CONNECTED MINERALS LIMITED — Proxy Solicitation & Information Statement 2012

Sep 12, 2012

LEOPARD RESOURCES NL ACN 009 076 233 NOTICE OF GENERAL MEETING

TIME : 10.00am (WST) DATE : Tuesday 16 October 2012 PLACE : Kailis Boardroom Kailis Bros Fish Markets and Cafe Level 1 101 Oxford Street Leederville Western Australia 6007

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 wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9381 2517.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Schedule 1 - Terms and Conditions of Converting Loan Options	12
Glossary	13
Proxy Form	14

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am(WST) in the Kailis Boardroom. Kailis Bros Fish Markets and Cafe, Level 1, 101 Oxford Street, Leederville, Western Australia 6007.

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5.00pm(WST) on 12 October 2012.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

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• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – APPROVAL TO ISSUE SHARES AND OPTIONS ON CONVERSION OF CONVERTING LOANS

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, approval is given for the Directors to allot and issue 300,000,000 Shares and 300,000,000 options on conversion of converting loans in the amount of $1,500,000 in accordance with the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any 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 holder of ordinary securities, and any associates of those persons. 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 – RATIFICATION OF PRIOR SHARE ISSUES

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 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 31,500,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. 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: 12 SEPTEMBER 2012

BY ORDER OF THE BOARD

MR JAMIE SCORINGE COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

3. BACKGROUND

3.1 Application of Listing Rules

ASX has confirmed the application of ASX Listing Rule 11.1.2 to the Company in relation to the proposed acquisition of the Rincon Lithium Project in Argentina (“ Project ”). The application of ASX Listing Rule 11.1.2 requires the Company to obtain shareholder approval to proceed with the Project. The Company is also in the process of preparing a notice of meeting (“ Notice ”). This Notice will contain fulsome disclosure including, but not limited to, an independent geologist’s report and solicitor’s report on the Project, an independent accountant’s report, a detailed work program and description of funding requirements and proposed use of funds in relation to the Company’s projects (“ Necessary Documentation ”) In addition to the Notice, the Company proposes to issue a prospectus in accordance with the timetable set out at 3.4, below.

Further to the announcement made on 4 May 2012, the Company has no need at the present time to drawdown on the facility with Truestone Capital Specialist Investment (Jersey) Limited and accordingly, no longer intends to seek shareholder approval for the facility.

3.2

Due Diligence

It is the Company’s intention to complete the due diligence by 30 September 2012 to satisfy the first step in acquiring the Project. The Company would like to note that while the due diligence has been slow in some respects, for example due to the need to translate documents from Spanish, the Company remains confident that it will proceed with the Project and is in the process of collating the Necessary Documentation.

To date the Company has received two reports on the Project from the vendor. The first report was a project overview while the second was a science paper on the asset and location of the Project. The Company is in consistent contact with the vendor and expects legal documentation (including title) to be forthcoming. However, the two reports it has received are not in a form appropriate for release to the market.

3.3 Post Settlement Activities

Lithium production is a simple process which is based on the chemical reaction between purified solutions of lithium chloride with a saturated solution of soda ash with generates precipitates of lithium carbonate brine by evaporation ponds. Lithium brine, coming from a natural deposit, is purified and subsequently concentrated through solar evaporation on lined ponds in different sizes. The slurry is then filtered and washed and sent to a repulping stage to remove additional impurities before finally being centrifuged, dried and packaged in big bags for transportation. Accordingly the production process for lithium is very simple and does not require a huge amount of working capital.

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3.4 Indicative Timetable

Indicative Timetable
Dispatch Notice of Meeting 1*1	14 September 2012
Completion of Due Diligence	30 September 2012
Final documentation in relation to Project Acquisition	7 October 2012
Proposed meeting date relating to Notice of Meeting 1	16 October 2012
Issue of Shares in relation to the Notice of Meeting 1	16 October 2012
Dispatch Notice of Meeting 22	15 October 2012
Lodge Prospectus	28 October 2012
Proposed meeting date relating to Notice of Meeting 2	14 November 2012
Close Prospectus	28 November 2012
Issue Shares under the Prospectus	4 December 2012

Notes

1. Notice of Meeting 1 means this Notice of Meeting.

2. Notice of Meeting 2 means the proposed Notice of Meeting to approve the Project.

4. RESOLUTION 1 – APPROVAL TO ISSUE SHARES AND OPTIONS ON CONVERSION OF LOANS

4.1 General

As announced on 24 August 2012, the Company proposed to raise up to $1,500,000 from sophisticated investors under one or more converting loan agreements ( Converting Loans ). As announced on 1 August 2012 in the Company’s Quarterly Activities Report, the Company has already raised $879,000 from Converting Loans during the quarter (see 4.3 below for further details).

Subject to the receipt of Shareholder approval pursuant to Resolution 1, the funds advanced to the Company under the Converting Loans will be converted to Shares at an issue price $0.005 per Share, together with one free attaching option for each Share issued.

Resolution 1 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of 300,000,000 Shares and 300,000,000 Options on conversion of the Converting Loans in the amount of $1,500,000.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

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The effect of Resolution 1 will be to allow the Directors to issue the Shares and options within the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s annual 15% placement capacity.

4.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of Shares and free attaching options:

• (a) the maximum number of securities to be issued upon conversion of the $1,500,000 Converting Loans is 300,000,000 Shares and 300,000,00 Options;

• (b) the deemed issue price will be $0.005 per Share with an attached 1:1 unlisted option exercisable at $0.01 and expiring 30 June 2014;

• (c) the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (d) the Shares and Options will be allotted and issued to sophisticated and professional investors, being the lenders under the Converting Loan. The subscribers are not related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (g) the Company intends to use the funds advanced under the Converting Loans to fund its projects and working capital and to settle existing debt.

4.3 Further Information Relating to Converting Loans

• (a) The loan funds are intended to be converted into 300,000,000 Shares and 300,000,000 Options, subject to the Company obtaining Shareholder approval to the Conversion of the issue of Shares. At present the Loans are a liability of the Company, repayable or convertible in accordance with their terms. Pursuant to the terms of the Loans the lenders may at any time require immediate repayment of the Loans. The Company has sought and obtained verbal agreement from each of the lenders that they will not seek repayment prior to shareholder approval at the Company’s upcoming shareholder meeting.

Further key terms of the Convertible Loans include:

• (i) Interest on the loan is to be computed on a daily basis on a year of 365 days;

• (ii) The rate of interest payable on the each Loan is 10% per annum;

• (iii) If Shareholder approval is not obtained, the Company must give the Lenders the option of converting immediately when the Company can in accordance with the ASX Listing Rules.

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• (iv) At the option of the Lender, all Loans, interest on Loans and all other money the payment of which forms part of the Loans obligations shall become immediately due and payable by the Borrower to the Lender notwithstanding any previous delay or waiver by the Lender where a default event occurs. Events of default include (but are not limited to) the Borrower being in breach of any part of the Loan and, if that default is capable of remedy, it is not remedied within 14 days of written notice of such default being given to the Borrower.

To date, the following lenders have provided loans totalling $898,000 to the Company:

Icerig Nominees Pty Ltd	AU$328,000
Bluebase Pty Ltd	AU$100,000
Palla Nominees Pty Ltd	AU$100,000
Ondrive Investments P/L	AU$15,000
Alimold Pty LTD	AU$40,000
Ms Anne -Carita Kontkan and John Hildred Super Duper Super Fund	AU$15,000
Ajava Holdings Pty Ltd	AU$250,000
Mount Street Investments PTY LTD < The MJ Blake S/F A/C>	AU$25,000
Westglade Pty Ltd	AU$25,000
Total	AU$898,0001

Notes

We note of the $898,000 now received by the Company, only $879,000 had been received at the time of the Quarterly Report announced on 1 August 2012.

4.4 Use of Funds

The following table provides a breakdown on the use of the funds raised under the Convertible Loans:

Project-related expenses	Cost	Further information
Project deposit paid (€200,000)	AU$250,000	N/A
Company representatives sent to the Project site in Argentina	AU$80,000	This fee includes (but is not limited to) flights, accommodation and other travel expenses

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Establishment of the SPV ($54,000)	AU$27,000		Legal Fees
	AU$12,000		Government statutory charges
	AU$10,500		Local technical assistance
	AU$4,500		Further expenses
Repayment of Loan to Stratos (SAT)	AU$100,000		N/A
Payments to Company Debtors ($310,973)	AU$182,108		Employees/ in-house Consultants
	AU$26,530		Share Registry/ ASX
	AU$15,826		Shareholder Mail outs/ Meetings
	AU$59,161		General office expenses including rent, electricity, storage etc.
	AU$7,669		Insurance
	AU$19,679		Audit/ Tax
Capital Raising Fee	AU$28,000		Fee relating to the raising of funds pursuant to the Loans. This fee has been set aside by the Company to pay AFS Licensees.
Working Capital and Legal Fees	AU$237,528		N/A
Expenditure on Nacimiento Project ($239,499)	AU$213,080 (Stage 1)		The Company is proceeding with its exploration on the Nacimiento project in the USA. Expected results from the exploration programme were anticipated during the period of June to August of 2012. This project has been delayed by funding1and weather systems specific to the geography of the area. This figure reflects the current stage of Project Management expenditure and includes costs relating to engaging land management people in the USA to employ local contractors to undertake work on the Project. This work includes: Stage One:

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			a. Pegging the open area between the Los Pinos Lode Claim block and the SanMiguel Mine (53 Claims). b. Pegging the proposed CU Claim Block (68 claims) contiguous to and south off the Nacimiento Mine and mill site. Proposed future work includes: Stage Two a. Flying a low helicopter airborne mag/radiometric survey over the Nacimiento trend looking for lookalikes similar to Olympic Dam/ABRA. The Results will identify non-outcropping anomalies and indicate additional targets to acquire by pegging, thereby eliminating competition. b. Conducting a detailed ground gravity survey based on mag/radiometric targets. c. Conducting a geological literature/well log search after completing interpretation of the regional airborne mag/radiometrics survey on the areas of interest. d. Preparing geological reports and assist in permit applications. These funds also include lease payments.
	AU$18,719		Travel
	AU$7,700		Consulting Geologists have been engaged to peg the first stage of the project. This fee includes the employment of other third parties.
Proposed Project Joint Venture Expenditure	AU$200,000		Including establishment of Ponds. Please refer to section 3.3 for further significance of the ponds.
Total	$1,500,000

Notes

1. The Nacimiento Project was first announced to the market in March 2011.

As announced in the Quarterly Activities Report on 31 October 2011, the Company intended to commence legal proceedings against JC Long Term Value Fund (“ JCLTF ”) after the conduct of JCLTF and its parent company AGS Capital Group LLC in relation to the funding facility was conducted contrary to the Corporations Act 2011 and was damaging the interests of the Company and its shareholders (“ Dispute ”). Funding from

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this facility was earmarked for use towards the Nacimiento Project. As a result of the Dispute, those funds were never able to be applied towards the Nacimiento Project.

This Dispute settled towards the end of 2011 as the winter in Nacimiento commenced. The weather in Nacimiento during the winter months (primarily December through to February) is extremely cold and prevents work being undertaken on the ground. During these months the ground becomes icy making it difficult to access the area and conduct exploration activities.

In July 2012 the Company sought approval from the ASX to permit it to issue a notice of meeting to raise further funds to recommence exploration on the Project.

4.5 Dilutionary Effect of Securities

Dilutionary Effect of Securities
	Number of Shares	Dilutionary effect
Share currently on issue	252,309,678	100%
Shares on issue on conversion	552,309,678	45.70%
Shares and Options on issue on Conversion	852,309,678	29.60%

5. RESOLUTION 2 – RATIFICATION OF PRIOR SHARE ISSUES

5.1 General

On 25 May 2012 the Company issued 31,500,000 Shares at an issue price of $0.006 per Share to raise $189,000 ( Placement ).

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) 31,500,000 Shares were allotted;

• (b) the issue price was $0.006 per Share;

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• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to unrelated creditors. None of these subscribers are related parties of the Company; and

• (e) No funds were raised from this issue. The shares were issued to conserve cash and to settle Company debts which included debts incurred during the negotiated withdrawal and termination from the Mangalisa Project.

When the Company withdrew from the Mangalisa Project, a dispute between the vendor and the Company arose regarding whether the Company could withdraw from the Mangalisa Project without having contributed significant exploration expenditure.

The Company engaged Rosepoint Capital Pty Ltd to provide its services to negotiate a withdrawal from the Mangalisa Project. Ultimately, the Company was able to withdraw from the Mangalisa Project without incurring any further liability. The Company agreed with Rosepoint Capital Pty Ltd to satisfy its obligations under the consultancy arrangements by the issue of 24,000,000 shares.

With respect to settling Company debts, Mr James Thompson (5,000,000) and Corporate Starboard Pty Ltd (2,500,000) assisted the Company in negotiating and arranging a placement in August 2011. Please see announcement dated 1 September 2011.

None of the subscribers were or are related parties of the Company.

6. ENQUIRIES

Shareholders are requested to contact Jamie Scoringe on (+ 61 8) 9381 2517 if they have any queries in respect of the matters set out in these documents.

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SCHEDULE 1 – TERMS AND CONDITIONS OF CONVERTING LOAN OPTIONS

The options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each option gives the optionholder the right to subscribe for one Share.

• (b) The options will expire at 5.00pm (WST) on 30 June 2014 ( Expiry Date ). Any option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each option will be $0.01 ( Exercise Price ).

• (d) The options held by each optionholder may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.

• (e) An optionholder may exercise their options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of options specifying the number of options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of options being exercised;

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of options specified in the Exercise Notice.

• (h) The Options are not transferable.

• (i) All Shares allotted upon the exercise of options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

• (m) An option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the option can be exercised .

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GLOSSARY

$ means Australian dollars.

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 Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Leopard Resources NL (ACN 009 076 233).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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.

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PROXY FORM

APPOINTMENT OF PROXY LEOPARD RESOURCES NL ACN 009 076 233

GENERAL MEETING

I/We of

==> picture [425 x 19] intentionally omitted <==

==> picture [424 x 19] intentionally omitted <==

being a member of Leopard Resources NL entitled to attend and vote at the General Meeting, hereby

Appoint

==> picture [425 x 19] intentionally omitted <==

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 10.00am (WST), on 16 October 2012 at Kailis Boardroom. Kailis Bros Fish Markets and Cafe, Level 1, 101 Oxford Street, Leederville, Western Australia 6007, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 - Approval to Issue Shares and Options on Conversion of Loan Resolution 2 – Ratification of prior issues of shares

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signature of Member(s):

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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LEOPARD RESOURCES NL ACN 009 076 233

Instructions for Completin g ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

4. ( Individual ): Where the holding is in one name, the member must sign.

5. ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

6. ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

7. ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

8. ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member 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 member is suspended while the member is present at the General Meeting.

9. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

10. (a) post to Leopard Resources NL, PO Box 8 West Perth, WA 6872; or

11. (b) via email to info@leopardresources.com.au attaching a scanned and signed copy of the proxy document; or

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

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