CORE ENERGY MINERALS LTD — Proxy Solicitation & Information Statement 2007

Jan 14, 2007

GLOBAL APPROACH LIMITED ACN 009 118 861

NOTICE OF EXTRAORDINARY GENERAL MEETING

AND EXPLANATORY MEMORANDUM

Date of Meeting: Time of Meeting: Place of Meeting: Friday 16th February 2007 10:00am (Brisbane time) Offices of Global Approach Ltd Level 13, 340 Adelaide St Brisbane, Queensland

This Notice of Extraordinary General Meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting of shareholders of GLOBAL APPROACH LIMITED ACN 009 118 861 (the Company) will be held at the Offices of Global Approach Ltd Level 13, 340 Adelaide St Brisbane, Queensland on Fridav 16th February 2007 at 10:00am (Brisbane time).

AGENDA

SPECIAL BUSINESS

1. Selective Reduction of Share Capital

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

"That in accordance with Sections 256B and 256C and Part 2E of the Corporations Act 2001 (Cth) and Rule 10.1 of the Listing Rules of ASX Limited and for all other purposes, the Company's issued share capital be reduced in the following manner:

• 1. The issued share capital be reduced from two hundred and nineteen million, four hundred and sixty-seven thousand, five hundred and forty-five (219,467,545) fully paid ordinary shares to sixty-four million, four hundred and sixty-seven thousand, five hundred and forty-five (64,467,545) fully paid ordinary shares by cancelling the one hundred and fifty-five million (155,000,000) fully paid ordinary shares held by the vendors of Tusk Investment Corporation (Tusk), as identified in the Explanatory Memorandum accompanying this Notice (Vendors); and
• 1. In consideration for the cancellation of their shares, all of the issued share capital in Tusk, totalling one hundred and four thousand, one hundred and seventy-seven (104,177) shares, be transferred on a pro-rata basis to the Vendors.

and otherwise on the terms and conditions described in the Explanatory Memorandum accompanying this Notice."

• A copy of this Notice of Extraordinary General Meeting and the accompanying 1. Explanatory Memorandum has been lodged with the Australian Securities and Investments Commission in accordance with Section 218 of the Corporations Act 2001 $(Cth)$ .
• $2₁$ The Company will disregard any votes cast on this Resolution by:
• $(i)$ a Vendor: and
• $(ii)$ any associate of any Vendor.
• 1. However, the Company need not disregard a vote if:
• it is cast by a person as proxy for a person who is entitled to vote, in $(i)$ 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 $(ii)$ entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

BY ORDER OF THE BOARD

Bill Lyne Company Secretary
Date: 12^th January 2007

This Explanatory Memorandum is provided to shareholders of GLOBAL APPROACH LIMITED ACN 009 118 861 (the Company) to explain the resolution to be put to shareholders at the Extraordinary General Meeting to be held at the offices of Offices of Global Approach Ltd Level 13. 340 Adelaide St Brisbane, Queensland on Friday 16^th February 2007 at 10:00am (Brisbane time).

The Directors recommend shareholders read the accompanying Notice of Extraordinary General Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolution to be put forward at the Meeting.

SELECTIVE REDUCTION OF SHARE CAPITAL

1. Introduction

The resolution seeks shareholder approval for the Company to effect a selective capital reduction of its issued share capital from two hundred and nineteen million, four hundred and sixty-seven thousand, five hundred and forty-five (219,467,545) fully paid ordinary shares to sixty-four million. four hundred and sixty-seven thousand, five hundred and forty-five (64,467,545) fully paid ordinary shares by cancelling the one hundred and fifty-five million (155,000,000) fully paid ordinary shares (the Cancellation Shares) held by Talbot Group Holdings Pty Ltd ACN 010 949 630 (formerly MDA Capital Pty Ltd), Robert James Canning-Ure, Brian James Cooke and Anthony Charles Say (the Vendors) in return for the transfer to the Vendors of all the issued capital of Tusk Investment Corporation (Tusk), being one hundred and four thousand, one hundred and seventy-seven (104.177) shares, on a pro-rata basis, in proportion to the number of Cancellation Shares held by the Vendors.

The Vendors have informed the Company that they consent to the cancellation of the Cancellation Shares.

$2.$ Reason for Capital Reduction

On or about 24 May 2006, the Company entered into an agreement with Tusk and the Vendors whereby the Company agreed to acquire all of the issued capital in Tusk from the Vendors in consideration for the issue to the Vendors of in aggregate one hundred and fifty-five million (155,000,000) fully paid ordinary shares in the capital of the Company at a deemed issue price of twelve and a half cents (\$0.125) per share (the Transaction). The Company received shareholder approval of the Transaction on 27 June 2006.

Subsequently on 30 September 2006 the United States Congress passed legislation effectively prohibiting the receipt of money from players at casinos and poker rooms such as those operated by the Company. This has had a significant effect on the Company's business as approximately 80% of the Company's casino revenue and 20% of the Company's poker revenue had been derived from the United States.

Accordingly, as announced by the Company on 27 November 2006, the Company proposes to reverse the Transaction (Reversal). In order to effect the Reversal, the Company proposes to transfer back to the Vendors all of the issued share capital of Tusk, totalling one hundred and four thousand, one hundred and seventy-seven (104,177) shares, and carry out the selective capital reduction and cancellation of the Cancellation Shares, being the one hundred and fifty-five million (155,000,000) fully paid ordinary shares in the capital of the Company issued to the Vendors as consideration for the Transaction.

$3₁$ Procedural Requirements

Corporations Act

Section 256B(1) of the Corporations Act 2001 (Cth) (Corporations Act) allows a company to reduce its share capital if the reduction:

• is fair and reasonable to the Company's shareholders as a whole; $\bullet$
• does not materially prejudice the Company's ability to pay its creditors; and $\bullet$
• is approved by shareholders in either of the manners outlined in Section 256C(2) (as set out $\bullet$ below).

Section 256C(2) of the Corporations Act requires that shareholders approve the reduction by either:

• a special resolution being passed at a general meeting of the Company with no votes being cast in favour of the resolution by the Vendors or their associates; or
• an ordinary resolution of the ordinary shareholders being passed at a general meeting.

Section 256C(2) of the Corporations Act also requires that the reduction be approved by a special resolution of the parties whose shares are being cancelled.

Further, Part 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its shareholders in general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting have been met.

A "related party" for the purposes of the Corporations Act is defined widely and includes a director of a public company or an entity that has the capacity to control a public company.

A "financial benefit" for the purposes of the Corporations Act also has a very wide meaning. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

Listing Rules

In summary, Rule 10.1 of the Listing Rules of the Australian Securities Exchange provides that unless prior shareholder approval is obtained (or an exception applies), a listed entity is unable to dispose of a substantial asset to a related party (such as a director) or a substantial holder of its shares.

The shares in Tusk are considered to be a substantial asset of the Company. Mr Robert James Canning-Ure, a director of the Company, and Talbot Group Holdings Pty Ltd ACN 010 949 630 (formerly MDA Capital Pty Ltd), a substantial shareholder of the Company, will both receive a portion of the shares in Tusk if the resolution is passed and the Reversal takes place. Accordingly, the Company is seeking shareholder approval under Rule 10.1. Pursuant to Rule 10.10, the Company must provide to shareholders an independent expert's report into the fairness and reasonableness of the proposed transaction when approval is required under Rule 10.1.

Fairness and Reasonableness of Proposal

The Directors of the Company consider that the proposed capital reduction is fair and reasonable to shareholders as a whole. The Directors have commissioned an independent expert's report, prepared by Mr AW Thomas, a partner of Robertsons Chartered Accountants, into the fairness and reasonableness of the Reversal (Independent Expert's Report). A copy of this Independent Expert's Report is enclosed with this Notice of Extraordinary General Meeting and Explanatory Memorandum. Shareholders are urged to read and consider the Report prior to making a decision as to how to vote on the resolution.

Impact on Creditors

The Directors of the Company consider that the proposed capital reduction will not prejudice the Company's ability to pay its creditors.

Consent of the Vendors

As the proposed capital reduction involves the cancellation of the Cancellation Shares, being the one hundred and fifty-five million (155,000,000) fully paid ordinary shares held by the Vendors, Section 256C(2) of the Corporations Act requires that the proposed capital reduction be approved by a special resolution of the Vendors.

The Vendors have informed the Company that they consent to the cancellation of the Cancellation Shares.

In accordance with the Corporations Act, a separate meeting of the Vendors for the purpose of formally consenting to the cancellation of the Cancellation Shares has been convened for Friday the 16^th February 2007 at 10am (Brisbane time).

Financial Benefit to Related Party

The resolution, if passed, will confer financial benefits to Mr Robert James Canning-Ure and Talbot Group Holdings Pty Ltd ACN 010 949 630 (formerly MDA Capital Pty Ltd) (Recipients), who are both related parties and also Vendors, and accordingly the Company seeks to obtain shareholder approval in accordance with the requirements of Part 2E of the Corporations Act. For this reason and for all other purposes the following information is provided to shareholders.

The related party to whom the resolution would permit the financial benefit to be given

Mr Robert James Canning-Ure and Talbot Group Holdings Pty Ltd ACN 010 949 630 (formerly MDA Capital Pty Ltd).

The nature of the financial benefit

The transfer of:

• twenty thousand, three hundred and fourteen (20,314) shares in Tusk to Mr Canning-Ure; and $\bullet$
• sixty-one thousand, four hundred and sixty-five (61,465) shares in Tusk to Talbot Group $\bullet$ Holdings Pty Ltd ACN 010 949 630.

Directors' Recommendation

All the Directors of the Company, with the exception of Mr Canning-Ure, recommend that shareholders vote in favour of this resolution because the transfer of the Tusk Shares as proposed forms part of the Reversal. The effect of the Reversal is to allow the Company to reverse the acquisition of the assets of Tusk which, due to circumstances outside of the Company's control, are no longer providing significant revenue for the Company.

As Mr Canning-Ure is interested in the outcome of the resolution, he accordingly makes no recommendation to shareholders in respect of the resolution.

Directors' Interest and other remuneration

Mr Canning-Ure has a material personal interest in the outcome of the resolution, as it is proposed that the Tusk Shares be transferred to him.

Mr Canning-Ure also receives director's remuneration from the Company for his services as the Managing Director.

Any other information that is reasonably required by shareholders to make a decision and that is known to the Company or any of its Directors

There is no other information known to the Company or any of its Directors save and except as follows:

Opportunity Costs and Benefits Forgone

The opportunity costs and benefits forgone by the Company in carrying out the Reversal are the loss of the assets and business of Tusk. However the Directors believe that he benefits received from the Reversal outweigh the costs and benefits forgone, as the Reversal allows the Company to effectively be placed in the position it would have been in had it not entered into the Transaction and acquired the assets of Tusk which are no longer be able to provide significant revenue for the Company.

Taxation Consequences

Transfer duty may be payable in respect of the transfer of the shares in Tusk to the Recipients as part of the Reversal. Such duty is payable by the Company.

Effect of the Proposal on the Share Capital of the Company

Set out below is a table detailing the effect that the passing of the resolution will have on the issued capital of the Company.

Scenario	Total Issued Capital (at the date of this Meeting)	Number of Shares to be Cancelled	Total Issued Capital (following the Reduction )	Percentage Reduction in Total Issued Capital
If the resolution is passed	219.467.545	155,000,000	64.467.545	70.63%
If the resolution is not passed	219,467,545	0	219,467,545	0%

Effect of the Proposal on the Control of the Company

The passing of the resolution shall mean that each remaining shareholders' equity interest in the Company will increase by approximately 240.4%.

Effective Date of the Proposal

Under Section 256C(3) of the Corporations Act 2001 (Cth), the Company can act on the resolution fourteen (14) days after lodgment of a copy with the ASIC of the resolution, as passed.

Save as set out in this Explanatory Memorandum and the Independent Expert's Report, the Directors are not aware of any other information that will be reasonably required by shareholders to make a decision in relation to benefits contemplated by the proposed resolution.

Any inquiries in relation to the resolution or the Explanatory Memorandum should be directed to Bill Lyne (Company Secretary):

Level 13, 340 Adelaide Street, Brisbane, Qld 4000, phone (07) 3831 5650 or mobile 0418 874 175.

PROXY. REPRESENTATIVE, VOTING ENTITLEMENT AND SIGNING INSTRUCTIONS

PROXIES AND REPRESENTATIVES

Shareholders are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company. Shareholders who are a body corporate are able to appoint representatives to attend and vote at the Meeting under Section 250D of the Corporations Act 2001 (Cth).

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or. if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the Company's Share Registry, Computershare Investor Services Pty Limited, GPO Box 523, Brisbane, Queensland 4001, facsimile number +617 3237 2152 not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be. at which the individual named in the proxy form proposes to vote.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry, Computer Share Investor Services Ptv Limited.

A proxy form is attached to this Notice of Extraordinary General Meting and Explanatory Memorandum.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7pm on 14 February 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

SIGNING INSTRUCTIONS

You must sign the proxy form as follows in the spaces provided:

• Individual: Where the holding is in one name, the holder must sign.
• Joint Holding: Where the holding is in more than one name, all of the security holders should sign.
• Power of Attorney: To sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary.

Please indicate the office held by signing in the appropriate place.

Global Approach Limited

ABN 27 009 118 861

All correspondence to:

I ND

Computershare Investor Services Pty Limited GPO Box 523 Brisbane OLD 4001 Australia 1300 552 270 Enquiries (within Australia) (outside Australia) 61 3 9415 4000 Facsimile 61 7 3237 2152 www.computershare.com

Securityholder Reference Number (SRN)

I 1234567890

If you are not appointing the Chairman of the Meeting as

your proxy please write here the full name of the individual or

body corporate (excluding the registered Securityholder) you

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

000001 Երիկ կերերեն կառան 000 B O MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Appointment of Proxy

I/We being a member/s of Global Approach Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting OR (mark with an 'X')

are appointing as your proxy. or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of Global Approach Limited to be held at Level 13, 340 Adelaide Street, Brisbane, Queensland on Friday 16 February 2007 at 10.00am and at any adjournment of that meeting.

Voting directions to your proxy - please mark

to indicate your directions

For	Against	∴Abstain.*

Selective Reduction of Share Capital $\pmb{1}$

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

The value and the Abstain box for a particular tiem, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in
computing the required majority on a poll.

Appointing a second Proxy

Whe wish to appoint a second proxy

AND

State the percentage of your voting rights or the number of securities for this Proxy Form.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1

Birth
																															10000000
													m.

Director

Securityholder 3

÷. ,,,,,,,,,,,,,,,,,,,,,,,

Individual/Sole Director and Sole Company Secretary

In addition to signing the Proxy form in the above box(es) please provide the information below in case we need to contact you.

Contact Name

I Date

GLO

1 P R

How to complete the Proxy Form

1 Your Address

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• indicate that you wish to appoint a second proxy by marking the box. $(a)$
• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that $(b)$ form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• $(c)$ return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 10.00am on Friday 16 February. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

DOCUMENTS RIGA DE IOMÉGIC.
IN PERSON	Registered Office - Level 13, 340 Adelaide Street, Brisbane Qld 4001 Australia
	Share Registry - Computershare Investor Services Pty Limited, Level 19, 307 Queen Street, Brisbane QLD 4000 Australia
BY MAIL	Registered Office - GPO Box 996, Brisbane Old 4001 Australia
	Share Registry - Computershare Investor Services Pty Limited, GPO Box 523, Brisbane Qld 4001 Australia
BY FAX	61 7 3237 2152