party	Peter Gray/Sherif Andrawes
Property Address	512 ST Albans Road, Baldivis, WA WA
Date of Instructions	29 September 2009
Valuation Purpose	Expert Opinion
Specific Instructions	Assessment of the Market Value as at the Date of Inspection.
Authorised Party	This valuation may only be relied upon by BDO Kendalls Corporate
	Finance (WA) Pty Ltd for the specific purpose stated above.
Pecuniary Interest	We confirm that the valuer does not have any pecuniary interest
	that would conflict with the proper valuation of the property.
*Reliance Disclaimer*	*This report has been prepared for the private and confidential use of*
	*the above authorised party and it should not be reproduced in whole*
	*or in part or relied upon for any other purpose or by any other party*
	*without Quantia Pty Ltd’s express written authority.*
*Full Disclosure Disclaimer*	*The valuation is based on the instructions and subsequent*
	*information supplied containing a full disclosure of all information*
	*that is relevant. Whilst the valuer has attempted to obtain all*
	*necessary information and verify the material and data provided, the*
	*valuer and valuation firm does not accept any responsibility or*
	*liability whatsoever in the event the valuer has been provided with*
	*insufficient, false or misleading information.*
Verification of Report	Where provided in digital copy this report and its contents,
	especially the Market Value assessment and critical assumptions,
	should always be verified and reconciled either against the original
	hard copy or direct with the issuing office to ensure the bona fides
	of its contents.

A copy of the Letter of Instruction is contained within Annexure 1.

2.0 BASIS OF VALUATION

This valuation assesses the Market Value as defined by the International Valuation Standards Committee (IVSC), and endorsed by the Australian Property Institute.

Important terms and principles are defined below and in the Glossary at the rear of this report.

Market Value:

Basis of Value:

“Market Value is the estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

Market Value is based on the highest and best use of the asset that may not necessarily be the existing use.

Our valuation has been prepared on a vacant possession basis and in accordance with your specific instructions.

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VALUATION REPORT FOR BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD 512 ST ALBANS ROAD, BALDIVIS WA 6171

Special Interest:

Forced Sale:

No account has been taken of a higher price that may be paid by a purchaser with a ‘special’ interest. Also, Market Value presumes the property is sold: in the hands of a competent selling agent; with sufficient experience in marketing this type of property; at an appropriate price, within an appropriate marketing period for this type of property, considered to be in the order of 3 months. Our valuation reflects market conditions as at the date of valuation but does not contemplate a forced sale of the property, reflecting circumstances where a seller is under compulsion to sell and/or a proper marketing period is not available. The price obtainable in these circumstances will not meet the definition of Market Value .

3.0 DATE OF VALUATION

Valuation Date: 7 October 2009 Currency of Valuation: This valuation is current as at the date of valuation only and for the period of currency defined within this report.

4.0 LOCATION

Baldivis is an established residential suburb with a large number of semi-rural properties, located approximately 42 kilometres south of the Perth Central Business District, which is accessed via the Kwinana Freeway. Surrounding development generally comprises a mixture of older style to modern single residences of modest to average quality with the majority of single residential properties being within the “Settlers Hill” estate with the semi-rural properties being used for a number of rural pursuits. Limited community infrastructure is provided within the surrounds of Baldivis with major community infrastructure being provided in Rockingham which is situated approximately 10 kilometres to the west.

Location map:

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Source: RP Data

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VALUATION REPORT FOR BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD 512 ST ALBANS ROAD, BALDIVIS WA 6171

5.0 TITLE PARTICULARS

5.1 Legal Description

A search of the Certificate of Title has been undertaken on 30 September 2009. The following sets out the legal description of the property.

Estate in fee simple being Lot 704 on Plan 17440 and being the whole of the land contained within Certificate of Title Volume 1928 Folio 711.
5.2 Easements, Encumbrances and Other Rights Noted on Title
1) Mortgage J578126 to National Australia Bank Ltd.

5.3 Registered Proprietor

Solbec Pharmaceuticals Ltd

Appended to the rear of this report are copies of the following documents:

Certificate of Title is contained within Annexure 2.

6.0 LAND DESCRIPTION

6.1	Dimensions
Shape:		Irregular frontage
Primary frontage:		103.06 metres
Boundaries:		694.9 metres (northern)
		716.14 metres (southern)
		100.85 metres (eastern)

For confirmation of the individual lot dimensions please refer to the attached Certificate of Title contained within Annexure 2.

6.2 Land Area

Land Area:	Land Area:	7.11 hectares
Source	of Land Area:	The land area has been derived from dimensions noted on the
		Certificate of Title. In the event the actual surveyed land area of
		the property is different to the area adopted in this valuation then
		the survey should be referred to the valuer for comment on any
		valuation implications.
6.3	Identification

The property has been identified by reference to the Certificate of Title, plans obtained from Landgate, cadastral plans and confirmed from our onsite inspection.

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VALUATION REPORT FOR BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD 512 ST ALBANS ROAD, BALDIVIS WA 6171

6.4	Encroachments
Site Survey:		We have not been provided with, nor have we sighted a current
		site survey of the property identifying the specific location of the
		building improvements in relation to the property boundaries.
Assumption:		This valuation is made on the basis that there are no
		encroachments by or upon the property and this should be
		confirmed by a current survey report and/or advice from a
		Licensed Surveyor. If any encroachments are noted by the survey
		report we recommend that the matter be referred back to this
		office to reassess any effect on the value stated in this report.
No Obvious Encroachment:		Based on our inspection, the buildings appear to be situated within
		the lot boundaries.
		However should the addressee or other parties authorised to rely
		on this report have concerns in relation to encroachments, then
		we would strongly recommend engaging a licensed surveyor to
		undertake such a survey.
		In this instance, however, we do not consider such a survey is
		necessary.
*Survey*	*Disclaimer:*	*This report is not a site survey and no advice is given in any way*
		*relating to survey matters. Any comments given in relation to the*
		*property are not given in the capacity as an expert, however, are*
		*based on our inspection of the property and review of the Certificate*
		*of Title plans.*
6.5	Physical Characteristics
Soils:		Sandy topsoil
Topography:		Undulating
Aspect/Views:		Westerly aspect to St Albans Road
Drainage:		Appears free draining
Landslip:		The property is not within a publicly known landslip area and
		there was no evidence of landslip noted. This valuation assumes
		there is no landslip. Should this not be the case, we reserve the
		right to review this valuation and our assessment may not be
		relied upon.
6.6	Native Title
Native	Title Searches:	A site inspection; title search; and available database searches
		have not revealed any obvious presence of any registered
		aboriginal sites or native title issues related to the property.
Disclaimer:		Nevertheless, we are not experts in native title or the property
		rights derived there from and have not been supplied with
		appropriate expert advice or reports.

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Assumption:	This valuation is made on the assumption that there are no actual
	or potential native title interests affecting the value or
	marketability of the property. Verification that the property is not
	subject to co-existing native title interests should be obtained
	from a suitably qualified expert. Should subsequent investigation
	show that the land is subject to existing or potential co-existing
	native title interests these reports should be referred to this
	Company for comment on the potential impact on the property’s
	Market Value.

7.0	PLANNING
7.1	Local Authority
Local Government Authority:		City of Rockingham
Current Zoning:		“Rural”
Current Town Planning Scheme:Town Scheme No 2
Permitted Uses:		Communications Antennae – Domestic and single residential house.
7.2	Regional
Scheme:		Metropolitan Region Scheme
Zoning:		Rural
*Planning Disclaimer:*		*Town Planning and zoning information was informally obtained from*
		*the relevant local and state Government authorities. This information*
		*does not constitute a formal zoning certificate. Should the addressee*
		*require formal confirmation of planning issues then we recommend*
		*written application be made to the relevant authorities to obtain*
		*appropriate current zoning certificates.*
7.3	Heritage Issues
Databases/Registers:		Properties of significant heritage importance may be listed on
		Municipal, State (Heritage Council of WA) or Federal (National
		Trust) Heritage Registers and registrations of this nature may
		significantly impact the Market Value and or marketability of a
		property.
Enquiries & Search Results:		Enquiries made with the relevant authorities have indicated that
		the subject property does not appear to be affected by any
		current heritage implications that may adversely impact the
		property.

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VALUATION REPORT FOR BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD 512 ST ALBANS ROAD, BALDIVIS WA 6171

8.0 SERVICES

Services available or connected to the site include the following:

Electricity:	Available and Connected
Gas:	Not available
Telecommunications:	Not available
Water:	Not available
Deep Sewer:	Not available

9.0 IMPROVEMENTS

9.1 Existing

Building Type/Style:	Metal shed
Building Area Summary:	Building Accommodation: Area: Shed Storage 95 sqm Total Area: 95 sqm Building Areas
Building Area Definition:	Gross Building Area
Source of Areas:	The above areas have been calculated from our on-site measurements.

A summary of construction, building services and accommodation are as follows:

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Age (approximate):

1990’s

Construction: Metal clad

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Floors	Concrete slab
Main external walls	Metal clad elevations
Roof	Iron

Other improvements:	Water tanks, bore reticulation, and basic rural fencing.
*Structural Survey Disclaimer:*	*This report is not a structural survey and no advice is given in any*
	*way relating to structural matters. Any opinion given as to the*
	*condition of the improvements on the property is not given in the*
	*capacity as an expert.*

10.0 ENVIRONMENTAL ISSUES

10.1	Contamination
Contaminated Sites Act (2003)		On 1 December 2006 the Contaminated Sites Act (2003) took
		effect and the Department of Environment and Conservation have
		made available a database of known or suspected Contaminated
		Sites (ie “CS Database”).
CS Database Search Results		A search on 19 March 2009 of this database revealed that the
		property was not listed on the database as having known or past
		contamination or suspected of having contamination present.
Site Inspection:		We also confirm that a visual site inspection has not revealed any
		obvious pollution or contamination. However, no soil tests nor
		environmental studies or reports have been made available to this
		Company. We are not experts in the detection or quantification of
		environmental problems and accordingly, have not carried out a
		detailed environmental investigation.
Contamination Free Assumption:		This valuation is made on the assumption that there are no actual
		or potential contamination issues affecting the value or
		marketability of the property as a whole, including but not limited
		to surface or below ground conditions, toxic or hazardous wastes
		or building material hazards (i.e. asbestos etc). Any such matters
		may adversely affect the property or its use and this assessment of
		value. Should any such matters be known or discovered no reliance
		should be placed on this assessment of value unless we have been
		advised of these matters and we have confirmed that our
		assessment is not affected.
Verification by Consultant:		Verification that the property is free from contamination and has
		not been affected by pollutants of any kind should be obtained
		from a suitability qualified environmental professional.
Right	To Review Valuation:	Should subsequent investigations show that the site is
		contaminated, we reserve the right to review this assessment and
		our value levels cannot be relied on for their accuracy.

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10.2 Asbestos

No Asbestos Apparent:

We note that the subject property does not include any significant structural improvements and therefore there does not appear to be any asbestos products upon the land which could contribute to health risks.

11.0 SALES HISTORY

Sales History:

Our research of historic records indicate that the property was previously transacted for the following: $205,000 5 July 2002

11.1 Risk Review

Based on the attributes of the property the valuer has considered the risk profile of the property.

The risk profile is considered to be best illustrated graphically, as follows:

RISK ANALYSIS	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.	* MUST comment on any 4 or 5 Risk Ratings, or if three or more “3” Risk Ratings.
*Property Risk Ratings**	1	2	3	4	5	*Market Risk Ratings**	1	2	3	4	5
Location/Neighbourhood:						Reduced Value next 2-3 yrs:
Land (planning, title):						Market Volatility:
Environmental Issues:						Local Economy Impact:
Improvements:						Market Segment Conditions:
Risk Ratings: 1 = Low,2 = Low to Medium,3 = Medium,4 = Medium to High,5 = High

The above risk ratings are based on general knowledge and information currently available at the Date of Valuation. Ultimately current perceptions of risk may change based on subsequent events and changes in issues attached to the property and market conditions.

12.0 GENERAL COMMENTS

The subject property is positioned within a semi rural locality situated south of the Perth Central Business District. As a consequence of the location, properties are generally thinly traded, which has resulted in few recent sales transactions from which to draw comparison from. By necessity we have had regard to some smaller or larger sales evidence in the area and from the surrounding localities such as Oakford, Cardup and Karnup, which renders our valuation slightly more subjective than normal. Due to the semi rural nature of the locality, an extended marketing period may be required to sell, as the demand for such product are limited by the number of potential purchasers. A greater value may be achieved should a longer marketing period be utilised.

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Our enquiries with the Rockingham City Council revealed that the Council is in the process of rezonning the area from “Rural” to “Special Rural”. The planner has advised that the Western Australian Planning Commission has approved the rezonning to the area, however there are certain conditions to be satisfied before the Council is able to finalise the rezonning process. Under the zonning “Special Rural” the Council requires a minimum lot size of 2 hectares per lot for subdivision. As such, under the “Special Rural” zonning, the subject property holds potential for a 3 lot subdivision that is subject to the approval from Western Australian Planning Commission and the Council.

However, having regards to the current detrimental economic conditions, value of each potential end lots and the associated escalating subdivision costs, we consider the highest and best use of the subject property is a single vacant semi rural property in the short to medium term. As such, our assessment is based on the current “Rural” zonning being a single semi rural property.

We have been advised and provided with a bore water license certificate (KP118/GWL151766(3)) for the subject property. The water license was granted on 16 April 2008 and will expire on 16 April 2010 for ground water allocation not exceeding 17,520kl. Discussions with the Department of Water reveal the water license is transferable and tradable, therefore we have not taken into consideration of this water license within our assessment of Market Value.

13.0 MARKET EVIDENCE

Evidence Availability:	This valuation is based on information and market evidence
	reasonably available to the valuer as at the date of valuation in
	accordance with usual valuation practices.
	In some cases the latest available evidence is provided verbally by
	agents and other industry sources. It is specifically assumed that
	the information provided by such sources in these instances is
	factually accurate.
GST Status:	In analysing sales and/or leasing evidence relied upon in
	undertaking this valuation, we have attempted to ascertain
	whether or not sale prices/rentals are inclusive or exclusive of
	Goods and Services Tax (GST). In regard to sales evidence, the
	Land Titles Offices in Western Australia do not currently
	differentiate between or record whether or not the sale price is
	inclusive or exclusive of GST. Where we have not been able to
	verify whether or not GST is included then we have assumed that
	it is inclusive of any GST payable. Should this not be the case we
	reserve the right to reconsider our valuation.
Privacy Issues:	Due to privacy laws and/or confidentiality agreements, the valuer
	may not have been able to access personal details of parties
	involved in transactions considered by the valuer in connection
	with the preparation of this report. Where personal details are not
	available the valuer may be unable to confirm whether such
	dealings are arm’s length transactions. The valuation has been
	prepared assuming any such transactions are arm’s length.
	We further note that due to privacy laws and/or confidentiality
	agreements, the valuer may not have had access to information on
	recent transactions which are yet to be become public knowledge.
	In the event that other transactions have taken place, knowledge
	of those transactions may affect the opinion expressed by the
	valuer.

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13.1 Sales Evidence

In forming our opinion of value we have had regard to various sales transactions, a selection of the most comparable, in our opinion, is detailed below. Our analysis has been based on various sources of information. While we believe the information to be accurate, not all details have been formally verified.


Address	Price	Sale Date	Site Area	Comments	Comparison

Lot 101 Young Road, Baldivis	$594,000	12/05/2009	20,748sqm	A 2 bedroom, 1 bathroom weatherboard and iron residence. Sale shows a rate of $286,293/hectare inclusive of improvements or $250,627/ha for the land.	A smaller lot. A lower rate should be applicable to the subject lot. Inferior value range.
5 Wicksteed Close, Baldivis	$990,000	16/08/2009	22,405sqm	A 2002 built brick and iron residence providing 4 bedroom, 2 bathroom accommodation with below ground swimming pool. Sale shows a rate of $441,866/hectare inclusive of improvements or $290,114/ha for the land.	A smaller lot. A lower rate should be applicable to the subject lot. Inferior value range.
9 Stakehill Road, Karnup	$1,550,000	24/07/2009	39,542sqm	A 4 bedroom, 2 bathroom brick and iron residence with below ground swimming pool. Sale shows a rate of $391,988/hectare inclusive of improvements or $303,475/ha for the land.	Elevated lot with ocean view potential. A lower rate for the land should be applicable to the subject lot. Superior value range.
41 Little Place, Cardup	$1,000,000	04/06/2009	40,237sqm	A 4 bedroom, 1 bathroom brick and tile residence with below ground swimming pool. Sale shows a rate of $248,527/hectare inclusive of improvements or $211,248/ha for the land.	A smaller lot. A lower rate for the land should be applicable to the subject lot. Inferior value range.
Lot 25 Doghill Road, Baldivis	$885,000	12/05/2009	48,852sqm	A 3 bedroom, 1 bathroom house situated on 48,852sqm of land with water tank and shed. Sales shows a rate of $181,352/hectare inclusive of improvements or $143,443/ha for the land.	A smaller lot in an inferior location. A higher rate for the land should be applicable to the subject lot. Inferior value range.
Lot 51 Kargotich Street, Oakford	$2,000,000	27/05/2009	435,286sqm	A 4 bedroom, 2 bathroom house situated on 435,286sqm of land with water tank, stables, shed and paddocks. Sales shows a rate of $45,988/hectare inclusive of improvements or $39,089/ha for the land.	A larger lot. A higher rate for the land should be applicable to the subject lot. Superior value range.

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14.0 VALUATION METHODOLOGY AND CONCLUSIONS

Practice Standards: Our valuation has been assessed, to the best of our knowledge, in accordance with the API Professional Practice Standards and Guidance Notes. Owner Occupied Property: The standards require that valuations of owner occupied properties for mortgage security (ie lending) purposes, be valued on a vacant possession basis.

14.1 Adopted Valuation Method

In arriving at our assessment of Market Value we have considered the following methods of valuation, namely:

Direct Comparison – Rate Per Hectare inclusive of improvements;
Summation Approach.

Direct Comparison – Rate Per Hectare Inclusive of Improvements Method

This methodology is based on applying an appropriate value, expressed on a rate per hectare of land area having regard to all factors impacting upon the property’s value, including the age and condition of the building, site coverage, security of tenure provided by any Lease Agreements, location and any other relevant attributes.

The adopted rate per hectare is ascertained based on direct comparison to sales of comparable properties analysed on a similar basis.

Our analysis of the sales evidence reveals the rate per hectare inclusive of improvements ranges from $46,000 to $440,000 depending on land size, quality of improvements and location etc. We have adopted a rate range in the order of $180,000 to $200,000 for the subject property reflecting the above average site area of 7.11 hectares which has influenced the rate downwards.

	Direct Comparison Valuation Approach (rate ha site area)
		Market Value
Site Area:	7.11 ha @ $180,000 ha	$1,279,800
	7.11 ha @ $200,000 ha	$1,422,000
Adopted Market	Value:	$1,350,000

46 Young Road, Baldivis is a 6.71ha lot improved with a shed. It was purchased in March 2007 for $1,600,000. Currently it is on the market for $832,000, reduced from $1,390,000. Discussions with the selling agent from Elders Real Estate in Rockingham reveal that there is still no purchaser for this property even at this heavily discounted price. The asking price is only shows a rate of $123,994/ha inclusive of improvements. It is in the flat part of Baldivis with possible water clogging in winter time. Therefore it is inferior to the subject property overall.

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Summation Approach

The summation approach assesses the value of the property by the addition of the depreciated replacement cost of the improvements to the underlying land value.

Our analysis of the sales evidence reveals the rate per hectare of land value ranges from $40,000/ha to $300,000/ha. We have adopted a rate of $185,000/ha for the subject lot.

			~~Summation Approach Calculations~~	~~Summation Approach Calculations~~	~~Summation Approach Calculations~~	~~Summation Approach Calculations~~	~~Summation Approach Calculations~~
Building Type	Building Area		Estimated Replacement Cost		Depreciation Factor		Depreciated or Added Value
			$/sqm	Total	(%)	($)
Shed Total	95 95	m2 @ m2 @	$450 $450	$42,750 $42,750	40.00% 40.00%	$17,100 $17,100	$25,650 $25,650
Add Added Value of Ancillary Improvements Other Adopt $25,000 $25,000
Total Added Value of Improvements $50,650 Add Land Value: 7.11 ha @ $185,000 /ha = $1,315,350
TOTAL SUMMATED VALUE OF PROPERTY $1,366,000 Adopt $1,350,000

15.0 VALUATION SUMMARY

Having regard to the above methodologies our valuation conclusions are summarised below:

Direct Comparison:	$1,350,000
Summation Approach:	$1,350,000
Adopted Market Value:	$1,350,000

16.0 GOODS AND SERVICES TAX

GST Liability:

Liability for GST on the purchase of property is dependent upon:

Whether the vendor is registered for GST;
Whether the property was sold as part of conducting an “enterprise”;
If the sale of the property can be classified as the sale of a “going concern”; and 4. For residential property whether the property has previously been sold.

GST Basis of Valuation: This valuation is inclusive of any GST which may be payable by the vendor.

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17.0 ASSUMPTIONS, CONDITIONS AND LIMITATIONS

Services:	This valuation assumes the mechanical and electrical services
	within the building are adequate in specification and are in good
	operational condition.
Structural:	This valuation assumes the sound structural integrity of the
	building.
Asbestos:	This valuation assumes there is no asbestos or other environmental
	contamination of the property.
Encroachments:	This valuation assumes there is no encroachment of the building
	over the lot boundaries nor any encroachment of adjoining
	buildings onto the subject land.
Title:	This valuation assumes an unencumbered fee simple Title to the
	property.
Unregistered Instruments:	If there are any encumbrances, encroachments, restrictions,
	leases or covenants which are not noted in this report, they may
	affect the assessment of value. If any such matters are known or
	discovered, we should be advised and asked as to whether they
	affect our assessment of value.
Accurate Disclosure:	We have assumed that all information supplied in conducting this
	valuation consists of a full and accurate disclosure of all
	information that is relevant.
Town Planning:	Town Planning information has been obtained verbally from
	representatives of the respective authorities and this valuation
	assumes this information is correct.
Work Orders:	Our valuation assumes that there are no outstanding work orders
	in relation to the existing improvements.
Approvals Compliance:	This valuation has been prepared on the assumption that the
	improvements comply with the approvals, conditions and
	requirements of all appropriate authorities (ie fire, health,
	occupational health and safety, and licensing, where appropriate).
Significant Events:	It is assumed that no significant event occurs between the date of
	inspection and the date of valuation that would impact on the
	value of the subject property.
Inconsistencies:	If there is found to be any variance, inconsistency or contradiction
	in any of the above assumptions then there may be a variation in
	the valuation assessed.

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18.0 VALUATION

As Is Market Value	We are of the opinion that the Market Value of 512 ST Albans
	Road, Baldivis, for Expert Opinion as at 7 October 2009 is:
	One Million Three Hundred and Fifty Thousand Dollars
	($1,350,000)
GST Status:	The above valuation is inclusive of Goods and Services Tax (GST).
Important:	Our valuation is subject to the definitions, qualifications and
	assumptions set out in this report and the whole of the report
	should be read before any reliance, by the addressee or so
	authorised persons, is placed on that valuation.
Currency of Valuation:	This valuation is current as at the date of valuation only.
	Further, Quantia Pty Ltd cannot extend liability, reissue or
	confirm initial valuation after a period ofthree (3) monthsfrom
	the date of valuation, without undertaking a reinspection of the
	property and further investigation and analysis.
Changes in Value:	The value assessed herein may change significantly and
	unexpectedly over a relatively short period (including as a result
	of general market movements or factors specific to the particular
	property).
	We do not accept liability for losses arising from such subsequent
	changes in value. Without limiting the generality of the above
	comment, we do not assume any responsibility or accept any
	liability where this valuation is relied upon after the expiration of
	3 months from the date of the valuation, or such earlier date if
	you become aware of any factors that have any effect on the
	valuation.
Authorised Reliance:	This valuation report is for the use of and may be relied upon only
	by the party to whom it is addressed. No other party is entitled to
	use or rely upon it and the valuer shall have no liability to any
	party who does so.

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Statement of Compliance

We hereby confirm that:

the valuation contained herein has been prepared, to the best of our knowledge, in accordance with the Australian Property Institute and International Valuation Standards ethical code and performance standards;
the statements of fact presented in this report are correct to the best of our knowledge;
the analyses and conclusions contained herein are limited only by the assumptions, conditions and comments contained in this report;
the valuer and the valuation firm do not have any direct, indirect or financial interest in the subject properties or client;
the valuer’s fee is not contingent upon any aspect of the report;
the valuer has satisfied professional education requirements;
the valuer has experience in the location and category of property being valued;
the valuer has personally made an inspection of the property;
the effective date of valuation is specified within this report;
the valuation was undertaken by an independent (external) valuer;
the methods and significant assumptions applied are detailed within the valuation report;
the values were determined directly by reference to observable prices in an active market or recent, available, market transactions on arm’s length terms.

Departures from Valuation Standards

persons other than those specified in the report, have provided professional assistance in preparing this report.

This statement of compliance forms part of and should not be used or read independently of the following report. Reliance should only be upon sighting a signed original document.

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Glossary of Property Terms

API	Abbreviation for “Australian Property Institute”.
Arm’s Length	A concept that implies the parties involved do not have any special or other
	business relationship which may influence the concept of a willing buyer/lessee
	and willing seller/lessor.
As If Complete	A valuation basis whereby the value of the property is assessed on the assumption
	that proposed improvements are complete. Assessed having regard to the market
	at the date the assessment was made.
Body Corporate	A term used in the Strata Titles Act to describe the body representing the building
	owners.
Central Business District (CBD)	The main shopping or business area of a town, city or metropolitan area.
Certificate of Title	A document issued by a title office under a Torrens System of Title, showing
	ownership and interest in a parcel of land.
Common Areas	Areas that are available for the non-exclusive use of all its occupants (owners &
	tenants); e.g. lobbies, corridors, driveways, etc.
Conforming Use	Where the use of a property meets town planning requirements.
Covenant	An agreement between two or more parties to adhere to certain terms,
	conditions or restrictions regarding property, often written into a deed or other
	legal instrument such as a Certificate of Title.
CPI	Abbreviation for “Consumer Price Index” as issued by the Australian Bureau of
	Statistics.
Due Diligence	An investigation of the legal, financial and physical nature and characteristics,
	including the entitlements and liabilities attaching to and arising from a real
	estate asset or assets, usually for acquisition or compliance purposes.
Easement	A right to use the land of another. Most commonly used where Government
	authorities have the right to run, for example, electrical mains or drainage
	through private property.
Encroachment	Where a building extends beyond its surveyed boundary.
Encumbrance	A charge or liability on a property; for example, a mortgage or a special condition
	on the property’s use (ie easements, restrictions and reservations.
Existing Use Rights	Rights established under planning legislation that allow the continued lawful use
	of land or buildings following the introduction of a new town planning scheme or
	controls.
Forced Sale Value	Estimated sale price of an asset, assuming the vendor is obliged to sell without
	reservation.
Freehold	The highest form of interest in land, and the nearest the law allows a real
	property owner to approach property ownership. A freehold estate is one which is
	of unlimited duration, that is to say, it cannot be said of an estate of freehold at
	the time of its creation when it will come to an end.
Ha	Abbreviation for “hectares”.
Highest and Best Use	The most probable use of a property which is physically possible, appropriately
	justified, legally permissible, financially feasible and which results in the highest
	value of the property being valued.
Englobo	Land which is suitable for subdivision into allotments either now or in the
	foreseeable future.
Market Comparison	A method of valuation whereby the evidence derived from the analysis of sales or
	leasing of similar assets is used to assess value.
Mezzanine	An intermediate floor within a room or building.
Mortgagee	Financier who lends money against property as security.
Permitted Use	The allowable use of the premises specified in the lease contract.

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Replacement Cost	The estimated cost at the date of valuation to replace the existing improvements
	to provide the same standard of utility and appointments, using the most
	comparable modern materials and construction methods.
Restrictive Covenant	An undertaking to adhere to a specified restriction on the use of real property or
	(loosely) the restriction itself.
sqm	Abbreviation for “square metres”.
Strata Plan	The registered plan of a strata title property showing the boundaries of lots and
	unit entitlements. Pursuant to legislation on strata or unit titles.
Strata Title	The formal ownership of property held within a strata plan where property is
	defined within horizontal and vertical boundaries.
Summation Approach	Refers to the addition of the value of the parts of real estate to obtain the value
	of the whole (ie land and buildings).

Report Version 2009 [Resi]: Version 4.3

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SCHEDULE OF ANNEXURES

1. LETTER OF INSTRUCTION 2. CERTIFICATE OF TITLE

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ANNEXURE 1.0

LETTER OF INSTRUCTION

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ANNEXURE 2.0

CERTIFICATE OF TITLE

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LANDGATE COPY OF ORIGINAL NOT TO SCALE Wed Sep 30 09:43:49 2009 JOB 33029737

The Directors Freedom Eye Limited

Appendix 4 22 October 2009

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Appendix 4

Independent valuation prepared by Vidoro Pty Ltd

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56 Fallon Drive DURAL NSW 2158

Tel: +61-2-9651 5373

Mobile: 0419 665 553

ABN 28 094 217 482

INDEPENDENT VALUATION OF EXPLORATION LICENCE E52/2095, LOCATED IN WESTERN AUSTRALIA, HELD BY EMPIRE RESOURCES LIMITED

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Figure 1. Location of E52/2095

Prepared for BDO Kendalls Corporate Finance (WA) Pty Ltd by

David G Jones, BSc, MSc, FIMMM, FAusIMM, MAIME, MGSA

Effective Date: 25 September 2009

1.0 BACKGROUND ............................................................................................................................ 3
2.0 TENEMENT STATUS .................................................................................................................... 3
3.0 LOCATION, ACCESS & INFRASTRUCTURE .................................................................................... 3
4.0 PREVIOUS EXPLORATION............................................................................................................ 4
5.0 GEOLOGY .................................................................................................................................... 5
6.0 VALUATION ................................................................................................................................ 6
6.1 Methodology ......................................................................................................................... 6
6.2 Appraised Value Method ....................................................................................................... 6
6.3 Comparable Transaction Method .......................................................................................... 8
Feb 2008: Empire Resources-Radon Resources .................................................................................... 8
Mar 2008: Southern Uranium-Crescent Gold ....................................................................................... 8
Aug 2008: Southern Uranium-Epsilon Energy ....................................................................................... 8
Dec 2008: Bondi Mining-JOGMEC ......................................................................................................... 9
Feb 2009: Royal Resources-Aldershot Resources ................................................................................. 9
6.4 Summary.............................................................................................................................. 10
7. CONCLUSION ............................................................................................................................ 10
REFERENCES ..................................................................................................................................... 11
CERTIFICATE DAVID GARRED JONES ......................................................................................... 13
APPENDIX 1 ...................................................................................................................................... 14

FIGURES

FIGURE 1. LOCATION OF E52/2095 ............................................................................................................ 1 FIGURE 2. LOCAL TOPOGRAPHY, EL E52/2095, SHOWING URANIUM PROSPECTS ................................... 4 FIGURE 3. LOCAL GEOLOGY, E52/2095 ..................................................................................................... 5

Independent Valuation of Exploration Licence E52/2095, WA

1.0 BACKGROUND

Freedom Eye Limited (“FYI”) has engaged BDO Kendalls Corporate Finance (WA) Pty Ltd (“BDO Kendalls”) to prepare an Expert‟s Report in relation to a proposed acquisition of granted Exploration Licence (“EL”) E52/2095 located 125km north of the town of Meekatharra in the state of Western Australia. BDO Kendalls has in turn commissioned Vidoro Pty Ltd to prepare an independent valuation of EL E52/2095 in accordance with the VALMIN Code 2005.

On 28 August 2009 FYI executed a six-month option to evaluate and potentially acquire E52/2095 from the current owner, Empire Resources Limited (“ERL”) . Providing all conditions of the agreement are met, it is expected that the proposed transaction will be put to shareholders of FYI for their approval at the FYI annual general meeting in November 2009.

FYI is an Australian Public Company limited by shares and listed on the Australian Stock Exchange. The company has 577,341,330 Ordinary Shares. In the past three months the company‟s share price has fluctuated between 0.2 cents and 1 cent each, giving a market capitalisation of A$1.2M-A$5.7M. The company‟s net assets reported as at 30 June 2009 were A$1.94M. FYI‟s principal assets are land and buildings valued in the company‟s accounts at A$1.8M.

ERL is an Australian Public Company limited by shares and listed on the Australian Securities Exchange. The company has 82,668,192 Ordinary Shares listed with a paid capital of $10,807,971.00. In the past month the company‟s share price has fluctuated between 7 cents and 9 cents each, giving a market capitalisation of A$5.8M-A$7.4M. ERL‟s assets are 100%owned mineral exploration projects and include Yarlarweelor (uranium), Troy Creek (coppergold-platinum) and Yuinmery (copper-gold). The company also has a small resource of gold at Penny‟s Find near Kalgoorlie.

In March 2007 ERL announced that the company had been granted an option to purchase 100% of the Yarlarweelor project by Zetek Resources Pty Ltd. Zetek was the applicant for two ELs covering an area of 575 sq km (later amended to a single EL application covering the same area). ERL could exercise the option by issuing 5 million shares to Zetek. A further 2.5 million shares would be issued on completion of a bankable feasibility study. The option was exercised by ERL in June 2007 with the issue of the 5 million shares at a price of 18 cents plus $70,333 in cash. Thus the acquisition valued the property as A$970,333 at a time when the application was still awaiting grant.

Mining of uranium in Western Australia was prohibited under the policy of the former Labor State Government from June 2002 until to September 2008. On November 17, 2008, the current Liberal State Government revoked the ban and is now focusing on developing this sector. Lifting the ban should have enhanced the value of uranium projects in WA.

2.0 TENEMENT STATUS

The status of EL E52/2095 has not been formally confirmed by Vidoro Pty Ltd, apart from a search of the WA Department of Mines and Petroleum (“DMP”) Mineral Titles Online System. A copy of the Mining Tenement Summary Report is attached as Appendix 1. The tenement was granted on 15 August 2007 for a period of five years, and appears to be in good standing with rents paid up to date and actual expenditure in excess of the minimum obligation of $159,000 for the first year to 14 August 2008.

3.0 LOCATION, ACCESS & INFRASTRUCTURE

The location of E52/2095 is shown in Figure1 above. It is centred approximately 125 km north of Meekatharra, on the Robinson Range 1:250,000 topographic map sheet.

The prospects are reached from Meekatharra via the sealed Great Northern Highway to the Fortnum mine turn-off, then 90 km of good gravel haul road to the Fortnum mine, followed by 20 km of graded track to the Wilthorpe mine. From Wilthorpe, a very rough track leads some

Independent Valuation of Exploration Licence E52/2095, WA

10km into the prospects. Alternatively, a graded gravel road leads 120km from Meekatharra to Mount Padbury homestead, followed by 50km of partly graded tracks from Mount Padbury homestead. The topography is generally flat with low hills up to 100m high above the extensive surrounding plain which is at around 500m above sea level. The hills include Mount Labouchere, Mount Padbury and Mount Fraser.

Water supplies are unreliable with only a few semi-permanent water-holes in the nearby creeks. Potable water is available from Despair Bore and Ti-Tree Bore, about 15km from the prospects.

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Figure 2. Local topography, EL E52/2095, showing uranium prospects

4.0 PREVIOUS EXPLORATION

The Yarlarweelor prospect was located during 1978 by Agip Australia Pty Ltd (“Agip”). Agip were following up an airborne radiometric survey conducted by Aero Service Australia Pty Ltd in 1972 on behalf of the Bureau of Mineral Resources (“BMR”). The airborne survey had delineated an anomaly that ground inspection by Agip showed to be associated with granitic rocks and metasediments in a gneissic complex. Four mineral claims (MC 52/2821-2824) were registered in Dec 1978.

Geological mapping and ground radiometrics carried out by Agip in 1978 outlined 5 zones of anomalous schist, three of which (Zones 3, 4 & 5) occur within E52/2095. A series of 5 pits were blasted into zones 1 & 2, followed up by 716m of percussion drilling using a Schramm T42 rig. Uraninite was identified in 3 holes and brannerite in one drill hole.

In the first year a total of 12 holes were successfully drilled to target depth in the Zone 1 schist, and 4 other holes failed to reach target depth due to breakdowns. One hole was drilled in Zone 2 and one hole into Zone 3. A single hole was drilled about 500m east to test a quartzite band. Over the period until Agip allowed the licence to expire on 19 January 1981, Agip drilled a total of 58 percussion holes within the area now covered by E52/2095, for a total of 3,972m drilled. Results ranged from narrow widths of moderate grade mineralisation (e.g. 8m @ 708 ppm U3O8 in hole KRP13) to broad widths of low-grade mineralisation (e.g. 25m @ 202 ppm U3O8 in hole KRP5). At the time, when uranium prices were a low US$8/lb U3O8, Agip concluded that the grades were too low to be economic. At today‟s prices of

Independent Valuation of Exploration Licence E52/2095, WA

US$50/lb U3O8, those grades are significant if a very large resource (i.e. >20,000t contained U3O8) of open-pit mineralisation could be defined.

Extensive petrographic examination of drill and rock samples conducted on behalf of Agip showed that the uranium mineral is almost entirely uraninite, which augers well for potentially simple metallurgical processing with high recovery.

5.0 GEOLOGY

The prospects are hosted by the Paleoproterozoic Yarlarweelor Gneiss Complex, mainly composed of banded leucocratic and mesocratic granitic gneisses, consisting of several interlayered granitic rock types that have been repeatedly deformed and metamorphosed.

The oldest units in the Yarlarweelor Gneiss Complex comprise 3300-2600 Ma granites, granitic gneiss and supracrustal rocks of the Narryer Terrane (Yilgarn Craton). The Yarlarweelor Gneiss Complex is in faulted contact with the low- to locally medium-grade sedimentary and mafic igneous rocks of the Paleoproterozoic Bryah and Padbury Basins in the south and east.

The Yarlarweelor Gneiss Complex was locally deformed and intruded by voluminous granite of the Moorarie Supersuite at 1820-1780 Ma. The intrusion of these 1800 Ma granites was either subparallel or highly discordant with respect to gneissic layering in the Archaean granitic gneiss. The granites range from well foliated to massive and undeformed.

==> picture [416 x 284] intentionally omitted <==

Figure 3. Local geology, E52/2095

Primary uraninite mineralisation has been recorded from 5 locations within EL E52/2095. Four of these are within the distinctive Despair Granite where the uranium mineralisation is structurally controlled and associated with strong potassic alteration. At Mica Bore in the central part of the tenement, uranium mineralisation with anomalous gold is associated with lenses of banded iron formation close to radiometrically anomalous pegmatites.

Independent Valuation of Exploration Licence E52/2095, WA

6.0 VALUATION

6.1 Methodology

The valuation presented in this document is restricted to a statement of the fair value of the tenement. The Valmin Code defines fair value as “The estimated amount of money, or the cash equivalent of some other consideration, for which, in the opinion of the Expert reached in accordance with the provisions of the Valmin Code, the mineral asset or security shall change hands on the Valuation date between a willing buyer and a willing seller in an arm‟s length transaction, wherein each party had acted knowledgeably, prudently and without compulsion”.

In Canada, the Ontario Securities Commission and Toronto Stock Exchange will accept only two methods for exploration property valuations. These are the Appraised Value and the Comparative Transaction approaches.

The Valmin Code is more flexible and will accept a wider range of methods for valuing mineral and exploration assets. As well as the Appraised Value and Comparative Transaction methods, other acceptable techniques include:

Discounted cash flow,
Capitalisation of earnings,
Ratings systems related to Perceived Prospectivity,
Real Estate value.

Without identified reserves the first two are inappropriate.

The most readily accepted rating system related to Perceived Prospectivity is the modified Kilburn Geological Engineering/Geoscience Method and is a rating method based on the basic acquisition cost („BAC‟) of the tenement that applies incremental, fractional or integer ratings to a BAC cost with respect to various prospectivity factors to derive a value. Under the Kilburn method the valuer is required to systematically assess four key technical factors which enhance, downgrade or have no impact on the value of the property. The factors are then applied serially to the BAC of each tenement in order to derive a value for the property. The factors used are; off-property attributes, on-property attributes, anomalies and geology. A fifth factor that may be applied is the current state of the market. In the absence of data suitable for comparing transactions or determining an appraised value, the Kilburn Method may be useful. However it is highly subjective and Vidoro prefers the Canadian approach.

The “Real Estate” value determinations may be made according to the independent expert‟s knowledge of the particular property. This can include a discount applied to values arrived at by considering conceptual target models for the area. The market value may also be rated in terms of a dollar value per unit area or dollar value per unit of resource in the ground. This includes the range of values that can be estimated for an exploration property based on current market prices for equivalent properties, existing or previous joint venture and sale agreements, the geological potential of the properties regarding possible potential resources, and the probability of present value being derived from individual recognised areas of mineralisation. This method is inherently subjective according to technical considerations and the informed opinion of the valuer.

6.2 Appraised Value Method

The Appraised Value Method is considered one of the methods most applicable to appraising the value of exploration properties, which have neither viable ore reserves nor any commercial production possibilities on which to establish a value. Accordingly, the real value of an exploration property is its potential for the existence of an economically viable ore body. An objective way to value a property‟s exploration potential is to equate it to the cost of exploration work that is warranted to assess the potential.

Independent Valuation of Exploration Licence E52/2095, WA

Appraising an exploration property with this method assumes that a direct relationship exists between the amount of exploration work performed on the property and the value of the property. Past expenditures on a property of merit will produce a current dollar value for that property that is at least equal to the total amount expended, in current dollars. Expenditures considered as contributing to the value of the property are those that are judged to be relevant, prudent, and which were incurred in accordance with normally accepted industry practices.

Evaluating the results of an exploration programme and their relevance to the appraisal process involves assessing such parameters as the geological environment of the property and its exploration potential, the exploration procedures utilised and their applicability to the style of mineralisation being sought or expected, the overall scope of the work performed, the effectiveness of the work conducted, and the depth and experience of the management team involved.

Another approach adopted by Vidoro Pty Ltd has been to take the major items of work done (drilling, underground work, assaying etc) and assign a dollar value based on the cost today of replicating that work. The figures used have been obtained from recognised contractors currently carrying out identical work. Administrative and office costs have been excluded.

Exploration Expenditure
Agip (1978-81)
Historica
l
Metres drilled:
3,972m
Historical cost in A$:
$23.24/m
Total Historical drilling cost in A$:
$92,302
Current cost/m RC in A$:
$100/m
Replacement cost in 2008 A$:
No. Samples assayed:
1,106
Historical assay cost in A$:
$8.96/sample
Total Historical assay cost in A$:
$9,909
Current assay cost in A$:
$38/sample (XRF)
Replacement cost in 2008 A$:
Total Historical labour cost in A$:
$140,799
Replacement labour cost in 2008 A$:
Total Historical field costs in A$:
$8,397
Replacement field cost in 2008 A$:
Total Historical services cost in A$:
$4,963
Replacement services cost in 2008 A$:
Total Historical geophysical cost in A$:
$21,036
Replacement geophysical cost in 2008 A$:
Total Historical drafting etc cost in A$:
$47,289
Replacement drafting etc cost in 2008 A$:
Totals:
$324,695

Replacement

$397,200
$42,028
$540,668
$32,244
$19,059
$80,778
$181,591
$1,293,568

Alternatively, historical costs could be escalated at the inflation rate determined by the Reserve Bank of Australia (“RBA”). The RBA has determined that a basket of goods in the year 1979 that cost $1.00 would have cost $3.84 in 2008 (2009 CPI not yet available). Thus historical costs in 2008 dollars by this method would be $1,246,830. Averaging this with the Replacement Cost determined above gives $1,270,199.

Note that office, tenement maintenance and ancillary costs are excluded. Only effective exploration beneficial to the advancement of the project has been considered.

Independent Valuation of Exploration Licence E52/2095, WA

In addition, since the grant of the EL, ERL has undertaken useful airborne geophysical and ground reconnaissance work. The contracted cost of the airborne geophysics in 2008 was $93,241, and the on-ground field costs for the reconnaissance work totalled $35,294.

Vidoro‟s estimate of effective historical plus recent exploration expenditure is A$1.29M plus A$0.13M = A$1.4M.

6.3 Comparable Transaction Method

One of the better methods of determining property value is by conducting an analysis of other recent transactions on equivalent properties, preferably within similar geographic and geologic environments, with the same exploration potential and style of mineralisation, and at the same stage of development. Such a transaction should be between parties dealing at arms length. The date of the comparable transaction should be as close as possible to the subject property‟s valuation date as time-related factors can affect the value. These transactions can be through a direct cash payment, a farm-in or option agreement or a combination of the above. Similar transactions can be compared and expressed in a number of ways, e.g. dollars per unit area, price paid per unit of mineral commodity in the ground, or on expenditure commitments.

Comparison of recent transactions of equivalent properties is effective because it relates the price paid to that which an informed investor would be willing to pay to obtain a similar property. Vidoro Pty Ltd believes that the following comparable transactions are relevant:

Feb 2008: Empire Resources-Radon Resources

On 25 February 2008, ERL announced that Perth-based Radon Resources Limited had been granted an option to purchase exploration licence E52/2095 and all technical information relating to the Yarlarweelor prospect for a six month option fee of $10,000, with provision for a three month extension. The option could be exercised by a total payment of $1.75 million, comprising $1.0 million in cash and $750,000 worth of fully paid ordinary shares in Radon together with 3,000,000 unlisted options exercisable at 25 cents per option prior to September 2011. A royalty of $1.00 per pound for production up to 2,000,000 pounds U308 would be payable if Radon reported the discovery of a resource in excess of 5,000 tonnes U308 with a minimum cutoff grade of 100ppm U prior to 20 June 2011. The agreement was conditional upon Radon being admitted to the official list of the ASX within the option period. This condition was not satisfied and ERL announced the termination of the option agreement on 26 August 2008.

If it had proceeded, the transaction would have valued E52/2095 as A$1.75M.

Mar 2008: Southern Uranium-Crescent Gold

On 4 March 2008 Southern Uranium Limited (“SNU”) announced the execution of a joint venture agreement with a subsidiary of Crescent Gold over the latter‟s EL 24837 at Calvert Hills in the Northern Territory. The EL lies along strike from the Westmoreland uranium deposits. Although prospective, the project is conceptual with only one previous drill hole in the property. SNU can earn up to 75% by spending A$1M on exploration by 30 June 2009.

The transaction values EL 24837 as A$1.33M.

Aug 2008: Southern Uranium-Epsilon Energy

On 19 August 2008 SNU announced the finalisation of a joint venture agreement with Epsilon Energy Limited over the latter‟s EPM 15041 “Pandanus West” in the Georgetown region of Queensland. The EPM area includes several uranium prospects discovered and explored by Urangesellschaft Australia Pty Ltd and Minatome Australia Pty Ltd from 1975 until 1983. The recognised deposit styles are volcanic- and sandstone-hosted uranium.

The Eel, Palm, Teddy, Pamplemousse and Hat prospects were initially delineated by airborne radiometrics and ground prospecting, then tested by shallow AirTrack and open-hole

Independent Valuation of Exploration Licence E52/2095, WA

percussion drilling. Assayed samples were analysed by XRF at the ALS Brisbane laboratories. The Eel and Palm prospects are situated 2km apart along Devonian conglomerate and sandstone units in the southeast corner of the EPM area. Testing of the Eel prospect involved 37 AirTrack holes averaging 51 metres downhole depth and 25 percussion holes averaging 145 metres depth.

The best reported intersections were in deeper intervals: 5 metres (from 105m to 110m downhole) @ 1212 parts per million (“ppm”) U3O8; and 6 metres (155m to 161m downhole) @ 644 ppm U3O8. 15 other holes achieved intersections of 1m to 14m assaying in the range from 150 to 600 ppm U3O8. The remaining holes intersected intervals assaying less than 150ppm U3O8. The primary uranium mineralisation was reported as uraninite.

SNU can earn up to 60% by spending A$0.2M on exploration by 31 August 2009. The transaction valued EPM 15041 as A$0.33M. The continuing opposition of the Queensland Labour government to uranium mining in the State undoubtedly lowers the value of uranium properties in Queensland.

Dec 2008: Bondi Mining-JOGMEC

On 22 December 2008 Bondi Mining Ltd (“BOM”) announced that it had entered into a joint venture with the Japanese government resource entity, JOGMEC (Japan Oil, Gas and Metals National Corporation), to invest in exploration over Bondi's 100%-owned Murphy Project. The Murphy project is a single tenement which lies along strike from the Westmoreland uranium deposits of Laramide Resources. During 2008, BOM flew a detailed 26,000 line kilometre airborne geophysical survey, collected over 3000 alpha track radon track etch measurements, and drilled 167 shallow RAB holes, resulting in the identification and upgrading of a number of high priority targets which are now ready for drilling.

JOGMEC will earn up to 51% by spending a total of A$3 million by March 31, 2013. Thus the transaction values 100% of the project as $5.88M.

Feb 2009: Royal Resources-Aldershot Resources

On 16 February 2009, Royal announced that an agreement had been signed with Torontolisted Aldershot Resources, which would see Royal acquire up to 60% interest in Aldershot‟s four Northern Territory uranium properties by spending $A300,000 per annum for three years. The projects included in the agreement are the George, Waterhouse West and ABC projects in the Pine Creek Orogen, and the Ngalia project in the Ngalia basin.

The George Project is located 95km south of Darwin and 30km north of Rum Jungle. The 84 sq km EL covers the historical Adelaide River and George Creek Prospects. These prospects are vein-type uranium deposits that were mined for a short period in the late 1950s. During 2006 Aldershot completed an airborne radiometric-magnetic survey and 32 radiometric anomalies were identified for ground checking. During 2007 Aldershot undertook drilling (4 diamond holes), mapping, re-sampling and follow up of airborne anomalies. Drilling concentrated on the known prospects with 2 holes drilled at Adelaide River Mine and two holes drilled at the George Creek Prospect. ARDDH002 intersected 7.1m @ 0.41% U3O8 from 89.9 m to 97.0m down hole.

Past exploration in the Waterhouse West area near Rum Jungle, particularly during the 1970s and 1980s, delineated a 6 km long zone defined by anomalous radon and scintillometer readings plus RAB drilling (up to 150 ppm U3O8) and roughly coincides with a carbonate unit (Coomalie Dolostone). The southeastern extension of this zone contains the Kylie Prospect (5 km SE) where historical drilling intersected up to 5.7m @ 0.39% eU3O8. The historic uranium mines in the Rum Jungle Uranium Field occur predominantly where contacts between carbonate and pyritic/carbonaceous units are associated with fault zones.

Uranium mineralization at the ABC prospect was discovered by BMR geologists in 1953. There has only been minimal exploration on the prospect since its initial discovery.

Independent Valuation of Exploration Licence E52/2095, WA

Similarly, there has been very little exploration in the Ngalia project area. An airborne radiometric-magnetic survey was completed by Aldershot at the end of 2006 and during 20078 the data was processed and interpreted resulting in 19 anomalies that warranted ground checking.

The transaction values 100% of Aldershot‟s 4 properties as A$1.5M.

6.4 Summary

Normally in the attempted valuation of exploration properties, a very wide range of estimates emerges from the analysis. However, in this case (apart from the Bondi-JOGMEC and SNU/Epsilon transactions), a surprisingly narrow cluster of values has resulted.

These are tabulated below:

Appraised Value method:

Total effective historical expenditure in A$:
$0.32 million
Replacement of historical expenditure in 2008 A$:
Total effective recent expenditure in 2008 A$:
Appraised Value:
Comparative Transaction method (in A$):
Empire/Radon:
$1.75 million
Southern Uranium/Crescent Gold:
$1.33 million
Southern Uranium/Epsilon Energy:
$0.33 million
Bondi/JOGMEC:
$5.88 million
Royal Resources/Aldershot Resources:
$1.40 million
Mean Value:
$2.14 million

$1.29 million
$0.13 million
$1.42 million

Discarding the anomalous Bondi/JOGMEC and the SNU/Epsilon transactions gives a mean value of $1.49 million .

7. CONCLUSION

The range of acceptable values is quite tight, between $1.42 and $1.49 million. My inclination is to lean towards the higher end and assign a value of A$1.5 million to E52/2095.

Yours sincerely,

Vidoro Pty Ltd per:

==> picture [173 x 85] intentionally omitted <==

David G Jones, FAusIMM Qualified Person

Independent Valuation of Exploration Licence E52/2095, WA

REFERENCES

Agip Australia Pty Ltd, 1979. Annual Report, Mineral Claims 52/2821-2824 . WAMEX Report A8414.

Agip Australia Pty Ltd, 1980. Final Report for Temporary Reserve 6933H . WAMEX Report A8704.

Agip Australia Pty Ltd, 1980. Annual Report for Temporary Reserve 6932H . WAMEX Report A8877.

Agip Australia Pty Ltd, 1980. Annual Report for Temporary Reserve 6942H . WAMEX Report A8878.

Agip Australia Pty Ltd, 1980. Annual Report, Mineral Claims 52/3570-3571 . WAMEX Report A8916.

Agip Australia Pty Ltd, 1980. Annual Report, Mineral Claims 52/2821-2824 and 3213-3221 . WAMEX Report A8918.

Agip Australia Pty Ltd, 1980. Final Report for Temporary Reserve 6942H . WAMEX Report A9633.

Agip Australia Pty Ltd, 1981. Annual Report, Mineral Claims 52/3209-3212, 3741-3747, 3570-3571 and 3738-3740 . WAMEX Report A9599.

Agip Australia Pty Ltd, 1981. Annual Report, Mineral Claims 52/2821-2824, 3213-3221 and MCA 3990 . WAMEX Report A9631.

Agip Australia Pty Ltd, 1982. Final Report, Mineral Claims 52/2821-2824, 3209-3211, 32133215,3216-3221,3738-3740, 3741-3747, 3570-3571, 4255-4278 and MCA 3990 . WAMEX Report A10762.

Bondi Mining Limited, 2008. Bondi Mining Enters A$3.0M Uranium Exploration JV with Japan’s JOGMEC at the Murphy Project, NT . ASX release dated 22 December 2008.

Elias, M. & Williams, S.J., 1980. Explanatory Notes, Robinson Range 1:250,000 Geology Sheet . Geol.Surv.WA.

Empire Resources Limited, 2008. Cash Boost for Copper-Gold Projects as Empire Sells WA Uranium Asset for $1.75M . ASX release dated 25 February 2008.

Occhipinti, S.A., Myers, J.S. & Swager, C.P., 1998. Geology of the Padbury 1:100,000 Geology Sheet . Geol.Surv.WA.

Royal Resources Limited, 2009. Royal Secures NT Uranium Projects . ASX release dated 16 February 2009.

Southern Uranium Limited, 2008a. Southern Uranium Signs JV with Uranium West . ASX release dated 4 March 2008.

Southern Uranium Limited, 2008b. Southern Uranium Enters New JV in Queensland . ASX release dated 17 April 2008.

Southern Uranium Limited, 2008c. Agreement Finalised for Uranium JV in North Queensland . ASX release dated 19 August 2008.

Independent Valuation of Exploration Licence E52/2095, WA

Swager, C.P. & Myers, J.S., 1999. Geology of the Milgun 1:100,000 Geology Sheet . Geol.Surv.WA.

Western Mining Corporation, 1979. Terminal Report, Ti Tree Bore Mineral Claims, 7 Aug 78-19 Oct 78 . WAMEX Report A8405.

Independent Valuation of Exploration Licence E52/2095, WA

CERTIFICATE

David Garred Jones

I, David Garred Jones, BSc., MSc., hereby certify that:

I am an independent Consulting Geologist and Professional Geoscientist residing at 56 Fallon Drive, DURAL NSW 2158, Australia.

I graduated from the University of Adelaide, Adelaide, South Australia in 1964 with a Bachelor Degree in Science in the field of Geology, and earned a further degree of Master of Science from the same University in 1976. I have practised my profession as a Geologist for the past 45 years since graduation, in the field of Mineral Exploration. Since leaving my most recent corporate employer, Newcrest Mining Limited, after 22 years with that company, I have written a considerable number of Independent Geologist‟s Reports for companies seeking stock exchange listing or significant additional funds for exploration.

I have carried out geological work in 52 countries and supervised projects in 11 countries including Australia, New Zealand, Papua New Guinea, the Solomon Islands, Fiji, Indonesia, Vietnam, Greece, Romania, Scotland, and Ireland.

My specific experience concerning the Yarlarweelor area is related to my position as Exploration Manager-WA of Newmont Australia Limited, when I supervised mineral exploration projects in the Ashburton region. I am familiar with the geology and mineralisation of Yarlarweelor and the surrounding region. I have been working in the field of uranium exploration continuously since 2003, following earlier experience in 1967-68.

I was elected a Fellow of the Australasian Institute of Mining and Metallurgy (“The AusIMM) in 1973, having been a member since 1961. My status as a Fellow of The Aus IMM is current. I have been a Member of the Geological Society of Australia continuously since 1963.

I am also a Fellow of The Institute of Materials, Minerals, and Mining in London, and recognized as a Qualified Person in the European Union. In addition, I have been a Member of the Denver-based Society of Mining, Metallurgy and Exploration Inc. continuously for over 30 years, and a Registered Member for the purpose of submitting reports to the New York Stock Exchange since August 2006. I am recognised as a Qualified Person by the Ontario Securities Commission and the Toronto Stock Exchange for the purposes of mineral valuations and the preparation of Independent Expert Reports under National Instrument 43101.

I have based this valuation on my personal experience of the tenement area. I am familiar with the Valmin Code and this valuation is prepared in compliance with its provisions.

I have no direct or indirect interest in the properties which are the subject of this report. I do not hold, directly or indirectly, any shares in Empire Resources Limited, Freedom Eye Limited or any of their affiliated companies. I will receive only normal consulting fees for the preparation of this report.

Dated at Sydney this 25[th] day of September 2006.

Respectfully submitted

==> picture [123 x 61] intentionally omitted <==

David Garred Jones BSc., MSc., FAusIMM, FIMMM, MAIME, MGSA

Independent Valuation of Exploration Licence E52/2095, WA

APPENDIX 1

Mining Tenement Summary Report

==> picture [361 x 68] intentionally omitted <==

Mineral Titles Online System

MINING TENEMENT SUMMARY REPORT

E 52/2095 EXPLORATION LICENCE

Status: Live

Tenement Summary

File Reference : Death Reason : Mark Out : Death Date : Received : 08/03/2007 08:30:00 Commence : 15/08/2007 Expiry : 14/08/2012 Warden’s Recommendation : Grant 18/05/2007 Purpose :

DESCRIPTION DETAILS

	DESCRIPTIO
Type Start Date Granted 15/08/2007 Applied For 08/03/2007
	SHIRE DETAILS
Shire MEEKATHARRA SHIRE	Shire No Area 5250 159.00000 BL

Created 03/09/2009 11:08:35

Requested By: David Jones/Page 1 of 2

E 52/2095 EXPLORATION LICENCE - Live

Mining Tenement Summary Report

CURRENT HOLDER DETAILS

Name and Address

EMPIRE RESOURCES LTD C/- WESTERN TENEMENT SERVICES, PO BOX 428, GREENWOOD, WA, 6924

RELATED TENEMENT DETAILS

Relationship Tenement ID Tenement Status SURVEY DETAILS Surveyed Area Surveyed Surveyor`s Name Field Book Instruction Project Date Date Standard Plan Diagram UNCONDITIONAL PERFORMANCE BOND DETAILS Bond Surety Amount Bond date Bond status Bond status date COMBINED REPORTING DETAILS C Number : Reporting Date : Project : Affecting Period :

RENT DETAILS

Year Ended	Receipt Date	Receipt No	MR Lodged	Amount
2010	06/08/2009	68075	PE	$18,854.22
2009	01/09/2008	55679	PE	$18,102.15
2008	15/08/2007	(REFUND) 5437	ME	$2,578.50
2008	15/08/2007	(REFUND) 39650	PE	$257.85
2008	11/07/2007	39650	PE	$1,776.30
2008	08/03/2007	5437	ME	$17,763.00
		EXPENDITURE DETAILS

Year	Expenditure	Minimum	Expenditure	Exemption	Exemption	Outcome
	Lodged	Expenditure	Claimed	Amount	Number	Date
2010		$159,000.00
2009		$159,000.00
2008	19/09/2008	$159,000.00	$193,497.00

Created 03/09/2009 11:08:35

Requested By: David Jones/Page 2 of 2

ENDORSEMENTS	Start
The licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.	15/08/2007
The licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native	15/08/2007
Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is
obtained.
The grant of the Exploration Licence has been made in accordance with the Nharnuwanagga Wajarri and Ngarlawangga	15/08/2007
Indigenous Land Use Agreement between the State of Western Australia and the Native Title Holders registered under Section
24CL of the Native Title Act 1993 on 5 July 2001.
The grant of this licence does not include the land the subject of prior Exploration Licence 52/1426. If the prior licence expires, is	15/08/2007
surrendered or forfeited that land may be included in this licence, with the exception of the land contained in Meekatharra blocks
1345; v,w,x, 1416; d,e,j,k, 1417; a,b,f,g, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled
"Transitional provisions relating to Geocentric Datum of Australia".
Conditions
All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after	15/08/2007
completion.
All costeans and other disturbances to the surface of the land made as a result of exploration, including drill pads, grid lines and	15/08/2007
access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Industry and
Resources (DoIR). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise
approved in writing by the Environmental Officer, DoIR.
All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the	15/08/2007
mining tenement prior to or at the termination of exploration program.
Unless the written approval of the Environmental Officer, DoIR is first obtained, the use of drilling rigs, scrapers, graders,	15/08/2007
bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited.
Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after
backfilling and/or completion of operations.
The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if	15/08/2007
contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment
such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:-	15/08/2007
the grant of the Licence; or
registration of a transfer introducing a new Licensee;
advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.
No interference with Geodetic Survey Station RRA 3 and RRA 5 and mining within 15 metres thereof being confined to below a	15/08/2007
depth of 15 metres from the natural surface.
No interference with the use of the Aerial Landing Ground and mining thereon being confined to below a depth of 15 metres from	15/08/2007
the natural surface.
The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration	15/08/2007
activities on Water Reserve 12865.
The rights conferred by this Exploration Licence may not be exercised until a Heritage Agreement (as defined in the	15/08/2007
Nharnuwangga Wajarri and Ngarlawangga Indigenous Land Use Agreement) has been entered into in respect of the Licence
provided that this restriction only applies for so long as the Nharnuwangga Wajarri and Ngarlawangga Indigenous Land Use
Agreement is in force.
The holder from time to time of this Exploration Licence shall not so long as the Nharnuwangga Wajarri and Ngarlawangga	15/08/2007
Indigenous Land Use Agreement is in force carry out an exploration activity (as defined in the Nharnuwangga Wajarri and
Ngarlawangga Indigenous Land Use Agreement) other than in accordance with the Heritage Agreement.
Consent to mine on Stock Route Reserves 9698 and 10367 granted, subject to:	15/08/2007
No mining operations being carried out on Stock Route Reserves 9698 and 10367 which restrict the use of the reserves.	15/08/2007

FREEDOM EYE LIMITED ACN 061 289 218 PROXY FORM

APPOINTMENT OF PROXY Freedom Eye Limited ACN 061 289 218

I/We being a Shareholder of Freedom Eye Limited entitled to attend and vote at the Annual General Meeting, hereby Appoint

Name of Proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at Unit 9, 8 Sarich Way, Technology Park, Bentley, Western Australia on 30 November 2009 at 10:00am (WST) and at any adjournment thereof.

Voting on Business of the Annual General Meeting


Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Director – Grant Bennett
Resolution	3	Election of Director – David Sparling
Resolution	4	Approval to change of activities
Resolution	5	Consolidation of capital
Resolution	6	Approval to issue Shares to Empire Resources Limited
Resolution	7	Approval to change the company name
Resolution	8	Approval to allot and issue shares to raise funds
Resolution	9	Approval to participation in the Capital Raising by Russell Barnett
Resolution	10	Approval to participation in the Capital Raising by Adrian Jessup
Resolution	11	Approval to participation in the Capital Raising by David Sargeant

If the chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of all Resolutions. 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 Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is %

Please return this Proxy Form to the Company Secretary, Freedom Eye Limited, Unit 9, 8 Sarich Way, Bentley, Western Australia or by post to PO Box 1102, East Victoria Park, Western Australia, 6981 or by fax to (08) 9472 0475 by 10:00am (WST) on 28 November 2009.

Signed this day of 2009.

By: Individuals and joint holders Signature Signature Signature	Companies (affix common seal if appropriate)
	Director

	Director/Secretary

Signature	Sole Director and Sole Secretary

FREEDOM EYE LIMITED

ACN 061 289 218

Instructions for Completing Appointment of Proxy Form

In accordance with section 249L of the Corporations Act, a shareholder of the Company who is entitled to attend and cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
2 directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in sections 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with sections 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of sections 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
In accordance with section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments: Registered Office: Unit 9, 8 Sarich Way, Bentley, Western Australia, 6102

Fax Number: +61 (8) 9472 0475

Postal Address: PO Box 1102, East Victoria Park, Western Australia 6981

by no later than 48 hours prior to the time of commencement of the Meeting.

AI assistant

CADOUX LIMITED — AGM Information 2009

64620_rns_2009-10-26_e51b9579-04e8-4e83-8084-f36e70f840a5.pdf

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

How to Vote

Voting in Person

Voting by Proxy

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

GENERAL BUSINESS

Accounts and Reports

Resolution 1 – Adoption of Remuneration Report

Resolution 2 - Re-election of Director – Grant Bennett

Resolution 3 - Election of Director – David Sparling

SPECIAL BUSINESS

Resolution 4 – Approval to Change of Activities

Resolution 5 – Consolidation of Capital

Resolution 6 – Approval to issue Shares to Empire Resources Limited

Resolution 7 – Approval to change Company name

Resolution 8 – Approval to allot and issue Shares to raise funds

Resolution 9 – Participation in Capital Raising by Russell Barnett

Resolution 10 - Participation in Capital Raising by Adrian Jessup

Resolution 11 – Participation in Capital Raising by David Sargeant

By order of the Board

VOTING AND PROXIES

FREEDOM EYE LIMITED ACN 061 289 218

EXPLANATORY STATEMENT

PART A – INFORMATION ABOUT THE YARLARWEELOR ACQUISITION

1. INTRODUCTION

2. THE TENEMENT

2.1 Exploration strategy

2.2 Yarlarweelor Acquisition agreement

3. CAPITAL RAISING

4. PROPOSED TIMETABLE

5. EFFECT OF YARLARWEELOR ACQUISITION ON COMPANY

5.1 Pro forma capital structure

6. CHANGE TO COMPANY NAME

7. CHANGE TO BOARD OF DIRECTORS

Adrian Jessup

David Sargeant

8. OTHER INFORMATION

8.1 Directors’ recommendation

8.2 Conditionality of Resolutions

8.3 Plans for the Company if the Resolutions are not passed

PART B – RESOLUTIONS AND REGULATORY REQUIREMENTS

9.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

10. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – GRANT BENNETT

11.

RESOLUTION 3 – ELECTION OF DIRECTOR – DAVID SPARLING

12.

RESOLUTION 4 – APPROVAL TO CHANGE OF ACTIVITIES

13. RESOLUTION 5 – CONSOLIDATION OF CAPITAL

14. RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO EMPIRE RESOURCES LIMITED

14.1 Corporations Act requirements – section 611 item 7

14.2 Information required to be given under the Corporations Act

14.3 ASX Listing Rule 7.1

15. RESOLUTION 7 - APPROVAL TO CHANGE COMPANY NAME

16. RESOLUTION 8 - APPROVAL TO ALLOT AND ISSUE SHARES TO RAISE FUNDS

17. RESOLUTIONS 9, 10 AND 11 – PARTICIPATION IN THE CAPITAL RAISING BY RUSSELL BARNETT, ADRIAN JESSUP AND DAVID SARGEANT

FREEDOM EYE LIMITED ACN 061 289 218

GLOSSARY

Annexure 1

Independent Expert's Report

FINANCIAL SERVICES GUIDE

AND

FREEDOM EYE LIMITED

Financial Services Guide

22 October 2009

Financial Services Guide

Information about us

Financial services we are licensed to provide

General Financial Product Advice

Financial Services Guide

Fees, Commissions and Other Benefits that we may receive

Remuneration or other benefits received by our employees

Referrals

Complaints resolution

CADOUX LIMITED AGM Information 2009