CASSIUS MINING LIMITED — Proxy Solicitation & Information Statement 2011

Aug 24, 2011

==> picture [176 x 93] intentionally omitted <==

NOTICE OF GENERAL MEETING

MONDAY, 26 SEPTEMBER 2011 AT 10am (AEST)

Dear Shareholder,

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

The General Meeting is to be held on Monday, 26 September 2011 at Norton Rose Australia, Grosvenor Place, Level 18, 225 George Street, Sydney at 10am.

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

• Notice of General Meeting together with the Explanatory Memorandum; and

• 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 General Meeting and commend the resolutions for your support.

Yours sincerely,

Wayne Kernaghan Company Secretary

Gulf Industrials Limited

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

ACN 115 027 033

Gulf Industrials Limited

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of the members of Gulf Industrials Limited will be held at Norton Rose Australia, Grosvenor Place, Level 18, 225 George Street, Sydney at 10am (AEST) on 26 September 2011 to carry out the following business. The Explanatory Statement that accompanies and forms part of this Notice of General Meeting ( Notice ) describes in more detail the matters to be considered. Shareholders should read the Explanatory Statement in full.

AGENDA

Resolution 1 │ Placement of shares and options to Jonah Capital BVI Limited

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

“That subject to the approval of Resolution 2, for the purposes of ASX Listing Rule 10.11, and for all other purposes, the members approve the issue and allotment of 57,600,000 shares to Jonah Capital BVI Limited at a price of $0.025 per share and the issue of 57,600,000 attaching options over fully paid ordinary shares in the Company exercisable at $0.025 and expiring on 31 December 2012, and otherwise on the terms described in the Explanatory Statement which accompanies this Notice of Meeting”.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 1 by Jonah Capital BVI Limited and any associate of Jonah Capital BVI Limited. 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 │ Placement of shares and options to sophisticated, professional and institutional investors

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

“That subject to the approval of Resolution 1, for the purposes of ASX Listing Rule 7.1, and for all other purposes, the members approve the issue and allotment of 346,400,000 shares at a price of $0.025 per share and the issue of 346,400,000 attaching options over fully paid ordinary shares in the Company exercisable at $0.025 and expiring on 31 December 2012 to sophisticated, institutional or professional investors, and otherwise on the terms described in the Explanatory Statement which accompanies this Notice of Meeting”.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2 by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this Resolution 2 is passed, and any associate 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.

1

Resolution 3 │ Approval for the grant of options to be attached to shares issued under the share purchase plan

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

“That for the purposes of ASX Listing Rule 7.1, and for all other purposes, the members approve the issue of up to 148,081,418 options over fully paid ordinary shares in the Company to be attached to shares issued under the potential share purchase plan ( SPP ) exercisable at $0.025 and expiring on 31 December 2012 ( SPP Options ), and otherwise on the terms described in the Explanatory Statement which accompanies this Notice of Meeting”.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by any person who may participate in the proposed issue of SPP Options and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associate 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 4 │ Approval for the participation of directors in the share purchase plan

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, the members approve the grant to each of the Directors up to a maximum of 600,000 of SPP Options under the SPP, on the terms described in the Explanatory Statement which accompanies this Notice of Meeting”.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by the Directors and any associates of the Directors. 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 5 │ Ratification of Share Placement on 27 April 2011

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the members approve and ratify the previous issue of 64,000,000 fully paid ordinary shares in the capital of the Company to sophisticated investors and clients of Veritas Securities Limited, on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by any investor who was issued shares under the placement and any of their associates. 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

• 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.

NOTES

• A shareholder 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 (Cth) 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 will 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, 1 Alfred Street, Sydney NSW 2000, or received by facsimile on +61 2 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 (Cth) the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the General Meeting. The snapshot date and time has been set at 7.00pm (AEST) on 24 September 2011.

KEY DATES

All times are in Sydney, Australia time (AEST).

All times are in Sydney, Australia time (AEST).
Event	Date
Date and time for determining eligibility to vote (being the date and time you must own Shares)	7.00pm on 24 September 2011
Deadline for lodgement of proxy forms	10am on 24 September 2011
Extraordinary meeting of Shareholders	10am on 26 September 2011

IMPORTANT NOTICES

The Company has prepared this Notice based on information available as at 23 August 2011. You should read the Notice in its entirety before making a decision as to how to vote on the resolutions to be considered at the General Meeting.

The Notice and the Explanatory Statement which accompanies it does not take into account the investment objectives, financial situation or particular needs of individual shareholders or any other person. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser.

3

FORWARD LOOKING STATEMENTS

Certain statements in the Notice relate to the future. Such statements involve known and unknown risks, uncertainties and other important factors that may cause the actual results, performance or achievements of Gulf to be materially different from the results, performance or achievements expressed or implied by such statements. These statements reflect views held only as at the date of the Notice. The Company makes no representation and gives no assurance or guarantee that the occurrence of the events expressed or implied in such statements will actually occur. You are cautioned not to place undue reliance on any forward looking statement.

Dated this 23 August 2011

By order of the Board

Wayne Kernaghan

4

EXPLANATORY STATEMENT TO SHAREHOLDERS CONCERNING THE GENERAL MEETING

Introduction

This Explanatory Statement and the information included within it forms part of the Notice of Meeting ( Notice ) and has been prepared to provide shareholders of Gulf Industrials Limited ( Company or Gulf ) with information about the items of business to be considered at the General Meeting to be held at Norton Rose Australia, Grosvenor Place, Level 18, 225 George Street, Sydney on 26 September 2011 at 10am (AEST).

This Explanatory Statement is an important document and should be read carefully by all shareholders.

Summary of Capital Raising Program

As announced to ASX on 17 August 2011, Gulf is undertaking an equity capital raising program to provide equity funding to be applied to:

• carry out a drilling program at Namekara Vermiculite Mine of approximately 3,600 metres;

• complete Namekara Vermiculite Mine optimisation project to ensure sustained plant production of 30,000 tonnes per annum;

• conduct a feasibility study for expansion of the Namekara Vermiculite Mine;

• fund Namekara Vermiculite Mine expansion long lead items;

• fund the costs associated with the equity capital initiatives; and

• fund working capital and administration costs,

(together, the Intended Use of Funds )

The equity capital raising program involves a placement to sophisticated, professional and institutional investors and a retail component to enable existing shareholders to participate, which is structured as follows:

• a placement of up to 404,000,000 shares ( Placement Shares ) and 404,000,000 attaching options ( Placement Options ) to professional, sophisticated, professional and institutional investors domestically and overseas ( Placement );

• a share purchase plan under which eligible shareholders may subscribe for up to $15,0000 worth of shares ( SPP );

• for each eligible shareholder who participates in the SPP, the grant of one attaching option for every SPP share that they are issued ( SPP Options )

The Placement and the grant of the SPP Options require shareholder approval under the ASX Listing Rules. The Company is also using this opportunity to seek shareholder approval to refresh its placement capacity.

Resolution 1 │ Approval of issue of shares and options to Jonah Capital BVI Limited

The Company proposes to issue up to 57,000,000 Placement Shares and 57,000,000 Placement Options to Jonah Capital BVI Limited ( Jonah ).

In respect of the Placement Shares and Placement Options being issued to Jonah, Gulf will require shareholder approval under ASX Listing Rule 10.11. ASX Listing Rule 10.11 provides that Gulf must not issue shares to a related party of the Company without shareholder approval. Jonah is a related party of Gulf by virtue of the fact that Sir Samuel Jonah, director of Gulf, is also a director of Jonah. For the purposes of ASX Listing Rule 7.2, Exception 14, if approval is given by the shareholders under ASX Listing Rule 10.11 to the issue of Placement Shares and Placement Options to Jonah, the approval of shareholders is not required under ASX Listing Rule 7.1. That approval is sought in resolution 1.

5

ASX Listing Rule 10.13 requires that the following information be provided to shareholders when seeking approval for the purposes of ASX Listing Rule 10.11:

Table 1: Details of Placement Shares and Placement Options to be issued to Jonah under the Placement

Name of the allottee	Jonah Capital BVI Limited
The maximum number of securities to be issued	57,600,000 Placement Shares 57,600,000 Placement Options
The date which the securities will be issued	The Placement Shares will be allotted and the Placement Options will be issued as soon as practicable after the date of the General Meeting and in any event no later than one month after the date of the General Meeting or such later time as ASX may allow.
The price at which the securities will be issued	Placement Shares:2.5 cents per share Placement Options:The options will be issued for no consideration.
The terms of the securities	Placement Shares:ordinary fully paid shares which will rank equally with the shares on issue and will be tradeable on the ASX. Placement Options:exercise price of 2.5 cents and an expiry date of 31 December 2012. All shares issued upon the exercise of the Placement Options will rank equally in all respects with the existing fully paid ordinary shares. See Annexure A for full terms and conditions. The Company will apply for the quotation of the Placement Options on ASX.
The intended use of the funds raised	Placement Shares:to provide the company with equity to be applied to carry out the Intended Use of Funds. Placement Options:no funds will be raised from the grant of the Placement Options. Any funds raised on exercise of the Placement Options will be applied to carry out the Intended Use of Funds.

Resolution 2 │ Approval of issue of shares and options to sophisticated, professional and institutional

The Company is seeking shareholders' prior approval for the issue the number of Placement Shares and Placement Options to those persons set out in table 2 below as the number of securities exceeds 15% of the Company's issued equity securities. Gulf confirms that no allottee will hold a relevant interest in over 20% of the issued capital of the Company as a result of being issued the Placement Shares and Placement Options. ASX Listing Rule 7.1 provides 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 issued exceeds 15% of the total ordinary shares on issue at the commencement of that 12 month period. This 15% limit is known as Gulf’s ‘placement capacity’. If the Company proceeds with the issue of the Placement Shares and the grant of the Placement Options, it will require shareholder approval under ASX Listing Rule 7.1. That approval is sought in resolution 2.

6

Table 2: Identity of allottees and number of Placement Shares and Placement Options to be allotted/granted under the Placement

	Allottee	Number of Placement Shares	Number of Placement Options
1	African Lion 3 Limited	76,800,000	76,800,000
2	Richmond Capital LLP	160,000,000	160,000,000
3	Sophisticated, professional and institutional clients of Veritas Securities Limited and Ocean Equities Limited	105,600,000	105,600,000
Total		346,400,000	346,400,000

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

Table 3: Details of Placement Shares and Placement Options to be issued to those persons named in table 2 (above) under the Placement

Table 3: Details of Placement Shares and Place (above) under the Placement	ment Options to be issued to those persons named in table 2
Name of the allottees	As set out in table 2 (above)
The maximum number of shares to be issued	As set out in table 2 (above)
The date which the securities will be issued	The Placement Shares will be allotted and the Placement Options will be issued 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
The price at which the securities will be issued	Placement Shares:2.5 cents per share Placement Options:The options will be issued for no consideration.
The terms of the securities	Placement Shares:ordinary fully paid shares which will rank equally with the shares on issue and will be tradeable on the ASX. Placement Options:exercise price of 2.5 cents and an expiry date of 31 December 2012. All shares issued upon the exercise of the Placement Options will rank equally in all respects with the existing fully paid ordinary shares. See Annexure A for full terms and conditions. The Company will apply for the quotation of the Placement Options on ASX
The intended use of the funds raised	Placement Shares:to provide the company with equity to be applied to carry out the Intended Use of Funds. Placement Options:no funds will be raised from the grant of the Placement Options. Any funds raised on exercise of the Placement Options will be applied to carry out the Intended Use of Funds.

Resolution 3 │ Approval of the grant of SPP Options to be attached to shares issued under the share purchase plan

Under ASX Listing Rule 7.2, exception 15, the issue of shares under an SPP does not count towards Gulf’s placement capacity. However, the grant of the attaching SPP Options will count towards the placement capacity unless shareholder approval is obtained for the grant in accordance with ASX Listing Rule 7.3. Accordingly, in resolution 3, Gulf is seeking shareholder approval for the potential grant of the SPP Options.

7

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

Table 3: Details of SPP Options

Name of the allottees	Shareholders with a registered address in Australia or New Zealand, and other shareholders at the discretion of the Directors.
The maximum number of SPP Options to be issued	148,081,418
The date which the SPP Options will be issued	The SPP Options will be issued on or around 11 October 2011 and in any event no later than three months after the date of the General Meetingor such later time as ASX mayallow.
The price at which the securities will be issued	The SPP Options will be issued for no consideration.
The terms of the securities	Exercise price of 2.5 cents and an expiry date of 31 December 2012. All shares issued upon the exercise of the SPP Options will rank equally in all respects with the existing fully paid ordinary shares. See Annexure A for full terms and conditions. The Company will apply for the quotation of the SPP Options on ASX.
The intended use of the funds raised	No funds will be raised from the grant of the SPP Options. Any funds raised on exercise of the SPP Options will be applied to carryout the Intended Use of Funds.

Resolution 4 │ Approval for the participation of directors in the share purchase plan

ASX Listing Rule 10.11 provides that Gulf must not issue shares to a related party of the Company (which includes a director and their associates) without shareholder approval. An exception to this prohibition in ASX Listing Rule 10.11 is the issue of shares under an SPP. However, the grant of the SPP Options will not be exempted, and accordingly, in resolution 4 the Company is seeking approval to grant SPP Options to the Directors who participate in the SPP. If approval is given for the grant under ASX Listing Rule 10.11, then further approval is not required under ASX Listing Rule 7.1

In accordance with ASX Listing Rule 10.11, the Directors provide the following information:

Table 5: Details of SPP Options to be issued to Directors under the SPP

Name of the allottees	Victor Mark Fitzmaurice Sir Samuel Esson Jonah Wayne John Kernaghan Christopher Innis
The maximum number of SPP Options to be issued	148,081,418
The date which the SPP Options will be issued	The SPP Options will be issued on or around 11 October 2011 and in any event no later than one month after the date of the General Meetingor such later time as ASX mayallow.
The price at which the securities will be issued	The SPP Options will be issued for no consideration.
The terms of the securities	Exercise price of 2.5 cents and an expiry date of 31 December 2012. All shares issued upon the exercise of the SPP Options will rank equally in all respects with the existing fully paid ordinary shares. See Annexure A for full terms and conditions. The Company will apply for the quotation of the SPP Options on ASX.
The intended use of the funds raised	No funds will be raised from the grant of the SPP Options. Any funds raised on exercise of the SPP Options will be applied to carryout the Intended Use of Funds.

8

Resolution 5 │ Ratification of Share Placement on 27 April 2011

On 27 April 2011, Gulf announced it had placed 64,000,000 new shares at an issue price of 4.5 cents per share to sophisticated investors and clients of Veritas Securities Limited ( New Shares ). None of the allottees were related parties or associates of the Company.

As noted above, ASX Listing Rule 7.1 provides 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 issued exceeds 15% of the total ordinary shares on issue at the commencement of that 12 month period.

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 ASX Listing Rule 7.1 provided the issue did not breach ASX 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 ASX Listing Rule 7.1 and was not previously approved by the shareholders, the Directors are now seeking shareholders’ approval and ratification for the issue of the New Shares.

If Resolution 5 is passed, the Company will be able to utilise ASX 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.

In accordance with ASX Listing Rule 7.5, the Directors provide the following information:

Table 6: Details of New Shares issued under prior placement

Name of the allottees	The allottees of the New Shares were sophisticated investors and clients of Veritas Securities Limited
The number of securities allotted	64,000,000
The price at which the securities were issued	4.5 cents
The terms of the securities	Ordinary fully paid shares which rank equally in all respects with all existing shares previously issued by the Company.
The intended use of the funds raised	The funds raised ($2.88 million) have been used for the following purposes: • for general corporate and working capital expenses, including the cost of the issue; • the development and operating costs of the East African Vermiculite Project; and • for exploration expenditure in relation to the Company's other existing projects.

9

Annexure A │ Terms of Placement Options and SPP Options

Each Placement Option and SPP Option (together, the Option ) will entitle the holder to subscribe for a Share in the Company at two and a half (2.5) cents per Share on the following terms:

• (a) The Options shall expire at 5.00 pm EST on 31 December 2012 but may be exercised at any time prior to the 31 December 2012.

• (b) The Options are only exercisable at two and a half cents (2.5) cents each payable in cash.

• (c) The Options shall only be exercisable wholly or in part by executing and forwarding to the Company an Option Exercise Form.

• (d) There are no participating rights or entitlements inherent in the Options to participate in any new issue or bonus issue of securities which may be offered to members of the Company from time to time prior to or on 31 December 2012.

• (e) The Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issue to the then existing Shareholders of the Company made during the currency of the Options. In this regard, Option holders shall be given at least 10 Business Days notice, before the determination of entitlements to any issue, to exercise their Options.

• (f) In the event of any reconstruction (including consolidation, sub‐division, reduction or return) of the issued capital of the Company, the Options will be re‐organised in accordance with the ASX Listing Rules applicable at the time of the re‐organisation.

• (g) Application for official quotation of the Options will be made by the Company in accordance with the ASX Listing Rules and the Corporations Act. In addition, application for official quotation of the Shares allotted and issued pursuant to the exercise of the Options will be made by the Company within three (3) business days after the date of allotment of such Shares.

• (h) Shares allotted and issued pursuant to the exercise of the Options will be allotted and issued no more than 15 days after the receipt of a properly executed exercise notice and receipt of the application moneys.

• (i) A statement will be issued for the Options. Attached to the statement there will be a form that must be executed and forwarded to the Company when exercising the Options. If there is more than one Option on a statement, and prior to 31 December 2012 those Options are exercised in part, the Company will issue another statement for the balance of the Options held and not yet exercised.

10

This page is left blank intentionally

11

GENERAL MEETING

APPOINTMENT OF PROXY

==> picture [110 x 57] intentionally omitted <==

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

of ....................................................................................................................................................................................................................

being a member/members of Gulf Industrials Limited hereby appoint

The Chairman of the Write the name of the person you are meeting (mark with an appointing if this person is someone other ‘X’) 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 Monday 26 September 2011 at 10:00am (AEST) 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.

==> picture [133 x 9] intentionally omitted <==

----- Start of picture text -----

||
|---|
|For Against Abstain|

----- End of picture text -----

1. Placement of shares and options to Jonah Capital BVI Limited 2. Placement of shares and options to sophisticated, professional and institutional investors 3. Approval for grant of options under share purchase plan 4. Approval for the participation of directors in the share purchase plan 5. Ratification of share placement on 27 April 2011

Signed this ……………………………………………………………………………..……………………… day of ....................................................................2011

Individual Securityholder 1 Securityholder 2 Securityholder 3 Individual/Sole Director Director 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 (Cth).

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 (Cth) 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, Gold Fields House, 1 Alfred Street, Sydney NSW 2000, or received by facsimile on +61 2 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 (Cth), 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 (AEST) on 24 September 2011.

2