CASSIUS MINING LIMITED — Proxy Solicitation & Information Statement 2008

Apr 10, 2008

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A.C.N. 113 025 657

GENERAL MEETING

Wednesday 14 May 2008 at 11:00am

Dear Shareholder,

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

The General Meeting is to be held in the Boardroom of Gulf Resources Limited, Level 10 Gold Fields House, 1 Alfred Street, Sydney NSW 2000 on Wednesday 14 May, 2008 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

Scott Reid Chairman

ACN 115 027 033 Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 t +61 2 8247 5333 f +61 2 9247 7722 www.gulfresources.com.au 1

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A.C.N. 115 027 033

Notice of General Meeting

Notice is hereby given that a General Meeting of the Company will be held on Wednesday 14 May 2008 commencing at 11:00am in the Boardroom of Gulf Resources Limited, Level 10 Gold Fields House, 1 Alfred Street, Sydney NSW 2000. The attached Explanatory Memorandum should be read in conjunction with the Notice of General Meeting.

ORDINARY BUSINESS

Resolution 1 - Ratification of share placement on 10 December 2007

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

“That, for the purposes of Listing Rule 7.4 of the Australian Stock Exchange Limited, the previous issue by the Company of 4,500,000 fully paid ordinary shares in the capital of the Company at a price of 26.5 cents per share with a free attaching 1 for 2 unlisted option, as announced to the Australian Stock Exchange on 10 December 2007 issued to clients of Baker Young Stockbrokers and BBY Ltd, and as described further in the attached Explanatory Memorandum, is hereby approved.”

Resolution 2 – Ratification of share issue on 10 December 2007

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

“That, for the purposes of Listing Rule 7.4 of the Australian Stock Exchange Limited, the previous issue by the Company of 545,454 fully paid ordinary shares in the capital of the Company at a price of 27.5 cents per share as part consideration to acquire tenement EPM 15707 as announced to the Australian Stock Exchange on 10 December 2007 and as described further in the attached Explanatory memorandum, is hereby approved.”

Resolution 3 – Approval for the Issue of Shares

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

“That, for the purpose of Listing Rule 7.1 and for all other purposes, approval be given for the Company to allot and issue up to 15,000,000 fully paid ordinary shares in the Company at any time during the period of three months (or such longer period as ASX may allow) after the date of the General Meeting and otherwise on the terms and conditions set out in the attached Explanatory Memorandum.”

Resolution 4 – Participation of Directors in Placement

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

“That, subject to passing of Resolution 3, approval be given for the purposes of Listing Rule 10.11 and for all other purposes for the issue to each of the Directors, being Messrs Scott Reid, Philip Treisman, Greg Duncan and Wayne Kernaghan or their respective nominees, of up to 500,000 shares, and in aggregate, a maximum of 2,000,000 of the Fully Paid Shares that may be issued under Resolution 3, and otherwise on the terms and conditions set out in the attached Explanatory Memorandum.

Resolution 5 - Issue of Rights – Mr Scott Reid

That approval is sought pursuant to Listing Rule 10.14 the grant to Mr Scott Reid, a Director of the Company, of 1,000,000 Performance Rights under the Performance Rights Plan on the terms set out in the attached Explanatory Memorandum.

Resolution 6 - Issue of Rights – Mr Philip Treisman

That approval is sought pursuant to Listing Rule 10.14 the grant to Mr Philip Treisman, a Director of the Company, of 1,000,000 Performance Rights under the Performance Rights Plan on the terms set out in the attached Explanatory Memorandum.

Resolution 7 - Issue of Rights – Mr Greg Duncan

That approval is sought pursuant to Listing Rule 10.14 the grant to Mr Greg Duncan, a Director of the Company, of 1,000,000 Performance Rights under the Performance Rights Plan on the terms set out in the attached Explanatory Memorandum.

Resolution 8 - Issue of Rights – Mr Wayne Kernaghan

That approval is sought pursuant to Listing Rule 10.14 the grant to Mr Wayne Kernaghan, a Director of the Company, of 1,000,000 Performance Rights under the Performance Rights Plan on the terms set out in the attached Explanatory memorandum accompanying this Notice of General Meeting.

Resolution 9 - 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 10 April 2008

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Notes

1. In respect of Resolutions 1 and 2, the Company will disregard any votes cast on these Resolutions by any person who participated in the issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or any associate of those persons. However, the Company need not disregard a vote if:

2. 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

3. 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.

4. In respect of Resolution 3 the company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or any associate of those persons. However, the company need not disregard a vote if:

5. 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.

6. If this proxy is executed under a Power of Attorney, the instrument appointing the attorney must accompany the form of proxy.

7. 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.

8. A proxy need not be a member of the Company.

9. To be effective, the proxy form must be received by the Company at its registered office, Level 10, 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.

10. 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 12 May 2008.

11. 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

12. 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.

13. In respect of Resolutions 4, 5, 6, 7 and 8 the Company will disregard any votes cast on these resolutions by all of the directors (Scott Reid, Philip Treisman, Greg Duncan and Wayne Kernaghan) or any associate of those persons. However, the Company need not disregard a vote if:

14. 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

15. 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.

16. A member entitled to attend and vote is entitled to appoint not more than two proxies.

17. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights.

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A.C.N. 115 027 033

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of shareholders of Gulf Resources Limited (“Gulf”) in connection with the business to be transacted at the General Meeting of shareholders of Gulf to be held in the Boardroom of Gulf Resources Limited, Level 10 Gold Fields House, 1 Alfred Street, Sydney NSW on Wednesday 14 May, 2008 at 11am, Eastern Standard Time.

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 Previous Share Placement on 10 December 2007

On 10 December 2007 the Company announced it had placed an additional 4,500,000 new Shares with 2,250,000 free attaching options at an issue price of 26.5 cents per Share to clients of Baker Young Stockbrokers and BBY Limited.

The fund raising will be used for exploration and working capital purposes.

To assist shareholders the following information has been provided:

• (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 (e), 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 options would participate if the options are exercised before the record date for the bonus issue.

• (i) the options are not quoted on the ASX.

• (j) If the option is exercised prior to the expiry date then the optionholder will be issued with another option exercisable at 35 cents each with an expiry date of 30 June 2012.

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.

Details of the options issued are as follows:

1. No consideration was 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 prices of 25 cents each. The funds raised on the exercise of the options will be used for working capital.

2. The options have been issued on the following terms:

3. (a) the options issued may be exercised immediately

4. (b) the options will expire at 5.00pm on 31 December 2009 (“the Expiry Date”);

5. (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;

6. (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;

7. (e) shares issued on the exercise of options will rank pari passu with the then existing issued ordinary shares of the Company;

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 rank equally in all respects with all existing Shares previously issued by the Company.

The Directors recommend that the shareholders vote to approve Resolution 1.

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RESOLUTION 2

Ratification of previous issue of shares

On 10 December 2007 the company announced that it had acquired EPM 15707 for $90,000 and the issue of 545,454 shares at 27.5 cents each without shareholder approval. Mr J Sainsbury and Mr R de Lacey were each issued with 272,727 shares and $45,000.

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 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 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 for this acquisition 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

Approval for the Issue of Shares

The Company proposes to issue up to 15,000,000 new shares at any time no later than three months after the date of the General Meeting.

Listing Rule 7.1 effectively proves that the Company must not, subject to certain exceptions, without the prior approval of shareholders, issue during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an option or a right) if the number of those securities issues exceeds 15% of the total ordinary shares on issue at the commencement of that 12 month period.

One circumstance where an issue is not taken into account in the calculation of the 15% limit is where the issue is made with prior approval of shareholders.

The company is seeking shareholders’ prior approval for the issue of up to 15,000,000 new shares under this resolution to allow this number of shares not to be taken into account in the calculation under Listing Rule 7.1. If this resolution is passed, the company will be benefited with the flexibility to issue in the future any amount of equity securities as the board chooses fit, up to the 15% limit, and not be in breach of Listing Rule 7.1.

Listing Rule 7.3 requires that the following information be provided to shareholders when seeking approval for the purposes of Listing Rule 7.1:

• a) the maximum number of shares to be issued is 15,000,000 new shares;

• b) the shares will be issues as soon as practicable after the date of the General Meeting and in any event no later than three months after the date of the General Meeting or such later time as ASX may allow;

• c) the shares will be issued to clients of brokers or sophisticated investors;

• d) the shares will be issued at a price that will not be less than 80% of the 30 day VWAP on the day of issue;

• e) the shares can be allotted and issued on a gradual basis;

• f) the shares to be issued will rank equally with the shares on issue and tradeable on the ASX; and

• g) the company intends to use the funds raised for the costs to fund exploration and general corporate expenses, including the cost of the issue.

The directors recommend that the shareholders vote to approve Resolution 3.

RESOLUTION 4

Participation of Directors in Placement

Under this resolution, it is proposed to grant to Messrs Scott Reid, Philip Treisman, Greg Duncan and Wayne Kernaghan being Directors of the Company or their respective nominees, the entitlement to participate in the placement of Fully Paid Shares, subject to the passing of Resolution 3. In accordance with the Listing Rules, shareholder approval is required for the issue of equity securities to a Related Party of the Company. Messrs Scott Reid, Philip Treisman, Greg Duncan and Wayne Kernaghan are Directors of the Company and are therefore Related Parties of the Company. Consequently, in accordance with the Listing Rule 10.11, shareholder approval is required for the issue of equity securities to a related party of the Company.

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For the purposes of obtaining the approval of shareholders under Listing Rule 10.11 shareholders are advised that:

• a) the maximum number of Fully Paid Shares which may be issued to Related Parties is a total of 2,000,000 shares and that each of the Directors may be issued a maximum of 500,000 Fully Paid Shares.

• b) the Company may not necessarily issue the full complement of Fully Paid Shares and may issue a lesser number;

• c) the Fully Paid Shares will be issued at a price which will not be less than 80% of the 30 day VWAP on the day of issue;

• d) the Fully Paid Shares will be allotted and issued no later than one month after the date of this General Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules);

• e) application will be made for Official Quotation on ASX of the Fully Paid Shares to be issued pursuant to Resolution 3. Official Quotation of those Fully Paid Shares cannot be guaranteed;

• f) the Fully Paid Shares allotted and issued will rank equally with the existing Fully Paid Shares on issue;

• g) if approval is given to this resolution for the purposes of Listing rule 10.11, approval for the issue under this resolution is not required under Listing Rule 7.1. (Subject to Resolution 3 being passed, approval will have been obtained for the purposes of Listing Rule 7.1 for the issue of the Fully Paid Shares);

• h) as previously detailed, any funds raised as a consequence of this resolution will be applied towards the exploration of the various tenements and otherwise for working capital requirements of the Company.

The Directors do not make a recommendation in respect to this resolution as this relates to them.

RESOLUTIONS 5 TO 8 INCLUSIVE

Resolutions 5 to 8 inclusive relate to the issue of performance rights. For shareholder information, a summary of the Performance Rights Plan is set out below.

• 1) Under the Performance Rights Plan, the Board may offer performance rights to persons who the Board determines to be an employee of the Company or an associated company, or such other persons as the Board determines.

• 2) On exercise of a performance right, the Company will deliver to the participant a fully paid ordinary share. Delivery of shares can be either by new issue or onmarket purchase. No amount will be payable on exercise of a performance right unless the Board has determined otherwise at the time it is offered. One performance right equates to one fully paid ordinary share.

• 3) The Board has the discretion to establish performance or other conditions that must be met before the performance rights can be exercised and also impose restrictions on disposal of shares delivered upon the exercise of a performance right.

• 4) When performance rights are granted, the Board will specify the circumstances in which the performance rights will expire, including in relation to cessation of employment and may also apply a forfeiture condition such that if the employee commits any act of fraud, defalcation or gross misconduct in relation to the affairs of the Company, the shares may be forfeited.

• 5) In the event of a capital reorganisation, a bonus issue of shares or a rights issue of shares, any adjustment to the number of shares that can be acquired on exercise of a performance right will be in accordance with the Listing Rules.

• 6) If the control of the Company changes, the Board will have the discretion to waive any performance or other conditions in respect of performance rights which have not been satisfied. The Board may also in such circumstances agree with the party acquiring control for unvested performance rights to be replaced with similar rights in the acquirer or for unexercised performance rights to be satisfied by delivery of shares of the acquirer.

• 7) The Board has certain discretions under the Performance Rights Plan. In particular, the Board may amend the Rules of the Plan or waive performance or other vesting conditions.

• 8) Previously, a total of 3,000,000 performance rights have been issued to directors which have been exercised and 3,000,000 shares been issued for no consideration.

Resolution 5 - Grant of Rights to Scott Reid

ASX Listing Rule 10.14 provides that a company must not permit a Director to acquire securities under an employee incentive scheme without the prior approval of holders of ordinary securities.

Accordingly, approval is sought pursuant to ASX Listing Rule 10.14 for the grant of 1,000,000 performance rights under the Performance Rights Plan to Scott Reid, a director of the company.

Mr Reid has previously been issued with 1,000,000 performance rights which have been exercised and 1,000,000 shares have been issued for no consideration.

The directors make no recommendation in relation to item 5.

The performance rights will be granted to Mr Reid within 30 business days of the General Meeting. The principal terms of the performance rights to be granted to Mr Reid as follows:

• 1) There will be no issue price and no exercise price.

• 2) The performance rights may be exercised on or after 31 May 2009 if, as at 5pm on 30 May 2009, the market value of the underlying shares has increased by at least 20% to their market value at the date the performance rights were granted.

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• 3) The performance rights will expire on 31 May 2010, subject to the terms of the Performance Rights Plan.

• 4) One performance right equates to one ordinary share in the company.

Resolution 6 - Grant of Rights to Philip Treisman

ASX Listing Rule 10.14 provides that a company must not permit a Director to acquire securities under an employee incentive scheme without the prior approval of holders of ordinary securities.

Accordingly, approval is sought pursuant to ASX Listing Rule 10.14 for the grant of 1,000,000 performance rights under the Performance Rights Plan to Philip Treisman, a director of the company.

Mr Treisman has not previously been issued with performance rights.

The directors make no recommendation in relation to item 6.

The performance rights will be granted to Mr Treisman within 30 business days of the General Meeting. The principal terms of the performance rights to be granted to Mr Treisman as follows:

• 1) There will be no issue price and no exercise price.

• 2) The performance rights may be exercised on or after 31 May 2009 if, as at 5pm on 30 May 2009, the market value of the underlying shares has increased by at least 20% to their market value at the date the performance rights were granted.

• 3) The performance rights will expire on 31 May 2010, subject to the terms of the Performance Rights Plan.

• 4) One performance right equates to one ordinary share in the company.

The performance rights will be granted to Mr Duncan within 30 business days of the General Meeting. The principal terms of the performance rights to be granted to Mr Duncan as follows:

• 1) There will be no issue price and no exercise price.

• 2) The performance rights may be exercised on or after 31 May 2009 if, as at 5pm on 30 May 2009, the market value of the underlying shares has increased by at least 20% to their market value at the date the performance rights were granted.

• 3) The performance rights will expire on 31 May 2010, subject to the terms of the Performance Rights Plan.

• 4) One performance right equates to one ordinary share in the company.

Resolution 8 - Grant of Rights to Wayne Kernaghan

ASX Listing Rule 10.14 provides that a company must not permit a Director to acquire securities under an employee incentive scheme without the prior approval of holders of ordinary securities.

Accordingly, approval is sought pursuant to ASX Listing Rule 10.14 for the grant of 1,000,000 performance rights under the Performance Rights Plan to Wayne Kernaghan, a director of the company.

Mr Kernaghan has previously been issued with 1,000,000 performance rights which have been exercised and 1,000,000 shares have been issued for no consideration.

The directors make no recommendation in relation to item 8.

The performance rights will be granted to Mr Kernaghan within 30 business days of the General Meeting. The principal terms of the performance rights to be granted to Mr Kernaghan as follows:

• 1) There will be no issue price and no exercise price.

Resolution 7 - Grant of Rights to Greg Duncan

ASX Listing Rule 10.14 provides that a company must not permit a Director to acquire securities under an employee incentive scheme without the prior approval of holders of ordinary securities.

Accordingly, approval is sought pursuant to ASX Listing Rule 10.14 for the grant of 1,000,000 performance rights under the Performance Rights Plan to Greg Duncan, a director of the company.

• 2) The performance rights may be exercised on or after 31 May 2009 if, as at 5pm on 30 May 2009, the market value of the underlying shares has increased by at least 20% to their market value at the date the performance rights were granted.

• 3) The performance rights will expire on 31 May 2010, subject to the terms of the Performance Rights Plan.

• 4) One performance right equates to one ordinary share in the company.

Mr Duncan has previously been issued with 1,000,000 performance rights which have been exercised and 1,000,000 shares have been issued for no consideration.

The directors make no recommendation in relation to item 7.

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APPOINTMENT OF PROXY

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

being a member/members of Gulf Resources 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 Wednesday 14 May, 2008 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	Resolution For	Resolution For	Against Abstain	Against Abstain
1.	Ratification of share placement on 10 December 2007 ………….
2.	Ratification of share issue on 10 December 2007 ………………….
3.	Approval for the issue of shares …………………………………………….
4.	Participation of directors in placement ………………………………..…
5.	Issue of Rights – Scott Reid ……………………………………………..……
6.	Issue of Rights – Philip Treisman………………………………………..….
7.	Issue of Rights – Greg Duncan ………………………………………………
8.	Issue of Rights – Wayne Kernaghan ………………………………………

Signed this …………………………………..…………………………..……………….………… day of ………………………………..………..……………… 2008.

Individual Securityholder 1 Individual/Sole Director	Securityholder 2 Director	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).

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Instructions for Completion of Proxy Form

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights.

3. 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.

4. If this proxy is executed under a Power of Attorney, the instrument appointing the attorney must accompany the form of proxy.

5. 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.

6. A proxy need not be a member of the Company.

7. To be effective, the proxy form must be received by the Company at its registered office, Level 10, 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.

8. 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 12 May 2008.

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