Champion Iron Limited — Proxy Solicitation & Information Statement 2010

Feb 9, 2010

Notice of General Meeting

Mamba Minerals Limited

ACN 119 770 142

TIME: 10:00am (WST) DATE: Friday, 12 March 2010 PLACE: GDA Corporate, Suite 2, Level M, 35 Havelock Street, West Perth, WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you with to discuss the matters in this Notices of Meeting, please do not hesitate to contact the Company Secretary, Mr Graham Anderson on (+61 8) 9322 2700

Time and Place of Meeting and How to Vote

Venue

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (WST) on Friday, 12 March 2010 at:

GDA Corporate, Suite 2, Level M, 35 Havelock Street, West Perth WA 6005

Your Vote is Important

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

Voting in Person

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

Voting in Proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to the Company’s Share Registry, Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, WA, 6953;

• (b) hand delivery to Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, WA, 6153; or

• (c) facsimile to Security Transfer Registrars Pty Ltd on facsimile number (+61 8) 9315 2233,

so that it is received not later than 10.00am (WST) on Wednesday, 10 March 2010.

Proxy Forms received later than this time will be invalid.

Notice of General Meeting

Notice is given that the General Meeting of Shareholder will be held at 10.00am (WST) on Friday, 12 March 2010 at GDA Corporate, Suite 2, Level M, 35 Havelock Street, West Perth WA 6005.

The Explanatory Statement to this Notice provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

Agenda

1. Resolution 1 – Approval of Disposal of Major Asset

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rules 11.2 and for all other purposes, approval is given for the disposal of the main undertaking, the Chua Mining Concession (755C) and Nhamucuarara Mining Concession (201C,) to Ergoflex on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusions: The Company will disregard any votes cast on this Resolution by any party who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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.

2. Resolution 2 – Approval for Share Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and agree to the allotment and issue of 18,625,000 Shares and 9,312,500 Options, for the purposes and on the terms set out in the Explanatory Statement.”

Voting Exclusions: The Company will disregard any votes cast on this Resolution by any party who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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.

3. Resolution 3 – Approval for Security Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and agree to the allotment and issue of 18,625,000 Options for the purposes and on the terms set out in the Explanatory Statement.”

Voting Exclusions: The Company will disregard any votes cast on this Resolution by any party who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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.

4. Resolution 4 – Participation by Related Party in Securities Issue - Issue of Securities to James Brett

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company up to 2,000,000 Shares at a price of 3 cents per Share and up to 3,000,000 Options to James Brett.”

Voting Exclusions: The Company will disregard any votes cast on this Resolution by any party who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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.

5. Resolution 5 – Participation by Related Party in Securities Issue - Issue of Securities to Mark Freemantle

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company up to 2,000,000 Shares at a price of 3 cents per Share and up to 3,000,000 Options to Mark Freemantle.”

Voting Exclusions: The Company will disregard any votes cast on this Resolution by any party who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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.

6. Resolution 6 – Participation by Related Party in Securities Issue - Issue of Securities to Gregg Freemantle

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company up to 2,000,000 Shares at a price of 3 cents per Share and up to 3,000,000 Options to Gregg Freemantle.”

Voting Exclusions: The Company will disregard any votes cast on this Resolution by any party who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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.

Dated: 9 February 2010

By Order of the Board

==> picture [162 x 45] intentionally omitted <==

Graham Anderson Company Secretary

Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10:00am (WST) on Friday, 12 March 2010 at GDA Corporate, Suite 2, Level M, 35 Havelock Street, West Perth Western Australia 6005.

The purpose of this Explanatory Statement is to provide information that the Directors believe to be material to Shareholders in deciding whether or not to pass each of the Resolutions in the Notice.

RESOLUTION 1 – APPROVAL OF DISPOSAL OF MAJOR ASSET

Background

On 5 January 2007, Mamba Minerals Limited (“Mamba”) entered into an “Acquisition Agreement” with Ausmoz and Mosmin to acquire the Chua Mining Concession (755C) and Nhamucuarara Mining Concession (201C) conditional upon the Company being admitted to the official list of the Australian Securities Exchange. The Company agreed to purchase the Chua Mining Concession (755C) and Nhamucuarara Mining Concession (201C) for 10,000,000 fully paid ordinary shares in the Company.

On 6 June 2007, Mamba Minerals Limited was admitted to the Australian Securities Exchange, raising $2,250,000 with the issue of 11,250,000 at an issue price of $0.20 through the Initial Public Offering.

Mamba issued 10,000,000 fully paid shares to Ausmoz and Mosmin to acquire the Chua Mining Concession (755C) and Nhamucuarara Mining Concession (201C) on the 6 June 2007. The Mining Concessions were transferred to a fully owned subsidiary, Mambas Minerais Limitada (“Mambas”, incorporated in Mozambique.

On 2 February 2010, the Company’s wholly owned subsidiary, Mambas has entered into an acquisition agreement with Ergoflex 165 cc (“Ergoflex”). The agreement is conditional upon Ergoflex accessing Mambas tenements and completing a site assessment (to its satisfaction) of Mambas’ Mining Concession 755 C (Chua) and Concession 201C (Nhamacurara), which will be undertaken within 14 days of the date of the agreement. The agreement is also expressly conditional upon the transaction receiving the approval of the Company’s shareholders pursuant to Chapter 11 of the Listing Rules.

The principal terms of the agreement are as follows:

• Ergoflex will source and provide suitable plant and equipment to commence mining operations at the earliest opportunity;

• Mambas shall retain title to its respective mineral tenements until payment of the purchase price in full, and will maintain tenements in good standing until then;

• Ergoflex will acquire all of the Company’s Mining Concessions, referred to above, for a total consideration of US$2,000,000 to be paid over a period of 24 months in accordance with the timetable below;

Installment Amount Date

First USD $ 75,000.00, the 6th month after signing of the agreement Second USD $ 500,000.00, the 12th month after signing of the agreement Final USD $ 1,425,000.00, the 24th month after signing of the agreement

• Until that final instalment is paid and title passes, Mamba retains 20% net profit interest in all mining operations and proceeds;

• Ergoflex will develop a formal mining plan, including an environmental impact report and land-use licence, and proceed to obtain a licence to mine;

• Ergoflex will take over all Mamba’s responsibilities and liabilities for environmental impact;

• Ergoflex will achieve capacity for mining, processing, gold recovery and refining, and will commence mining operation within 6 months of the agreement;

• Ergoflex will be responsible for providing monthly reports in compliance with local regulations and authority requirements; and

• Ergoflex will be solely responsible for compensation payments to all affected local inhabitants;

Shareholder approval is required under ASX Listing Rule 11.2. The Board believes that the approval of this issue is beneficial for the Company moving forward. The Board recommends Shareholders vote in favour of Resolution 1 to enable the disposal of major asset to proceed.

RESOLUTION 2 – APPROVAL FOR SHARE AND OPTION PLACEMENT

The Board seeks shareholder approval to place 18,625,000 Shares at 3 cents each and with every two (2) placement shares applied for, one (1) Free Option to subscribe for a further share at an exercise price of 5 cents each with an expiry date of 30 June 2013 to institutional and sophisticated investors within the meaning of section 708 of the Corporations Act and other persons as provided in the Corporations Act.

ASX Listing Rule 7.1 provides that a listed company must not, without prior approval of Shareholders, issue securities if the securities will in themselves or when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Given that the share placement under Resolution 2 will exceed this 15% threshold and that none of the exemptions contained in Listing Rule 7.2 apply, Shareholder approval is required to issue the 18,625,000 Shares and 9.312,500 options in accordance with Listing Rule 7.3.

Outlined below is the information required to be provided to Shareholders pursuant to Listing Rule 7.3 for the purpose of obtaining Shareholder approval under Listing Rule 7.1:

(a) the number of securities to be issued is 18,625,000 Shares with 9,312,500 Free Options;

(b) the Shares and the Free Options will be issued and allotted within three months following the date of the General Meeting;

(c) the Shares will be issued at 3 cents each with every two (2) shares applied for, one (1) free option to subscribe for a further share on the terms and conditions as outline in “Appendix A” will be issued;

(d) the Shares and the free options will be issued to institutional, sophisticated investors and other persons as provided in the Corporations Act as determined by the managers of the placement;

(e) the Shares will rank pari passu with existing Shares on issue;

(f) the Free Options will rank pari passu with existing Shares on issue upon being exercised at 5 cents each on or before 30 June 2013; and

(g) the funds will be used for on-going project cost and evaluation, new project acquisition and to provide further working capital.

The Board believes that the approval of this issue is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 2 to enable the placement of shares and capital raising to proceed.

RESOLUTION 3 – APPROVAL FOR SECURITY PLACEMENT

The Board seeks shareholder approval to place 18,625,000 Options at $0.001 each to subscribe for a further share at an exercise price of 5 cents each with an expiry date of 30 June 2013 to institutional and sophisticated investors within the meaning of section 708 of the Corporations Act and other persons as provided in the Corporations Act.

As stated above, Listing Rule 7.1 provides that a listed company must not, without prior approval of Shareholders, issue securities if the securities will in themselves or when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Given that the security placement under Resolution 3 will exceed this 15% threshold and that none of the exemptions contained in Listing Rule 7.2 apply, Shareholder approval is required to issue the 18,625,000 Options in accordance with Listing Rule 7.3.

Outlined below is the information required to be provided to Shareholders pursuant to Listing Rule 7.3 for the purpose of obtaining Shareholder approval under Listing Rule 7.1:

(a) the number of securities to be issued is 18,625,000 Options;

(b) the Options will be issued and allotted within three months following the date of the General Meeting;

(c) the Options will be issued at $0.001 each and on the terms and conditions as outline in “Appendix B”;

(d) the Options will be issued to institutional, sophisticated investors and other persons as provided in the Corporations Act as determined by the managers of the placement;

(e) the Options will rank pari passu with existing Shares on issue upon being exercised at 5 cents each on or before 30 June 2013; and

(f) the funds will be used for on-going project cost and evaluation, new project acquisition and to provide further working capital.

The Board believes that the approval of this issue is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 3 to enable the placement of securities and capital raising to proceed.

RESOLUTION 4 – Participation by Related Party in Securities Issue - Issue of Securities to James Brett

The subscribers under Resolutions 2 and 3, may include James Brett who is a Director of the Company.

Resolution 4 requires Shareholder approval for the issue of up to 2,000,000 Shares at a price of 3 cents per Share and up to 3,000,000 Options to the James Brett, in accordance with Listing Rule 10.11.

Listing Rule 10.11 approval

Listing Rule 10.11 requires the Company to obtain Shareholder approval in order to issue Shares and Options to a related party (unless an exception applies). James Brett is a related party of the Company for the purposes of Listing Rule 10.11 and no exception applies.

Listing Rule 7.1 also requires the Company to obtain Shareholder approval in order to issue Equity Securities representing more than 15% of the Company’s Shares on issue (unless one of the exceptions in Listing Rule 7.2 applies). Exception 14 in Listing Rule 7.2 is an issue made with Shareholder approval under Listing Rule 10.11 and provides that if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

In accordance with Listing Rule 10.13, the notice of meeting to approve the issue of the Shares to a participating Director must include certain information, which information is set out below.

• (a) The name of the person

James Brett

• (b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person

Up to 2,000,000 Shares and up to 3,000,000 Options in the Company.

• (c) The date by which the Company will issue the securities, which must not be more than 1 month after the date of the meeting

The Company intends to issue the Shares within 1 month after the date of the meeting.

• (d) If the person is not a Director, a statement of the relationship between the person and the Director that requires the approval to be obtained

James Brett, being a Director, is a related party.

• (e) The issue price of the securities and a statement of the terms of the issue

3 cents per Share and with every two (2) shares applied for, one (1) Free Option to subscribe for a further share at an exercise price of 5 cents each with an expiry date of 30 June 2013 (See Resolution 2 above and Appendix A for further details). Options other than free options will be issued at $0.001 each (See Resolution 3 above and Appendix B for further details).

The Shares are fully paid ordinary Shares of the Company ranking equally with all other ordinary Shares of the Company.

(f) A voting exclusion statement

A voting exclusion statement for Resolution 4 is included in the Notice of General Meeting.

• (g) The intended use of the funds raised

The funds will be used for on-going project cost and evaluation, new project acquisition and to provide further working capital.

RESOLUTION 5 – Participation by Related Party in Securities Issue - Issue of Securities to Mark Freemantle

The subscribers under Resolutions 2 and 3, may include Mark Freemantle who is a Director of the Company.

Resolution 5 requires Shareholder approval for the issue of up to 2,000,000 Shares at a price of 3 cents per Share and up to 3,000,000 Options to the Mark Freemantle, in accordance with Listing Rule 10.11.

Listing Rule 10.11 approval

Listing Rule 10.11 requires the Company to obtain Shareholder approval in order to issue Shares and Options to a related party (unless an exception applies). Mark Freemantle is a related party of the Company for the purposes of Listing Rule 10.11 and no exception applies.

Listing Rule 7.1 also requires the Company to obtain Shareholder approval in order to issue Equity Securities representing more than 15% of the Company’s Shares on issue (unless one of the exceptions in Listing Rule 7.2 applies). Exception 14 in Listing Rule 7.2 is an issue made with Shareholder approval under Listing Rule 10.11 and provides that if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

In accordance with Listing Rule 10.13, the notice of meeting to approve the issue of the Shares to a participating Director must include certain information, which information is set out below.

• (a) The name of the person

Mark Freemantle

• (b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person

Up to 2,000,000 Shares and up to 3,000,000 Options in the Company.

• (c) The date by which the Company will issue the securities, which must not be more than 1 month after the date of the meeting

The Company intends to issue the Shares within 1 month after the date of the meeting.

• (d) If the person is not a Director, a statement of the relationship between the person and the Director that requires the approval to be obtained

Mark Freemantle, being a Director, is a related party.

(e) The issue price of the securities and a statement of the terms of the issue

3 cents per Share and with every two (2) shares applied for, one (1) Free Option to subscribe for a further share at an exercise price of 5 cents each with an expiry date of 30 June 2013 (See Resolution 2 above and Appendix A for further details). Options other than free options will be issued at $0.001 each (See Resolution 3 above and Appendix B for further details).

• (f)

A voting exclusion statement

A voting exclusion statement for Resolution 5 is included in the Notice of General Meeting.

• (g)

The intended use of the funds raised

The funds will be used for on-going project cost and evaluation, new project acquisition and to provide further working capital.

RESOLUTION 6 – Participation by Related Party in Securities Issue - Issue of Securities to Gregg Freemantle

The subscribers under Resolutions 2 and 3, may include Gregg Freemantle who is a Director of the Company.

Resolution 6 requires Shareholder approval for the issue of up to 2,000,000 Shares at a price of 3 cents per Share and 3,000,000 Options to the Gregg Freemantle, in accordance with Listing Rule 10.11.

Listing Rule 10.11 approval

Listing Rule 10.11 requires the Company to obtain Shareholder approval in order to issue Shares and Options to a related party (unless an exception applies). Gregg Freemantle is a related party of the Company for the purposes of Listing Rule 10.11 and no exception applies.

Listing Rule 7.1 also requires the Company to obtain Shareholder approval in order to issue Equity Securities representing more than 15% of the Company’s Shares on issue (unless one of the exceptions in Listing Rule 7.2 applies). Exception 14 in Listing Rule 7.2 is an issue made with Shareholder approval under Listing Rule 10.11 and provides that if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

In accordance with Listing Rule 10.13, the notice of meeting to approve the issue of the Shares to a participating Director must include certain information, which information is set out below.

• (a) The name of the person

Gregg Freemantle

• (b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person

Up to 2,000,000 Shares and 3,000,000 Options in the Company.

• (c) The date by which the Company will issue the securities, which must not be more than 1 month after the date of the meeting

The Company intends to issue the Shares within 1 month after the date of the meeting.

• (d) If the person is not a Director, a statement of the relationship between the person and the Director that requires the approval to be obtained

Gregg Freemantle, being a Director, is a related party.

(e) The issue price of the securities and a statement of the terms of the issue

3 cents per Share and with every two (2) shares applied for, one (1) Free Option to subscribe for a further share at an exercise price of 5 cents each with an expiry date of 30 June 2013 (See Resolution 2 above and Appendix A for further details). Options other than free options will be issued at $0.001 each (See Resolution 3 above and Appendix B for further details).

(f) A voting exclusion statement

A voting exclusion statement for Resolution 6 is included in the Notice of General Meeting.

(g) The intended use of the funds raised

The funds will be used for on-going project cost and evaluation, new project acquisition and to provide further working capital.

GLOSSARY

$ means Australia dollars.

Asset means Chua Mining Concession (755C) and Nhamucuarara Mining Concession (201C) .

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Days means any day other than a Saturday, Sunday or a public holiday in the State of Western Australia.

Company means Mamba Minerals Limited (ACN 119 770 142).

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Ergoflex means Ergoflex 165 cc.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Free Options means options issued with every two (2) placement shares applied for, one (1) free option to subscribe for a further share at an exercise price of 5 cents each with an expiry date of 30 June 2013

General Meeting means the meeting convened by the Notice of Meeting.

Notice means this notice of general meeting including the Explanatory Statement and all relevant annexures and attachments.

Resolution means the resolutions set out in the Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

Appendix A

Terms and Conditions of Options

1. Each Option entitles the holder to subscribe for and be allotted one Share. The exercise price of each Option is $0.05.

2. The Options are exercisable at any time prior to 5.00pm WST on 30 June 2013 ("the Expiry Date") by notice in writing to the Directors accompanied by payment of the exercise price as detailed in (1) above.

3. The Options are transferable and the Company may make an application to the ASX for Official Quotation of the Options.

4. Shares allotted and issued pursuant to the exercise of the Option will be allotted and issued not more than 10 business days after receipt of a properly executed notice of exercise of the Option and payment of the requisite application moneys.

5. All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three business days after the date of allotment of those Shares.

6. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to shareholders during the currency of the Options. However the Company will send a notice to each option holder at least nine business days before the record date for any proposed issue of capital. This will give option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

7. There are no rights to a change in exercise price, or in the number of Shares over which the Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.

8. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.

9. The Company will, at least 20 business days before the Expiry Date, send notices to the option holders stating the name of the option holder, the number of Options held and the number of securities to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of non-payment.

Appendix B

Terms and Conditions of Options

1. Each Option entitles the holder to subscribe for and be allotted one Share. The exercise price of each Option is $0.05.

2. The Options are exercisable at any time prior to 5.00pm WST on 30 June 2013 ("the Expiry Date") by notice in writing to the Directors accompanied by payment of the exercise price as detailed in (1) above.

3. The Options are transferable and the Company may make an application to the ASX for Official Quotation of the Options.

4. Shares allotted and issued pursuant to the exercise of the Option will be allotted and issued not more than 10 business days after receipt of a properly executed notice of exercise of the Option and payment of the requisite application moneys.

5. All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three business days after the date of allotment of those Shares.

6. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to shareholders during the currency of the Options. However the Company will send a notice to each option holder at least nine business days before the record date for any proposed issue of capital. This will give option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

7. There are no rights to a change in exercise price, or in the number of Shares over which the Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.

8. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.

9. The Company will, at least 20 business days before the Expiry Date, send notices to the option holders stating the name of the option holder, the number of Options held and the number of securities to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of non-payment.

Mamba Minerals Limited ACN 119 770 142

770 Canning Highway, Applecross, WA 6153

PROXY FORM

Please return this Proxy Form to:

Share Registry: Share Transfer Registrars Pty Ltd Hand delivered: 770 Canning Highway, Applecross, WA, 6153 By post: PO Box 535, Applecross, WA, 6953 By facsimile: (+61 8) 9315 2233

Shareholder Details

Name: ...................................................................................................................................................................................................................... Address: ...................................................................................................................................................................................................................... Contact Telephone No: .......................................................................................................................................................................................... Contact Email Address: .......................................................................................................................................................................................... Contact Name (if different from above): .............................................................................................................................................................

Appointment of Proxy

I/We being a shareholder/s of Mamba Minerals Limited and entitled to attend and vote hereby appoint

The Chairman of the meeting OR (mark with an ‘X’)

Write here 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, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and 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 Mamba Minerals Limited to be held at GDA Corporate, Suite 2, Level M, 35 Havelock Street, West Perth WA 6005 on Friday, 12 March 2010 at 10:00am WST and at any adjournment of that meeting.

Voting directions to your proxy – please mark to indicate your directions

Special Business		For	Against	Abstain*
Resolution 1	Approval of Disposal of Major-Asset
Resolution 2	Approval for Share Placement
Resolution 3	Approval for Securities Placement
Resolution 4	Participation by Related Party in Security Issue – James Brett
Resolution 5	Participation by Related Party in Security Issue – Mark Freemantle
Resolution 6	Participation by Related Party in Security Issue – Gregg Freemantle
OR	If you do NOT wish to direct your Proxy how to vote

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second proxy (see instructions attached). If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy	Appointment of a second proxy (see instructions attached). If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy	Appointment of a second proxy (see instructions attached). If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy	appointed by this form	%
PLEASE SIGN HERE	This section must be signed in accordance with the instructions attached to enable your directions to be
implemented
IndividualorShareholder 1		Shareholder 2	Shareholder3
Sole Director and		Director	Director/Company Secretary
Sole Company Secretary

In accordance with the Notice of General Meeting of Mamba Minerals Limited, this proxy form must be signed and hand delivered or sent by post or by facsimile to the Company’s Share Registry (as it appears above) by no later than 48 hours before the General Meeting in order to be valid and accepted.

INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A Shareholder entitled to attend and vote at the General 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 proxies must be allocated a proportion of the Shareholder’s voting rights (by inserting the percentage in the appropriate box on the form). If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

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

3. A proxy may decide whether to vote on any motion or resolution, except where the proxy is required by law or the appointing company’s constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, a proxy may vote as he or she thinks fit. If a Shareholder appoints the Chairman of the General Meeting as the Shareholder’s proxy and does not specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that Shareholder, in favour of the item on a poll.

4. 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:

5. (i) two directors of the company;

6. (ii) a director and the company secretary of the company; or

7. (iii) 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 General Meeting in person if they wish. Where a Shareholder completes and lodges a valid proxy form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the shareholder is present at the General Meeting.

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

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

4. (i) return the proxy form by personal delivery or courier to Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, WA, 6153;

5. (ii) send the proxy form by post to Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, WA, 6953; or

6. (iii) send the proxy form by facsimile to Security Transfer Registrars Pty Ltd on facsimile number (08) 9315 2233 (or international +61 8 9315 2233),

so that it is received not later than 10.00 am on 10 March 2010.

Proxy forms received later than this time will be invalid.