CONNECTED MINERALS LIMITED — Proxy Solicitation & Information Statement 2007

Jan 11, 2007

Acclaim Exploration NL

ABN 99 009 076 233

Notice of General Meeting

Explanatory Statement

and

Proxy Form

ACCLAIM EXPLORATION NL ABN 99 009 076 233

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of members of Acclaim Exploration NL (Acclaim or the Company) will be held on Friday, 16 February 2007 commencing at 2.00pm at the Broadwater Hotel, 112 Melville Parade, South Perth, Western Australia.

The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the matters to be considered as Special Business.

AGENDA

SPECIAL BUSINESS

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

1. Ratification of Placement - 5 December 2006

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue and allotment of 75,000,000 fully paid ordinary shares in the capital of the Company at an issue price of 3 cents each to the parties listed in the Explanatory Statement accompanying this Notice of General Meeting and otherwise on the basis set out therein, is ratified and approved."

The Company will disregard any votes cast on this resolution by the parties who participated in the issue as listed in the Explanatory Statement and any associate of them. 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 a direction on the proxy form to vote as the proxy decides.

2. Proposed Grant of Options

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue within three months of the date of this meeting of 75,000,000 Options, such Options to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting, to acquire ordinary fully paid shares in the capital of Acclaim, is approved."

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. 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 a direction on the proxy form to vote as the proxy decides.

3. Proposed Capital Raising - Shares and Options

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue and allotment of 6,000,000 ordinary fully paid shares ranking equally in all respects with the existing ordinary shares on issue at a subscription price of 3 cents each, (together with the grant of one free option for every share subscribed for and issued, exercisable on or before 30 June 2008, at a price of \$0.05 each), and otherwise on the terms and conditions contained in the Explanatory Statement forming part of this Notice of Annual General Meeting, is approved."

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. 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 a direction on the proxy form to vote as the proxy decides.

4. Allotment of Incentive Options to Directors

"That, for the purposes of ASX Listing Rule 10.11, Section 195 and Chapter 2E of the Corporations Act 2001 and for all other purposes, the Directors be authorised to grant a total of 25,000,000 Incentive Options to subscribe for Shares to Directors or their nominee/s as set out in the Explanatory Statement. (such Incentive Options to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting)."

The Company will disregard any votes cast on this resolution by a person 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 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. Aliotment of Incentive Options to Officers of the Company

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Directors be authorised to grant a total of 10,000,000 Incentive Options to subscribe for Shares to selected Officers of the Company or their nominee/s as set out in the Explanatory Statement, (such Incentive Options to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting)."

The Company will disregard any votes cast on this resolution by a person 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 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.

For the purposes of determining voting entitlements at the general meeting, Shares will be taken to be held by persons who are registered as holding Shares at 2.00pm on 14 February 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

BY ORDER OF THE BOARD

Neville Bassett Company Secretary 22 December 2006

EXPLANATORY STATEMENT

INTRODUCTION $1₁$

This Explanatory Statement has been prepared for the information of members of Acclaim Exploration NL in connection with the Special Business to be conducted at the general meeting of members to be held at the Broadwater Hotel, 112 Melville Parade, South Perth, Western Australia on Friday, 16 February 2007 at 2.00pm.

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of General Meeting.

ASX Listing Rule Requirements

ASX Listing Rule 7.1 relevantly provides that the prior approval of the shareholders of Acclaim is required to an issue of equity securities if the securities will, when aggregated with the securities issued by Acclaim during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

The issue and allotment of shares outlined in resolution 1 did not exceed the 15% limit, however, ASX Listing Rules 7.1 and 7.4 provide that, where a company in general meeting ratifies an issue of equity securities the issue will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1, thereby enabling the company to issue further equity securities without exceeding the 15% in 12 months limitation.

Shareholder approval is sought so as to refresh Acclaim's 15% equity security placement limit pursuant to ASX Listing Rule 7.1.

The information required by ASX Listing Rules 7.1 and 7.5 to be provided to shareholders is contained within this Explanatory Statement and the Notice of General Meeting.

The number of securities to be issued by Acclaim under proposed resolutions 2 to 5, when aggregated with the securities issued and for which ratification is sought under resolution 1, will exceed 15% and accordingly shareholder approval is sought for the placements.

The information required by ASX Listing Rules 7.1 and 7.3 to be provided to shareholders is contained within this Explanatory Statement and the Notice of General Meeting.

ASX Listing Rule 10.11 relevantly provides that the prior approval of shareholders of Acclaim is required for the issue of equity securities to a related party. If approval is given for the issue of securities under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1. ASX Listing Rule 10.13 sets out the information to be provided to shareholders in the notice of meeting. The company is seeking shareholder approval to the proposed allotments to related parties pursuant to resolution 4.

Corporations Act 2001 Requirements

Chapter 2E of the Corporations Act 2001("the Act") prohibits, subject to certain exceptions, a company from giving a financial benefit to a related party of the company without prior shareholder approval.

Mr A Waller, Mr C Willis and Mr T Gillard, (the parties to which resolution 4 relates) are considered "related parties" for this purpose, whilst the issue of Incentive Options to them constitutes a "financial" benefit" for this purpose.

Section 195 of the Act provides, in essence, that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

As each director is considered to hold a material personal interest in the consideration of the issue of options to directors, a quorum cannot be formed to consider the matter at Board level. However, by reason of section 195(4) of the Act, the directors are permitted in such instances to put the matter before shareholders to consider and resolve.

The directors have accordingly exercised their right under section 195(4) of the Act and have resolved to place the proposed issue of Incentive Options to shareholders to consider and resolve upon.

$2.$ RATIFICATION OF PLACEMENT - 5 December 2006 (Resolution 1)

Resolution 1 of the Notice of General Meeting proposes the ratification for the issue and allotment of 75,000,000 Shares, thereby satisfying the requirements of ASX Listing Rule 7.4, if resolution 1 is approved.

The issue of Shares complied with Listing Rule 7.1 at the time of issue and the recipients were not related parties of the Company.

In compliance with the information requirements of ASX Listing Rule 7.5 members are advised of the following particulars in relation to the placement:

Number of securities allotted: $(a)$

75,000,000 Shares

$(b)$ Price at which the securities were issued:

3 cents per Share, together with (subject to shareholder approval as contemplated by Resolution 2) the grant of one free Option for every Share subscribed for and issued.

Terms of the securities: $(c)$

The Shares rank equally in all respects with the existing Shares on issue. The Options, if approved by shareholders, will be issued on the terms and conditions as outlined in Appendix $"D".$

$(d)$ Names of the allottees:

The Shares were issued to sophisticated investors through AEGIS Partners Limited (a London based equity fund).

$(e)$ Intended use of funds raised:

Funds raised from the issue of securities are to be utilised for the ongoing development of the Denny Dalton Uranium & Gold Project in Kwazulu Natal, South Africa.

PROPOSED GRANT OF OPTIONS (Resolution 2) $3.$

Resolution 2 of the Notice of General Meeting proposes the grant of 75,000,000 Options to the parties that subscribed for Shares in the placement completed on 5 December 2006, on the basis of one free Option for every Share subscribed for and issued.

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of options:

$(a)$ Maximum number of options to be issued:

75,000,000

$(b)$ Date by which Acclaim will issue options:

No later than three months after the date of the meeting.

$(c)$ Price at which options to be issued:

The options are being issued free on the basis of one Option for every Share issued to subscribers to the placement of Shares undertaken on 5 December 2006 and which is more particularly described in section 2 above.

$(d)$ Names of the allottees:

The allottees are as described in section 2 (d).

$(e)$ Terms of issue:

The Options will be issued on the terms and conditions as outlined in Appendix "D".

$(f)$ Intended use of funds raised:

The options will be issued free of charge. There are no funds being raised from the allotment as the Options will be issued as part of the securities package paid for by subscribers to the placement of Shares on 5 December 2006, and which are being granted on the basis of one Option for every Share subscribed for and issued.

Dates of allotment: $(a)$

Allofment will occur on one date

$\mathbf{A}$ PROPOSED CAPITAL RAISING - SHARES AND OPTIONS (Resolution 3)

Resolution 3 of the Notice of General Meeting proposes the issue and allotment of 6,000,000 Shares in the capital of Acclaim at an issue price of 3 cents each, together with the grant of one free Option for every Share subscribed for and issued, to raise \$180,000 (before expenses of the issue).

The proposed issue is part of the total placement package completed on 5 December 2006, and for which shareholder approval is required. The placement proposed pursuant to resolution 3, combined with the issue of Shares and Options under resolutions 1 and 2, completes a total capital raising of \$2.43m. An amount of \$180,000 is held in trust pending shareholder approval and the issue and allotment of Shares and Options.

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of shares and options pursuant to resolution 3:

$(a)$ Maximum number of securities to be issued:

6,000,000 Shares and 6,000,000 Options.

$(b)$ Date by which Acclaim will issue securities:

No later than three months after the date of this meeting.

$(c)$ Price at which securities to be issued:

3 cents per Share, together with the grant of one free Option for every Share subscribed for and issued.

$(d)$ Basis upon which allottees will be determined:

The allottees are as described in section 2 (d).

Terms of issue: $(e)$

The Shares will rank equally in all respects with the existing Shares on issue. The Options will be issued on the terms and conditions as outlined in Appendix "D".

$(f)$ Intended use of funds raised:

Funds raised from the issue of securities will be utilised for the ongoing development of the Denny Dalton Uranium & Gold Project in Kwazulu Natal, South Africa.

Dates of allotment: $(a)$

Allofment will occur on one date.

No shareholder/placee would be permitted to have an entitlement exceeding 20% of the issued capital of Acclaim pursuant to the placement proposed under Resolution 3 and therefore no change in control of Acclaim is anticipated as a result of the placement.

Directors and their associates are not entitled to participate in the placement.

5. ALLOTMENT OF INCENTIVE OPTIONS TO DIRECTORS - (Resolution 4)

The purpose of the issue is to remunerate the specified Directors, or their nominees (together the "Participating Directors") as an incentive for future services. The Directors believe that the future success of the Company will depend in large measure on the skills and motivation of the people engaged in and overseeing the management of the Company's operations. It is therefore important that the Company is able to attract and retain people of the highest calibre.

The Directors consider that the most appropriate means of achieving this is to provide the Participating Directors with an opportunity to participate in the Company's future growth and give them an incentive to contribute to that growth.

Issue of options as part of the remuneration packages of Directors, senior executives and key consultants is a well established practice of junior public listed companies and, in the case of the Company, has the benefit of conserving cash whilst properly rewarding Directors, executives and consultants.

In determining the number of Incentive Options to be issued and the terms, consideration was given to the relevant experience and role of each of the Participating Directors, their respective overall remuneration terms, the market price of the Company's shares over the last 3 months, and the terms of the options.

The proposed participants in the issue of Incentive Options and the number of Incentive Options to be issued are:

Name	Position	Tranche A	Tranche B	Tranche C
		Incentive Options	Incentive Options	Incentive Options
		(Exercise price - 5¢)	$(Exercise \text{ price - } 76)$	$(Exercise \text{ price - } 96)$
Mr A Waller	Non Executive Chairman	4.000.000	3,000,000	3,000,000
Mr C Willis	Non Executive Director	4,000,000	3.000.000	3.000.000
Mr T Gillard	Non Executive Director	2,000,000	1,500,000	1,500,000

ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001 require shareholder approval to be obtained for the issue of options to related parties (the Participating Directors).

The options referred to in resolution 4 will be issued free of charge and within one month after the date of this meeting to the nominated Directors.

In accordance with section 219 of the Act (and, in satisfaction of the information requirements of ASX Listing Rule 10.13), the following information is provided to shareholders to allow them to assess whether or not it is in the Company's interests to pass resolution 4:

• $(a)$ Mr A Waller, Mr C Willis and Mr T Gillard are the related parties to whom the proposed resolution would permit a financial benefit to be given. They are a related party to the Company by virtue of section 228 of the Act.
• The nature of the financial benefit to be given to the related parties is the allotment of the $(b)$ Incentive Options for no consideration on the terms and conditions set out in Appendix "A" to "C" to this Explanatory Statement.

The Incentive Options to be allotted will not be quoted on ASX and are non-transferable. The options must be exercised by the relevant expiry date, after which date all of the options automatically lapse.

On the basis of the indicative option value, as detailed below, the value of options proposed to be issued to the related parties, is as follows:

Director	Option Type	Number of Options	Indicative Value S.
Mr A Waller	Tranche A Incentive	4.000.000	36,920
	Tranche B Incentive.	3,000,000	22,800
	Tranche C Incentive.	3,000,000	27,720
			87,440
Mr C Willis	Tranche A Incentive.	4,000,000	36,920
	Tranche B Incentive	3.000.000	22,800
	Tranche C Incentive.	3,000,000	27,720
			87,440
Mr T Gillard	Tranche A Incentive	2,000,000	18,460
	Tranche B Incentive	1,500,000	11,400
	Tranche C Incentive	1,500,000	13,860
			43,720

The current annual directors' remuneration for Messrs Waller, Willis and Gillard is as follows:

Director	Position	Annual
		Remuneration
Mr A Waller	Non Executive Chairman	126,000
Mr C Willis	Non Executive Director	66,000
Mr T Gillard	Non Executive Director	30,000

• $(c)$ Mr Waller, Mr Willis and Mr Gillard do not wish to make any recommendation to members in their capacity as a director of the Company in relation to proposed resolution 4 because of their interest in the proposed grant of incentive options.
• $(d)$ The Participating Directors have an interest in the outcome of proposed resolution 4. Details of the benefits and costs to the Company are contained herein.
• Excluding any securities proposed to be allotted to the related parties pursuant to resolution 4, $(e)$ Mr Waller. Mr Willis and Mr Gillard and their associates have a relevant interest in the securities set out below:

Name	Shares	Options
Mr A Waller	$\mathbf{m}$	$\mathbf{m}$
Mr C Willis	1.000.000	$\blacksquare$
Mr T Gillard	$\blacksquare$	$\blacksquare$

$(f)$ There is no other information known to the Directors or the Company that is reasonably required by shareholders to make a decision whether or not it is in the Company's interests to pass resolution 4, other than as set out throughout this Explanatory Statement (including the current entitlements of the Directors to securities in the Company). The Directors believe that options (for both executive and non-executive directors) are a cost effective benefit for small companies that seek to conserve cash reserves. They also provide an incentive that ultimately benefits both shareholders and the optionholder, as optionholders will only benefit if the market value of the underlying shares exceeds the option strike price.

Potential Benefits

If the options are issued pursuant to the proposed resolution, the Company considers the following benefits arise:

• Mr Waller, Mr Willis and Mr Gillard will have a vested interest in the affairs of the Company. As options are a performance based incentive, they will have that incentive to ensure the market price of the shares of the Company increases to create value in the options and this will benefit all shareholders.
• The issue of options is a non-cash form of remuneration, thus conserving liquid funds.
• The exercise of the options will provide working capital for the company at no significant cost. If all the options proposed to be issued pursuant to resolution 4 are ultimately exercised, an amount of \$1,700,000 would be raised.

Dilution Effect and Potential Costs

The potential cost to the Company of the issue of an aggregate of 25,000,000 Incentive Options pursuant to resolution 4 is that there will be a dilution of the issued share capital if the Incentive Options are exercised. Based on 604,871,353 ordinary fully paid shares and 40,000,000 partly paid shares currently on issue, the exercise of the proposed options to related parties would have a dilution effect of approximately 3.7% of non-associated shareholders interest in the company.

If the other existing options on issue held by third parties were also to be exercised the dilution effect would be significantly smaller. There are currently on issue, 344,113,654 options exercisable at 5 cents each on or before 30 June 2008, with a further 81,000,000 options to be issued pursuant to resolutions 2 and 3. Subject to the passing of resolution 5, there were will also be an additional 10,000,000 Incentive Options on issue.

The Directors do not consider that there are any opportunity costs to the Company or benefits foregone by the Company in respect of the proposed issue of options other than, if the options are exercised at a time when the market price of the Company's shares is greater than the exercise price of the options, there will be a detriment insofar as the Company will be required to issue shares at a price lower than it might otherwise have been able to, with the result that less funds will be raised.

The Directors obtained independent advice to provide an indicative valuation of the Incentive Options proposed to be granted to the related parties for inclusion in this Explanatory Statement.

The indicative value attributable to each Incentive Option using the Black and Scholes Option Pricing Model, on the following assumptions, is:

	Tranche A	Tranche B	Tranche C
Exercise price of options	5 cents	7 cents	9 cents
Underlying value of each share (Closing share price as
at 15 December 2006)	4.2 cents	4.2 cents	4.2 cents
Risk free rate of return (based on 5 year bond rate)	5.91%	5.91%	5.91%
Length of exercise period - Expiry date	31/12/2008	30/6/2009	31/12/2010
Volatility	60%	60%	60%
Notional Indicative Value	$1.32$ cents	$1.09$ cents	$1.32$ cents

It is considered appropriate to adjust the notional indicative value calculated under Black and Scholes by a discount of 30% due to the lack of marketability, as the Incentive Options are non transferable.

The price of the Company's shares quoted on the ASX over the last twelve months has ranged from a low of 2.1 cents on 22 December 2005 and 23 December 2005 to a high of 6.7 cents on 18 October 2006. The latest available price of the Company's shares quoted on the ASX, prior to the date of this Explanatory Statement, on 21 December 2006 was 4.3 cents.

Further details of the terms and conditions of the Incentive Options to be issued are outlined in Appendix "A" to "C". The Incentive Options referred to in resolution 4 will be issued for no consideration and within one month after the date of this meeting.

ASX Requirements

In compliance with the information requirements of ASX Listing Rule 10.13 members are advised of the following particulars in relation to the proposed issue of options under resolution 4:

Maximum number of options to be issued: $(a)$

10,000,000 Tranche A Incentive Options 7,500,000 Tranche B Incentive Options 7,500,000 Tranche C Incentive Options

$(b)$ Date by which the Company will issue options:

No later than one month after the date of the meeting.

$(c)$ Price at which options to be issued:

The options are being issued to remunerate the specified directors as an incentive for future services.

$(d)$ Names of the allottees:

Mr A Waller, Mr C Willis and Mr T Gillard.

$(e)$ Terms of issue:

The Options will be issued for no consideration and on the terms and conditions as outlined in Appendix "A" to "C".

$(f)$ Intended use of funds raised:

The options will be issued for no consideration. There are no funds being raised from the allotment as the options will be issued as an incentive for future services.

Dates of allofment: $(g)$

Allotment will occur on one date.

6. PROPOSED GRANT OF OPTIONS TO OFFICERS OF THE COMPANY - (Resolution 5)

Resolution 5 of the Notice of General Meeting proposes the grant of 10,000,000 Incentive Options to officers of the Company, or their nominees, as follows:

• 4,000,000 Tranche A Incentive Options $\bullet$
• 3,000,000 Tranche B Incentive Options
• 3.000.000 Tranche C Incentive Options

The purpose of the allotment of the Incentive Options is to provide a performance incentive to selected officers of the Company. The options to be allotted will not be quoted on the ASX and are nontransferable. The options must be exercised by the relevant expiry date, after which date all of the options automatically lapse. The Incentive Options will be issued for no consideration.

No directors or their associates will participate in the allotment of Incentive Options approved under Resolution 5.

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of options:

(a) Maximum number of options to be issued:

4,000,000 Tranche A Incentive Options 3,000,000 Tranche B Incentive Options 3,000,000 Tranche C Incentive Options

(b) Date by which Acclaim will issue options:

No later than three months after the date of the meeting.

(c) Price at which options to be issued:

The options are being issued for no consideration as an incentive for work done for the Company.

(d) Names of the allottees:

Selected officers of the Company or their nominee.

(e) Terms of issue:

The Options will be issued on the terms and conditions as outlined in Appendix "A" to "C".

(f) Intended use of funds raised:

The options will be issued for no consideration. There are no funds being raised from the allotment as the options will be issued as an incentive for work done for the Company.

(g) Dates of allotment:

Allotment will occur on one date.

$\overline{7}$ . CAPITAL STRUCTURE

On completion of the issue of shares and options contemplated by this Notice of General Meeting the capital structure of the Company will change as follows:

BEFORE NEW ISSUES

Shares

Number :	Description
604,871,353	fully paid ordinary shares
40,000,000	partly paid ordinary shares

Options

Number 344,113,654 Exercise Price \$0.05

Expiry date 30 June 2008

ON COMPLETION OF NEW ISSUES

Shares

Number	Description
610,871,353	fully paid ordinary shares
40,000,000	partly paid ordinary shares

Options
Number

Upuuns
Number	Exercise Price	Expiry date
425.113.654	\$0.05	30 June 2008
14,000,000	\$0.05	31 December 2008
10,500,000	\$0.07	30 June 2009
10,500,000	\$0.09	31 December 2010

8. DEFINITIONS

Acclaim or the Company	means Acclaim Exploration NL (ABN 99 009 076 233)
ASX	means ASX Limited.
ASX Listing Rules	means the official listing rules of ASX.
Director	means a director of the Company.
Incentive Option	means a Tranche A Incentive Option, Tranche B Incentive Option and Tranche C Incentive Option, individually or in combination, as the circumstance requires.
Option	means an option to acquire a Share at an exercise price of \$0.05 per share on or before 30 June 2008 on the terms and conditions as outlined in Appendix "D".
Tranche A Incentive Option	means an option to acquire a Share at an exercise price of \$0.05 per share on or before 31 December 2008 on the terms and conditions as outlined in Appendix "A".
Tranche B Incentive Option	means an option to acquire a Share at an exercise price of \$0.07 per share on or before 30 June 2009 on the terms and conditions as outlined in Appendix "B".
Tranche C Incentive Option	means an option to acquire a Share at an exercise price of \$0.09 per share on or before 31 December 2010 on the terms and conditions as outlined in Appendix "C".
Share	means a fully paid ordinary share in the capital of the Company and Shares has a corresponding meaning.

APPENDIX "A"

Terms and Conditions of Tranche A Incentive Options

The terms and conditions of the Tranche A Incentive Options are as follows:

• $(a)$ Each option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company.
• $(b)$ The options are exercisable at 5 cents each.
• $(c)$ The options will expire on 31 December 2008 (the "Expiry Date").
• $(d)$ The options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price.
• $(e)$ The options are non transferable.
• $(f)$ All shares issued upon exercise of the options will rank pari passu in all respects with the The company will apply for Official company's then existing ordinary fully paid shares. Quotation by the ASX of all shares issued upon exercise of the options.
• $(q)$ 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 to shareholders during the currency of the options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.
• $(h)$ If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their Options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.
• $(i)$ There is no right to a change in the exercise price of the options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.
• In the event of any reorganisation of the issued capital of the company on or prior to the Expiry $(i)$ Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

APPENDIX "B"

Terms and Conditions of Tranche B Incentive Options

The terms and conditions of the Tranche B Incentive Options are as follows:

• $(a)$ Each option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company.
• $(b)$ The options are exercisable at 7 cents each.
• $(c)$ The options will expire on 30 June 2009 (the "Expiry Date").
• $(d)$ The options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price.
• $(e)$ The options are non transferable.
• $(f)$ All shares issued upon exercise of the options will rank pari passu in all respects with the The company will apply for Official company's then existing ordinary fully paid shares. Quotation by the ASX of all shares issued upon exercise of the options.
• $(q)$ 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 to shareholders during the currency of the options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.
• $(h)$ If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their Options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.
• $(i)$ There is no right to a change in the exercise price of the options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.
• $(i)$ In the event of any reorganisation of the issued capital of the company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

APPENDIX "C"

Terms and Conditions of Tranche C Incentive Options

The terms and conditions of the Tranche C Incentive Options are as follows:

• $(a)$ Each option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company.
• $(b)$ The options are exercisable at 9 cents each.
• $(c)$ The options will expire on 31 December 2010 (the "Expiry Date").
• $(d)$ The options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price.
• $(e)$ The options are non transferable.
• $(f)$ All shares issued upon exercise of the options will rank pari passu in all respects with the The company will apply for Official company's then existing ordinary fully paid shares. Quotation by the ASX of all shares issued upon exercise of the options.
• $(q)$ 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 to shareholders during the currency of the options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.
• $(h)$ If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their Options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.
• $(i)$ There is no right to a change in the exercise price of the options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.
• $(i)$ In the event of any reorganisation of the issued capital of the company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

APPENDIX "D"

Terms and Conditions of Options

The terms and conditions of the Options are as follows:

• $(a)$ Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company.
• $(b)$ The Options are exercisable at 5 cents each.
• $(c)$ The Options will expire on 30 June 2008 (the "Expiry Date").
• $(d)$ The Options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price.
• $(e)$ The Options are freely transferable.
• $(f)$ All shares issued upon exercise of the Options will rank pari passu in all respects with the company's then existing ordinary fully paid shares. The company will apply for Official Quotation by the ASX of all shares issued upon exercise of the Options.
• $(q)$ 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 to shareholders during the currency of the Options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of Options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• $(h)$ If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their Options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their Options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.
• $(i)$ There is no right to a change in the exercise price of the Options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.
• In the event of any reorganisation of the issued capital of the company on or prior to the Expiry $(i)$ Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

The Secretary Acclaim Exploration NL Suite B, 150 Hay Street Subjaco WA 6008

I/We (full name)

of

being a member(s) of Acclaim Exploration NL, hereby appoint as my/our proxy

$\circ$ f

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the general meeting of the Company to be held at 2.00pm on Friday, 16 February 2007 and at an adjournment thereof in respect of % of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

The Chairman intends to vote all undirected proxies in favour of all resolutions, except for resolution 4. The Corporations Act 2001 does not allow the Chairman to vote undirected proxies in the case of resolution 4.

RESOLUTIONS

		FOR	AGAINST	ABSTAIN
1	Ratification of Placement - 5 December 2006		□
2	Grant of Options		П
3	Proposed Capital Raising – Shares and Options		П
4	Allotment of Incentive Options to Directors		□
5	Allotment of Incentive Options to Officers		□

If the member is an individual or joint holder:

Usual Signature

Dated this

day of

Usual Signature

2007.

If the member is a Company:

Signed in accordance with the Constitution of the company the presence of:

Director/Sole Director	Director/Secretary
Dated this	dav of

Sole Director and Sole Secretary 2007.

INSTRUCTIONS AS TO VOTING

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 to the resolution, please place a mark in the box.

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 the resolution and that votes cast by the Chair of the meeting other than as proxy holder will be disregarded because of that interest.

If you do not mark the box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

NOTES

• A member entitled to attend and vote is entitled to appoint not more than two proxies. $\mathbf{1}$ .
• $\overline{2}$ . Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member's votes, each proxy may exercise half of the votes.
• $3₁$ A proxy need not be a member of the Company.
• $\overline{4}$ . A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (Suite B, 150 Hay Street, West Perth, Western Australia, 6008) or sent by facsimile to that office on Fax: 08 9388 8450 to be received not less than 48 hours prior to the time of the meeting.
• 1. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution.