CORAZON MINING LIMITED — AGM Information 2009

Oct 22, 2009

GRAYNIC METALS LIMITED (ACN 112 898 825)

NOTICE OF ANNUAL GENERAL MEETING

– and –

EXPLANATORY STATEMENT

– and –

PROXY FORM

DATE AND TIME OF MEETING: Thursday, 26 November 2009 at 9.00 am (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 Thursday, 26 November 2009.

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 Tuesday, 24 November 2009.

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 2009 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 2009."

2. Ordinary Resolution 2: Re-election of Mr Adrian Byass as a Director

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

"That, Mr Adrian Byass, being a Director appointed on 3 September 2009, retires in accordance with clause 11.11 of the Constitution and, being eligible, is hereby reelected as a Director."

3. Ordinary Resolution 3: Re-election of Mr Jonathan Downes as a Director

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

"That, Mr Jonathan Downes, 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 – Removal of Auditor

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

"That Ord Partners, the current auditor of the Company be removed as the auditor of the Company effective from the date of the Meeting."

5. Special Resolution 5 – Appointment of Auditor

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

"That, subject to the passing of Resolution 4, Mack & Co being qualified to act as auditor of the Company and having consented to act as auditor of the Company, be appointed as the auditor of the Company effective from the date of the Meeting and the Directors be authorised to agree the remuneration."

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 Tuesday 24 November 2009.

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 2009

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 3 of the Annual General Meeting of members to be held at The Celtic Club, 48 Ord St, West Perth, Western Australia, at 9.00 am WST on Thursday, 26 November 2009.

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 2009 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

Shareholders may view the annual financial report of the Company for the financial year ended 30 June 2009 on its website at www.graynicmetals.com.au.

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 2009 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: RE-ELECTION OF MR ADRIAN BYASS 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 Adrian Byass, 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 Byass has over thirteen years experience in the mining and minerals industry. This experience has principally been gained through mining, resource estimation, and mine development roles for several gold and nickel mining and exploration companies. Through

Graynic Metals Limited ACN 112 898 825 EXPLANATORY STATEMENT

his experience in resource estimation and professional association membership, Mr Byass is a competent person for reporting to the ASX for certain minerals. Mr Byass has also gained experience in corporate finance and financial modelling during his employment with publicly listed mining companies. Mr Byass was a founder of Siberia Mining Corporation Limited and Hibernia Gold (renamed Moly Mines Limited). Mr Byass is currently a non- Executive Director of Wolf Minerals Limited and an Executive Director of Ironbark Gold Limited. He has a Bachelor of Science Honours (Geology), a Bachelor of Economics and is a fellow of the Society of Economic Geologists and a member of the Australian Institute of Geologists.

4. RESOLUTION 3: TO RE-ELECT MR JONATHAN DOWNES 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.

The Company currently has 3 Directors and accordingly Mr Jonathan Downes must retire.

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

Mr Downes has over thirteen years experience in the minerals industry and has worked in various geological and corporate capacities. He has experience in nickel, gold and base metals and has been intimately involved with numerous private and public capital raisings. Mr Downes was a founding director of Hibernia Gold (renamed Moly Mines Limited) and Siberia Mining Corporation Limited. He was an Executive director of Siberia Mining Corporation Limited and is currently a non-Executive director of Graynic Metals Limited, Wolf Minerals Limited, Waratah Gold Limited and the Managing Director of Ironbark Gold Limited. Mr Downes has a Bachelor of Science (Geology) and is a member of the Australian Institute of Geologists.

5. RESOLUTION 4: Removal of Auditor

Under Section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which 2 months notice of intention to move the resolution has been given. The notice of intention to remove Ord Partners is provided to Shareholders with this Notice of Annual General Meeting.

It should be noted that under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

The Company provides the notice of intention to Shareholders and seeks the approval to remove the auditor even though the meeting will be held less than 2 months after the notice of intention is given in Annexure A to this Notice.

6. RESOLUTION 5: Appointment of Auditor

Under Section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under Section 329 of the Corporations Act.

If Ord Partners is removed under Resolution 4, the Directors propose that Mack & Co be appointed as the Company's auditor effective from the Meeting.

Graynic Metals Limited ACN 112 898 825 EXPLANATORY STATEMENT

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a shareholder for Mack & Co to be appointed as the Company's auditor. A copy of this nomination is attached to this Explanatory Statement as Annexure B.

Mack & Co has given its written consent to act as the Company's auditor subject to Shareholder approval of this Resolution 5.

If Resolutions 4 and 5 are passed, the appointment of Mack & Co the Company's auditor, will take effect at the close of this AGM.

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.

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 Rules"	The Official Listing Rules of ASX as amended from time 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 Annual General Meeting"	This notice of annual general meeting which 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.

ANNEXURE A - NOTICE OF INTENTION TO REMOVE AUDITOR

15 October 2009

The Company Secretary Graynic Metals Limited
350 Hay Street Subiaco WA 6008

David Round requests that at the 2009 Annual General Meeting of Graynic Metals Limited (Company). the Company consider, and if thought fit, pass resolutions that:

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$(a)$ Ord Partners be removed as the auditor of the Company; and

$(b)$ Mack & Co be appointed as the new auditor of the Company.

Yours faithfully

SIGNED by
David Round

in the presence of:

Signature of Witness

Dlar.

(Signature)

JUSTINE SULTANA Full Name of Witness (BLOCK LETTERS)

Hutti

LEVEL 1, 350 HAY STREET, SUBIACO 6008 Address

ACCOUNTANT

Occupation

15 October 2009

The Company Secretary Graynic Metals Limited 350 Hay Street Subiaco WA 6008

Dear Sirs

NOMINATION OF MACK & CO AS AUDITOR OF GRAYNIC METALS LIMITED

I David Round being a shareholder of Graynic Metals Limited (Company), hereby nominate Mack & Co of 2nd Floor, 35 Havelock St, West Perth, Western Australia for appointment as auditor of the Company at its 2009 Annual General Meeting.

I consent to the distribution of a copy of this notice of nomination as an annexure to the Notice of Meeting and Explanatory Statement for the 2009 Annual General Meeting of the Company as required by section 328B(3) of the Corporations Act 2001.

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Yours faithfully

SIGNED by

David Round

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(Signature)

in the presence of: fulles

Signature of Witness

JUITINE SULTANA Full Name of Witness

(BLOCK LETTERS)

LEVEL I 350 HAY STREET SUBIACO 6008 Address

ACCOUNTANT

Occupation

PROXY FORM

APPOINTMENT OF PROXY GRAYNIC METALS LIMITED ACN 112 898 825

I/We	ANNUAL GENERAL MEETING
of
	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 Thursday, 26 November 2009 at The Celtic Club, 48 Ord Street, West Perth, Western Australia 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 5 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 5 and that votes cast by the Chair of the Annual General Meeting for Resolutions 1 to 5 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 5 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 5.

OR

Voting on Business of the Annual General Meeting
	FOR	AGAINST	ABSTAIN
Resolution 1 – Adoption of remuneration report Resolution 2 – Re-election of Director – Adrian Byass
Resolution 3 – Re-election of Director – Jonathan Downes
Resolution 4 – Removal of Auditor
Resolution 5 – Appointment of Auditor

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.
• 1. (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.
• 1. (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.
• 1. (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.
• 1. (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 9.00 am (WST) on Tuesday 24 November 2009.

Proxy forms received later than this time will be invalid.