CASSIUS MINING LIMITED - AGM Information 2011

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NOTICE OF GENERAL MEETING

Tuesday 19 April 2011 at 11:00am

Dear Shareholder,

On behalf of the Board of Gulf Industrials Limited, it gives me great pleasure to invite you to the General Meeting of shareholders.

The General Meeting is to be held at Regus, Shellcove & Rushcutters Room, Level 34, AMP Tower, 50 Bridge Street, Sydney NSW 2000 on Tuesday 19 April 2011 at 11:00am.

Please find enclosed the following documents in relation to the General Meeting:

a) Notice of General Meeting together with Explanatory Memorandum;
b) Proxy Form for General Meeting together with instructions.

If you are not able to attend the General Meeting in person, you are urged to complete and lodge the enclosed Appointment of Proxy.

Your Directors hope that you will be able to attend the Meeting and commend the resolutions for your support.

Yours sincerely

Wayne Kernaghan Company Secretary

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8247 5333 f +61 2 9247 7722

ACN 115 027 033

www.gulfindustrials.com.au

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Gulf Industrials Limited (“the Company”) will be held on Tuesday 19 April 2011 commencing at 11:00am at Regus, Shellcove & Rushcutters Room, Level 34, AMP Tower, 50 Bridge Street, Sydney NSW 2000. The attached Explanatory Memorandum should be read in conjunction with the Notice of General Meeting (‘GM”).

ORDINARY BUSINESS

Resolution 1 │ Ratification of Share Placement on 6 January 2011

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the previous issue by the Company of 25,000,000 fully paid ordinary shares in the capital of the Company at a price of 2 cents per share issued to African Lion 3 Limited as announced to the Australian Securities Exchange on 7 January 2011, and as described further in the attached Explanatory Memorandum, is hereby ratified.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a 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.

Resolution 2 │ Ratification of Share Placement on 4 February 2011

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the previous issue by the Company of 26,000,000 fully paid ordinary shares in the capital of the Company at a price of 3.4 cents per share issued to clients of D J Carmichael Pty Ltd as announced to the Australian Securities Exchange on 7 February 2011, and as described further in the attached Explanatory Memorandum, is hereby ratified.”

Resolution 3 │ Election of a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, Sir Sam Jonah, having been appointed as a Director of the Company since the last General Meeting, who retires in accordance with clause 11.12 of the Constitution of the Company and being eligible, is elected as a Director of the Company.”

Resolution 4 │ Election of a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, Mr Vic Fitzmaurice, having been appointed as a Director of the Company since the last General Meeting, who retires in accordance with clause 11.12 of the Constitution of the Company and being eligible, is elected as a Director of the Company.”

Resolution 5 │ Election of a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, Mr Mike Brook, having been appointed as a Director of the Company since the last General Meeting, who retires in accordance with clause 11.12 of the Constitution of the Company and being eligible, is elected as a Director of the Company.”

Resolution 6 │ Election of a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, Mr Jonathan Best, having been appointed as a Director of the Company since the last General Meeting, who retires in accordance with clause 11.12 of the Constitution of the Company and being eligible, is elected as a Director of the Company.”

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Resolution 7 │ Election of a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, Mr Robert Jurd, having been appointed as a Director of the Company since the last General Meeting, who retires in accordance with clause 11.12 of the Constitution of the Company and being eligible, is elected as a Director of the Company.”

Resolution 8 │ Issue of Options – Sir Sam Jonah

That, subject to the approval of Resolution 3, for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act, the issue to Sir Sam Jonah a Director of the Company, of 15,000,000 options to subscribe for fully paid ordinary shares in the Company exercisable at $0.05 each on or before 31 March 2014 and otherwise on the terms set out in the attached Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Sir Sam Jonah of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such options, is hereby approved.

Voting Exclusion: In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 8 by Sir Sam Jonah and any associate of Sir Sam Jonah. However, the Company need not disregard a vote cast on Resolution 8 if 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 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.

Resolution 9 │ Issue of Options – Sir Sam Jonah

That, subject to the approval of Resolution 3, for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act, the issue to Sir Sam Jonah, a Director of the Company, of 4,000,000 options to subscribe for fully paid ordinary shares in the Company exercisable at 140% of the volume weighted average share price of the company in the 5 trading days immediately prior to the date of this General Meeting each on or before 31 March 2014 and otherwise on the terms set out in the attached Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Sir Sam Jonah of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such options, is hereby approved.

Voting Exclusion: In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 9 by Sir Sam Jonah and any associate of Sir Sam Jonah. However, the Company need not disregard a vote cast on Resolution 9 if 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 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.

Resolution 10 │ Issue of Options – Mr Vic Fitzmaurice

That, subject to the approval of Resolution 4 for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act, the issue to Mr Vic Fitzmaurice, a Director of the Company, of 6,000,000 options to subscribe for fully paid ordinary shares in the Company exercisable at 140% of the volume weighted average share price of the company in the 5 trading days immediately prior to the date of this General Meeting each on or before 31 March 2014 and otherwise on the terms set out in the attached Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Mr Vic Fitzmaurice of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such options, is hereby approved.

Voting Exclusion: In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 10 by Mr Vic Fitzmaurice and any associate of Mr Vic Fitzmaurice. However, the Company need not disregard a vote cast on Resolution 10 if 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 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.

Resolution 11 │ Issue of Options – Mr Wayne Kernaghan

That, for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act, the issue to Mr Wayne Kernaghan, a Director of the Company, of 2,000,000 options to subscribe for fully paid ordinary shares in the Company exercisable at 140% of the volume weighted average share price of the company in the 5 trading days immediately prior to the date of this General Meeting each on or before 31 March 2014 and otherwise on the terms set out in the attached Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Mr Wayne Kernaghan of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such options, is hereby approved.

Voting Exclusion: In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 11 by Mr Wayne Kernaghan and any associate of Mr Wayne Kernaghan. However, the Company need not disregard a vote cast on Resolution 11 if 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 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.

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Resolution 12 │ Issue of Options – Mr Chris Innis

That, for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act, the issue to Mr Chris Innis a Director of the Company, of 2,000,000 options to subscribe for fully paid ordinary shares in the Company exercisable at 140% of the volume weighted average share price of the company in the 5 trading days immediately prior to the date of this General Meeting each on or before 31 March 2014 and otherwise on the terms set out in the attached Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Mr Chris Innis of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such options, is hereby approved.

Voting Exclusion: In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 12 by Mr Chris Innis and any associate of Mr Chris Innis. However, the Company need not disregard a vote cast on Resolution 12 if 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 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.

Resolution 13 │ Issue of Options – Mr Mike Brook

That, subject to the approval of Resolution 5 for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act, the issue to Mr Mike Brook a Director of the Company, of 2,000,000 options to subscribe for fully paid ordinary shares in the Company exercisable at 140% of the volume weighted average share price of the company in the 5 trading days immediately prior to the date of this General Meeting each on or before 31 March 2014 and otherwise on the terms set out in the attached Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Mr Mike Brook of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such options, is hereby approved.

Voting Exclusion: In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 13 by Mr Mike Brook and any associate of Mr Mike Brook. However, the Company need not disregard a vote cast on Resolution 13 if 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 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.

Resolution 14 │ Issue of Options – Mr Jonathan Best

That, subject to the approval of Resolution 6for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act, the issue to Mr Jonathan Best a Director of the Company, of 2,000,000 options to subscribe for fully paid ordinary shares in the Company exercisable at 140% of the volume weighted average share price of the company in the 5 trading days immediately prior to the date of this General Meeting each on or before 31 March 2014 and otherwise on the terms set out in the attached Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Mr Jonathan Best of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such options, is hereby approved.

Voting Exclusion: In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 14 by Mr Jonathan Best and any associate of Mr Jonathan Best. However, the Company need not disregard a vote cast on Resolution 14 if 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 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.

Resolution 15 │ Issue of Options – Mr Robert Jurd

That, subject to the approval of Resolution 7 for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act, the issue to Mr Robert Jurd, a Director of the Company, of 2,000,000 options to subscribe for fully paid ordinary shares in the Company exercisable at 140% of the volume weighted average share price of the company in the 5 trading days immediately prior to the date of this General Meeting each on or before 31 March 2014 and otherwise on the terms set out in the attached Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Mr Robert Jurd of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such options, is hereby approved.

Voting Exclusion: In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 15 by Mr Robert Jurd and any associate of Mr Robert Jurd. However, the Company need not disregard a vote cast on Resolution 15 if 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 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.

Further Business

To transact any further business that may legally be brought forward.

An Explanatory Memorandum to shareholders follows this Notice.

By Order of the Board

W.J. Kernaghan Company Secretary 17 March 2011

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NOTES

A member 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 member's voting rights.
Appointment of a proxy by a member who is a corporation must be given in accordance with the Corporations Act 2001 (Cwlth) or signed on its behalf by an authorised attorney.
If this proxy is executed under a Power of Attorney, the instrument appointing the attorney must accompany the form of proxy.
Any instrument of proxy in which the name of the appointee is not filled in shall be deemed to be given in favour of the Chairman of the Meeting.
A proxy need not be a member of the Company.
To be effective, the proxy form must be received by the Company at its registered office, Level 10, Gold Fields House, 1 Alfred Street, Sydney NSW 2000, or received by facsimile on (02) 9247 7722 not less than forty‐eight (48) hours before the time for holding the meeting.
For the purposes of Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cwlth), the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the meeting. The snapshot date and time has been set at 7pm EST on 17 April 2011.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of Gulf Industrials Limited (“Gulf”) in connection with the business to be transacted at the General Meeting of shareholders of Gulf to be held at Regus, Shellcove & Rushcutters Room, Level 34, AMP Tower, 50 Bridge Street, Sydney NSW on Tuesday 19 April 2011 at 11.00am.

The Directors recommend shareholders read the accompanying Notice of General Meeting (“Notice”) and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

RESOLUTION 1 │ Ratification of Share Placement on 6 January 2011

On 7 January 2011 the Company announced it had issued 25,000,000 new shares to African Lion 3 Limited at an issue price of 2 cents per share.

The funds raised of $500,000 have and will be used for the following purposes:

a) for general corporate and working capital expenses;
b) for the development and operating costs of the East African Vermiculite Project; and
c) for exploration expenditure in relation to the Company’s other existing projects.

To assist shareholders, the following information has been provided:

The Directors are restricted by Listing Rule 7.1 from issuing new securities in the Company, which would dilute existing shareholdings, to a maximum of 15% of the expanded issued capital in any 12 month period. There are exceptions which allow the Directors to issue new securities above that limit which include pro rata rights issues and issues with shareholder approval.

ASX Listing Rule 7.4 allows the Company to seek the approval of shareholders of the Company to an issue of securities after the issue has been made without approval under Listing Rule 7.1, provided the issue did not breach Listing Rule 7.1 and the holders of ordinary shares in the Company subsequently approve the issue.

As the issue was not in breach of Listing Rule 7.1 and was not previously approved by the shareholders of the Company, the Directors are now seeking shareholders’ approval and ratification for the issue of the Shares.

If Resolution 1 is passed, the Company will be able to utilise Listing Rule 7.1 for future issues of up to 15% of the expanded issued capital in the next 12 month period without having to convene a shareholders’ meeting to seek shareholders’ approval of any such issues.

The Directors believe it is desirable to have the flexibility afforded to the Company to issue securities up to the maximum 15% allowable under Listing Rule 7.1 and accordingly recommend that shareholders vote in favour of the resolution.

The shares issued pursuant to the placement are ordinary fully paid shares which rank equally in all respects with all existing Shares previously issued by the Company.

The Directors with the exception of Mr Brook who abstains recommend that the shareholders vote to approve Resolution 1.

RESOLUTION 2 │ Ratification of Share Placement on 4 February 2011

On 7 February 2011 the Company announced it had issued 26,000,000 new shares to clients of D J Carmichael Pty Ltd at an issue price of 3.4 cents per share.

The funds raised of $884,000 have and will be used for the following purposes:

d) for general corporate and working capital expenses, including the cost of the issue;
e) for the development and operating costs of the East African Vermiculite Project; and
f) for exploration expenditure in relation to the Company’s other existing projects.

To assist shareholders, the following information has been provided:

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If Resolution 2 is passed, the Company will be able to utilise Listing Rule 7.1 for future issues of up to 15% of the expanded issued capital in the next 12 month period without having to convene a shareholders’ meeting to seek shareholders’ approval of any such issues.

The shares issued pursuant to the placement are ordinary fully paid shares which rank equally in all respects with all existing Shares previously issued by the Company.

The Directors recommend that the shareholders vote to approve Resolution 2.

RESOLUTION 3 │ Election of a Director

Sir Sam Jonah was appointed as a Director on 16 November 2010 In accordance with the Company’s Constitution Sir Sam Jonah must retire and offer himself for re‐election at the first general meeting of the Company following his appointment.

Accordingly, Sir Sam Jonah being eligible offers himself for re‐election as a Director of the Company.

Sir Sam is internationally recognised as one of Africa's leading businessmen. From 1986 until 2004, he was the Chief Executive Officer of Ashanti Goldfields Company Limited, where he led the transformation of Ashanti from a one mine operation into a multinational gold miner and the first African miner to list of the New York stock exchange.

Sir Sam currently serves on the International Investment Advisory Councils of South Africa, Zambia and Nigeria. Sir Sam was formerly on the Advisory Council of the President of the African Development Bank and was also a member of the Advisory Council of the International Finance Corporation (IFC). In addition, Sir Sam is a member of the United Nations Secretary‐General's Global Compact Advisory Council.

He has been decorated with several awards and honours, including an honorary knighthood by Her Majesty Queen Elizabeth II, the Star of Ghana. The award was in recognition of his exceptional achievements as an African businessman, a leading business executive from the Commonwealth and an international public figure.

He currently holds directorships with Standard Bank of South Africa (Africa’s largest banking group), Vodafone UK and Jonah Capital, a family managed entity.

The directors other than Sir Sam Jonah recommend that shareholders vote to approve Resolution 3.

RESOLUTION 4 │ Election of a Director

Mr Vic Fitzmaurice was appointed as a Director on 7 January 2011. In accordance with the Company’s Constitution, Mr Vic Fitzmaurice must retire and offer himself for re‐election at the first general meeting of the Company following his appointment.

Accordingly, Mr Fitzmaurice being eligible offers himself for re‐election as a Director of the Company.

Mr Fitzmaurice has over 20 years’ experience working as a mining engineer in Australia and Africa with commodities including gold, diamonds, platinum, chrome, base metals and other bulk mineral operations both underground and surface. Prior experience includes working with major mining companies such as BHP Billiton (Gencor), De Beers and Aquarius Platinum in addition to a number of junior companies.

Mr Fitzmaurice is well versed in the full spectrum of project development from initial project acquisition through pre‐feasibility to full bankable feasibility studies, in addition to being highly experienced in mine design, construction and commissioning of mines and processing facilities. He also has extensive corporate level experience including project assessment / valuation, mergers and acquisitions and finance structuring. Mr Fitzmaurice has been with Gulf since 2008 and has been a key player in championing the recommissioning of the Namekara Vermiculite Mine in Uganda.

The directors other than Mr Vic Fitzmaurice recommend that shareholders vote to approve Resolution 4.

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RESOLUTION 5 │ Election of a Director

Mr Mike Brook was appointed as a Director on 7 January 2011. In accordance with the Company’s Constitution, Mr Mike Brook must retire and offer himself for re‐election at the first general meeting of the Company following his appointment.

Accordingly, Mr Brook being eligible offers himself for re‐election as a Director of the Company.

Mr Brook has 30 years’ experience working within the mining industry having graduated with a Bachelor of Science in Mining Geology from the University of Wales in 1981. He joined MIM Holdings in Queensland in 1983 as a mine geologist in the copper and lead‐zinc‐ silver operations before progressing to Chief Geologist for the copper mining operations. In 1993 Mr Brook joined stockbrokers J B Were & Son as a resource analyst specialising in emerging resource companies. In 2001 Mr Brook joined Lion Manager and has been focused on African mining investment and has been responsible for investments made by the special purpose African Lion investments funds (African Lion, African Lion 2 and African Lion 3). Mr Brook became an Executive Director of Lion Manager in 2004. The African Lion 3 Fund is a major shareholder in Gulf and currently owns 18.62% of the issued share capital.

In 2001 Mr Brook joined Lion Selection Group, a mining investment company with exposure to investments made by the special purpose African Lion investments funds (African Lion, African Lion 2 and African Lion 3) and Asian Lion fund, of which he became an Executive Director of in 2004. The African Lion 3 Fund is a major shareholder in Gulf and currently owns 19.8% of the issued share capital

The directors other than Mr Mike Brook recommend that shareholders vote to approve Resolution 5.

RESOLUTION 6 │ Election of a Director

Mr Jonathan Best was appointed as a Director on 21 February 2011. In accordance with the Company’s Constitution, Mr Jonathan Best must retire and offer himself for re‐election at the first general meeting of the Company following his appointment.

Accordingly, Mr Best being eligible offers himself for re‐election as a Director of the Company.

Mr. Best has extensive experience in senior management, leadership and business strategy in the mining industry, including the Anglo American and De Beers groups. Amongst other senior management positions, he served as the executive director and Chief Financial Officer for AngloGold Ashanti from 1998 to 2005. He currently has a number of Independent Non‐Executive Directorships, including AngloGold Ashanti Holdings Plc and JSC Polymetal.

The directors other than Mr Jonathan Best recommend that shareholders vote to approve Resolution 6.

RESOLUTION 7 │ Election of a Director

Mr Robert Jurd was appointed as a Director on 21 February 2011. In accordance with the Company’s Constitution, Mr Robert Jurd must retire and offer himself for re‐election at the first general meeting of the Company following his appointment.

Accordingly, Mr Jurd being eligible offers himself for re‐election as a Director of the Company.

Mr. Jurd is experienced in all facets of the mining industry from operations to corporate finance. He served as an executive for TransNatal Coal Corporation, Goldfields, Gencor (which merged into BHP Billiton), as well as Head of Resources – Investment Banking Division at ABSA Corporate and Merchant Bank for 9 years.

The directors other than Mr Robert Jurd recommend that shareholders vote to approve Resolution 7.

RESOLUTION 8 │ Issue of Options to Sir Sam Jonah

It is proposed that the Company issue to Sir Sam Jonah, a Director of the Company, a total of 15,000,000 options at $0.05 per option expiring on 31 March 2014. This is a fee/incentive for Sir Sam Jonah to join the board of the Company and become its Chairman.

It is proposed that the Company issue to Sir Sam Jonah, a Director of the Company, a total of 15,000,000 options to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price of $0.05. The options have an expiry date of 31 March 2014. Further details on the terms of the options are set out below.

Shareholder approval is being sought for the issue of these options and the issue of shares upon exercise of the options in accordance with the requirements of the ASX Listing Rules and Chapter 2E of the Corporations Act 2001. Specifically:

Listing Rule 7.1 restricts a company from issuing equity securities, including options to take up shares, which in any 12 month period would amount to more than 15% of the Company’s total shares on issue 12 months before the date of the proposed issue. However, issues of equity securities made with the prior approval of the shareholders in general meeting, including for the purposes of Listing Rule 10.11, are not subject to this restriction and will not be counted as part of the 15% limit. Accordingly, if shareholders of the Company approve the proposed issue of options, neither the options nor the shares issued upon exercise of the options will be counted towards the 15% limit in respect of issues of equity securities in the following 12 month period. This provides the Company with maximum flexibility if the Directors consider it appropriate to raise additional capital.

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Listing Rule 10.11 restricts a company from issuing equity securities, including options to take up shares, to a director of the company (or a proposed director) without the prior approval of holders of ordinary shares by resolution at a general meeting.

Chapter 2E of the Corporations Act 2001 prohibits a public company from giving a “financial benefit” to a “related party” (which includes Directors and associates) of the public company unless either:

i. the giving of the financial benefits falls within one of the nominated exceptions to the provisions; or
ii. prior Shareholder approval is obtained to the giving of the financial benefits.

The granting of options to Sir Sam Jonah, a Director of the Company constitutes the provision of a financial benefit to a related party of the Company within the meaning of Chapter 2E.

Therefore, Resolution 8 seeks the approval of shareholders to satisfy the requirements for shareholder approval under Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001.

To assist shareholders the following information and valuation of the options has been provided:

The options have been valued by reference to the Black Scholes options pricing model, based on the following assumptions:

Option Valuation	Input
Shareprice at 11 March 2011	$0.068
Exercise Price	$0.050
Risk Free Rate	5%
Volatility (Annualised)	180%
Time(years)to expiry	3years
Valueper option	$0.062
Number of options	15,000,000
Total value	$930,000

It should be noted that no discount has been applied to the valuation for non negotiability of the options as they are not listed and cannot be transferred except with the Board’s prior approval.

Based on the above assumptions it is considered that the total value of the 15,000,000 options is $930,000

Details of the proposed issue of options to Sir Sam Jonah are as follows:

If shareholder approval is obtained, the 15,000,000 options will be issued to Sir Sam Jonah (or his nominee) within one month of the date of this meeting.
The options will vest immediately.
No consideration will be payable for the issue of the options but the options, if exercised, will entitle the holder to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price of $0.05. The funds raised on the exercise of the options will be used for working capital.
The options will be issued on the following terms:
(a) the options issued to Sir Sam Jonah (or his nominee) may be exercised immediately;
(b) the options will expire on the earlier of the date which is one month after the Director to whom the options are issued ceases to be a Director of the Company (or such longer period as determined by the board of Directors) or at 5.00pm on 31 March 2014 (“the Expiry Date”);
(c) the options shall be exercisable wholly or in part, by notice in writing to the Company, at any time up until the expiry date;
(d) the holder of options cannot participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising the option;
(e) shares issued on the exercise of options will rank pari passu with the then existing issued ordinary shares of the Company;
(f) in a reorganisation of capital of the Company, the exercise price of the options or the number of shares over which the options can be exercised will be reorganised in accordance with the relevant provisions of the ASX Listing Rules in force at the time of the reorganisation;

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(g) subject to paragraph (f), neither the exercise price of the options nor the number of shares over which the options can be exercised will be changed to take account of pro rata issues (other than bonus issues);
(h) in respect of a bonus issue of shares the option holders are only entitled to participate if the options are exercised before the record date for the bonus issue. In the event of a bonus issue, the number of shares over which an option is exercisable will be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue;
(i) the options can be transferred, subject to board approval;
(j) the options will not be quoted on the ASX.

The current capital structure of the Company is as follows:

(j) the options will not be quoted on the ASX. The current capital structure of the Company is as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Total Options	128,393,100
Total OrdinaryShares if all Options on issue are exercised	557,997,829

If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting, the issued capital of the Company will be as follows:

Notice of Meeting, the issued capital of the Company will be as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Unlisted Options(140% of 5 dayVWAPprior to meetingexercisable on or before 31/03/2014)	20,000,000
Unlisted Options(5.0 cents exercisable on or before 31 March 2014)	15,000,000
Total Options	163,393,100
Total OrdinaryShares if all Options on issue are exercised	592,997,829

If the share price is higher than the exercise price at the time the options are exercised, there will be a perceived cost to the Company, as the Company may have been able to issue the shares at a higher price.

Sir Sam Jonah has an interest in 60,000,000 shares and 4,000,000 options exercisable at 140% of the volume weighted average share price in the 5 trading days immediately prior to the date of the General Meeting and expiry on 31 March 2014 subject to the passing of Resolution 9. If Sir Sam Jonah exercises the options, and none of the other options on issue are exercised, there will be a dilutionary effect of 3% on existing shareholders. If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting and none of the options on issue are exercised, except those issued to Sir Sam Jonah, Sir Sam Jonah will hold approximately 13% of the issued share capital of the Company.

The highest, lowest and last trading prices of the shares on ASX over the previous 12 months are 8.9 cents (on 8 March 2011), 1.6 cents (on 28 June 2010) and 6.8 cents (on 11 March 2011) respectively.

Sir Sam Jonah currently receives $72,000 per year (includes salary and superannuation). Sir Sam Jonah receives no other remuneration from the Company other than that contemplated under resolution 9.

These options are intended to provide an incentive to Sir Sam Jonah, a Director, to work towards improving the performance of the Company and its share price, which will benefit all of the shareholders.

Sir Sam Jonah, a director of the Company, does not make a recommendation to shareholders in relation to this resolution as he has a personal interest in the outcome of the resolution, as he is a related party who will receive a financial benefit if the resolution is passed.

The other directors recommend that the shareholders vote to approve Resolution 8, on the basis that the options will provide an incentive to Sir Sam Jonah to continue to work towards increasing the value of the Company, are consistent with market remuneration in companies of a similar size and nature, and are in the best interests of the Company, taking into account all of the effects and opportunity cost to the Company, including the dilutionary effect referred to above.

‐ 9 ‐

RESOLUTION 9 │ Issue of Options to Sir Sam Jonah

It is proposed that the Company issue to Sir Sam Jonah, a Director of the Company, a total of 4,000,000 options to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the volume weighted average share price in the 5 day trading days immediately prior to the date of the General Meeting (“VWAP”). That is, if the VWAP is $0.068, the exercise price of the options will be $0.0952. The options have an expiry date of 31 March 2014. Further details on the terms of the options are set out below.

i. the giving of the financial benefits falls within one of the nominated exceptions to the provisions; or
ii. prior Shareholder approval is obtained to the giving of the financial benefits.

The granting of options to Sir Sam Jonah, a Director of the Company, constitutes the provision of a financial benefit to a related party of the Company within the meaning of Chapter 2E.

Therefore, Resolution 9 seeks the approval of shareholders to satisfy the requirements for shareholder approval under Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001.

To assist shareholders the following information and valuation of the options has been provided:

The options have been valued by reference to the Black Scholes options pricing model, based on the following assumptions:

Option Valuation	Input
Shareprice at 11 March 2011	$0.068
Exercise Price(based on 140% the VWAP on 11 March 2011)	$0.0952
Risk Free Rate	5%
Volatility (Annualised)	180%
Time(years)to expiry	3years
Valueper option	$0.059
Number of options	4,000,000
Total value	$236,000

It should be noted that no discount has been applied to the valuation for non negotiability of the options as they are not listed and cannot be transferred except with the Board’s prior approval.

Based on the above assumptions it is considered that the total value of the 4,000,000 options is $236,000

Details of the proposed issue of options to Sir Sam Jonah are as follows:

If shareholder approval is obtained, the 4,000,000 options will be issued to Sir Sam Jonah (or his nominee) within one month of the date of this meeting.
The options will vest immediately.
No consideration will be payable for the issue of the options but the options, if exercised, will entitle the holder to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the VWAP. The funds raised on the exercise of the options will be used for working capital.

‐ 10 ‐

The options will be issued on the following terms:
(a) the options issued to Sir Sam Jonah (or his nominee) may be exercised immediately;
(b) the options will expire on the earlier of the date which is one month after the Director to whom the options are issued ceases to be a Director of the Company (or such longer period as determined by the board of Directors) or at 5.00pm on 31 March 2014 (“the Expiry Date”);
(c) the options shall be exercisable wholly or in part, by notice in writing to the Company, at any time up until the expiry date;
(d) the holder of options cannot participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising the option;
(e) shares issued on the exercise of options will rank pari passu with the then existing issued ordinary shares of the Company;
(f) in a reorganisation of capital of the Company, the exercise price of the options or the number of shares over which the options can be exercised will be reorganised in accordance with the relevant provisions of the ASX Listing Rules in force at the time of the reorganisation;
(g) subject to paragraph (f), neither the exercise price of the options nor the number of shares over which the options can be exercised will be changed to take account of pro rata issues (other than bonus issues);
(h) in respect of a bonus issue of shares the option holders are only entitled to participate if the options are exercised before the record date for the bonus issue. In the event of a bonus issue, the number of shares over which an option is exercisable will be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue;
(i) the options can be transferred, subject to board approval;
(j) the options will not be quoted on the ASX.

The current capital structure of the Company is as follows:

(j) the options will not be quoted on the ASX. The current capital structure of the Company is as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Total Options	128,393,100
Total OrdinaryShares if all Options on issue are exercised	557,997,829

Notice of Meeting, the issued capital of the Company will be as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Unlisted Options(140% of 5 dayVWAPprior to meetingexercisable on or before 31/03/2014)	20,000,000
Unlisted Options(5.0 cents exercisable on or before 31 March 2014)	15,000,000
Total Options	163,393,100
Total OrdinaryShares if all Options on issue are exercised	592,997,829

‐ 11 ‐

Sir Sam Jonah has an interest in 60,000,000 shares and 15,000,000 options exercisable at 5 cents and expiring on 31 March 2014 (if resolution 8 is passed). If Sir Sam Jonah exercises the options, and none of the other options on issue are exercised, there will be a dilutionary effect of 0.1% on existing shareholders. If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting and none of the options on issue are exercised, except those issued to Sir Sam Jonah, Sir Sam Jonah will hold approximately 14 % of the issued share capital of the Company.

The highest, lowest and last trading prices of the shares on ASX over the previous 12 months are 8.9 cents (on 8 March 2011.), 1.6 cents (on 28 June 2010) and 6.8 cents (on 11 March 2011) respectively.

Sir Sam Jonah currently receives $72,000 per year (includes salary and superannuation). Sir Sam Jonah receives no other remuneration from the Company other than the issue of options contemplated under resolution 8

Sir Sam Jonah, a director of the Company, does not make a recommendation to shareholders in relation to the resolution as he has a personal interest in the outcome of the resolution, as he is a related party who will receive a financial benefit if the resolution is passed.

The other directors recommend that the shareholders vote to approve Resolution 9, on the basis that the options will provide an incentive to Sir Sam Jonah to continue to work towards increasing the value of the Company, are consistent with market remuneration in companies of a similar size and nature, and are in the best interests of the Company, taking into account all of the effects and opportunity cost to the Company, including the dilutionary effect referred to above.

RESOLUTION 10 │ Issue of Options to Mr Vic Fitzmaurice

It is proposed that the Company issue to Mr Vic Fitzmaurice, a Director of the Company, a total of 6,000,000 options to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the volume weighted average share price in the 5 day trading days immediately prior to the date of the General meeting (“VWAP”). That is, if the VWAP is $0.068, the exercise price of the options will be $0.0952. The options have an expiry date of 31 March 2014. Further details on the terms of the options are set out below.

i. the giving of the financial benefits falls within one of the nominated exceptions to the provisions; or

ii. prior Shareholder approval is obtained to the giving of the financial benefits.

The granting of options to Mr Vic Fitzmaurice, a Director of the Company constitutes the provision of a financial benefit to a related party of the Company within the meaning of Chapter 2E.

Therefore, Resolution 10 seeks the approval of shareholders to satisfy the requirements for shareholder approval under Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001.

To assist shareholders the following information and valuation of the options has been provided:

The options have been valued by reference to the Black Scholes options pricing model, based on the following assumptions:

‐ 12 ‐

Option Valuation	Input
Shareprice at 11 March 2011	$0.068
Exercise Price(based on 140% the VWAP on 11 March 2011)	$0.0952
Risk Free Rate	5%
Volatility (Annualised)	180%
Time(years)to expiry	3years
Valueper option	$0.059
Number of options	6,000,000
Total value	$354,000

It should be noted that no discount has been applied to the valuation for non negotiability of the options as they are not listed and cannot be transferred except with the Board’s prior approval.

Based on the above assumptions it is considered that the total value of the 6,000,000 options is $354,000.

Details of the proposed issue of options to Mr Vic Fitzmaurice are as follows:

If shareholder approval is obtained, the 6,000,000 options will be issued to Mr Vic Fitzmaurice (or his nominee) within one month of the date of this meeting.
The options will vest immediately.
No consideration will be payable for the issue of the options but the options, if exercised, will entitle the holder to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the VWAP. The funds raised on the exercise of the options will be used for working capital.
The options will be issued on the following terms:
(a) the options issued to Mr Vic Fitzmaurice (or his nominee) may be exercised immediately;
(b) the options will expire on the earlier of the date which is one month after the Director to whom the options are issued ceases to be a Director of the Company (or such longer period as determined by the board of Directors) or at 5.00pm on 31 March 2014 (“the Expiry Date”);
(c) the options shall be exercisable wholly or in part, by notice in writing to the Company, at any time up until the expiry date;
(d) the holder of options cannot participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising the option;
(e) shares issued on the exercise of options will rank pari passu with the then existing issued ordinary shares of the Company;
(f) in a reorganisation of capital of the Company, the exercise price of the options or the number of shares over which the options can be exercised will be reorganised in accordance with the relevant provisions of the ASX Listing Rules in force at the time of the reorganisation;
(g) subject to paragraph (f), neither the exercise price of the options nor the number of shares over which the options can be exercised will be changed to take account of pro rata issues (other than bonus issues);
(h) in respect of a bonus issue of shares the option holders are only entitled to participate if the options are exercised before the record date for the bonus issue. In the event of a bonus issue, the number of shares over which an option is exercisable will be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue;
(i) the options can be transferred, subject to board approval;
(j) the options will not be quoted on the ASX.

‐ 13 ‐

The current capital structure of the Company is as follows:

The current capital structure of the Company is as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Total Options	128,393,100
Total OrdinaryShares if all Options on issue are exercised	557,997,829

Notice of Meeting, the issued capital of the Company will be as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Unlisted Options(140% of 5 dayVWAPprior to meetingexercisable on or before 31/03/2014)	20,000,000
Unlisted Options(5.0 cents exercisable on or before 31 March 2014)	15,000,000
Total Options	163,393,100
Total OrdinaryShares if all Options on issue are exercised	592,997,829

Mr Vic Fitzmaurice has an interest in 2,133,333 shares and 2,025,000 various options If Mr Vic Fitzmaurice exercises the options, and none of the other options on issue are exercised, there will be a dilutionary effect of 1% on existing shareholders. If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting and none of the options on issue are exercised, except those issued to Mr Vic Fitzmaurice, Mr Vic Fitzmaurice will hold 1.6% of the issued share capital of the Company.

Mr Vic Fitzmaurice currently receives $260,000 per year (includes salary and superannuation). Mr Vic Fitzmaurice receives no other remuneration from the Company.

These options are intended to provide an incentive to Mr Vic Fitzmaurice, a Director, to work towards improving the performance of the Company and its share price, which will benefit all of the shareholders.

Mr Vic Fitzmaurice, a director of the Company, does not make a recommendation to shareholders in relation to the resolution as he has a personal interest in the outcome of the resolution, as he is a related party who will receive a financial benefit if the resolution is passed.

The other directors recommend that the shareholders vote to approve Resolution 10, on the basis that the options will provide an incentive to Mr Vic Fitzmaurice to continue to work towards increasing the value of the Company, are consistent with market remuneration in companies of a similar size and nature, and are in the best interests of the Company, taking into account all of the effects and opportunity cost to the Company, including the dilutionary effect referred to above.

RESOLUTION 11 │ Issue of Options to Mr Wayne Kernaghan

It is proposed that the Company issue to Mr Wayne Kernaghan, a Director of the Company, a total of 2,000,000 options to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the volume weighted average share price in the 5 day trading days immediately prior to the date of the General meeting (“VWAP”). That is, if the VWAP is $0.068, the exercise price of the options will be $0.0952. The options have an expiry date of 31 March 2014. Further details on the terms of the options are set out below.

‐ 14 ‐

i. the giving of the financial benefits falls within one of the nominated exceptions to the provisions; or
ii. prior Shareholder approval is obtained to the giving of the financial benefits.

The granting of options to Mr Wayne Kernaghan, a Director of the Company constitutes the provision of a financial benefit to a related party of the Company within the meaning of Chapter 2E.

Therefore, Resolution 11 seeks the approval of shareholders to satisfy the requirements for shareholder approval under Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001.

To assist shareholders the following information and valuation of the options has been provided:

The options have been valued by reference to the Black Scholes options pricing model, based on the following assumptions:

Option Valuation	Input
Shareprice at 11 March 2011	$0.068
Exercise Price(based on 140% the VWAP on 11 March 2011)	$0.0952
Risk Free Rate	5%
Volatility (Annualised)	180%
Time(years)to expiry	3years
Valueper option	$0.059
Number of options	2,000,000
Total value	$118,000

It should be noted that no discount has been applied to the valuation for non negotiability of the options as they are not listed and cannot be transferred except with the Board’s prior approval.

Based on the above assumptions it is considered that the total value of the 2,000,000 options is $118,000

Details of the proposed issue of options to Mr Wayne Kernaghan are as follows:

If shareholder approval is obtained, the 2,000,000 options will be issued to Mr Wayne Kernaghan (or his nominee) within one month of the date of this meeting.
The options will vest immediately.
No consideration will be payable for the issue of the options but the options, if exercised, will entitle the holder to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the VWAP. The funds raised on the exercise of the options will be used for working capital.
The options will be issued on the following terms:
(a) the options issued to Mr Wayne Kernaghan (or his nominee) may be exercised immediately;
(b) the options will expire on the earlier of the date which is one month after the Director to whom the options are issued ceases to be a Director of the Company (or such longer period as determined by the board of Directors) or at 5.00pm on 31 March 2014 (“the Expiry Date”);
(c) the options shall be exercisable wholly or in part, by notice in writing to the Company, at any time up until the expiry date;
(d) the holder of options cannot participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising the option;
(e) shares issued on the exercise of options will rank pari passu with the then existing issued ordinary shares of the Company;

‐ 15 ‐

(f) in a reorganisation of capital of the Company, the exercise price of the options or the number of shares over which the options can be exercised will be reorganised in accordance with the relevant provisions of the ASX Listing Rules in force at the time of the reorganisation;
(g) subject to paragraph (f), neither the exercise price of the options nor the number of shares over which the options can be exercised will be changed to take account of pro rata issues (other than bonus issues);
(h) in respect of a bonus issue of shares the option holders are only entitled to participate if the options are exercised before the record date for the bonus issue. In the event of a bonus issue, the number of shares over which an option is exercisable will be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue;
(i) the options can be transferred, subject to board approval;
(j) the options will not be quoted on the ASX.

The current capital structure of the Company is as follows:

(j) the options will not be quoted on the ASX. The current capital structure of the Company is as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Total Options	128,393,100
Total OrdinaryShares if all Options on issue are exercised	557,997,829

Notice of Meeting, the issued capital of the Company will be as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Unlisted Options(140% of 5 dayVWAPprior to meetingexercisable on or before 31/03/2014)	20,000,000
Unlisted Options(5.0 cents exercisable on or before 31 March 2014)	15,000,000
Total Options	163,393,100
Total OrdinaryShares if all Options on issue are exercised	592,997,829

Mr Wayne Kernaghan has an interest in 8,500,000 shares and 5,984,810 options. If Mr Wayne Kernaghan exercises the options, and none of the other options on issue are exercised, there will be a dilutionary effect of 0.4% on existing shareholders. If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting and none of the options on issue are exercised, except those issued to Mr Wayne Kernaghan, Mr Wayne Kernaghan will hold 2.4 % of the issued share capital of the Company.

Mr Wayne Kernaghan currently receives $156,000 per year (includes salary, consulting and superannuation). Mr Wayne Kernaghan receives no other remuneration from the Company.

These options are intended to provide an incentive to Mr Wayne Kernaghan, a Director, to work towards improving the performance of the Company and its share price, which will benefit all of the shareholders.

Mr Wayne Kernaghan, director of the Company, does not make a recommendation to shareholders in relation to the resolution as he has a personal interest in the outcome of the resolution as he is a related party who will receive a financial benefit if the resolution is passed.

‐ 16 ‐

The other directors recommend that the shareholders vote to approve Resolution 11, on the basis that the options will provide an incentive to Mr Wayne Kernaghan to continue to work towards increasing the value of the Company, are consistent with market remuneration in companies of a similar size and nature, and are in the best interests of the Company, taking into account all of the effects and opportunity cost to the Company, including the dilutionary effect referred to above.

RESOLUTION 12 │ Issue of Options to Mr Chris Innis

It is proposed that the Company issue to Mr Chris Innis, a Director of the Company, a total of 2,000,000 options to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the volume weighted average share price in the 5 day trading days immediately prior to the date of the General meeting (“VWAP”). That is, if the VWAP is $0.068, the exercise price of the options will be $0.0952. The options have an expiry date of 31 March 2014. Further details on the terms of the options are set out below.

i. the giving of the financial benefits falls within one of the nominated exceptions to the provisions; or
ii. prior Shareholder approval is obtained to the giving of the financial benefits.

The granting of options to Mr Chris Innis, a Director of the Company constitutes the provision of a financial benefit to a related party of the Company within the meaning of Chapter 2E.

Therefore, Resolution 12 seeks the approval of shareholders to satisfy the requirements for shareholder approval under Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001.

To assist shareholders the following information and valuation of the options has been provided:

The options have been valued by reference to the Black Scholes options pricing model, based on the following assumptions:

Option Valuation	Input
Shareprice at 11 March 2011	$0.068
Exercise Price(based on 140% the VWAP on 11 March 2011)	$0.0952
Risk Free Rate	5%
Volatility (Annualised)	180%
Time(years)to expiry	3years
Valueper option	$0.059
Number of options	2,000,000
Total value	$118,000

It should be noted that no discount has been applied to the valuation for non negotiability of the options as they are not listed and cannot be transferred except with the Board’s prior approval.

Based on the above assumptions it is considered that the total value of the 2,000,000 options is $118,000

Details of the proposed issue of options to Mr Chris Innis are as follows:

If shareholder approval is obtained, the 2,000,000 options will be issued to Mr Chris Innis (or his nominee) within one month of the date of this meeting.
The options will vest immediately.

‐ 17 ‐

No consideration will be payable for the issue of the options but the options, if exercised, will entitle the holder to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the VWAP. The funds raised on the exercise of the options will be used for working capital.
The options will be issued on the following terms:
(a) the options issued to Mr Chris Innis (or his nominee) may be exercised immediately;
(b) the options will expire on the earlier of the date which is one month after the Director to whom the options are issued ceases to be a Director of the Company (or such longer period as determined by the board of Directors) or at 5.00pm on 31 March 2014 (“the Expiry Date”);
(c) the options shall be exercisable wholly or in part, by notice in writing to the Company, at any time up until the expiry date;
(d) the holder of options cannot participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising the option;
(e) shares issued on the exercise of options will rank pari passu with the then existing issued ordinary shares of the Company;
(f) in a reorganisation of capital of the Company, the exercise price of the options or the number of shares over which the options can be exercised will be reorganised in accordance with the relevant provisions of the ASX Listing Rules in force at the time of the reorganisation;
(g) subject to paragraph (f), neither the exercise price of the options nor the number of shares over which the options can be exercised will be changed to take account of pro rata issues (other than bonus issues);
(h) in respect of a bonus issue of shares the option holders are only entitled to participate if the options are exercised before the record date for the bonus issue. In the event of a bonus issue, the number of shares over which an option is exercisable will be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue;
(i) the options can be transferred, subject to board approval;
(j) the options will not be quoted on the ASX.

The current capital structure of the Company is as follows:

(j) the options will not be quoted on the ASX. The current capital structure of the Company is as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Total Options	128,393,100
Total OrdinaryShares if all Options on issue are exercised	557,997,829

Notice of Meeting, the issued capital of the Company will be as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Unlisted Options(140% of 5 dayVWAPprior to meetingexercisable on or before 31/03/2014)	20,000,000
Unlisted Options(5.0 cents exercisable on or before 31 March 2014)	15,000,000
Total Options	163,393,100
Total OrdinaryShares if all Options on issue are exercised	592,997,829

‐ 18 ‐

Mr Chris Innis has an interest in 800,000 shares. If Mr Chris Innis exercises the options, and none of the other options on issue are exercised, there will be a dilutionary effect of 0.4% on existing shareholders. If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting and none of the options on issue are exercised, except those issued to Mr Chris Innis, Mr Chris Innis will hold 0.6% of the issued share capital of the Company.

Mr Chris Innis currently receives $36,000 per year (includes salary and superannuation). Mr Chris Innis receives no other remuneration from the Company.

These options are intended to provide an incentive to Mr Chris Innis, a Director, to work towards improving the performance of the Company and its share price, which will benefit all of the shareholders.

Mr Chris Innis, director of the Company, does not make a recommendation to shareholders in relation to the resolution as he has a personal interest in the outcome of the resolution as he is a related party who will receive a financial benefit if the resolution is passed.

The other directors recommend that the shareholders vote to approve Resolution 12, on the basis that the options will provide an incentive to Mr Chris Innis to continue to work towards increasing the value of the Company, are consistent with market remuneration in companies of a similar size and nature, and are in the best interests of the Company, taking into account all of the effects and opportunity cost to the Company, including the dilutionary effect referred to above.

RESOLUTION 13 │ Issue of Options to Mr Mike Brook

It is proposed that the Company issue to Mr Mike Brook, a Director of the Company, a total of 2,000,000 options to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the volume weighted average share price in the 5 day trading days immediately prior to the date of the General meeting (“VWAP”). That is, if the VWAP is $0.068, the exercise price of the options will be $0.0952. The options have an expiry date of 31 March 2014. Further details on the terms of the options are set out below.

i. the giving of the financial benefits falls within one of the nominated exceptions to the provisions; or

ii. prior Shareholder approval is obtained to the giving of the financial benefits.

The granting of options to Mr Mike Brook, a Director of the Company constitutes the provision of a financial benefit to a related party of the Company within the meaning of Chapter 2E.

Therefore, Resolution 13 seeks the approval of shareholders to satisfy the requirements for shareholder approval under Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001.

To assist shareholders the following information and valuation of the options has been provided:

The options have been valued by reference to the Black Scholes options pricing model, based on the following assumptions:

‐ 19 ‐

Option Valuation	Input
Shareprice at 11 March 2011	$0.068
Exercise Price(based on 140% the VWAP on 11 March 2011)	$0.0952
Risk Free Rate	5%
Volatility (Annualised)	180%
Time(years)to expiry	3years
Valueper option	$0.059
Number of options	2,000,000
Total value	$118,000

It should be noted that no discount has been applied to the valuation for non negotiability of the options as they are not listed and cannot be transferred except with the Board’s prior approval.

Based on the above assumptions it is considered that the total value of the 2,000,000 options is $118,000

Details of the proposed issue of options to Mr Mike Brook are as follows:

If shareholder approval is obtained, the 2,000,000 options will be issued to Mr Mike Brook (or his nominee) within one month of the date of this meeting.
The options will vest immediately.
No consideration will be payable for the issue of the options but the options, if exercised, will entitle the holder to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the VWAP. The funds raised on the exercise of the options will be used for working capital.
The options will be issued on the following terms:
(a) the options issued to Mr Mike Brook (or his nominee) may be exercised immediately;
(b) the options will expire on the earlier of the date which is one month after the Director to whom the options are issued ceases to be a Director of the Company (or such longer period as determined by the board of Directors) or at 5.00pm on 31 March 2014 (“the Expiry Date”);
(c) the options shall be exercisable wholly or in part, by notice in writing to the Company, at any time up until the expiry date;
(d) the holder of options cannot participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising the option;
(e) shares issued on the exercise of options will rank pari passu with the then existing issued ordinary shares of the Company;
(f) in a reorganisation of capital of the Company, the exercise price of the options or the number of shares over which the options can be exercised will be reorganised in accordance with the relevant provisions of the ASX Listing Rules in force at the time of the reorganisation;
(g) subject to paragraph (f), neither the exercise price of the options nor the number of shares over which the options can be exercised will be changed to take account of pro rata issues (other than bonus issues);
(h) in respect of a bonus issue of shares the option holders are only entitled to participate if the options are exercised before the record date for the bonus issue. In the event of a bonus issue, the number of shares over which an option is exercisable will be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue;
(i) the options can be transferred, subject to board approval;
(j) the options will not be quoted on the ASX.

‐ 20 ‐

The current capital structure of the Company is as follows:

The current capital structure of the Company is as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Total Options	128,393,100
Total OrdinaryShares if all Options on issue are exercised	557,997,829

Notice of Meeting, the issued capital of the Company will be as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Unlisted Options(140% of 5 dayVWAPprior to meetingexercisable on or before 31/03/2014)	20,000,000
Unlisted Options(5.0 cents exercisable on or before 31 March 2014)	15,000,000
Total Options	163,393,100
Total OrdinaryShares if all Options on issue are exercised	592,997,829

Mr Mike Brook has an interest in no shares and options. If Mr Mike Brook exercises the options, and none of the other options on issue are exercised, there will be a dilutionary effect of 0.4% on existing shareholders. If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting and none of the options on issue are exercised, except those issued to Mr Mike Brook, Mr Mike Brook will hold 0.1% of the issued share capital of the Company.

Mr Mike Brook currently receives $36,000 per year (includes salary and superannuation). Mr Mike Brook receives no other remuneration from the Company.

These options are intended to provide an incentive to Mr Mike Brook, a Director, to work towards improving the performance of the Company and its share price, which will benefit all of the shareholders.

Mr Mike Brook, director of the Company, does not make a recommendation to shareholders in relation to the resolution as he has a personal interest in the outcome of the resolution as he is a related party who will receive a financial benefit if the resolution is passed.

The other directors recommend that the shareholders vote to approve Resolution 13, on the basis that the options will provide an incentive to Mr Mike Brook to continue to work towards increasing the value of the Company, are consistent with market remuneration in companies of a similar size and nature, and are in the best interests of the Company, taking into account all of the effects and opportunity cost to the Company, including the dilutionary effect referred to above.

RESOLUTION 14 │ Issue of Options to Mr Jonathan Best

It is proposed that the Company issue to Mr Jonathan Best, a Director of the Company, a total of 2,000,000 options to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the volume weighted average share price in the 5 day trading days immediately prior to the date of the General meeting (“VWAP”). That is, if the VWAP is $0.068, the exercise price of the options will be $0.0952. The options have an expiry date of 31 March 2014. Further details on the terms of the options are set out below.

‐ 21 ‐

i. the giving of the financial benefits falls within one of the nominated exceptions to the provisions; or
ii. prior Shareholder approval is obtained to the giving of the financial benefits.

The granting of options to Mr Jonathan Best, a Director of the Company constitutes the provision of a financial benefit to a related party of the Company within the meaning of Chapter 2E.

Therefore, Resolution 14 seeks the approval of shareholders to satisfy the requirements for shareholder approval under Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001.

To assist shareholders the following information and valuation of the options has been provided:

The options have been valued by reference to the Black Scholes options pricing model, based on the following assumptions:

Option Valuation	Input
Shareprice at 11 March 2011	$0.068
Exercise Price(based on 140% the VWAP on 11 March 2011)	$0.0952
Risk Free Rate	5%
Volatility (Annualised)	180%
Time(years)to expiry	3years
Valueper option	$0.059
Number of options	2,000,000
Total value	$118,000

It should be noted that no discount has been applied to the valuation for non negotiability of the options as they are not listed and cannot be transferred except with the Board’s prior approval.

Based on the above assumptions it is considered that the total value of the 2,000,000 options is $118,000

Details of the proposed issue of options to Mr Jonathan Best are as follows:

If shareholder approval is obtained, the 2,000,000 options will be issued to Mr Jonathan Best (or his nominee) within one month of the date of this meeting.
The options will vest immediately.
No consideration will be payable for the issue of the options but the options, if exercised, will entitle the holder to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the VWAP. The funds raised on the exercise of the options will be used for working capital.
The options will be issued on the following terms:
(a) the options issued to Mr Jonathan Best (or his nominee) may be exercised immediately;
(b) the options will expire on the earlier of the date which is one month after the Director to whom the options are issued ceases to be a Director of the Company (or such longer period as determined by the board of Directors) or at 5.00pm on 31 March 2014 (“the Expiry Date”);
(c) the options shall be exercisable wholly or in part, by notice in writing to the Company, at any time up until the expiry date;
(d) the holder of options cannot participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising the option;

‐ 22 ‐

(e) shares issued on the exercise of options will rank pari passu with the then existing issued ordinary shares of the Company;
(f) in a reorganisation of capital of the Company, the exercise price of the options or the number of shares over which the options can be exercised will be reorganised in accordance with the relevant provisions of the ASX Listing Rules in force at the time of the reorganisation;
(g) subject to paragraph (f), neither the exercise price of the options nor the number of shares over which the options can be exercised will be changed to take account of pro rata issues (other than bonus issues);
(h) in respect of a bonus issue of shares the option holders are only entitled to participate if the options are exercised before the record date for the bonus issue. In the event of a bonus issue, the number of shares over which an option is exercisable will be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue;
(i) the options can be transferred, subject to board approval;
(j) the options will not be quoted on the ASX.

The current capital structure of the Company is as follows:

(j) the options will not be quoted on the ASX. The current capital structure of the Company is as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Total Options	128,393,100
Total OrdinaryShares if all Options on issue are exercised	557,997,829

Notice of Meeting, the issued capital of the Company will be as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Unlisted Options(140% of 5 dayVWAPprior to meetingexercisable on or before 31/03/2014)	20,000,000
Unlisted Options(5.0 cents exercisable on or before 31 March 2014)	15,000,000
Total Options	163,393,100
Total OrdinaryShares if all Options on issue are exercised	592,997,829

Mr Jonathan Best has an interest in no shares and options. If Mr Jonathan Best exercises the options, and none of the other options on issue are exercised, there will be a dilutionary effect of 0.4% on existing shareholders. If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting and none of the options on issue are exercised, except those issued to Mr Jonathan Best, Mr Jonathan Best will hold 0.1% of the issued share capital of the Company.

Mr Jonathan Best currently receives $36,000 per year (includes salary and superannuation). Mr Jonathan Best receives no other remuneration from the Company.

These options are intended to provide an incentive to Mr Jonathan Best, a Director, to work towards improving the performance of the Company and its share price, which will benefit all of the shareholders.

Mr Jonathan Best, director of the Company, does not make a recommendation to shareholders in relation to the resolution as he has a personal interest in the outcome of the resolution as he is a related party who will receive a financial benefit if the resolution is passed.

‐ 23 ‐

The other directors recommend that the shareholders vote to approve Resolution 14, on the basis that the options will provide an incentive to Mr Jonathan Best to continue to work towards increasing the value of the Company, are consistent with market remuneration in companies of a similar size and nature, and are in the best interests of the Company, taking into account all of the effects and opportunity cost to the Company, including the dilutionary effect referred to above.

RESOLUTION 15 │ Issue of Options to Mr Robert Jurd

It is proposed that the Company issue to Mr Robert Jurd, a Director of the Company, a total of 2,000,000 options to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the volume weighted average share price in the 5 day trading days immediately prior to the date of the General meeting (“VWAP”). That is, if the VWAP is $0.068, the exercise price of the options will be $0.0952. The options have an expiry date of 31 March 2014. Further details on the terms of the options are set out below.

i. the giving of the financial benefits falls within one of the nominated exceptions to the provisions; or
ii. prior Shareholder approval is obtained to the giving of the financial benefits.

The granting of options to Mr Robert Jurd, a Director of the Company constitutes the provision of a financial benefit to a related party of the Company within the meaning of Chapter 2E.

Therefore, Resolution 15 seeks the approval of shareholders to satisfy the requirements for shareholder approval under Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001.

To assist shareholders the following information and valuation of the options has been provided:

The options have been valued by reference to the Black Scholes options pricing model, based on the following assumptions:

Option Valuation	Input
Shareprice at 11 March 2011	$0.068
Exercise Price(based on 140% the VWAP on 11 March 2011)	$0.0952
Risk Free Rate	5%
Volatility (Annualised)	180%
Time(years)to expiry	3years
Valueper option	$0.059
Number of options	2,000,000
Total value	$118,000

It should be noted that no discount has been applied to the valuation for non negotiability of the options as they are not listed and cannot be transferred except with the Board’s prior approval.

Based on the above assumptions it is considered that the total value of the 2,000,000 options is $118,000.

Details of the proposed issue of options to Mr Robert Jurd are as follows:

If shareholder approval is obtained, the 2,000,000 options will be issued to Mr Robert Jurd (or his nominee) within one month of the date of this meeting.
The options will vest immediately.

‐ 24 ‐

No consideration will be payable for the issue of the options but the options, if exercised, will entitle the holder to subscribe for fully paid ordinary shares in the capital of the Company at an exercise price equal to 140% of the VWAP. The funds raised on the exercise of the options will be used for working capital.
The options will be issued on the following terms:
(a) the options issued to Mr Robert Jurd (or his nominee) may be exercised immediately;
(c) the options will expire on the earlier of the date which is one month after the Director to whom the options are issued ceases to be a Director of the Company (or such longer period as determined by the board of Directors) or at 5.00pm on 31 March 2014 (“the Expiry Date”);
(c) the options shall be exercisable wholly or in part, by notice in writing to the Company, at any time up until the expiry date;
(d) the holder of options cannot participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising the option;
(e) shares issued on the exercise of options will rank pari passu with the then existing issued ordinary shares of the Company;
(f) in a reorganisation of capital of the Company, the exercise price of the options or the number of shares over which the options can be exercised will be reorganised in accordance with the relevant provisions of the ASX Listing Rules in force at the time of the reorganisation;
(g) subject to paragraph (f), neither the exercise price of the options nor the number of shares over which the options can be exercised will be changed to take account of pro rata issues (other than bonus issues);
(h) in respect of a bonus issue of shares the option holders are only entitled to participate if the options are exercised before the record date for the bonus issue. In the event of a bonus issue, the number of shares over which an option is exercisable will be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue;
(i) the options can be transferred, subject to board approval;
(j) the options will not be quoted on the ASX.

The current capital structure of the Company is as follows:

(j) the options will not be quoted on the ASX. The current capital structure of the Company is as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Total Options	128,393,100
Total OrdinaryShares if all Options on issue are exercised	557,997,829

Notice of Meeting, the issued capital of the Company will be as follows:
Capital	Number
OrdinaryShares	429,604,729

Listed Options(20.0 cents exercisable on or before 30 June 2011)	25,449,072
Listed Options(10.0 cents exercisable on or before 31 March 2013)	52,629,028
Unlisted Options(5.0 cents exercisable on or before 31 May2012)	12,000,000
Unlisted Options(3.0 cents exercisable on or before 11 November 2012)	6,000,000
Unlisted Options(5.0 cents exercisable on or before 20 July2015)	32,315,000
Unlisted Options(140% of 5 dayVWAPprior to meetingexercisable on or before 31/03/2014)	20,000,000
Unlisted Options(5.0 cents exercisable on or before 31 March 2014)	15,000,000
Total Options	163,393,100
Total OrdinaryShares if all Options on issue are exercised	592,997,829

‐ 25 ‐

Mr Robert Jurd has an interest in no shares and options. If Mr Robert Jurd exercises the options, and none of the other options on issue are exercised, there will be a dilutionary effect of 0.4% on existing shareholders. If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting and none of the options on issue are exercised, except those issued to Mr Robert Jurd, Mr Robert Jurd will hold 0.1 % of the issued share capital of the Company.

Mr Robert Jurd currently receives $36,000 per year (includes salary and superannuation). Mr Robert Jurd receives no other remuneration from the Company.

These options are intended to provide an incentive to Mr Robert Jurd, a Director, to work towards improving the performance of the Company and its share price, which will benefit all of the shareholders.

Mr Robert Jurd, director of the Company, does not make a recommendation to shareholders in relation to the resolution as he has a personal interest in the outcome of the resolution as he is a related party who will receive a financial benefit if the resolution is passed.

The other directors recommend that the shareholders vote to approve Resolution 15, on the basis that the options will provide an incentive to Mr Robert Jurd to continue to work towards increasing the value of the Company, are consistent with market remuneration in companies of a similar size and nature, and are in the best interests of the Company, taking into account all of the effects and opportunity cost to the Company, including the dilutionary effect referred to above.

‐ 26 ‐

GENERAL MEETING APPOINTMENT OF PROXY

==> picture [97 x 51] intentionally omitted <==

I/We ................................................................................................................................................................................................................. of ......................................................................................................................................................................................................................

being a member/members of Gulf Industrials Limited hereby appoint

The Chairman of the meeting (mark with an ‘X’) OR		Write the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

Or failing the person named attending the meeting, or if no person is named, the Chairman of the meeting as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General meeting of the Company to be held on Tuesday 19 April 2011 at 11:00am and at any adjournment of that meeting.

IMPORTANT:

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on each item, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of these items and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on these items and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman intends to vote undirected proxies in favour of each item.

Voting directions to your proxy – please mark an ‘X’ to indicate your directions.

RESOLUTION For Against Abstain 1. Ratification of Share Placement on 6 January 2011 2. Ratification of Share Placement on 4 February 2011 3. Election of a Director : Sir Sam Jonah 4. Election of a Director : Mr Vic Fitzmaurice 5. Election of a Director : Mr Mike Brook 6. Election of a Director : Mr Jonathan Best 7. Election of a Director : Mr Robert Jurd 8. Issue of Options : Sir Sam Jonah 9. Issue of Options : Sir Sam Jonah 10. Issue of Options : Mr Vic Fitzmaurice …continued over

==> picture [97 x 51] intentionally omitted <==

Issue of Options : Mr Wayne Kernaghan 12. Issue of Options : Mr Chris Innis 13. Issue of Options : Mr Mike Brook 14. Issue of Options : Mr Jonathan Best 15. Issue of Options : Mr Robert Jurd

Signed this …………………………………..……………… Individual Securityholder 1 Individual/Sole Director	………………………..…………….………… day of ………… Securityholder 2 Director	…………………..………..………….…………… 2011. Securityholder 3

		Director/Company Secretary

This form must be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder’s constitution and the Corporations Act 2001 (Cwlth).

INSTRUCTIONS FOR COMPLETION OF PROXY FORM

A member 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 member's voting rights.
Appointment of a proxy by a member who is a corporation must be given in accordance with the Corporations Act 2001 (Cwlth) or signed on its behalf by an authorised attorney.
If this proxy is executed under a Power of Attorney, the instrument appointing the attorney must accompany the form of proxy.
Any instrument of proxy in which the name of the appointee is not filled in shall be deemed to be given in favour of the Chairman of the Meeting.
A proxy need not be a member of the Company.
To be effective, the proxy form must be received by the Company at its registered office, Level 10, Gold Fields House, 1 Alfred Street, Sydney NSW 2000, or received by facsimile on (02) 9247 7722 not less than forty‐eight (48) hours before the time for holding the meeting.
For the purposes of section 1109N of the Corporations Act 2001 (Cwlth), the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the meeting. The snapshot date and time has been set at 7pm EST on 17 April 2011.

AI assistant

CASSIUS MINING LIMITED — AGM Information 2011

64667_rns_2011-03-20_956c0f1b-84b5-432f-80b8-41cf413762e6.pdf

NOTICE OF GENERAL MEETING

NOTICE OF GENERAL MEETING

ORDINARY BUSINESS

Resolution 1 │ Ratification of Share Placement on 6 January 2011

Resolution 2 │ Ratification of Share Placement on 4 February 2011

Resolution 3 │ Election of a Director

Resolution 4 │ Election of a Director

Resolution 5 │ Election of a Director

Resolution 6 │ Election of a Director

Resolution 7 │ Election of a Director

Resolution 8 │ Issue of Options – Sir Sam Jonah

Resolution 9 │ Issue of Options – Sir Sam Jonah

Resolution 10 │ Issue of Options – Mr Vic Fitzmaurice

Resolution 11 │ Issue of Options – Mr Wayne Kernaghan

Resolution 12 │ Issue of Options – Mr Chris Innis

Resolution 13 │ Issue of Options – Mr Mike Brook

Resolution 14 │ Issue of Options – Mr Jonathan Best

Resolution 15 │ Issue of Options – Mr Robert Jurd

Further Business

NOTES

EXPLANATORY MEMORANDUM

RESOLUTION 1 │ Ratification of Share Placement on 6 January 2011

RESOLUTION 2 │ Ratification of Share Placement on 4 February 2011

RESOLUTION 3 │ Election of a Director

RESOLUTION 4 │ Election of a Director

RESOLUTION 5 │ Election of a Director

RESOLUTION 6 │ Election of a Director

RESOLUTION 7 │ Election of a Director

RESOLUTION 8 │ Issue of Options to Sir Sam Jonah

RESOLUTION 9 │ Issue of Options to Sir Sam Jonah

RESOLUTION 10 │ Issue of Options to Mr Vic Fitzmaurice

RESOLUTION 11 │ Issue of Options to Mr Wayne Kernaghan

RESOLUTION 12 │ Issue of Options to Mr Chris Innis

RESOLUTION 13 │ Issue of Options to Mr Mike Brook

RESOLUTION 14 │ Issue of Options to Mr Jonathan Best

RESOLUTION 15 │ Issue of Options to Mr Robert Jurd

GENERAL MEETING APPOINTMENT OF PROXY

IMPORTANT:

Voting directions to your proxy – please mark an ‘X’ to indicate your directions.

INSTRUCTIONS FOR COMPLETION OF PROXY FORM

More from CASSIUS MINING LIMITED

CASSIUS MINING LIMITED AGM Information 2011