CAZALY RESOURCES LIMITED — Share Issue/Capital Change 2008

Jan 31, 2008

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31[st] January 2008

Issue of Shares and Options to Cazaly Resources for settlement of Menzies Project and purchase of remaining 25% interest in Mount Vetters

ASX Release Stock Code: PRW

Proto Resources & Investments Ltd (“Proto”, “the Company”) is pleased to advise the completion of the acquisition of the previously announced Menzies project acquisition from Cazaly Resources Ltd (“Cazaly”) as well as the purchase of the remaining 25% interest in Mt.Vetters. Proto now has a 100% interest in the Mt.Vetters tenements, but only a 75% interest in the uranium and gold potential, the 25% balance being acquired by Protal Metals Group Ltd (details below)

The Menzies project was acquired in consideration for $50,000 plus the issue of 500,000 new Proto shares and 500,000 options. The remaining 25% interest in Mt.Vetters (excluding the Protal interest noted below) was acquired in consideration for $50,000 plus 250,000 new Proto shares.

Menzies

The Menzies Project is a multi-commodity advanced exploration project including nickel laterite, nickel sulphide, cobalt and gold, previously worked by BHP.

Substantial nickel intersections known from prior drilling at Menzies include:

• CNRC1: 9m @ 1.32% Ni (from 15m to 25m) 04 June 2004

• MZR01: 8m @ 1.21% Ni & 0.073% Co (from 20m to 28m) 22 October 2004

• MZR02: 4m @ 1.00% Ni & 0.052% Co (From 20m to 24m) 22 October 2004

• MZR04: 12m @ 1.72% Ni & 0.127% Co (From 16m to 28m) 22 October 2004

• MZR05: 4m @ 1.40% Ni & 0.068% Co (From 32m to 36m) 22 October 2004

• (Great Australia Resources Limited, GAU)

The Menzies area has nickel laterite mineralisation confirmed in historical drilling as above. The area also has significant potential for Yilgarn styled gold and also komatiite/ultramafic hosted/related nickel sulphides.

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Historical work has not only defined nickel laterite but also the presence of nickel sulphide and gold in the Cigar and Heron prospects (GSR 1996).

The project has significant exploration potential in a known mineralised area. Considerable funds have been spent by previous holders collecting detailed geochemistry, focused ground EM and two recent phases of drilling. Existing data is yet to be fully assessed however there is the potential to define walk up targets in a short period of time.

The acquisition marks the next phase of corporate expansion for Proto as it seeks to become a significant nickel producer. The Menzies project will bolster the lateritic nickel production potential of Proto whilst also providing a nickel sulphide and gold opportunity. Pursuant to the agreement, Proto has acquired a 100% interest in the Menzies project, subject to Cazaly retaining an interest in various mineral rights in the project as previously advised.

Mt Vetters

The payment of $50,000 cash and issue of 250,000 shares to Cazaly is in return for the rights to all minerals except gold and uranium of the 25% interest still held by Cazaly on Proto’s Mt Vetters tenement. These rights are proposed to be acquired by Protal Metals Group Ltd (“Protal”), Proto’s joint venture with Talisman Mining Ltd. Proto intends to then sell its remaining 75% rights to uranium and gold at Mt Vetters to Protal in due course.

For further information please contact:

Andrew Mortimer Chairman and Managing Director Proto Resources & Investments Ltd Phone: +61 (2) 9225 4000 Fax: +61 (2) 9232 5359 Mobile: +61 (0)433 894 923

The information in this report that relates to Exploration Results is based on information compiled by Andrew Johnstone who is a Fellow of the Financial Services Institute of Australasia, members of both the Australian and American Societies of Exploration Geophysicists, and member of the Australasian Institute of Geoscientists (AIG). Mr Johnstone provides exploration management services to Proto Resources & Investments Ltd. Mr Johnstone has extensive qualifications and experience in the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Johnstone consents to the inclusion in the report of the matters based on information provided by him and in the form and context in which it appears.

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31[st] January 2008

Company Announcements Australian Securities Exchange

Proto Resources and Investments Ltd (PRW) (“Company”) - Cleansing Statement

Further to the Company’s announcement on 31 January 2008, this notice is given by the Company under section 708A(5)(e) of the Corporations Act in relation to an issue of 750,000 fully paid ordinary shares and 500,000 options (20c exercise price, 31[st] August 2011 expiry date) as consideration for the acquisition of various tenement rights by the Company without disclosure to investors under Part 6D.2 of the Corporations Act.

As at the date of this notice, the Company has complied with:

1. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

2. section 674 of the Corporations Act.

The Company confirms that, as at the date of this notice, there is no information:

1. that has been excluded from a continuous disclosure notice given to ASX in accordance with the ASX Listing Rules; and

2. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

3. (a) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

4. (b) the rights and liabilities attaching to fully paid ordinary shares,

to the extent to which it would be reasonable for investors and their professional advisers to expect to find such information

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________ Lia Darby Director

Appendix 3B New issue announcement

ule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Proto Resources and Investments Ltd

ABN

35 108 507 517

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	(a) Fully paid ordinary shares (b) Options
	(a) 750,000 shares (b) 500,000 options
	(a) Fully paid ordinary shares (b) Options – 20c exercise price, expiry 31stAugust 2011

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all Yes respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration See below 6 Purpose of the issue 500,000 shares and 500,000 options issued as (If issued as consideration for the part consideration (balance being $50,000) for acquisition of assets, clearly identify acquisition of tenement rights at Menzies those assets) project. 250,000 shares issued as part consideration (balance being $50,000) for remaining 25% interest in Mt.Vetters project. Full details of tenements in ASX release dated 31[st] January 2008

• 7 Dates of entering[+] securities into 31st January 2008 uncertificated holdings or despatch of certificates

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	48,459,302 15,348,430 19,244,184*	Ordinary shares Options (20c exercise expire 31stAugust 2011) Options (25c exercise expire 31stDecember 2013) *Note;These options Are to be issued Pursuant to a Rights Issue announced on 16 January 2008. Actual Number issued and ASX listing will be Determined before 2ndApril 2008
	Number	+Class
	10,233,750 8,616,875 500,000	Ordinary shares 20c Options 20c Employee options

10 Dividend policy (in the case of a n/a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

29	Date rights trading will end (if
	applicable)
30	How do+security holders sell their
	entitlements_in full_through a
	broker?
31	How do+security holders sell_part_
	of their entitlements through a
	broker and accept for the balance?
32	How do+security holders dispose
	of their entitlements (except by sale
	through a broker)?
33	+Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) X Securities described in Part 1 (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Lia Darby – Director – 31[st] January 2008

Print name: .........................................................

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7