CARAVEL MINERALS LIMITED — Proxy Solicitation & Information Statement 2014

Feb 4, 2014

Caravel Minerals Limited ACN 120 069 089

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting

7 March 2014 Time of Meeting 10 am (Perth time)

Place of Meeting

Level 3, 18 Richardson Street, West Perth WA

NOTICE IS HEREBY GIVEN THAT A GENERAL MEETING OF SHAREHOLDERS OF CARAVEL MINERALS LIMITED ACN 120 069 089 (“CARAVEL” OR THE “COMPANY”) WILL BE HELD AT LEVEL 3, 18 RICHARDSON STREET, WEST PERTH WA ON 7 MARCH 2014 AT 10 AM (PERTH TIME)

AGENDA FOR MEETING

Resolution 1 – Ratification of Previous Issue of 37,913,333 Shares and 37,913,333 Options to professional or sophisticated investors for purpose of Listing Rule 7.4

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

That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the previous issue of 37,913,333 Shares and 37,913,333 Options to professional or sophisticated investors, for the purpose and on the terms set out in the Explanatory Memorandum.

Resolution 2 – Approval of Issue of Shares and Options for purpose of Listing Rule 7.1

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

That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 83,333,333 Shares and 83,333,333 Options to First Quantum Minerals (Australia) Pty Limited on the terms and conditions set out in the Explanatory Memorandum.

VOTING EXCLUSIONS FOR THE PURPOSES OF RESOLUTIONS 1 and 2

The Company will disregard any votes cast on Resolutions 1 and 2 by:

• (a) a person who may participate in the proposed issue and a person who might obtain a benefit; and

• (b) an associate of that person.

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.

1

OTHER BUSINESS

To transact any other business that may be legally brought before the meeting.

EXPLANATORY MEMORANDUM

Shareholders should read the Explanatory Memorandum which accompanies this Notice of Meeting. The Explanatory Memorandum explains the resolutions which are to be put to Shareholders at the Meeting.

Capitalised terms in this Notice of Meeting and in the Explanatory Memorandum are defined in the Glossary for the Explanatory Memorandum.

ENTITLEMENT TO VOTE

The Company may specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting. The Company’s directors have determined that all shares of the Company that are quoted on ASX at 5pm (Perth time) on 5 March 2014 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the shares at that time.

Holders of options issued by the Company who are not also Shareholders but who wish to vote as Shareholders at the Meeting are requested to lodge valid option exercise notices with the Company no later than 1 week before the Meeting, to allow sufficient time for the Shares to be issued by the Company.

CHAIR OF THE MEETING

It is proposed that the Chairman of the Meeting for each of the Resolutions be James Harris.

It is the Chairman’s intention to vote undirected proxies (ie. open proxies) which he holds as proxy in favour of all resolutions.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Members are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights.

2

The Proxy Form and the Power of Attorney (if any) or the instrument appointing the proxy and power of attorney (if any) under which it is signed (or an office copy or certified copy certified by a notary) must be deposited at the Registered Office of the Company at Level 3, 18 Richardson Street West Perth at least 48 hours prior to the time of holding of the Meeting (and at any adjournment thereof), at which the individual named in the Proxy Form proposes to vote.

A proxy must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, under its common seal or under the hand of an authorised officer or attorney.

Corporate Representation

A company may only vote by proxy, power of attorney or by appointment of a corporate representative. The instrument appointing a proxy is not valid unless the original instrument and the power of attorney or other authority (if any) under which the instrument is signed (duly stamped where necessary) or a copy or facsimile which appears on its face to be an authentic copy of that proxy, or power of attorney is submitted to the Registered Office within the time set out herein. A company must sign a proxy under common seal in accordance with its Constitution or otherwise in accordance with the Corporations Act or under power of attorney which must be produced with the Proxy Form.

If the shares are registered in the name of more than one person, all such holders must sign the Proxy Form.

To be valid a Proxy Form and the Power of Attorney under which it is signed or proof thereof must be to the satisfaction of the Directors.

By order of the Board of Directors

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Simon Robertson Company Secretary 30 January 2014

3

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

1. Introduction to Explanatory Memorandum

This Explanatory Memorandum has been prepared to assist Shareholders to understand the business to be put to Shareholders at the Meeting.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting. Shareholders should read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

The Glossary at the end of this Explanatory Memorandum contains the definitions of the capitalised terms in the Notice of Meeting and this part of the Explanatory Memorandum.

If any Shareholder is in doubt as to how they should vote, then they should seek advice from their professional adviser before voting.

2. Resolution 1: Ratification of Previous Issue of 37,913,333 Shares and 37,913,333 Options to professional or sophisticated investors for purpose of Listing Rule 7.4

1.1 General

In the previous 12 months the Company has issued Shares and Options to professional or sophisticated investors, as detailed below.

Listing Rule 7.1 provides that a listed company must not, without prior approval of shareholders, issue Equity Securities if the securities will in themselves or, when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company’s shareholders subsequently approve it.

Under this Resolution 1, the Company seeks from Shareholders approval for, and ratification of, the issue of Equity Securities set out below to allow the Company to make further issues of Equity Securities during the next 12 months up to 15% of Equity Securities on issue.

Details of the Shares and Options issued are set out in the table below.

1.2 Information Required by Listing Rule 7.5

Listing Rule 7.5 requires the following information to be given to Shareholders in relation to Resolution 1.

Date of issue of Shares and Options: 27 September 2013 Persons to whom Shares and Options Newstead South Holdings Pty Ltd and were issued: Locantro Speculative Investments Pty Ltd and professional or sophisticated investors being clients of Hartleys Limited.

Intended use of funds:

To fund the Company’s exploration programmes and provide working capital.

Shares issued

Number:	Issue Price:
37,913,333	$0.015

Options issued

Number:	Option Exercise Price:	Option Exercise Period:	Option Issue Price:
37,913,333	$0.035	31 May 2016	Free attaching options

The full terms of issue of the Options are set out in Annexure 1 to this Explanatory Memorandum.

The Board believes that the ratification of this issue is beneficial to the Company. The Board recommends Shareholders vote in favour of the Resolution as it allows the Company to ratify the above issue of securities and retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months.

Resolution 1 is an ordinary resolution.

The Chairman intends exercising all available proxies in favour of Resolution 1.

3. Resolution 2: Approval of Issue of Shares and Options for purpose of Listing Rule 7.1

2.1 General

Under the terms of the Transaction Documents, FQM will:

1. subscribe for and be issued 83,333,333 Shares ( FQM Shares ) and 83,333,333 Options ( FQM Options );

2. provide assistance in the form of personnel and technical resources to the Company in relation to the advancement of the Calingiri Project; and

3. be afforded a right of first refusal over the sale or farm out of any interest in the Calingiri Project by the Company or Quadrio to a Third Party.

The Transaction Documents are as follows:

Subscription Agreement

Under the Subscription Agreement, FQM subscribes for 83,333,333 Shares and 83,333,333 Options for a consideration of $1,250,000, subject to the Company obtaining all necessary regulatory approvals and FQM obtaining FIRB Approval.

In the Subscription Agreement, the Company and Quadrio undertake to use 75% of the proceeds of the issue of the Shares (being $937,500) for direct expenditure on the Calingiri Project tenements within 12 months.

FQM may not exercise Options to the extent that exercising them would breach

section 606 of the Corporations Act. Accordingly, FQM may not exercise Options if doing so would mean that FQM holds more than 19.9% of the issued Shares in the Company, unless permitted to do so by one of the exceptions listed in section 611 of the Corporations Act.

Technical Cooperation Agreement

The Technical Cooperation Agreement is subject to completion occurring under the Subscription Agreement, and the Right of First Refusal Deed being entered into by the Company, Quadrio and FQM.

The Technical Cooperation Agreement allows the Company and Quadrio to request geo-scientific support by way of access to FQM personnel in respect of the Calingiri Project. FQM may provide that support in its discretion.

Under the Technical Cooperation Agreement, the Company and Quadrio undertake to use 75% of the proceeds of the issue of the Shares (being $937,500) for direct expenditure on the Calingiri Project tenements within 12 months.

Right of First Refusal Deed

In the Right of First Refusal Deed, Quadrio and the Company grant a right of first refusal to FQM in respect of the Calingiri Project tenements.

Quadrio must not assign the Calingiri Project tenements to a Third Party without first offering to assign them to FQM. Quadrio must inform FQM of the price and the terms on which it is prepared to assign the interest to FQM. If FQM does not accept that price and terms, Quadrio may assign the interest to a Third Party within 120 days on terms no more favourable to the buyer than those offered to FQM.

The Right of First Refusal Deed is subject to completion occurring under the Subscription Agreement and FQM obtaining FIRB Approval.

ASX Listing Rule 7.1

Resolution 2 seeks Shareholder approval under Listing Rule 7.1 for the grant of the FQM Shares and Options to FQM.

Listing Rule 7.1 provides that, subject to certain exceptions (none of which are relevant to the issue of the FQM Shares or the FQM Options), Shareholder approval is required for any issue of Equity Securities by a listed company, where the securities proposed to be issued, together with Equity Securities issued in the previous 12 months, represent more than 15% of Shares on issue.

The FQM Shares amount to 14.874% of the total issued Shares at the date of this Notice of Meeting.

Shareholder approval is sought for the issue of the FQM Shares so that the issue of those Shares does not limit the Company’s capacity to issue Shares in the next 12 months.

Together, the FQM Shares and the FQM Options amount to 29.73% of the total issued Shares at the date of this Notice of Meeting.

Shareholder Approval is sought for the issue of the FQM Shares and FQM Options because together, they exceed 15% of the Shares on issue.

Section 606, Corporations Act

Relevantly, section 606 of the Corporations Act prohibits a party acquiring Shares in a company, where that acquisition would result in that party being entitled to voting shares in excess of 19.9% of the total voting shares in the relevant company unless the acquisition is permitted under an exception set out in section 611 of the Corporations Act.

Shareholder approval is not sought under section 611, Exception 7 of the Corporations Act because the terms of the FQM Options provide that the FQM Options may not be exercised by FQM to the extent that section 606 of the Corporations Act would be breached by such exercise.

FQM may exercise up to 56,623,888 FQM Options without breaching section 606 of the Corporations Act. On exercise of 56,623,888 FQM Options, FQM would hold 19.9% of the total issued Shares (assuming no Shares other than the FQM Shares and Shares issued on exercise of the FQM Options in the Company have been issued at the relevant time).

FQM could thereafter only exercise Options to the extent permitted to do so under one of the exceptions set out in section 611 of the Corporations Act.

One of those exceptions is Shareholder approval.

For example, FQM would be entitled to exercise additional FQM Options if the capital base of the Company is expanded by the issue of additional Shares, provided FQM would not hold in excess of 19.9% of the total issued Shares at the relevant time (unless permitted otherwise under section 611 of the Corporations Act).

2.2 Information Required by Listing Rule 7.3

Listing Rule 7.3 requires the following information to be given to Shareholders in relation to the resolution:

• (a) The maximum number of Shares to be issued under Resolution 2 is 83,333,333 Shares.

• (b) The maximum number of Options to be issued under Resolution 2 is 83,333,333 Options.

• (c) The FQM Shares and FQM Options will be issued and granted no later than three months after the date of the Meeting, or such later date as approved by ASX.

• (d) Each FQM Shares will be issued at a price of $0.015.

• (e) Each FQM Option will be granted for no consideration an entitled FQM to subscribe for one (1) Share at an exercise price of $0.035on or before 31 May 2016.

• (f) It is anticipated that issue and allotment will occur on one date.

• (g) The FQM Shares and FQM Options will be issued and granted to FQM.

• (h) The funds raised by the issue of the FQM Shares will be used:

• a. 75% on exploration costs at the Calingiri Project within 12 months; and

• b. to fund the Company’s exploration programmes and provide working capital.

• (i) A voting exclusion statement is included in the Notice.

The full terms of the Options are set out in Annexure 2 to this Explanatory Memorandum.

The Board believes that the ratification of this issue is beneficial to the Company. The Board recommends Shareholders vote in favour of the Resolution as it allows the Company to ratify the above issue of securities and retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months.

Resolution 2 is an ordinary resolution.

The Chairman intends exercising all available proxies in favour of Resolution 2.

4. Part 10 - General Information

Shareholders who require further information regarding the Meeting should contact the Company Secretary prior to the Meeting on (+61 8) 9426 6400 during normal business hours in Western Australia.

GLOSSARY

In the Notice of Meeting and in this Explanatory Memorandum:

ASX means ASX Limited ACN 008 624 691 or the securities exchange operated by it, as the context requires.

Board means the Board of Directors of the Company.

Calingiri Project means the exploration project near Calingiri, Western Australia owned by Quadrio.

Company means Caravel Minerals Limited ACN 120 069 089.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the meaning given to that phrase in Chapter 19 of the Listing Rules.

Explanatory Memorandum means this Explanatory Memorandum accompanying the Notice of Meeting.

FIRB Approval means approval of the Australian Foreign Investment and Review Board.

FQM means First Quantum Minerals (Australia) Pty Limited ACN 124 800 611.

Listing Rules means the listing rules published by the ASX.

Meeting means the Meeting of the Shareholders convened for the purposes of considering the Resolutions contained in the Notice of Meeting (and any adjournment of the meeting).

Notice of Meeting means the notice convening the Meeting and which accompanies this Explanatory Memorandum.

Option means an option to subscribe for a Share.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Quadrio means Quadrio Resources Pty Ltd ACN 002 949 108, a wholly owned subsidiary of the Company.

Related Body Corporate is defined in section 50 of the Corporations Act.

Right of First Refusal Deed means the Calingiri Project Right of First Refusal Deed between the Company, Quadrio and FQM dated 21 January 2014 under which Quadrio and the Company grant a right of first refusal over the Calingiri Project in favour of FQM.

Share means a fully paid ordinary share in the Company and Shares has a corresponding meaning.

Shareholder means a person recorded in the Company’s register as a holder of a Share or Shares.

Shareholder Approval means, the approval sought in respect of the Resolutions, as set out in the Notice of Meeting.

Subscription Agreement means the subscription agreement between the Company and FQM dated 21 January 2014 under which FQM subscribes for 83,333,333 Shares and 83,333,333 Options.

Technical Cooperation Agreement means the Technical Cooperation Agreement dated 21 January 2014 between FQM, Quadrio and the Company under which Quadrio and the Company may request technical assistance from FQM in relation to the Calingiri Project.

Third Party means a party other than a Related Body Corporate of the Company.

Trading Day has the meaning given in Chapter 19 of the Listing Rules.

Transaction Documents means :

• (a) the Subscription Agreement;

• (b) the Technical Cooperation Agreement; and

• (c) the Right of First Refusal Deed.

Voting Power has the meaning given to the term “voting power” in the Corporations Act

– Annexure 1 Terms and Conditions of Options referred to in Resolutions 1 (Attaching Options)

(i) Entitlement

The Attaching Options entitle the holder to subscribe for one (1) unissued Share upon the exercise of each Attaching Option.

(ii) Exercise Price

The exercise price of each Attaching Option is A$0.035.

(iii) Expiry Date

Each Attaching Option expires on 31 May 2016.

(iv) Exercise Period

The Attaching Options are exercisable at any time on or prior to the Expiry Date.

(v) Notice of Exercise

The Attaching Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Attaching Option being exercised. Any notice of exercise of an Attaching Option received by the Company will be deemed to be a notice of the exercise of that Attaching Option as at the date of receipt.

(vi) Shares issued on exercise

Shares issued on exercise of the Attaching Options rank equally with the Shares of the Company.

(vii) Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of Shares issued upon the exercise of the Attaching Options.

(viii) Timing of issue of Shares

After an Attaching Option is validly exercised, the Company must as soon as possible:

• (a) issue the Share; and

• (b) do all such acts matters and things to obtain:

• (i) the grant of quotation for the Share on ASX no later than five days from the date of exercise of the Attaching Option; and

• (ii) receipt of cleared funds equal to the sum payable on the exercise of the Attaching Options.

(ix) Participation in new issues

There are no participation rights or entitlements inherent in the Attaching Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Attaching Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten Business Days after the issue is announced. This will give Attaching Optionholders the opportunity to exercise their Attaching Options prior to the date for determining entitlements to participate in any such issue.

(x) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of a Attaching Option will be increased by the number of Shares which the Attaching Optionholder would have received if the Attaching Optionholder had exercised the Attaching Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

(xi) Adjustment for rights issue

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

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

N+1

O = the old Exercise Price of the Attaching Option.

E = the number of underlying Shares into which one Attaching Option is exercisable.

P = average market price per Share weighted by reference to volume of the underlying Shares during the five Trading Days ending on the day before the ex rights date or ex entitlements date.

S = the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

N = he number of Shares with rights or entitlements that must be held to receive a right to one new Share.

(xii) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Attaching Optionholder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(xiii) Quotation of Attaching Options

Application for quotation of the Attaching Options will be made by the Company.

(xiv) Attaching Options transferable

The Attaching Options are transferable.

(xv) Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Attaching Options with the appropriate remittance should be lodged at the Company's share registry.

– Annexure 2 Terms and Conditions of FQM Options

1.1 Entitlement

The Options entitle the holder to subscribe for one (1) Share upon the exercise of each Option.

1.2 Exercise Price

The exercise price of each Option will be $0.035.

1.3 Expiry Date

31 December 2016.

1.4 Restriction on Exercise

The holder may only exercise Options if section 606 of the Corporations Act will not be breached by reason of such exercise.

1.5 Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date.

1.6 Notice of Exercise

The Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Option being exercised. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

1.7 Shares Issued on Exercise

Shares issued on exercise of the Options rank equally with the Shares of the Company.

1.8 Quotation of Shares on Exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

1.9 Timing of issue of Shares

After an Option is validly exercised, the Company must as soon as possible:

• (a) issue the Share; and

• (b) do all such acts matters and things to obtain

• (i) the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option; and

• (ii) receipt of cleared funds equal to the sum payable on the exercise of the Options.

1.10 Participation in New Issues

There are no participation rights or entitlements inherent in the Options and holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of Options.

However, the Company will ensure that for the purposed of determining entitlements to any such issue, the record date will be at least 10 Business Days after the issue is announced. This will give the holder of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

1.11 Adjustment for Bonus Issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

1.12

Adjustment for Rights Issue

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

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• O = the old Exercise Price of the Option.

• E = the number of underlying Shares into which one (1) Option is exercisable.

 P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 Trading Days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rate issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those

• to be issued under the pro rate issue).

• N = the number of Shares with rights or entitlements that must be held to receive a

• right to one (1) new share.

1.13 Adjustment for Reorganisation

• If there is any reconstruction of the issued share capital of the Company, the rights of

• the Option holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

1.14 Quotation of Options

• The Options will be unlisted Options. No application for quotation of the Options

• will be made by the Company until such time as the Company in its absolute discretion determines otherwise. Should the Company make an application for quotation of the Options and the ASX accepts the application for quotation of the options then the options will be listed Options from time to time that the ASX accepts such application.

1.15 Options transferable

• The Options are transferable.

• 1.16 Lodgement Instructions

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

Proxy Form

CARAVEL MINERALS LIMITED ACN 120 069 089

P R O X Y F O R M

The Company Secretary Caravel Minerals Limited

By post: By facsimile: PO Box 465 West Perth WA, 6872 08 9426 6448

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We[1] _______________

of __________________

being a Shareholder/Shareholders of the Company and entitled to ________ votes in the Company, hereby appoint:

The Chairman of OR if you are NOT appointing the Chairman of the the Meeting (mark Meeting as your proxy, please write the name and box) address of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally on my/our behalf at the Meeting to be held at the Level 3, 18 Richardson Street, West Perth, Western Australia, 6005 on 7 March 2014 at 10 AM (WST) and to vote in accordance with the following directions.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

Please read the voting instructions overleaf before marking any boxes with an  .

Step 2 – Instructions as to Voting on Resolution

INSTRUCTIONS AS TO VOTING ON RESOLUTION

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

For Against Abstain

Resolution 1 Ratification of Prior Issue Resolution 2 Approval of Issue of Shares and Options

Authorised signature/s

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

• If you mark the Abstain box for a particular Resolution, 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.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

___ ____	_______
Contact Name Contact Daytime Telephone	Date
1Insert name and address of Shareholder

Proxy Notes:

A Shareholder entitled to attend and vote at the General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting. If the Shareholder is entitled to cast 2 or more votes at the 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 General Meeting, the representative of the body corporate to attend the 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 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.

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 address below no later than 48 hours prior to the time of commencement of the General Meeting (WST).

Postal address: PO Box 465 West Perth WA, 6872

Facsimile 08 9426 6448 from within Australia or +618 9426 6448 if faxed from outside Australia.