CLARA RESOURCES AUSTRALIA LTD — Proxy Solicitation & Information Statement 2011

Sep 29, 2011

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Notice of General Meeting and Explanatory Memorandum

AusNiCo Ltd (ACN 122 957 322)

Date of Meeting: 2 November 2011

Time of Meeting: 10am (Brisbane time)

Place of Meeting: Level 7, Waterfront Place, 1 Eagle Street, Brisbane

Notice is given that a General Meeting of shareholders of AusNiCo Ltd (ACN 122 957 322) ( Company ) will be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane, on Wednesday 2 November 2011 at 10am (Brisbane time).

Agenda

Ordinary Business

Resolution 1 - Issue of Shares to D’Aguilar Gold Ltd

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

“That in accordance with Listing Rule 10.11, the Company be authorised to issue up to a maximum of 1,000,000 fully paid ordinary shares to D’Aguilar Gold Ltd ( DGR ) at an issue price of $0.05 per share in payment of fees owing by the Company to DGR as detailed in the Explanatory Memorandum be approved”.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by:

• the D’Aguilar Gold Ltd; and

 any associate of D’Aguilar Gold Ltd. However, the Company need not disregard a vote if:

 it is cast by a person as 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 the direction on the proxy form to vote as the proxy decides.

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Resolution 2 - Issue of Shares to Directors in Lieu of Fees

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

“That in accordance with Listing Rule 10.11 the Company be authorised to issue fully paid ordinary shares to Mr Brian Moller, Mr John Downie, Mr Nicholas Mather, Mr Stephen Roberts and Mr Ben Harrison ( Directors’ Shares ) under the Directors’ Fee Plan (for the issue of shares to Directors in lieu of fees) detailed in the Explanatory Memorandum be approved”.

Notes:

• The Company intends to issue the Directors’ Shares only to the Participating Directors as and when elections are made by Participating Directors under the Directors’ Fee Plan during each quarter, the intention being that Directors’ Shares would be issued to the Participating Directors in 4 tranches on the ending of each quarter (December 2011, March, June and September 2012) but in any event by no later than any event no later than twelve (12) months from the date of the Meeting;

• The rights attaching to the Directors’ Shares which may be issued will be identical in all respects to the existing ordinary shares on issue in the Company;

• No funds will be raised by the issue of any Directors’ Shares as they will be issued in lieu of fees owing from time to time to Participating Directors.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by:

• the Directors; and

• any associate of the Directors.

However, the Company need not disregard a vote if:

• it is cast by a person as 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 the direction on the proxy form to vote as the proxy decides.

Resolution 3 - Ratify Previous Share Issues

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

“That in accordance with the provisions of Listing Rule 7.4 of the Official Listing Rules of the ASX Limited (ASX), and for all other purposes, the shareholders ratify the previous issue of 16,000,000 fully paid ordinary shares in the Company ( Previous Shares ) to those persons and corporations set forth in the Explanatory Memorandum ( Recipients ) and being investors that fell within one or more of the classes of exemptions specified in Section 708 of the Corporations Act 2001 (Cth).”

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by:

• the Recipients; and

• any associate of the Recipients.

However, the Company need not disregard a vote if:

• it is cast by a person as 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 the direction on the proxy form to vote as the proxy decides.

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Notes:

• The rights attaching to the Previous Shares are identical in all respects to the existing ordinary shares on issue in the Company;

• The Previous Shares were issued in payment of services rendered by the Recipients to the Company and as such, no funds were raised by the issue.

Resolution 4 - Authorise the Issue of Shares and Approve Underwriting

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

“That in accordance with the provisions of Listing Rule 7.1 of the Official Listing Rules of the ASX, and for all other purposes, the Company and the Directors of the Company are authorised to:

• (a) Raise up to a maximum of $600,000 by the issue fully paid ordinary shares ( Placement Shares ) at an issue price per Placement Share being the issue price for shares under the SPP to various sophisticated or professional investors that fall within one or more of the classes of exemptions specified in Section 708 of the Corporation Act, the Placement Shares not to exceed 30% of the issued share capital of the Company;

• (b) have the issue of the Placement Shares underwritten by Bizzell Capital Partners Pty Ltd ( BCP ),

on the terms and conditions as contained in this Notice of Meeting and attached Explanatory Memorandum; and attached Explanatory Memorandum.”

Notes:

• The Placement Shares will be issued to sophisticated or professional investors who fall within one or more of the classes of exemptions specified in Section 708 of the Corporation Act;

• The Company intends to issue and allot the Placement Shares as soon as practicable after the Meeting and in any event no later than three (3) months from the date of the Meeting;

• The rights attaching to the Placement Shares are identical in all respects to the existing ordinary shares on issue in the Company;

• The funds raised by the issue will be used by the Company as additional working capital to the Company to support the Company’s work program and the continued accelerated development of its commercial operations;

• The Placement Shares will not be issued to any related party of the Company (within the meaning of the ASX Listing Rules);

• The Company will disregard any votes cast on this Resolution by:

• (a) any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• (b) any associate of such a person.

• However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

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Resolution 5 - Authorise the Issue of Additional Shares

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

“That in accordance with the provisions of Listing Rule 7.1 of the Official Listing Rules of the ASX, and for all other purposes, the Company and the Directors of the Company are authorised to issue up to a further maximum of fully paid ordinary shares not to exceed the amount of the Placement Shares ( Additional Placement Shares ) at an issue price per Additional Placement Share being the issue price for shares under the SPP to various sophisticated or professional investors introduced by BCP that fall within one or more of the classes of exemptions specified in Section 708 of the Corporations Act on the terms and conditions as contained in this Notice of Meeting and attached Explanatory Memorandum.”

Notes:

• The Additional Placement Shares will be issued to sophisticated or professional investors who fall within one or more of the classes of exemptions specified in Section 708 of the Corporation Act;

• The Company intends to issue and allot the Additional Placement Shares as soon as practicable after the Meeting and in any event no later than three (3) months from the date of the Meeting;

• The rights attaching to the Additional Placement Shares are identical in all respects to the existing ordinary shares on issue in the Company;

• The funds raised by the issue will be used by the Company as additional working capital to the Company to support the Company’s work program and the continued accelerated development of its commercial operations;

• The Additional Placement Shares will not be issued to any related party of the Company (within the meaning of the ASX Listing Rules);

• The Company will disregard any votes cast on this Resolution by:

• (a) any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• (b) any associate of such a person.

• However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

General Business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By order of the board

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Company Secretary 30 September 2011

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Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to shareholders of AusNiCo Ltd (ACN 122 957 322) (Company) to explain the five (5) resolutions to be put to Shareholders at the General Meeting to be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane on 2 November 2011 commencing at 10 am (Brisbane time).

The Directors recommend shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Terms used in this Explanatory Memorandum are defined in Section 6.

1. Resolution 1 – Issue of Shares to D’Aguilar Gold Ltd

Introduction

The Directors have resolved to refer to Shareholders for approval of the proposed grant of a maximum of 1,000,000 fully paid ordinary shares to D’Aguilar Gold Ltd, the holding company of the Company. ( DGR Shares )

Approval for the issue of the DGR Conversion Shares is sought in accordance with the Listing Rule 10.11. As approval is being sought under Listing Rule 10.11, approval will not be required under Listing Rule 7.1.

Background to the Proposal

DGR holds at the date of this Notice of Meeting some 58,850,000 shares in the Company which represents 53.4% of the issued share capital. As such, DGR is the holding company of the Company and for the purposes of the Listing Rules is a related party of the Company.

DGR also provides services to the Company under a management and administration agreement dated 8 June 2010 as disclosed in the Company’s prospectus issued on 4 August 2010. ( Agreement )

At the date of this Notice of Meeting the sum of $46,322 is owing to DGR under the Agreement and DGR is agreeable, subject to shareholder approval being obtained, for this amount to be paid by the issued of fully paid shares each to be issued at an issue price of $0.05 per share .

As such the DGR Shares will be granted for nil cash consideration and no funds will be raised.

Issues to a related party such as DGR must be approved under Listing Rule 10.11.

Information on the Issue

DGR has agreed to cap the maximum number of DGR Shares it can receive at 1,000,000.

Directors’ Recommendation

Mr Moller and Mr Mather are Directors of both DGR and the Company and as such do not consider it appropriate to make any recommendations on this Resolution.

Each of Mr John Downie, Stephen Roberts and Ben Harrison recommend that Shareholders vote in favour of this resolution.

The reasons for their recommendation include:

• (1) The issue of DGR Shares in lieu of payment of cash to DGR under the Agreement will assist the Company in conserving its cash at a time of considerable market volatility;

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• (2) DGR is presently the holding company of the Company and the issue of a maximum of 1,000,000 DGR Shares will not exceed the maximum number of shares that DGR is entitled under the “creep” provisions in the Corporations Act to acquire every 6 months in the Company. As such, it is not considered that such an issue will prejudice the interests of the minority shareholders in the Company in these circumstances.

Effect on Control

DGR presently holds 58,850,000 Shares in the Company which represents 53.4% of the issued share capital of 110,160,000 at the date of preparing this Notice of Meeting.

If the maximum of 1,000,000 DGR Shares are issued with shareholder approval, DGR’s shareholding will increase from 58,850,000 to 59,850,000 or from 53.4% to 54.3% of the Company, assuming no other Shares are issued before then by the Company.

The Company intends to issue the DGR Shares as soon as practicable after the Meeting and in any event no later than one (1) month from the date of the Meeting.

1. Resolution 2 – Issue of Director Shares in lieu of fees to All Directors

Introduction

The Directors have resolved to refer to Shareholders for approval of the proposed grant of up to a maximum of 5,000,000 fully paid ordinary shares to Mr Brian Moller, Mr John Downie, Mr Nicholas Mather, Mr Stephen Roberts and Mr Ben Harrison, Directors of the Company, or their nominee ( Recipient ). The terms of the Shares to be issued to the Recipients ( Director Shares ) are set out in more detail below.

Approval for the issue of the Director Shares is sought in accordance with the Listing Rule 10.11. As approval is being sought under Listing Rule 10.11, approval will not be required under Listing Rule 7.1.

Background to the Proposal

The Directors wish to implement an employee incentive scheme in the form of a Director’s Fee Plan which will allow for the issue of shares to the Managing Director and all Non-executive Directors in lieu of fees. All Directors have agreed to have approximately 50% of their remuneration paid in cash and approximately 50% payable in shares (pending this approval) for the ensuing 12 months.

Approval is sought for the Directors Shares to be issued to the Directors in lieu of their Director’s fees and salary sacrifice for the previous financial year and for the forthcoming financial year. As such the Shares will be granted for nil cash consideration and no funds will be raised.

Because each of the Participating Directors is a related party of the Company for the purposes of LR 10.11, the proposed Issues to Participating Directors under the plan must be approved under Listing Rule 10.11.

The Company also seeks approval of the issue of shares under the plan as an exception to Listing Rule 7.1, which limits the securities that the Company may issue without shareholder approval to 15% of its issued capital over 12 months.

Approval for these issues to be exceptions to Listing Rule 7.1 will enable the Directors of the Company to consider additional funding initiatives consistent with the provisions of ASX Listing Rule 7.1 without diminishing its issue capacity under Listing Rule 7.1.

Information on the Plan and Issue

The terms of the Director’s Fee Plan under which Directors may be issued shares in lieu of fees, including the formula for calculating the issue price, are set out in Schedule 1.

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The aggregate amount of shares issued is limited to a value of shares calculated by application of the issue price which does not exceed:

• (a) in the case of the Managing Director John Downie, the sum of $108,000; and

• (b) in the case of the Non–executive Directors, the maximum aggregate annual amount of fees payable to non-executive Directors being the sum of $65,000.

Directors’ Recommendation

Each of Mr Brian Moller, Mr John Downie, Mr Nicholas Mather, Mr Stephen Roberts and Mr Ben Harrison has a material personal interest in the resolution and do not make any recommendations.

Directors’ Interest and other remuneration

All Participating Directors have a material personal interest in the outcome of Resolution 3, as it is proposed that Director Shares be granted to them (or their nominee).

Excluding the Director Shares, details of the shares and options held by the Directors in the

Company are set out in the table below.

Details of the Director's remuneration for each of the Directors (inclusive of superannuation) per annum (total cost to the Company) is set out in the following table:

Directors	Directors		Short term	Post-	Share based	Share based	payments	Total
			benefits	employment	Equity	settled
			Salary &	Superannuation	Options		Shares
			fees
			$	$	$		$	$
Brian	Moller
-	2011		34,726	-	-		-	34,726
-	2010		-	-	-		-	-
John	Downie	1
-	2011		177,519	28,538	265,151		-	471,208
-	2010		-	-	-		-	-
Nicholas Mather
-	2011		27,872	-	-		-	27,872
-	2010		-	-	-		-	-
Stephen Roberts~~2~~
-	2011		27,472	-	-		-	27,472
-	2010		-	-	-		-	-
Ben Harrison~~3~~
-	2011		24,945		-		-	24,945
-	2010		-	-	-		-	-
Total
remuneration
-	2011		292,534	28,538	265,151		-	586,223
-	2010		-	-	-		-	-

1 John Downie was appointed as CEO and Managing Director on 21 October 2010.

2 Stephen Roberts was appointed as a Non-Executive Director on 21 October 2010.

3 Ben Harrison was appointed as a Non-Executive Director on 16 November 2010.

Under the Director’s Fee Plan all shares which may be issued to a Director shall be issued at the Market Price for Shares as at the business day prior to the issue of Directors Shares.

Because the trading price for the shares of the Company on ASX may fluctuate over the 12 month period, approval is sought for the issue of a maximum of 5,000,000 shares. ( Maximum Shares )

If the Maximum Shares are issued then this would represent 4.5% of the issued share capital of the Company, assuming no other shares were issued.

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At the date of this Notice of Meeting the sum of $67,750 is owing to the Directors in total, excluding any GST applicable. If each of the Directors participated in a grant of the Maximum Shares, proportional to their total remuneration over a 12 month period and taking into account any amounts owing as at the date of this Notice of Meeting to the Directors, then the following will be the effect on the holding of each of the Directors in the Company:

Director	Current Share Holding1	% of Total Share Capital2	Maximum Shares Issued3	Share Holding Upon Issue of Maximum Shares3	% of Total Share Capital
Brian Moller	50,000	0.05%	650,000	700,00	0.61%
John Downie	20,000	0.02%	2,160,000	2,180,000	1.89%
Nicholas Mather	2,440,000	2.14%	300,000	2,740,000	2.38%
Steve Roberts	30,000	0.03%	500,000	530,000	0.46%
Ben Harrison	335,000	0.33%	300,000	635,000	0.55%

Notes:

1. This assumes that none of the current options on issue in the Company are exercised and no further securities are issued.

2. This assumes that there are currently 110,160,000 Shares on issue.

3. This assumes the shares would be issued at an issue price of $0.05 per share

Additional Information

For the benefit of shareholders in considering this resolution, the Company advises as follows:

• Details of any shares issued under the Directors Fee Plan will be published in the Annual Report in respect of the period in which shares under the plan are issued;

• The Director Shares are intended to be issued as and when elections are made by Participating Directors under the Directors’ Fee Plan, the intention being that Directors’ Shares would be issued to the Participating Directors in 4 tranches on the ending of each quarter (December 2011, March, June and September 2012) and in any event no later than twelve (12) months of the date of the Meeting;

• Directors Shares will only be issued to the Directors under any approval obtained and will not be issued to any person not named in this Notice of Meeting without obtainment of further shareholder approval to any such issue under Listing Rule 10.11; and

• No funds are being raised by the grant of the Director Shares.

Save as set out in this Explanatory Statement, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by Resolution 2.

4 . Resolution 3 - Ratification of previous issue of Shares

Resolution 3 seeks the ratification of shareholders for the previous issue of 16,000,000 shares to the persons and corporations introduced by Bizzell Capital Partners ( Previous Shares ). Each of the Previous Shares was issued at an issue price of $0.05 per Previous Share. The Company believes that all relevant information concerning this Resolution is contained in the text and accompanying notes to the Resolution in the Notice of Meeting and therefore no further comment is required in the Explanatory Memorandum.

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5. Resolution 4 – Authorise the issue of Shares and Underwriting

Resolution 4 seeks shareholder authorisation to issue of new ordinary shares ( Placement Shares ) at an issue price per Placement Share being the same price shareholders who participate in the SPP pay for their shares under the SPP and to have the issue of the Placement Shares underwritten by BCP.

This price ( SPP Price ) is the lower of:

• (a) $0.05; and

• (b) 90% of the weighted average trading price of the Company’s shares calculated over the last five (5) days on which sales in the securities of the Company were recorded before the day on which the SPP closes.

Under the Listing Rules the Company is able to issue further Shares to a maximum of 30% of the issued share capital as at the Record Date of the SPP. Presently the Company has 110,160,000 Shares on issue and 30% would comprise 33,048,000 Shares. The SPP seeks to raise a maximum of $600,000 and the authority sought seeks to enable the Board to place any resulting shortfall that might arise under the SPP to one or more sophisticated or professional investors that fall within one or more of the classes of exemptions specified in Section 708 of the Corporations Act 2001 and have BCP underwrite the same under an underwriting agreement which has been entered into by the Company and BCP on appropriate commercial terms .( Underwriting Agreement )

At the date of this Notice of Meeting the SPP Price is not known. If the SPP Price were $0.05 and the shortfall under the SPP were $600,000 then the Board would have authority to place a maximum of 12,000,000 Placement Shares, which upon completion of the Placement would equate to 12,000,000 shares out of a total issued share capital of 122,160,000 or 9.82 % of the total issued share capital.

As the SPP Price is not known at this time, shareholders should be aware that the number of Placement Shares may be more than 12,000,000 Shares.

For the benefit of Shareholder the table below sets out the possible variation in the number of Placement Shares that may be issued:

SPP Price	Nos of Placement Shares	% of Current Issued Capital Prior to Issue of Previous Shares
$0.050	12,000,000	10.9 %
$0.045	13,333,333	12.1%
$0.040	15,000,000	13.6%
$0.018	33,048,000	30.0%

The funds raised by the issue of the Placement Shares will be used by the Company as additional working capital to the Company to support the Company’s work program and the continued accelerated development of its commercial operations.

If the SPP is fully subscribed, then no Placement Shares will be issued pursuant to any authority conferred by the approval of this Resolution.

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BCP presently hold 5,000,000 Shares in the Company or 4.5% of the current issued share capital. Ben Harrison, a Director of the Company, is an employee of BCP.

BCP do not intend dealing with any shortfall under the SPP in a manner which would result in its relevant interest in Shares in the Company exceeding 19.9% of the issued share capital of the Company.

If the SPP Price was $0.05 per Placement Share and the whole of the Placement Shares were required to be issued to BCP under the Underwriting Agreement, then BCP would increase its shareholding from 5,000,000 Shares to 17,000,000 Shares or 13.9 % of the issued share capital of the Company. Obviously the potential shareholding of BCP could alter in the event that the SPP Price is less than $0.05.

The Underwriting Agreement is in a standard form providing for:

• a management fee of 5%; and

• a further 1% underwriting fee,

of the underwritten amount of $600,000.

BCP have also agreed to assist in the placement of the Additional Placement Shares for which approval is sought under Resolution 5.

BCP may terminate the Underwriting Agreement upon the happening of a range of events, including a fall of 10% in the ASX & S&P 200 Index.

6. Resolution 5 – Authorise the issue of Additional Shares

Resolution 5 seeks shareholder authorisation to issue up to a further number of Shares equivalent to the maximum number of Placement Shares that may be issued if Resolution 4 is passed ( Additional Placement Shares ) at an issue price per Additional Placement Share being the SPP Price.

The SPP seeks to raise a further maximum amount of $600,000 and in the event of there being an excess of demand, the authority sought seeks to enable the Board to place any resulting shortfall that might arise under the SPP to one or more sophisticated or professional investors that fall within one or more of the classes of exemptions specified in Section 708 of the Corporations Act 2001 . ( Additional Placement )

At the date of this Notice of Meeting the SPP Price is not known and nor is the number of Shares which may be issued under the SPP. However the maximum number of Shares that can be issued under the SPP cannot exceed 30% of the issued share capital of the Company and the maximum number of Additional Placement Shares cannot exceed this amount which is some 33,048,000 Shares.

By way of example only, if the SPP Price were $0.05 and the there was demand for all of the $600,000 then the Board would have authority to place a maximum of 12,000,0000 Additional Placement Shares, which upon completion of:

• the SPP; and

• the Additional Placement,

would equate to 12,000,000 shares out of a total issued share capital of 122,160,000 or 9.82 % of the total issued share capital.

For the assistance of Shareholders, the following table sets out the number of Additional Placement Shares that may be issued assuming:

• that $600,000 is raised under the SPP;

• the SPP Price is $0.05 per Share; and

• up to a maximum of $600,000 is raised by the placement of Additional Placement Shares.

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Issue Price for Additional Placement Shares	Numbers of Additional Placement Shares	Funds Raised $
$0.05	3,000,000	150,000
$0.05	6,000,000	300,000
$0.05	9,000,000	450,000
$0.05	12,000,000	600,000

The funds raised by the issue of the Placement Shares will be used by the Company as additional working capital to the Company to support the Company’s work program and the continued accelerated development of its commercial operations.

Under the Underwriting Agreement BCP have agreed in the event of excess demand, to assist the Company in placing the Additional Placement Shares for a fee of 5% of the funds raised from Additional Shares placed by them.

BCP have advised that their present intention would be to place the Additional Placement Shares to third parties being one or more sophisticated or professional investors that fall within one or more of the classes of exemptions specified in Section 708 of the Corporation Act 2001.

7. Other Shareholder Information

For the benefit of Shareholders in considering each of the Resolutions the following table sets out the capital structure of the Company on the assumption that:

• all five (5) Resolutions are passed:

• the DGR Shares are issued;

• 5,000,000 Directors Shares are issued;

• 12,000,000 Placement Shares are issued; and

• 12,000,000 Additional Placement Shares are issue.

Event	Nos of Shares Issued	Relevant Resolution
Shares on Issue prior to issue of Previous Shares	110,160,000	Not applicable
Maximum DGR Shares Issued	1,000,000	Resolution 1
Maximum Directors Shares Issued	5,000,000	Resolution 2
Previous Shares Issued	16,000,000	Resolution 3
Placement Shares Issued	12,000,000	Resolution 4
Additional Placement Shares Issued	12,000,000	Resolution 5
Total	156,160,000

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Additionally, the table below outlines the share price information for the Company:

		High	Low
		(cents)	(cents)
Three months		7.4	4.5

The last market sale price of Shares as at 29 September 2011 was $0.045.

7. Voting Entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7pm (Brisbane time) on 31 October 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

8. Interpretation

The following terms used in the Notice of Meeting and the Explanatory Memorandum are defined as follows:

Additional Placement Shares means the placement of further Shares at the SPP Price to raise up to a maximum of $600,000.

ASIC means the Australian Securities & Investments Commission;

ASX means the ASX Limited;

Business Day means a day on which all banks are open for business generally in Brisbane;

Company means AusNiCo Ltd ACN 122 957 (ASX: ANW);

Constitution means the constitution of the Company from time to time;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the board of Directors of the Company as at the date of the Notice of Meeting being Brian Moller, John Downie, Nicholas Mather, Steve Roberts and Ben Harrison;

Director Shares has the meaning given in Section 2 of the Explanatory Memorandum;

Explanatory Memorandum means the explanatory statement accompanying this Notice;

Listing Rules means the official listing rules of the ASX as amended from time to time;

Market Price has the meaning given in the ASX Listing Rules;

Meeting means the General Meeting to be held on 2 November 2011 as convened by the accompanying Notice of Meeting;

Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the Meeting, accompanying this Explanatory Memorandum;

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of shareholders;

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Participating Directors means Mr Brian Moller, Mr John Downie, Mr Nicholas Mather, Mr Stephen Roberts and Mr Ben Harrison.

Placement means the institutional placement of 16,000,000 shares made by the Company on 14 September 2011 at an issue price of $0.05 per Share.

Resolutions means the resolutions set out in the Notice of Meeting;

Shares means fully paid ordinary shares in the Company from time to time;

Shareholder means a shareholder of the Company;

SPP means the share purchase plan announced by the Company on 14 September 2011 seeking to raise a maximum of $600,000.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Karl Schlobohm (Company Secretary):

Office: AusNiCo Ltd, Level 5, 60 Edward St, Brisbane, Queensland, 4000 Phone: +61 7 3303 0611

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SCHEDULE 1

Directors’ Fee Plan

Terms for issue of shares in lieu of Directors’ fees

1. All executive and Non-executive Directors of the Company shall be entitled during the term of the Directors Fee Plan ( Plan ) to elect by notice in writing to the Company ( Election Notice ) to be paid some or all of the remuneration due and owing to them by the Company from time to time as fees for services ( Outstanding Remuneration ) by way of an issue of ordinary shares. ( Plan Shares )

2. An Election Notice may be given by an Executive and/or Non-executive Director ( Participating Director ) within 10 Business Days after each Quarter during the Plan and shall specify:

3. (a) The amount of any Outstanding Remuneration that a Participating Director wishes to be paid by way of Plan Shares under the Plan; and

4. (b) Whether the Participating Director wishes to have the Plan Shares issued in his or her own name or in the name of a nominee. ( Recipient )

5. An Election Notice may be given to the Company in any manner permitted under the Constitution for service by the Company of notices.

6. Upon receipt of an Election Notice, Plan Shares may be issued to each Participating Director who elects to be issued Plan Shares in lieu of any Outstanding Remuneration.

7. The obligation of the Company to issue any Plan Shares is subject to obtainment of any approvals which may be required under:

8. (a) the Listing Rules; and

9. (b) the Corporations Act 2001( Cth ).

10. The issue price of each Plan Share will be the Market Price of ordinary shares in the Company on the Business Day before an Election Notice is given by a Participating Director and any fractional entitlement to be issued Plan Shares shall be rounded up to the nearest whole number.

The Company shall:

• (a) issue the Plan Shares to a Recipient within three 3 Business Days of receipt of an Election Notice;

• (b) forthwith deliver a statement of holding to the Recipient in respect of the Plan Shares; and

• (c) cause the Plan Shares to be listed on ASX as soon as reasonable practicable at the Company’s cost and expense.

• Unless otherwise approved by shareholders of the Company, the maximum number of Plan Shares which may be issued by the Company in each 12 months during the term of the Plan shall be 5,000,000 Plan Shares.

• For the purposes of interpretation of this Plan:

• (a) Constitution means the Constitution of the Company;

• (b) Quarter means a period of three months commencing on 1 January, 1 April, 1 July or 1 October;

• (c) Listing Rules means the Listing Rules of ASX Limited;

• (d) Shares means ordinary shares in the Company; and

• (e) Terms used herein shall have the meanings ascribed to them in the Listing Rules.

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Notes

How to Vote

You may vote by attending the Annual General Meeting in person, by proxy or authorised representative.

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

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to vote on their behalf. Where a member is entitled to cast two or more votes, they may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a member of the Company.

Members who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cth).

If a representative of the Company is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all of the security holders should sign. Power of Attorney: To sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a sole director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to Section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

To vote by proxy, the proxy form provided with this notice (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not less than forty eight (48) hours before the scheduled time for the meeting. Any proxy form received after that time will not be valid for the scheduled meeting.

Completed proxies can be returned to the Company Secretary by either mail to Level 5, 60 Edward St, Brisbane, Queensland 4001; or facsimile to (07) 3303-0681, or scanned and emailed to kschlobohm@ausnico.com.au

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Appointment of Proxy

I/We being Shareholder(s) of AusNiCo Limited (Company) hereby appoint:

the Chairman of the Meeting OR Write here the name of the person you are appointing if this person is someone (mark with an “X”) 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 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 Annual General Meeting of AusNiCo Limited to be held at Level 7, Waterfront Place, 1 Eagle Street Brisbane, Qld on 2 November 2011 at 10.00am (Brisbane time) and at any adjournment of that meeting.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default, and you do NOT wish to direct your proxy how to vote as your proxy in respect of the resolution/s, please place a mark in the box opposite.

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of a resolution and that votes cast by the Chair of the meeting for the Relevant Resolution other than as proxy holder will be disregarded because of that interest. If the Chair of the meeting is your proxy and you do not mark this box or direct the Chair of the meeting how to vote above, the Chair of the meeting will not cast your votes on the Relevant Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Relevant Resolution.

The Chairman of the meeting intends to vote undirected proxies in favour of the resolutions including the Relevant Resolution.

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. By signing this appointment you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/s he has an interest in the outcome of the resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest.

If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is ………………%. (An additional proxy form will be supplied by the Company on request).

If you wish to appoint the proxy to exercise voting power over only some of your Shares, the number of Shares in respect of which this proxy is to operate is ……………….. Shares (Note: proxy will be over all Shares if left blank).

I/we direct my/our proxy to vote as indicated below:

Resolution For Against Abstain 1. Issue of Shares to D’Aguilar Gold 2. Issue of Shares to Directors 3. Ratify Previous Issue of Shares 4. Authorise the Issue of Shares and Underwriting 5. Authorise the Issue of Additional Shares Individual or Security holder 1 Security holder 2 Security holder 3 Sole Director and Secretary Director Director/Company Secretary Contact Name Contact Daytime Telephone Date

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