CARAVEL MINERALS LIMITED — Proxy Solicitation & Information Statement 2010

Mar 29, 2010

SILVER SWAN GROUP LIMITED A B N 4 1 1 2 0 0 6 9 0 8 9

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at the Company's office, 15 Ogilvie Road Mt Pleasant, Western Australia on Thursday, 29 April 2010 at 10.00AM (WST).

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice.

SILVER SWAN GROUP LIMITED A B N 4 1 1 2 0 0 6 9 0 8 9

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of Shareholders of Silver Swan Group Limited ( "Company" ) will be held at the Company's office,15 Ogilvie Road Mt Pleasant, Western Australia on Thursday, 29 April 2010 at 10.00am (WST) ( "Meeting" ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday, 27 April 2010 at 5pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Ratification of Placement

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

“That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,200,000 Shares each at an issue price of $0.50 to raise $5,100,000 (before costs) on the terms and conditions in the Explanatory Memorandum ( Placement ).”

Voting Exclusion:

The Company will disregard any votes cast on this Resolution by a person who participated in the Placement, or an 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated 25 March 2010 By Order of the Board

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Company Secretary

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SILVER SWAN GROUP LIMITED A B N 4 1 1 2 0 0 6 9 0 8 9

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Company's office,15 Ogilvie Road Mt Pleasant, Western Australia on Thursday 29, April 2010 at 10.00am (WST).

Resolution 1 – Ratification of Placement

1.1 General

On 3[rd] December 2009 the Company issued 10,200,000 Shares each at $0.50 to raise $5,100,000 ( Placement ) before costs. The Placement was completed using the Company’s 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval. Resolution 1 will restore the Company’s ability to issue securities within that limit, to the extent of the 10,200,000 Shares.

1.3 Specific Information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• (a) 10,200,000 Shares were issued, each at an issue price of $0.50, to investors as an excluded offer under section 708 of the Corporations Act who are not related parties to the Company;

• (b) The Shares under the Placement are fully paid ordinary shares in the capital of the Company;

• (c) A voting exclusion statement is included in the Notice; and

• (d) The funds raised by the Placement has been and will continue to be directed towards increasing exploration activities over several high priority projects for Au, Au-Cu and Cu-Zn-Pb-Ag-Au mineralization in the Meekatharra area, Western Australia and working capital.

2. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

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Schedule 1 - Definitions

In this Explanatory Memorandum, Notice and Proxy Form:

"Article" means an article of the Constitution.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"Board" means the board of Directors.

"Company" means Silver Swan Group Limited ABN 41 120 069 089.

"Constitution" means the constitution of the Company.

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

"Director" means a director of the Company.

"Explanatory Memorandum" means the explanatory memorandum to the Notice.

"Listing Rules" means the Listing Rules of ASX.

"Meeting" has the meaning given in the introductory paragraph of the Notice.

"Notice" means this notice of meeting.

"Placement" means the placement of 10,200,000 Shares at an issue price of $0.50 to raise $5,100,000 (before costs).

"Proxy Form" means the proxy form attached to the Notice.

"Resolution" means a resolution contained in this Notice.

"Schedule" means a schedule to this Notice.

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

"Shareholder" means a shareholder of the Company.

• "WST" means Western Standard Time, being the time in Perth, Western Australia.

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SILVER SWAN GROUP LIMITED A B N 4 1 1 2 0 0 6 9 0 8 9

P R O X Y F O R M

The Company Secretary Silver Swan Group Limited

For information on returning this proxy form please see instructions over the page.

I/We[1] ___________

of _______________

being a Shareholder/Shareholders of the Company and entitled to ______

votes in the Company, hereby appoint[2 ] _________

or failing such appointment the chairman of the general meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at the Company's office,15 Ogilvie Road Mt Pleasant, Western Australia on Thursday 29 April 2010 at 10.00am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes.

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:

The chairman of the General Meeting intends to vote undirected proxies in favour of the Resolutions.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Ratification of Placement

Authorised signature/s This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

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

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

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Proxy Notes:

A Shareholder entitled to attend and vote at the annual general meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that annual general meeting. If the Shareholder is entitled to cast 2 or more votes at the annual general meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that annual general meeting, the representative of the body corporate to attend the annual general meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

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

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the annual general meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Return of Proxy Forms

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Company’s office as set out below not less than 48 hours prior to the time of commencement of the annual general meeting (WST).

Facsimile: +61 (0)8 9316 0799

Post: P O Box 869, Canning Bridge WA 6153

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