CARNAVALE RESOURCES LIMITED — Share Issue/Capital Change 2009

May 28, 2009

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28 May 2009

Dear Optionholder

The Company’s records indicate that you are the holder of options to subscribe for fully paid ordinary shares in the Company (CAVO Class). These options expire on 30 June 2009. In accordance with ASX listing rules, the following information is provided in respect of the expiry of these options:

1. The number of options held by you is shown at the top of this letter. You will receive one fully paid ordinary share for every one option that you choose to exercise.

2. The exercise price of your options is $0.20 each. At the date of this notice, the market price of the Company’s shares is $0.17.

3. The due date for payment is 5 pm (Perth time), 30 June 2009.

4. If you choose not to exercise your options by the due date, the options will lapse and you lose all your rights as an optionholder.

5. The last day for quotation (trading on ASX) of the options is Tuesday, 23 June 2009.

6. The latest available market sale price of the Company’s shares quoted on ASX on 28 May 2009 was $0.17. In the three months prior to the date of issue of this notice, the highest market price was $0.195 (on 1 April 2009) and the lowest market price was $0.10 (on 24 February 2009).

If you decide to exercise your options, you should complete the option exercise form and send that together with your exercise monies direct to the Company's share registry, to arrive there before 5pm, Tuesday, 30 June 2009:

Security Transfer Registrars Pty Ltd OR Security Transfer Registrars Pty Ltd 770 Canning Highway P O Box 535 Applecross WA 6153 Applecross, WA 6953 Telephone: (61 8) 9315 2333

The Company encourages you to seek your own independent professional advice in deciding whether or not to exercise your options. Please contact Security Transfer Registrars Pty Ltd on the number listed above in case of any queries.

Yours faithfully

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Paul Jurman Company Secretary

CARNAVALE RESOURCES LIMITED

ABN 49 119 450 243 30 Ledgar Road, Balcatta Western Australia 6021 T: +61 8 9240 6876 F: +61 8 9240 2406 E: admin @carnavaleresources.com W: www.carnavaleresources.com