CAZALY RESOURCES LIMITED — AGM Information 2011

Oct 30, 2011

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ACN 101 049 334

NOTICE OF ANNUAL GENERAL MEETING

– and –

EXPLANATORY MEMORANDUM

– and –

PROXY FORM

TIME : 12.00 pm WST DATE : Monday 28 November 2011 PLACE : The Celtic Club 48 Ord Street WEST PERTH WA 6005

These documents should be read in their entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor.

ACN 101 049 334

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Time and Place of Meeting and How to Vote

Venue

The Annual General Meeting of the shareholders of Cazaly Resources Ltd ( “Cazaly” or the “Company” ) which this Notice of Meeting relates to will be held at 12:00pm WST on 28 November 2011 at The Celtic Club, 48 Ord Street, West Perth WA 6005 .

Your Vote is Important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Voting in Person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed and either:

• a) send the proxy form by post to Cazaly Resources Limited, PO Box 396, West Perth, Western Australia 6872; or

• b) send the proxy form by facsimile to the Company on facsimile number (08) 9322 6398,

so that it is received not later than 12:00pm WST on 26 November 2011.

Proxy forms received later than this time will be invalid.

Cazaly Resources Limited Notice of Annual General Meeting ABN 23 101 049 334

NOTICE OF MEETING

Notice is hereby given that the Annual General Meeting of the members of Cazaly Resources Limited ( “Cazaly” or the “Company” ) will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia at 12.00pm WST on 28 November 2011.

The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered and should be read in its entirety.

AGENDA

ORDINARY BUSINESS

To receive and consider the financial report of the Company for the year ended 30 June 2011 and the reports by Directors and auditors thereon.

To consider and, if thought fit, to pass, with or without modification, the following ordinary resolutions:-

1. Ordinary Resolution 1: Adoption of Remuneration Report (Non-binding)

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report.”

Short Explanation: The Corporations Act provides that a resolution that the remuneration report be adopted must be put to vote at a listed company’s annual general meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

• The Company will disregard any votes cast on Resolution 1 by or on behalf of a person who is disclosed in the Remuneration Report as one of the key management personnel of the Company (including the Directors), or a closely related party of that person (as these persons are not entitled to vote on the Resolution in their own capacity).

• 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

• As a result of recent amendments to the Corporations Act the chair of the Meeting will not vote undirected proxies on this Resolution relating to the Remuneration Report. If you wish to appoint the chair as your proxy and wish to support this Resolution, please mark ‘For’ on the Proxy Form.

2. Ordinary Resolution 2: To re-elect a Director

“To re-elect as a Director Mr Kent Hunter who retires by rotation in accordance with the Constitution and, being eligible for re-election, offers himself for re-election.”

SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or without modification, the following ordinary resolutions:-

3. Ordinary Resolution 3: Ratification and Approval of Issue of Annexure A Options

“That for the purposes of Listing Rule 7.4 and for all other purposes, the Shareholders hereby ratify the issue and allotment by the Company of 1,000,000 Annexure A Options to the persons, on the date and on the terms and conditions set out in the Explanatory Memorandum.”

Cazaly Resources Limited Notice of Annual General Meeting ABN 23 101 049 334

NOTICE OF MEETING

Voting Exclusion Statement

• For the purposes of Listing Rule 7.4, the Company will disregard any votes cast on the Resolution by any person who participated in the issue, as set out in the Explanatory Memorandum, or by any associate of a person who participated in the issue.

• • 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 a person as chair of the Meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

4. Ordinary Resolution 4: Ratification and Approval of Issue of Annexure B Options

“That for the purposes of Listing Rule 7.4 and for all other purposes, the Shareholders hereby ratify the issue and allotment by the Company of 200,000 Annexure B Options to the persons, on the date and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

• For the purposes of Listing Rule 7.4, the Company will disregard any votes cast on the Resolution by any person who participated in the issue, as set out in the Explanatory Memorandum, or by any associate of a person who participated in the issue.

• • 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 a person as chair of the Meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Cazaly Resources Limited Notice of Annual General Meeting ABN 23 101 049 334

NOTICE OF MEETING

PROXIES

A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote instead of the member. If two proxies are appointed, and a member does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes. A proxy need not be a member of the Company.

In order to vote on behalf of a company that is a shareholder of Cazaly, a valid Power of Attorney in the name of the attendee, must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.

Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be lodged at the registered office of the Company, at Level 2, 38 Richardson Street, West Perth WA 6005, or by facsimile (61 8) 9322 6398 not less than 48 hours before the time of the Meeting or resumption of an adjourned meeting at which the person named in the instrument proposes to vote.

An instrument appointing a proxy:

• a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;

• b) may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;

• c) shall be deemed to confer authority to demand or join in demanding a poll;

• d) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act 2001; e) with the exception of proxies in respect of Resolution 1 (adoption of the remuneration report) proxies appointing the Chairman which do not specify the way in which the proxy is to vote on a particular resolution will be recorded as voting in favour of the resolutions as this is the Chairman’s voting intention;

• f) proxies appointing the Chairman which do not specify the way in which the proxy is to vote on Resolution 1 (adoption of the remuneration report) will be recorded as abstaining from voting on that resolution.

ATTENDANCE AND VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at the close of business on 26 November 2011.

BY ORDER OF THE BOARD

Nathan McMahon Managing Director Cazaly Resources Limited Dated: 21 October 2011

ENQUIRIES

All enquiries in relation to the contents of the Notice of Meeting or Explanatory Memorandum should be directed to the Company’s Joint Managing Directors, Mr Clive Jones and Mr Nathan McMahon, or Company Secretary, Ms Julie Hill (telephone +618 9322 6283)

Cazaly Resources Limited Notice of Annual General Meeting ABN 23 101 049 334

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum has been has been prepared for the information of Shareholders of Cazaly Resources Limited (“Cazaly” or the “Company”) in connection with Resolutions 1 to 4, to be considered at the Annual General Meeting to be held at the Celtic Club, 48 Ord Street, West Perth at 12.00pm WST, 28 November 2011.

If you have any questions regarding the matters set out in this Explanatory Memorandum or the preceding Notice, please contact the Company, your stockbroker or other professional advisor.

GENERAL INFORMATION

This Explanatory Memorandum has been prepared to assist Shareholders to understand the business to be put to Shareholders at the forthcoming Annual General Meeting to be held on 28 November 2011.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that the Board believes to be material to Shareholders in deciding whether or not to approve the above resolutions in the Notice (of which this Explanatory Memorandum forms a part).

AGENDA

1. ACCOUNTS AND REPORTS

As required under section 317 of the Corporations Act, the Annual Report will be laid before the Annual General Meeting.

Shareholders will be given the opportunity to ask questions and make comments about the reports or the Company generally, but there will be no formal resolution submitted to the Annual General Meeting.

2. RESOLUTION 1 – REMUNERATION REPORT

In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution to its members that the Remuneration Report be adopted at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

The Remuneration Report includes all of the information required by Section 300A of the Corporations Act, including:

• board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of Directors, secretaries and senior managers of the Company;

• discussion of the relationship between such policy and the Company’s performance; and

• the prescribed details in relation to the remuneration of each Director and certain executives.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Directors' Recommendation

The Directors recommend the adoption of the Remuneration Report.

Cazaly Resources Limited Notice of Annual General Meeting ABN 23 101 049 334

EXPLANATORY MEMORANDUM

3. RESOLUTION 2: TO RE-ELECT KENT HUNTER AS A DIRECTOR

3.1 Background

Mr Kent Hunter retires by rotation and, being eligible, offers himself for re-election as a Director.

Details regarding Mr Kent Hunter are set out in the Annual Report available at www.cazalyresources.com.au.

3.2 Directors' Recommendation

The Directors recommend the re-election of Mr Kent Hunter.

SPECIAL BUSINESS

4. RESOLUTION 3 – RATIFICATION AND APPROVAL OF ISSUE OF ANNEXURE A OPTIONS

4.1 Background

On 15 April 2011, the Company issued 1,000,000 Annexure A Options (each Annexure A Option exercisable at $0.55 each on or before 30 June 2012) to Tennant Metals Pty Ltd. The Annexure A Options were issued in consideration for marketing consulting services provided by Tennant Metals Pty Ltd. The Annexure A Options were issued in accordance with the terms and conditions set out in Annexure “A” to this Explanatory Memorandum. The Annexure Options were under the Company's 15% placement capacity and the Company now seeks, pursuant to this Resolution 3, Shareholder approval to ratify, in accordance with Listing Rule 7.4, the issue of the 1,000,000 Annexure A Options.

The basis of the options allotment being as follows: 1,000,000 Annexure A Options with an exercise price of $0.55, expiring 30 June 2012.

Listing Rule 7.4

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

The approval of Resolution 3 will enable the Company at any time during the next 12 months to issue equity securities up to the 15% threshold set out in Listing Rule 7.1 without the Annexure A Options that are the subject of Resolution 3 counting towards that 15% threshold.

The outcome of Resolution 3 will have no effect on the issue of 1,000,000 Annexure A Options to Tennant Metals Pty Ltd as they have already been issued. However if Resolution 3 is not approved by Shareholders, it will restrict the ability of the Company to issue securities without Shareholder approval under the Company’s 15% capacity is replenished in accordance with Listing Rule 7.1

In accordance with ASX Listing Rule 7.5, Shareholders are advised of the following details in respect of the issue of Annexure A Options to Tennant Metals Pty Ltd:

Cazaly Resources Limited Notice of Annual General Meeting ABN 23 101 049 334

EXPLANATORY MEMORANDUM

(a) Maximum number of securities the entity issued

1,000,000 Annexure A Options

• (b) The issue price of securities

Nil

• (c) The names of the allottees

Tennant Metals Pty Ltd

• (d) The terms of the securities

The terms of the Annexure A Options are outlined in Annexure “A” to this Notice of Meeting and Explanatory Memorandum.

• (e) The intended use of the funds raised

The Annexure A Options were issued for nil consideration

4.2 Directors' Recommendation

The Board recommends Shareholders vote in favour of Resolution 3 as it allows the Company to ratify the above issue of Options and retain the flexibility to issue further securities representing up to 15% of the Company’s total number of ordinary shares on issue during the next 12 months without Shareholder approval.

5. RESOLUTION 4 – RATIFICATION AND APPROVAL OF ISSUE OF ANNEXURE B OPTIONS

5.1 Background

On 15 April 2011, the Company issued 200,000 Annexure B Options (each Annexure B Option exercisable at $0.52 each on or before 18 March 2014) to Bryan Dixon (or his nominee). The Annexure B Options were issued in consideration of financial consulting services provided by Mr Dixon. The Annexure B Options were issued in accordance with the terms and conditions set out in Annexure “B” to this Explanatory Memorandum. The Annexure B Options were under the Company's 15% placement capacity and we now seek, pursuant to this Resolution 4, shareholder approval to ratify, in accordance with Listing Rule 7.4, the issue of the 200,000 Annexure B Options.

The basis of the options allotment being as follows: 200,000 Annexure B Options with an exercise price of $0.52, expiring 18 March 2014.

Listing Rule 7.4

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

Cazaly Resources Limited Notice of Annual General Meeting ABN 23 101 049 334

EXPLANATORY MEMORANDUM

The approval of Resolution 4 will enable the Company at any time during the next 12 months to issue equity securities up to the 15% threshold set out in Listing Rule 7.1 without the Annexure B Options that are the subject of Resolution 4 counting towards that 15% threshold.

The outcome of Resolution 4 will have no effect on the issue of 200,000 Annexure B Options to Mr Bryan Dixon as they have already been issued. However if Resolution 4 is not approved by Shareholders, it will restrict the ability of the Company to issue securities without Shareholder approval under the Company’s 15% capacity is replenished in accordance with Listing Rule 7.1

In accordance with ASX Listing Rule 7.5, Shareholders are advised of the following details in respect of the issue of Annexure B Options to Mr Dixon:

• (a) Maximum number of securities the entity issued

200,000 Annexure B Options

• (b) The issue price of securities

Nil

• (c) The names of the allottees

Bryan Dixon (or his nominee)

• (d) The terms of the securities

The terms of the Annexure B Options are outlined in Annexure “B” to this Notice of Meeting and Explanatory Memorandum

• (e) The intended use of the funds raised

The Annexure B Options were issued for nil consideration

5.2 Directors' Recommendation

The Board recommends Shareholders vote in favour of Resolution 4 as it allows the Company to ratify the above issue of Annexure B Options and retain the flexibility to issue further securities representing up to 15% of the Company’s total number of ordinary shares on issue during the next 12 months without Shareholder approval.

.

Cazaly Resources Limited Notice of Annual General Meeting ABN 23 101 049 334

EXPLANATORY MEMORANDUM

6. GLOSSARY OF TERMS

In this Explanatory Memorandum the following terms, abbreviations and acronyms have the following meaning:

“ACN”

Australian Company Number. An option to subscribe for a Share on the terms and conditions set out in Annexure A to this Notice.

“Annexure A Option” An option to subscribe for a Share on the terms and conditions set out in Annexure A to this Notice. An option to subscribe for a Share on the terms and conditions set out “Annexure B Option” in Annexure B to this Notice.

The Company's report including the reports of the Directors and “Annual Report” auditor of the Company and the financial statements of the Company for the year ended 30 June 2011.

“ASIC”	Australian Securities and Investments Commission.
“ASX”	ASX Limited (ACN 008 624 691).
“ASX Listing Rules”or“Listing Rules”	The Official Listing Rules of ASX as amended from time to time.
“Board”	Means the board of Directors.
“Cazaly”or“Company”	Cazaly Resources Limited (ABN: 23 101 049 334).
“closely related party”	is defined in respect of a member of key management personnel as: • a spouse or child of the member;
	• a child or spouse of the member’s spouse;
	• a dependent of the member or the member’s spouse;
	• anyone else who is one of the member’s family and may
	be expected to influence the member, or be influenced by
	the member, in the member’s dealings with the Company;
	• a company the member controls; or
	• a person prescribed by regulations that may be made for
	this purpose.
“Constitution”	Means the Company’s constitution.
“Corporations Act”	Corporations Act 2001 (Cth).
“Director”	A director of Cazaly.
“Group”	Cazaly or the Company and its subsidiaries.
“key management personnel”	has the meaning given in the accounting standards and broadly means those persons with the authority and responsibility for planning,
	directing and controlling the activities of the Company, and includes
	any Director.
“Meeting”or“Annual General Meeting”	The annual general meeting of the Company to be held on 28
	November 2011, convened by this Notice.
“Notice of Meeting”or“Notice”	The notice convening the Annual General Meeting, which
	accompanies this Explanatory Memorandum.
“Related Party”	Has the meaning set out in the ASX Listing Rules.
“Remuneration Report”	The remuneration report appearing in the Annual Report.
“Resolutions”	Resolutions in the Notice of Meeting.
“Share”	A fully paid ordinary share in the capital of the Company.
“Shareholder”or“member”	The registered holder of a Share.
“WST”	Australian Western Standard Time.

Enquiries - All enquiries in relation to the contents of the Notice of Meeting or Explanatory Memorandum should be directed to the Company’s Joint Managing Directors, Mr Clive Jones and Mr Nathan McMahon or Company Secretary, Ms Julie Hill (telephone: +61 8 9322 6283).

Cazaly Resources Limited Notice of Annual General Meeting ABN 23 101 049 334

ANNEXURE A

Terms and Conditions of Annexure A Options

Options Terms and Conditions

The Annexure A Options entitle the holders to subscribe for fully paid ordinary shares in the Company on the following terms:

• a) Each Annexure A Option entitles the holder to subscribe for one Share in the capital of the Company at the exercise price of $0.55 per Share.

• b) Subject to paragraph (c) below, the Annexure A Options are exercisable at any time up to 5.00pm Perth time on 30 June 2012 by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure A Options are exercised to the registered office of the Company. Any Annexure A Options not exercised by that time will lapse.

• c) An Annexure A Option holder may exercise some only of that person's Annexure A Options, which does not affect that holder's right to exercise the remainder of their Annexure A Options by the deadline in paragraph (b) above. Annexure A Options must be exercised in multiples of 100 at a time, unless the Annexure A Option Holder exercises all Annexure A Options able to be exercised at that time.

• d) Subject to the Corporations Act, the ASX Listing Rules and the Company's Constitution, the Annexure A Options are freely transferable. Application will not be made to ASX for official quotation of the Annexure A Options.

• e) All Shares issued upon exercise of the Annexure A Options will, from the date they are issued, rank pari passu in all respects with the Company’s then issued Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of the Annexure A Options.

• f) Annexure A Option holders cannot participate in new issues of capital offered to Shareholders during the currency of the Annexure A Options without exercising the Annexure A Options. However, the Company will ensure that for the purpose of determining entitlements to any such issue, the books closing date will be at least 10 business days after the issue is announced. This will give Annexure A Option holders the opportunity to exercise their Annexure A Options prior to the date for determining entitlements to participate in any such issue.

• g) Subject to paragraph (h), if the Company makes a bonus share issue, a rights issue or any other similar issue of rights or entitlements, there will be no adjustment to the exercise price, the number of Shares per Annexure A Option or any other terms of those Annexure A Options.

• h) In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Annexure A Option expiry, the rights of Annexure A Option holders, including the number of Annexure A Options or the exercise price of the Annexure A Options or both will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• i) Annexure A Option holders will be sent all communications sent to Shareholders, but Annexure A Options do not confer any rights to attend or vote at meetings of Shareholders. Notice may be given by the Company to Annexure A Option holders in the manner provided by the Company's Constitution for the giving of notices to shareholders, and the relevant provisions of the Company's Constitution apply with all necessary modification to notices to Annexure A Option holders.

Cazaly Resources Limited Notice of Annual General Meeting ABN 23 101 049 334

ANNEXURE B

Terms and Conditions of Annexure B Options

The Annexure B Options entitle the holders to subscribe for fully paid ordinary shares in the Company on the following terms:

• a) Each Annexure B Option entitles the holder to subscribe for one Share in the capital of the Company at the exercise price of $0.52 per Share.

• b) Subject to paragraph (c) below, the Annexure B Options are exercisable at any time up to 5.00pm Perth time on 18 March 2014 by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure B Options are exercised to the registered office of the Company. Any Annexure B Options not exercised by that time will lapse.

• c) An Annexure B Option holder may exercise some only of that person's Annexure B Options, which does not affect that holder's right to exercise the remainder of their Annexure B Options by the deadline in paragraph (b) above. Annexure B Options must be exercised in multiples of 100 at a time, unless the Annexure B Option holder exercises all Annexure B Options able to be exercised at that time.

• d) Subject to the Corporations Act, the ASX Listing Rules and the Company's Constitution, the Annexure B Options are freely transferable. Application will not be made to ASX for official quotation of the Annexure B Options.

• e) All Shares issued upon exercise of the Annexure B Options will, from the date they are issued, rank pari passu in all respects with the Company’s then issued Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of the Annexure B Options.

• f) Annexure B Option holders cannot participate in new issues of capital offered to Shareholders during the currency of the Annexure B Options without exercising the Annexure B Options. However, the Company will ensure that for the purpose of determining entitlements to any such issue, the books closing date will be at least 10 business days after the issue is announced. This will give Annexure B Option holders the opportunity to exercise their Annexure B Options prior to the date for determining entitlements to participate in any such issue.

• g) Subject to paragraph (h), if the Company makes a bonus share issue, a rights issue or any other similar issue of rights or entitlements, there will be no adjustment to the exercise price, the number of Shares per Annexure B Option or any other terms of those Annexure B Options.

• h) In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Annexure B Option expiry, the rights of Annexure B Option holders, including the number of Annexure B Options or the exercise price of the Annexure B Options or both will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• i) Annexure B Option holders will be sent all communications sent to Shareholders, but Annexure B Options do not confer any rights to attend or vote at meetings of Shareholders. Notice may be given by the Company to Annexure B Option holders in the manner provided by the Company's Constitution for the giving of notices to shareholders, and the relevant provisions of the Company's Constitution apply with all necessary modification to notices to Annexure B Option holders.

CAZALY RESOURCES LIMITED

PROXY FORM

APPOINTMENT OF PROXY CAZALY RESOURCES LTD ABN 23 101 049 334

I/We

being a shareholder of Cazaly Resources Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting, as my/our proxy to act generally for me/us and to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia at 12:00pm WST on 28 November 2011 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of Resolutions 2 to 4 inclusive but will abstain from voting in respect of Resolution 1.

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If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on the Resolutions below, 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 that Resolution (except in respect of Resolution 1) and that votes cast by him, other than as 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 the Resolution and your votes will not be counted in computing the required majority if a poll is called on the Resolution. The Chairman of the Meeting intends to abstain from voting any undirected proxies in respect of Resolution 1but intends to vote undirected proxies in favour of Resolutions 2 to 4 inclusive.

FOR AGAINST ABSTAIN

Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Mr Kent Hunter Resolution 3 Ratification and Approval of Issue of Annexure A Options to Tennant Metals Pty Ltd Resolution 4 Ratification and Approval of Issue of Annexure B Options to Mr Bryan Dixon

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2011

By:

Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

CAZALY RESOURCES LIMITED ABN 23 101 049 334

Instructions for Completing "Appointment of Proxy’ Form

A shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. Where more than one proxy is to be appointed or voting intentions cannot be adequately expressed using this form an additional form of proxy is available from the Company or you may copy this form.

1. A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.

2. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

3. Directors of the company;

4. a Director and a company secretary of the company; or

5. for a proprietary company that has a sole Director who is also the sole company secretary – that Director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole Director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

2. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

To vote by proxy, please complete and sign the proxy form enclosed and either:

• (a) send the proxy form by post to Cazaly Resources Ltd, PO Box 396, West Perth, Western Australia 6005; or

• (b) send the proxy form by facsimile to the Company on facsimile number (08) 9322 6398,

so that it is received not later than 12:00pm WST on 26 November 2011.

Proxy forms received later than this time will be invalid.