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CORAZON MINING LIMITED Proxy Solicitation & Information Statement 2006

Jan 18, 2006

64747_rns_2006-01-18_edd3a841-e8ac-4b23-b48f-cb02c2f760b6.pdf

Proxy Solicitation & Information Statement

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GRAYNIC METALS LIMITED ABN 87 112 898 825

NOTICE OF GENERAL MEETING

$-$ and $-$

EXPLANATORY STATEMENT

$-$ and $-$

PROXY FORM

TIME: 10.00am WST Friday 17 February 2006 DATE: PLACE: 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.

GRAYNIC METALS LIMITED

ABN 87 112 898 825

CONTENTS

Notice of Meeting
Explanatory Statement
Proxy Form

GRAYNIC METALS LIMITED

ABN 87 112 898 825

NOTICE OF MEETING

Notice is hereby given that the General Meeting of the members of Gravnic Metals Limited ("Graynic" or the "Company") will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia at 10.00am on 17 February 2006.

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

AGENDA

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

$\mathbf{1}$ . Ordinary Resolution 1 - Acquisition Of Interest In Resource Investment Group Ptv Ltd

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

"That, for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, approval is given for the Company to issue in total:

  • a) 10,000,000 Shares at a deemed issue price of \$0.20 each; and
  • 4,000,000 Options; b)

to Megan Ruth Roberts, Fleur Lesley Schell and Katrina Peta Downes (or their nominee(s) on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

  • $\mathbf{1}$ . Prior to making a decision with respect to Resolution 1, members should refer to Section 1 of the Explanatory Statement which accompanies this Notice of Meeting.
  • $\overline{2}$ . 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 may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons.

$\overline{2}$ . Ordinary Resolution 2 - Ratification and Approval of Issue and Allotment of Shares

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, this meeting approves and ratifies the issue and allotment of 2,500,000 Shares at an issue price of 20 cents each".

    1. Prior to making a decision with respect to Resolution 2, members should refer to Section 2 of the Explanatory Statement which accompanies this Notice of Meeting.
  • $2.$ Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who participated in the issue and a person who obtained or may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons.

The details of the persons who participated in the issue are disclosed in the Explanatory Statement accompanying this Notice of Meeting.

GRAYNIC METALS LIMITED ABN 87 112 898 825

PROXIES

  • $\ddagger$ . A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote instead of the member. If two proxies are appointed, and a member does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes. A proxy need not be a member of the Company.
  • $\overline{2}$ . In order to vote on behalf of a company that is a shareholder of Graynic, a valid Power of Attorney in the name of the attendee, must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.
    1. Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be lodged at the registered office of the Company, at Level 2, 22 Oxford Close, LEEDERVILLE, WA, 6007, or by facsimile (61 8) 9381 1068 not less than 48 hours before the time of the Meeting or resumption of an adjourned meeting at which the person named in the instrument proposes to vote.
  • $4.$ An instrument appointing a proxy:
  • a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;
  • b) may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;
  • c) shall be deemed to confer authority to demand or join in demanding a poll:
  • d) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act 2001;
  • proxies appointing the Chairman which do not specify the way in which the proxy is to $e)$ vote on a particular resolution will be recorded as voting in favour of the resolutions.

ATTENDANCE AND VOTING ELIGIBILITY

For the purpose of regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that Shares held at 5.00pm WST on 15 February 2006 will be taken, for the purposes of this General Meeting, to be held by the persons who held them at that time.

BY ORDER OF THE BOARD

Kent M. Hunter Company Secretary Dated: 17 January 2006

EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement has been has been prepared for the information of Shareholders of Gravnic Metals Limited ("Gravnic" or the "Company") in connection with Resolutions 1 and 2 of the General Meeting to be held at the Celtic Club, 48 Ord Street. West Perth, Western Australia at 10.00am WST, Friday, 17 February 2006.

This Explanatory Statement should be read in conjunction with the accompanying Notice of Meeting. Please refer to Section 3 of this Explanatory Statement for a glossary of terms.

$1.$ RESOLUTION 1 - ACQUISITION OF INTEREST IN RESOURCE INVESTMENT GROUP PTY LTD

Background

On 12 December 2005, the Company announced that it had entered into an Agreement with Resource Investment Group Pty Ltd (RIG), to acquire three high quality projects near Broken Hill and another at Gulf Creek near Tamworth in New South Wales (Projects). The Projects, which are described in more detail below, include an identified scheelite (tungsten) resource with the possibility of early production, as well as two highly prospective copper projects. Other targets include Cu-Pb-Zn-Ag mineralization in a Broken Hill setting, porphyry copper, tin, and shear zone hosted gold.

The Projects are to be acquired by way of the acquisition of 100% of the issued capital of RIG.

The beneficial ownership of the shares in RIG is as follows:

  • a) Megan Ruth Roberts 33.33%
  • b) Fleur Lesley Schell 33.3%; and
  • c) Katrina Peta Downes 33.3%,

(together, the Vendors). None of the Vendors are related parties of the Company. None of the Vendors, either prior to, or post the issue the subject of this resolution, hold in excess of 20% of the issued capital of the Company.

Resolution 1 seeks Shareholder approval for the issue of securities to the Vendors (or their nominee(s)), in consideration for the Acquisition.

The consideration in respect of the Acquisition will be paid to the Vendors (or their nominee(s)) in the above proportions.

Background on Resource Investment Group Pty Ltd and the Projects:

NSW PROJECTS

RIG's prime assets comprise four projects, being Yanco Glen (EL application 2453), Wertago (EL 6424), and Copper Ridge (EL 6435) in the Broken Hill area, and Gulf Creek (EL application 2556) in the Tamworth area. The Yanco Glen and Gulf Creek applications have been recommended for approval.

EXPLANATORY STATEMENT

Yanco Glen Project

Highlights

  • Identified scheelite resources with possibility of early production $\bullet$
  • Potential for shear-hosted gold

Scheelite is calcium tungstate (CaWO4) and is one of the two main ores of tungsten metal. Tungsten is used in the manufacture of certain hard steels and alloys and is in great demand at the moment due to the upsurge of steelmaking in China. Scheelite is often sold as a concentrate produced on site in a relatively cheap and straightforward process.

The identified scheelite resources at Yanco Glen occur in the south of the tenement at a distance of about 30km north of Broken Hill. Scheelite was mined on a small scale in the 1930s and the small workings define the line of lode over a distance of about 2km. Between 1980 and 1984 CRA Exploration (CRAE) investigated the scheelite potential and estimated that there could be a substantial scheelite resource present.

Indications from the geology and data available suggest that an exploration target in the range of 1 to 2Mt at average grades of around 0.5%W could be present. This is based upon detailed geological mapping, UV lamping (scheelite fluoresces under ultraviolet light), rock chip sampling and some drilling over the 2km long extent of workings. This potential quantity and grade of mineralisation is only conceptual in nature as there is insufficient exploration data currently available to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.

A second line of workings occurring about 1 km further east was not tested by CRAE but lies within the Yanco Glen tenement, providing additional upside to the project. The two target zones are well defined and a drill out of the scheelite resource will commence early in 2006.

A line of small gold workings including the historic Anaconda mine occur in the northern part of the tenement. They have not been explored in recent times and will be investigated in 2006.

EXPLANATORY STATEMENT

Wertago Project

Highlights

  • Historic Cu-Ag production with head grades up to 30% Cu
  • Modern exploration has been limited in scope
  • Previous diamond drilling intersected 2m @ 4.6% Cu below historic workings at Eclipse
  • Zn is known to be present in exploration drill core but was never assaved
  • Prospects lie adjacent to the same regional structure as the Grasmere deposit about 30km to the southeast (0.55mt @ 2.5% Cu, Black Range Minerals Ltd)
  • Previous gold exploration results included 12.2m @ 4.6 g/t Au, not followed up

The copper mineralization at Wertago is evident within numerous historic workings which occur along structures linked to the Koonenberry Fault. The presence of a major fault is important, as in general large deposits occur near large fault structures. The shears hosting the known mineralization are targets in themselves and will be drill tested in early 2006 to identify high grade copper resources which might lead to early production. However the general setting, including the occurrence of Ag, Pb, and Zn as well as Cu suggests that a large polymetallic deposit could be present in the area. There is also potential for Cu-Au porphyry deposits and Century-style zinc deposits within the Koonenberry belt.

Copper Ridge Project

Highlights

  • Historic small-scale copper mining
  • A zone of Cu potential 3.5km long
  • Copper mineralization could be in a sheeted vein system
  • Untested by modern exploration $-$ no drilling in 125 years

EXPLANATORY STATEMENT

There is little published information on this prospect because it has never previously been held as an exploration licence. Previous work has been confined to small-scale copper mining for which there are no production records. The mineralization occurs as narrow individual lodes which repeat as parallel reefs, and may be a sheeted vein system. Alternatively the mineralization could relate to an intrusion of Cu porphyry style.

Gulf Creek Project

Highlights

  • Historic copper production at high Cu grades
  • Three-lode system with some existing Cu-Zn resources
  • $\bullet$ Limited modern exploration

The Gulf Creek copper mine represents the largest copper mine of its type in the New England region of NSW and was primarily mined between 1889 and 1912. Over 35,000 tonnes of Cu ore was mined at an average grade of 5% Cu over the mine life. Higher grades were recovered from some areas such as the Fishers Mine, with head grades exceeding 15% Cu. Mine records estimate that ore reserves up to 50,000 tonnes of ore grading 2.7% copper, and 4.5% zinc could remain in the known ore lenses.

The deposit is considered to be a Cyprus pyrite style and has not been properly explored since mining ceased almost 100 years ago, creating an exceptional modern exploration opportunity.

The mine reached a depth of 150m, had a strike length of 400m and the ore channel was 30m in width. The ore channel hosts 3 parallel lodes known as the Cornish Lode (2m wide at 6-6.5% Cu). Middle Lode (1.5-2m wide at 3-3.5% Cu), and the Big Lode (7m wide at 2-2.5% Cu). Records indicate Zn credits amount to nearly twice the Cu in the estimated ore reserves, but this will be verified by drillina.

Summary of Agreement

The Company has agreed to acquire 100% of the issued capital of Resource Investment Group Pty Ltd.

Completion of the Acquisition is subject to and conditional upon:

  • Shareholders approving the issue of the Shares and Options to be issued as consideration a) for the Acquisition, and, if necessary, the transaction under the Agreement, pursuant to the ASX Listing Rules or the Corporations Act;
  • b) any necessary legal, government or departmental consents or approvals of the transaction and/or the Heads of Agreement being obtained under the laws of Australia;
  • c) The consideration payable to the Vendors (or their nominee(s)) for the Acquisition is:
  • \$50,000 (exclusive of GST) upon execution of the Agreement (which amount has $\circ$ already been paid and is non-refundable); and
  • 10,000,000 Shares and 4,000,000 Options, to be issued to the Vendors (or their $\circ$ nominee(s)).

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that without the approval of holders of ordinary securities, a company must not issue during a 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the total ordinary securities on issue at the commencement of that 12 month period.

EXPLANATORY STATEMENT

The number of securities to be issued as consideration for the Acquisition exceeds 15% of the total ordinary securities on issue. Accordingly, shareholder approval is required to issue 10,000,000 Shares and 4,000,000 Options to the Vendors (or their nominee(s)).

The following information is provided in accordance with Listing Rule 7.3:

the maximum number of securities to be issued to the Vendors (or their nominee(s)) is:

  • a) 10,000,000 Shares: and
  • b) 4,000,000 Options;
  • c) the Shares and Options will be issued for no cash consideration;
  • the Shares will be issued at a deemed issue price of 20 cents each; d)
  • $e)$ the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that allotment will occur on the same date;
  • f) the Shares will rank equally with the Company's current issued Shares;
  • the Options will be issued on the terms and conditions and at the times set out below; and g)
  • no funds will be raised from the issue of the Shares and Options as they are being issued as h) consideration for the Acquisition.

Terms of the Options

The terms and conditions of the Options are as follows:

  • 4,000,000 Options will be issued no later than 3 months after the date of the General a) Meeting (or such later date to the extent permitted by an ASX waiver or modification of the Listing Rules); and
  • b) each Option entitles the holder, on exercise, to one (1) Share:
  • the Options will expire at 5.00pm (WST) on 30 April 2008; c)
  • d) subject to paragraph e), the Options are exercisable at any time on or prior to the relevant Expiry Date by completing an option exercise form and delivering it together with the
  • payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;
  • $\Theta$ the Options may not be exercised without prior Shareholder approval under Item 7 of 611 of the Corporations Act if the issue of Shares on exercise would result in the Section contravention of Section 606(1) of the Corporations Act;
  • f) the exercise price of the Options is \$0.30;
  • an Option does not confer the right to a change in exercise price or a change in the number g) of underlying securities over which the Option can be exercised;
  • h) all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then issued Shares:

EXPLANATORY STATEMENT

  • i) the Company will not apply for quotation of the Options on ASX, however it will apply for quotation of all Shares issued upon exercise of the Options;
  • there are no participating rights or entitlements inherent in the Options and holders will not $\mathbf{j}$ 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 Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and
  • k) if at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules.

The Board Unanimously recommends that Shareholders vote in favour of Resolution 1.

$21$ RESOLUTION 2 - RATIFICATION OF ALLOTMENT AND ISSUE OF SHARES

Resolution 2 seeks Shareholder ratification for the prior issue of 2,500,000 Shares.

ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which is relevant here) approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company ratifies an issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing that company's 15% capacity and enabling it to issue further securities up to that limit.

Resolution 2 proposes the ratification and approval of the allotment and issue of Shares for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

The information required to be provided to shareholders to satisfy ASX Listing Rule 7.4 is specified in ASX Listing Rule 7.5.

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

a. Date of Allotment and Issue of the Shares: 16 January 2006.
b. Number of Shares allotted and issued: 2.500.000.
c. Price at which Shares were allotted and issued: 20 cents each.
  • d. The Shares rank equally in all respects with the existing ordinary shares on issue.
  • e. The Shares were issued to private investors as detailed in Annexure "B" to the Explanatory Statement, pursuant to a prospectus lodged with ASIC on 14 December 2005 . No shares were issued to related parties or associates of Graynic Metals Limited.
  • The allotment and issue was made to raise additional working capital for further f. exploration of the Company's exploration projects, including the proposed acquisition of NSW Projects.

The Board Unanimously recommends that Shareholders vote in favour of Resolution 2.

EXPLANATORY STATEMENT

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's Managing Director, Mr Ron Thom or Company Secretary, Mr Kent Hunter (telephone: +61 8 9381 1436).

GLOSSARY OF TERMS 3.

In this Explanatory Statement the following terms, abbreviations and acronyms have the following meaning:

"ACN" Australian Company Number
"Graynic" or "Company" Graynic Metals Limited (ABN: 87 112 898 825).
"ASIC" Australian Securities and Investments Commission.
"ASX" Australian Stock Exchange Limited (ACN 008 624 691)
"ASX Listing Rules" or "Listing Rules" The Official Listing Rules of ASX as amended from time to time.
"Corporations Act" The Corporations Act 2001 (Commonwealth).
"Director" A director of Graynic.
"Meeting" The Meeting of the Company to be held on 24 February 2006.
"Notice of Meeting" The notice convening the Meeting, which accompanies this
Explanatory Statement.
"Options" An option to subscribe for a Share at an exercise price of \$0.30
per share on or before 30 April 2008, and otherwise on the terms
set out in Annexure "A" to this Explanatory Statement.
"Related Party" Has the meaning set out in the ASX Listing Rules.
"Resolutions" Resolutions 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.

EXPLANATORY STATEMENT

ANNEXURE "A"

Terms and Conditions of Options

The terms and conditions of the Options proposed to be allotted and issued and the subject of proposed Resolution 1 are as follows:

  • Each Option entitles the holder to subscribe for one Share in the capital of the Company at the exercise price a) of \$0.30 per Share.
  • Subject to paragraph (c) below, the Options are exercisable at any time up to 5.00pm Perth time on 30 April b) 2008 by completing an Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company. Any Options not exercised by that time will lapse.
  • c) An Option Holder may exercise some only of that person's Options, which does not affect that holder's right to exercise the remainder of their Options by the deadline in paragraph (b) above. Options must be exercised in multiples of 100 at a time, unless the Option Holder exercises all Options able to be exercised at that time.
  • Subject to the Corporations Act, the ASX Listing Rules and the Corpoany's Constitution, the Options are d) freely transferable. Application will not be made to ASX for official quotation of the Options.
  • All Shares issued upon exercise of the Options will, from the date they are issued, rank pari passu in all e) respects with the Company's then issued Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of the Options.
  • f) Option Holders cannot participate in new issues of capital offered to Shareholders of the Company during the currency of the Options without exercising the Options. However, the Company will ensure that for the purpose of determining entitlements to any such issue, the books closing date will be at least 10 business days after the issue is announced. This will give Option Holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
  • Subject to paragraph (h), if the Company makes a bonus share issue, a rights issue or any other similar issue αì of rights or entitlements, there will be no adjustment to the exercise price, the number of Shares per Option or any other terms of those Options.
  • In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued h) capital of the Company prior to 30 April 2008 the rights of Option Holders, including the number of Options or the exercise price of the Options or both will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
  • í) Option Holders will be sent all communications sent to Shareholders of the Company, but Options do not confer any rights to attend or vote at meetings of Shareholders of the Company. Notice may be given by the Company to Option holders in the manner provided by the Company's Constitution for the giving of notices to shareholders, and the relevant provisions of the Company's Constitution apply with all necessary modification to notices to Option Holders.

EXPLANATORY STATEMENT

ANNEXURE "B"

List of persons to whom shares were issued pursuant to the placement referred to in Resolution 2

Name

Mrs Margaret Anne Donnes Melsim Pty Ltd Portfolio Securities Ltd Paul Ernest McGettigan Jannarn Pty Ltd Mr Paul Gabrial Sharbanee$ Mr Anthony Casey Wilson Dgali Investments Pty Ltd Chris Schell Fremantle Markets Pty Ltd Scocoll Pty Ltd Mr Robin Scrimgeour Lucien James Longley Adrian Byass Saxon Holdings Pty Ltd Mr Paul Gillett Alastair R Brown Pty Ltd

PROXY FORM

The Secretary Graynic Metals Limited PO Box 1681 WEST PERTH WA 6872

being a member/members of Graynic Metals Limited (the "Company") hereby appoint

Print proxy's name in full
Of
print proxy's address
And (if you wish to appoint two proxies)
print second proxy's name in full
Of
print second proxy's address
or, in the proxy's/proxies' absence or if no other appointee is mentioned, the Chairman of the meeting as
my/our proxy/proxies to vote for me/us on my/our behalf at the General Meeting of the Company to be held
at the Celtic Club at 10.00am WST on Friday, 17 February 2006 and at any adjournment of that meeting
in respect of of my/our shares or, failing any number being specified, ALL of my/our
shares.
If you do not wish to direct your proxy how to vote, please place a mark in the box.
If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you
do not wish to direct your proxy how to vote as your proxy in respect of a 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/s and that votes cast by the Chair of
the meeting for those resolutions 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.
If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is
given on a resolution, the proxy may abstain or vote at his or her discretion.
I/We direct my/our proxy to vote as indicated below:
ORDINARY BUSINESS
RESOLUTION
ABSTAIN
FOR
AGAINST
1.
Acquisition of Interest in Resource Investment Group
Ratification of Allotment and Issue of Shares
2.
If you have appointed two proxies the proportion of your voting rights allocated to each proxy is:
Note:
1.
Proxy No. 1 _% Proxy No. 2 _%.
If the appointment of a proxy is signed by the appointor's attorney, this form must be accompanied by
$\mathbf{2}$
the authority under which the appointment was signed, or a certified copy of the authority.
The completed Form of proxy may be:
Mailed to the address on this form: or

$\bullet$ Faxed to the Company on (08) 9381 1068

PROXY FORM

Signed this day of 2006
If a natural person:
SIGNED
in the presence of:
by (Signature)
(Signature of Witness)
(Name of Witness in full)
If a Company:
THE
COMMON
SEAL
οf
ACN
was affixed in the presence of:
(Signature of Secretary/other Director) (Signature of Director/Sole Director)
(Name of Secretary/other Director in full) (Name of Director/Sole Director in full)

PROXY VOTES

A vote given in accordance with the terms of an instrument or proxy is valid not withstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or the authority under which the instrument was executed), or the transfer of the Share in respect of which the instrument or power is given, if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the Company at the Registered Office before the commencement of the Meeting or adjourned Meeting at which the instrument is used or the power is exercised.

REPRESENTATIVES OF CORPORATE SHAREHOLDERS

A body corporate ("the Appointor") that is a Shareholder may authorise, in accordance with Section 250D of the Corporations Act 2001, by resolution of its Directors or other governing body such person or persons as it may determine to act as its Representative at any Meeting of the Company or of any class of Shareholders. A person so authorised shall be entitled to exercise all the rights and privileges of the Appointor as a Shareholder. When a Representative is present at a Meeting of the Company, the Appointor shall be deemed to be personally present at the Meeting unless the Representative is otherwise entitled to be present at the Meeting.