CORAZON MINING LIMITED — AGM Information 2008

Oct 14, 2008

GRAYNIC METALS LIMITED (ACN 112 898 825)

NOTICE OF ANNUAL GENERAL MEETING

– and –

EXPLANATORY STATEMENT

– and –

PROXY FORM

DATE AND TIME OF MEETING: Monday, 17 November 2008 at 9.00am (WST)

VENUE: The Celtic Club 48 Ord Street WEST PERTH WA 6005

These documents should be read in their entirety. If shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6364 0518.

NOTICE OF MEETING

Notice is hereby given that the Annual General Meeting of the members of Graynic Metals Limited ( “Graynic” or the “Company” ) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia at 9.00am (WST) on Monday, 17 November 2008.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 9.00am (WST) on Saturday, 15 November 2008.

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

AGENDA

ORDINARY BUSINESS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

To consider and, if thought fit, to pass, with or without modification, the following ordinary resolutions:

1. Ordinary Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without modification, the following resolution as a non-binding resolution:

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2008.”

2. Ordinary Resolution 2: To re-elect Mr Mark Fletcher as a Director

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

“That, Mr Mark Fletcher, being a Director appointed on 28 May 2008, retires in accordance with clause 11.11 of the Constitution and, being eligible, is hereby reelected as a Director.”

3. Ordinary Resolution 3: To re-elect Mr Ivan Hoffman as a Director

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

“That, Mr Ivan Hoffman, being a Director, retires by rotation in accordance with clause 11.3 of the Constitution and, being eligible, is hereby re-elected as a Director.”

4. Ordinary Resolution 4: Ratification of Prior Issue- Shares

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

2

“ That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 3,000,000 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 of their associates. 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.

PROXIES

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

• (a) post to Graynic Metals Limited at Level 1, 350 Hay Street, Subiaco, Western Australia 6008; or

• (b) facsimile to the Company on facsimile number (+61 8) 6210 1872,

so that it is received not later than 9.00am (WST) on Saturday 15 November 2008.

Proxy Forms received later than this time will be invalid.

, BY ORDER OF THE BOARD

David Round Company Secretary GRAYNIC METALS LIMITED

Dated: 14 October 2008

3

Graynic Metals Limited ACN 112 898 825 EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders of Graynic Metals Limited (“Graynic” or the “Company”) in connection with Resolutions 1 to 4 of the Annual General Meeting of members to be held at The Celtic Club, 48 Ord St, West Perth, Western Australia 6005, at 9.00am WST on Monday, 17 November 2008.

This Explanatory Statement should be read in conjunction with the accompanying Notice of Meeting. Please refer to Section 7 of this Explanatory Statement for a Glossary of Terms.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

In accordance with Section 250R(2) of the Corporations Act, the Company must put to Shareholders a resolution that the Remuneration Report be adopted the Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2008 and includes all of the information required by Section 300A of the Corporations Act, including:

• board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of directors, secretaries and senior managers of the Company;

• discussion of the relationship between such policy and the Company’s performance; and

• the prescribed details in relation to the remuneration of each Director and certain executives.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

3.

RESOLUTION 2: TO RE-ELECT MR MARK FLETCHER AS A DIRECTOR

Clause 11.11 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Resolution 2 seeks approval for the election of Mr Mark Fletcher, who retires in accordance with Clause 11.12 of the Company's Constitution and, being eligible, offers himself for reelection as a Director of the Company, with effect from the end of the meeting.

Mr Fletcher has considerable exploration experience most recently with BHP Billiton as Project Leader – Base Metal and Bulk Commodities for the Australia South Asia Region. Prior to this Mr Fletcher had 12 years experience with WMC Resources. Mr Fletcher currently has responsibility for all exploration activities and technical advice for the company. Mr Fletcher has a Bachelor’s Degree in Applied Science (Geology), a Master of Science and is a member of the Australian Institute of Geoscientists, the Society of Economic Geologists and the Australian Institute of Company Directors.

4

Graynic Metals Limited ACN 112 898 825 EXPLANATORY STATEMENT

4. RESOLUTION 3: TO RE-ELECT MR IVAN HOFFMAN AS A DIRECTOR

Clause 11.3 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for reelection.

Resolution 3 seeks approval for the election of Mr Ivan Hoffman, who retires in accordance with Clause 11.3 of the Company's Constitution and, being eligible, offers himself for reelection as a Director of the Company, with effect from the end of the meeting.

Mr Hoffman is a Certified Practising Accountant and a Fellow of the Institute of Corporate Managers, Secretaries and Administrators. For 19 years, Mr Hoffman was a corporate advisory consultant specialising in mergers and acquisitions and company reconstructions, during which period he served on the boards of several public listed companies. Mr Hoffman is currently a non-executive director of Saracen Mineral Holdings Limited and chairman of the Fortron group of companies.

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES

5.1 General

On 9 October 2007, the Company issued 3,000,000 Shares to Australian investor clients of Indian Ocean Capital Pty Ltd.

The subscribers pursuant to this issue were not related parties of the Company.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Share Ratification).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

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 Share Ratification:

• (a) 3,000,000 Shares were allotted on 9 October 2007;

• (b) the issue price was $0.20 per Share;

5

Graynic Metals Limited ACN 112 898 825 EXPLANATORY STATEMENT

• (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 Australian investor clients of Indian Ocean Capital Pty Ltd; and

• (e) the funds raised from this issue were used to undertake exploration and development of a number of projects owned by the Company. A strategic review of a number of potential projects to acquire was also undertaken and continues to be undertaken this year.

ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read this Explanatory Statement carefully before deciding how to vote on each Resolution.

Attached to the Notice of Meeting is a proxy form for use by Shareholders. Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to complete, sign and return the proxy form to the Company in accordance with the instructions contained in the proxy form and the Notice of Meeting. Lodgement of a proxy form will not preclude a shareholder from attending and voting at the Meeting in person.

Enquiries

All enquiries in relation to the contents of the Notice of Meeting or Explanatory Statement should be directed to the Company Secretary, Mr David Round on (+61 8) 6364 0518.

6

7. GLOSSARY OF TERMS

In this Explanatory Statement the following terms have the meaning set out below:

“ACN”				Australian Company Number
“Annual General Meeting				The meeting convened by the Notice of Meeting
“ASIC”				Australian Securities and Investments Commission.
“ASX”				The Australian Securities Exchange
“ASX Listing	Rules”	or	“Listing	The Official Listing Rules of ASX as amended from time
Rules”				to time.
“Board”				The current board of directors of the Company.
“Business Day”				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.
“Constitution”				The Company’s constitution.
“Corporations Act”				The Corporations Act 2001 (Commonwealth).
“Director”				A director of Graynic Metals Limited.
“Explanatory Statement”				The explanatory statement accompanying the Notice of
				Meeting.
“Graynic” or “Company”				Graynic Metals Limited (ABN 112 898 825).
“Notice of Meeting” or		“Notice of		This notice of annual general meeting which
Annual General Meeting”				accompanies this Explanatory Statement.
“Option”				An option to acquire a Share.
“Optionholder”				A holder of an Option.
“Resolutions”				The resolutions set out in the Notice of Meeting.
“Share”				A fully paid ordinary share in the capital of the Company.
“Shareholder”				The registered holder of a Share in the Company.
“WST”				Western Standard Time as observed in Perth, Western
				Australia.

PROXY FORM

APPOINTMENT OF PROXY GRAYNIC METALS LIMITED ACN 112 898 825

ANNUAL GENERAL MEETING

I/We

of

==> picture [425 x 36] intentionally omitted <==

being a member of Graynic Metals Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, 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 to be held at 9.00 am (WST), on Monday, 17 November 2008 at The Celtic Club, 48 Ord Street, West Perth, WA, 6005 and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the Annual General 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 Resolutions 1 to 4 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 4 and that votes cast by the Chair of the Annual General Meeting for Resolutions 1 to 4 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 4.

OR

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of remuneration report Resolution 2 – Re-election of Director - Mark Fletcher Resolution 3 – Re-election of Director – Ivan Hoffman Resolution 4 – Ratification of Prior Issue – Shares

==> picture [31 x 41] intentionally omitted <==

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.

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):

______

GRAYNIC METALS LIMITED ACN 112 898 825

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and vote at an Annual 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.

( Signing Instructions ):

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

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

• ( 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.

• ( 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.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual 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 Annual General Meeting.

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

• (a) post to Graynic Metals Limited, Level 1, 350 Hay Street, Subiaco, Western Australia, 6008 or

• (b) facsimile to the Company on facsimile number (+61 8) 6210 1872,

so that it is received not later than 9.00am (WST) on Saturday 15 November 2008.

Proxy forms received later than this time will be invalid.