CANNINDAH RESOURCES LIMITED — Proxy Solicitation & Information Statement 2011

Apr 5, 2011

Planet Metals Limited ACN 108 146 694

Notice of General Meeting and Explanatory Statement

Date of Meeting: Monday 9 May 2011

Time of Meeting: 9.00am (Brisbane time)

HopgoodGanim Lawyers, Level 7 Waterfront Place, 1 Eagle
Street, Brisbane Qld 4000 Place of Meeting:

Notice of General Meeting

Notice is given that an Extraordinary General Meeting of shareholders of Planet Metals Limited ACN 108 146 694 (Company) will be held at the offices of HopgoodGanim Lawyers, Level 7 Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 on Monday 9 May 2011 commencing at 9.00am (Brisbane time).

Agenda

Ordinary business

$\mathbf 1$ . Resolution - Approval of share sale

To consider and, if thought fit, pass the following Resolution, without amendment:

"That for the purposes of Listing Rule 11.1.2 and for all other purposes, approval be granted for Planet Metals to sell all the shares it holds in its wholly owned subsidiary Wolfram Camp Mining Pty Ltd pursuant to the terms of the Share Sale Agreement and otherwise on the terms and conditions set out in the Explanatory Statement to this Notice."

Voting exclusion statement

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 as a holder of ordinary securities, if the resolution is passed; and
• any associate of a person who might obtain a benefit, except a benefit solely in the $\bullet$ capacity as a holder of ordinary securities, if the resolution is passed.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance $\blacksquare$ with the directions on the proxy form; or
• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

General business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By order of the board

Tile

John Kevin Haley Company Secretary 6 April 2011

Introduction 1.

This Explanatory Statement is provided to Shareholders of Planet Metals Limited ACN 108 146 694 (Company) to explain the Ordinary Resolution to be put to Shareholders at the General Meeting to be held at the offices of HopgoodGanim Lawyers, Level 7 Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 on Monday 9 May 2011 commencing at 9.00am (Brisbane time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Ordinary Resolution.

Terms used in this Explanatory Statement are defined in Section 3.

The Notice of Meeting sets out the details of the following Ordinary Resolution to be put to Shareholders:

Resolution: Approval of sale of shares in WCM $2.$

$2.1$ Terms of Share Sale Agreement

Under the Share Sale Agreement between the Company and Deutsche Rohstoff, Deutsche Rohstoff will acquire all of the shares in Wolfram Camp Mining Pty Ltd (WCM) held by the Company by paying the purchase price of \$7 million. The key terms of the Share Sale Agreement are as follows:

• Deutsche Rohstoff has paid the Company a non-refundable cash deposit of \$200,000 (Deposit);
• A part payment of the purchase price of \$3,300,000 cash is due from Deutsche $\blacksquare$ Rohstoff on 10 May 2011 (Interim Payment);
• The balance of the purchase price of \$3,500,000 is due on 1 September 2011 $\blacksquare$ (Balance Payment) with payment to be completed by the issue by Deutsche Rohstoff AG (listed on Frankfurt Stock Exchange) to the Company of 180,500 shares in Deutsche Rohstoff AG. Deutsche Rohstoff AG also has an option to elect to pay the Balance Payment by a cash payment of \$3,500,000 before 31 July 2011; and
• Completion of the Share Sale Agreement will take place on 10 May 2011 (Completion Date) upon receipt of the Interim Payment from Deutsche Rohstoff. Payment of the Balance Payment by Deutsche Rohstoff to the Company will be secured by a guarantee from WCM, a fixed and floating charge over the assets of WCM and a share mortgage from Deutsche Rohstoff (Security).

The Share Sale Agreement is subject to the following conditions being satisfied prior to the Completion Date:

• the approval of the Shareholders which is being sought under this resolution;
• the approval of the shareholders of WCM to the financial assistance arrangements under the Share Sale Agreement;
• Deutsche Rohstoff obtaining approval from the Foreign Investment Review Board; $\blacksquare$
• completion of satisfactory due diligence by Deutsche Rohstoff.

If these conditions are not satisfied, the Share Sale Agreement will end and the Company will retain the Deposit.

In the event of default by Deutsche Rohstoff in attending to payment of the Balance Payment on 1 September 2011 (or any other prior default by Deutsche Rohstoff), the Company can seek to recover moneys owing by enforcing its Security.

If Deutsche Rohstoff proceeds to issue shares to the Company in payment of the Balance Payment, 60% of the shares issued to the Company will be subject to voluntary escrow, with

30% subject to voluntary escrow for 3 months from date of issue and 30% subject to voluntary escrow for 6 months from date of issue.

Consequences of the sale of the WCM shares $2.2$

On acquisition of the shares held by the Company in WCM, Deutsche Rohstoff will become the sole shareholder of WCM.

On completion of the Share Sale Agreement, Planet Metals would be in a strong financial position to progress its other assets and identify new opportunities.

The effect the WCM Sale will have on the net asset position of Planet Metals is contained in the following pro-forma balance sheet.

Pro-forma Statement of Financial Position at 31 December 2010

	Consolidated 31 Dec 2010	Sale of WCM	Post Sale of WCM
Current Assets Cash Assets	905,711	3,500,000	4,405,711
Inventories Trade & Other Receivables	1,576		1,576
Total Current Assets	907,287	3,500,000	4,407,287
Non Current Assets Property Plant & Equipment Exploration & Evaluation Assets Shares in Deutsche Rohstoff AG Security Deposits	2,265,282 3,339,520 836,956	(2, 193, 216) (1,490,821) 3,500,000 (817, 627)	72,066 1,848,699 3,500,000 19,329
Total Non Current Assets	6,441,758	(1,001,664)	5,440,094
Total Assets	7,349,045	2,498,336	9,847,381
Current Liabilities Payables Provisions	(66, 177) (8,645)		(66, 177) (8,645)
Total Current Liabilities	(74, 822)		(74, 822)
Non Current Liabilities Rehabilitation Provisions $Loan - HP$	(817, 627) (3, 123)	817,627 ÷	(3, 123)
Total Non Current Liabilities	(820, 750)	817,627	(3, 123)
Total Liabilities	(895, 572)	817,627	(77, 945)
Net Assets	6,453,473	3,315,963	9,769,436
Equity Contributed Equity Equity Raising Costs Reserves Retained Earnings Current Earnings	49,889,542 (540, 109) 166,571 (43, 140, 952) 78,421	3,315,963	49,889,542 (540, 109) 166,571 (39, 824, 989) 78,421
Total Equity	6,453,473	3,315,963	9,769,436

Page 3

$2,3$ Wolfram Camp Project

Located 90km west of Cairns, Wolfram Camp was first discovered in 1894 with cumulative production estimated at over 10,000 tonnes of wolframite, molybdenite, bismuth and mixed concentrates.

Since becoming involved with the project in 2004, Planet Metals has aggressively explored the central portion of the prospective near surface mineralisation, targeting the halo ore around the previously mined higher grade areas. The objective was to establish an economically viable open-cut operation as quickly as possible in order to take advantage of the strong commodity prices at the time.

Sufficient funds were raised to build a 150,000tpa processing plant which comprised a combination of flotation and gravity techniques. Onsite construction work commenced in November 2007 when the mining leases were granted and the completed plant was handed over by the contractor in July 2008.

The process plant operated intermittently for approximately four months but unfortunately a combination of technical difficulties and a shortage of working capital, compounded by the global financial crisis, resulted in a suspension of operations in November 2008. During operations, only a small amount of wolframite and molybdenite concentrate was produced. Subsequently, the mine has been on care and maintenance and remains so today. The Company has spent the last two years assessing the Wolfram Camp project with a view to ultimately returning it to production.

A total of 4,745m of drilling was completed in late 2009 / early 2010 which resulted in a revised resource estimate. A complete review of operations resulted in the Company identifying a number of key modifications which would be required to improve the performance of the minesite and processing plant. These included drill and blast, mining costs, ore sorting equipment, new onsite laboratory, upgraded tailings dam wall, additional processing equipment, first fills and relevant staffing costs. Total funding associated with these items, including a working capital reserve, is estimated at \$9 million to \$10 million.

The Board of Directors considered the size of this funding requirement when reviewing the bid for the Wolfram Camp project from Deutsche Rohstoff. Given the Company's size and funding capabilities, the Board considered Deutsche Rohstoff's offer to be fair and reasonable in the current market and views this transaction as the most timely means for the Company to realise some immediate value from its assets for Shareholders and to focus its exploration attention and residual funds on the Company's other projects as well as being in a position to identify new opportunities.

$2.4$ Deutsche Rohstoff AG

Deutsche Rohstoff AG is a diversified German resources company with a focus on gold and hi-tech metals such as rare earths, tin and tungsten. It has been listed in the Entry Standard segment of the Frankfurt Stock Exchange since May 2010 and has a market capitalisation of approximately A\$85M equivalent, based on a share price of €14.30 as at 4 April 2011. The 52 week high/low for the shares is €6.40/€19.13.

Deutsche Rohstoff's major shareholders are its key management/directors holding nearly a third of the issued capital with BASF holding 8% as the next major stakeholder. Operations include a producing gold mine near Georgetown (north-west Queensland) and various exploration assets in Canada and Germany.

Deutsche Rohstoff's Georgetown gold operations are expected to generate a monthly cash surplus in coming months, which, pending current due diligence, is targeted to help fund the purchase and re-commissioning of operations at the Wolfram Camp tungsten project.

Despite its base in Germany, Deutsche Rohstoff has an intricate understanding of the Australian resources sector with a team of experts and consultants based in Brisbane and North Queensland.

Additional details regarding Deutsche Rohstoff's operations can be obtained from their website at www.rohstoff.de/index-en.shtml.

$2.5$ Regulations - Listing Rule 11.1.2

Listing Rule 11.1 provides that a company that proposes to make a significant change to the nature or scale of its activities must provide details to the ASX. Under Listing Rule 11.1.2, the ASX may require the company to obtain approval of its shareholders. As the Company is proposing to make a change to scale of its activities as a result of the sale of its shares in WCM, the Company is seeking shareholder approval in accordance with Listing Rule 11.1.2.

$2.6$ Directors' recommendation

This Explanatory Statement, along with announcements made by the Company to the ASX, are intended to provide sufficient detail for shareholders to make an informed decision in relation to the change in the scale of its activities. Shareholders are urged to read and consider this Explanatory Statement prior to making a decision as to how to vote on the Resolution.

The Directors of the Company believe that the change in scale of activities resulting from the sale of the Company's interest in the Wolfram Camp Project is in the best interests of the Company and encourage shareholders to approve the Resolution.

The Board of Planet Metals has a high regard for its other assets with its immediate aim being to advance the status of these projects as well as identifying other opportunities that may arise. Funds from the sale of WCM will be used to advance the Company's other projects as well as reviewing other potential growth opportunities.

$3.$ Interpretation

ASIC means the Australian Securities and Investments Commission;

ASX means the ASX Limited;

Board means the board of directors of the Company from time to time;

Company or Planet Metals means Planet Metals Limited ACN 076 696 092;

Deutsche Rohstoff means Deutsche Rohstoff AG;

Directors means the board of directors of the Company from time to time;

Explanatory Statement means this explanatory statement accompanying this Notice;

General Meeting or Meeting means the general meeting of shareholders of the Company convened by the Directors and detailed in the Notice of Meeting, or any adjournment thereof;

Listing Rules means the listing rules of the ASX;

Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the General Meeting, accompanying this Explanatory Statement;

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of shareholders;

Share means a fully paid ordinary share in the Company;

Share Sale Agreement means the Share Sale Agreement dated 6 April 2011 between the Company and Deutsche Rohstoff AG for the sale by the Company of its shares in Wolfram Camp Mining Pty Ltd; and

Shareholder means a holder of Shares in the Company.

Any inquiries in relation to the resolution or the Explanatory Statement should be directed to Mr John Haley (Company Secretary):

GPO Box 122, Brisbane Qld 4001 Tel: +61 7 3249 3080 Fax: +61 7 3249 3081

Planet Metals Limited

Planet Metals Limited ABN 35 108 146 694

FOR ALL ENQUIRIES CALL REGISTRIES:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE: +61 2 9290 9655

$[\sqrt{2}]$ POSTAL ADDRESS: Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

This is your address as it appears on the company's share register. If this is incorrect, please mark the box
with an "X" and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes.

Reference Number: Please note it is important you keep this confidential

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BEFORE 9:00AM, SATURDAY, 7 MAY 2011

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of proxy

Indicate here who you want to appoint as your proxy If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If
you wish to appoint someone other than the Chairman of the Meeting as your proxy
please write the full name of that individual or body corp section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

The a body corporate is appointed as your proxy, the representative of that body
corporate attending the meeting must have provided an "Appointment of Corporate
Representative form" prior to admission. An Appointment of Co Representative form can be obtained from the company 's securities registry.

Appointment of a Second Proxy

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

To appoint a second proxy using this Proxy Form, you must:

• complete two Proxy Forms. On each Proxy Form state the percentage of $(a)$ your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
• $(b)$ return both forms together in the same envelope.

STEP 2 Voting directions to your proxy

You can tell your proxy how to vote

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

STEP 3 Sign the Proxy Form

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders must sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with
the registry. Alternatively, attach a when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by Secretary, this form must be signed by that perso signing in the appropriate place.

STEP 4 Lodgement of Proxy Form
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an
address given below not later than 48 hours before the commencement of the meeting at 9:00am on Monday, 9 May 2011. Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxies may be lodged:

÷.

BY MAIL	Share Registry - Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia
BY FAX	+61 2 9290 9655
IN PERSON	Share Registry - Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

PROXY FORM Extraordinary General Meeting

STEP 1 - Appointment of proxy

I/Ve being a member/s of Planet Metals Limited (the "Company") and entitled to attend and vote hereby appoint

the Chairman of
the Meeting (mark
with an 'X') OR

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

Against

$\sim$

Abstain

For

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Extraordinary General Meeting of Planet Metals Limited to be held at HopgoodGanim Lawyers, Level 7 Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 on Monday, 9 May 2011 at 9:00am and at any adjournment of that meeting, to act on my behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman 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 in respect of a resolution, please mark this box. By marking this box, you ackn

STEP 2 - Voting directions to your proxy - please mark $\boxed{\times}$ to indicate your directions

Ordinary Business

Approval of Share Sale $\mathbf{1}$

In addition to the intentions advised above, The Chair intends to vote 100% of all open proxies FOR the resolution
--------------------------------------------------------------------------------------------------------------------	--

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

Step 3 - PLEASE SIGN HERE

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

Individual or Securityholder 1	Securityholder 2	Securityholder 3 Director/Company Secretary
Sole Director and Sole Company Secretary	Director
Contact Name	Contact Davtime Phone	Date