DEVELOP GLOBAL LIMITED — AGM Information 2007

Oct 23, 2007

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ABN 28 122 180 205

Notice of 2007 Annual General Meeting Incorporating Explanatory Memorandum and Proxy Form

Annual General Meeting (2007) will be held

Venue: 1st Floor

35 Richardson Street West Perth WA 6005 Date: 27[th] November 2007 (Tuesday) Time: 10.00am (WST) Registration opening at 9.45am (WST)

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTION

If you are in doubt as to how to deal with it, please consult your financial or other professional adviser.

An electronic copy of the 2007 Annual Report is available online at www.juttholdings.com. A printed copy of the Annual Report will be sent to you in one week if you have elected to have a hard copy.

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JUTT HOLDINGS LIMITED

A.B.N. 28 122 180 205

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of the Members of Jutt Holdings Limited (‘ the Company West Perth WA 6005, on 27th November 2007 at 10am WST.

BUSINESS OF THE ANNUAL GENERAL MEETING

JUTT HOLDINGS’ FINANCIAL REPORT

To receive and consider the annual financial report of the Company for the year ended 30 June 2007 and the reports by Directors and Auditors thereon.

ORDINARY BUSINESS

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

1. RE-ELECTION OF MR CHARLES MORGAN

‘That Mr Morgan, the Non-Executive Chairman of the Company, who retires in accordance with the Company’s constitution and being eligible, offers himself for re-election, be elected as a Director of the Company.’

2. RE-ELECTION OF MR CYRIL GEACH

‘That Mr Geach, the Executive Exploration Director of the Company, who retires in accordance with the Company’s constitution and being eligible, offers himself for re-election, be elected as a Director of the Company.’

3. NON-BINDING ADOPTION OF REMUNERATION REPORT

‘That, members hereby adopt the 2007 Remuneration Report as published in the Directors’ Report section of the Company’s 2007 Annual Report.’

4. APPOINTMENT OF AUDITOR

‘That Webb Audit Pty Ltd, of Level one, 465 Auburn Road, Hawthorn East, VIC, having been duly nominated by a shareholder of the Company and having consented in writing to act, be appointed as auditor of the Company.’

5. RATIFICATION OF PREVIOUS ISSUE OF 200,000 ORDINARY SHARES TO THE CFO SOLUTION TEAM PTY LTD

‘That for the purposes of ASX Listing Rule 7.4 and for all other purposes that the previous issuance of 200,000 fully paid ordinary

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JUTT HOLDINGS LIMITED

A.B.N. 28 122 180 205

shares of the Company, as described and under the terms set forth in the Explanatory Memorandum to the Notice of Meeting, is ratified and approved.’

Refer Voting Exclusion statement on page 5.

6. RATIFICATION OF PREVIOUS ISSUE OF 400,000 ORDINARY SHARES AND 300,000 UNLISTED OPTIONS TO MINEMAKERS LIMITED

‘That for the purposes of ASX Listing Rule 7.4 and for all other purposes that the previous issuance of 400,000 fully paid ordinary shares and 300,000 unlisted options of the Company to Minemakers Ltd, as described and under the terms set forth in the Explanatory Memorandum to the Notice of Meeting, is ratified and approved’

Refer Voting Exclusion statement on page 5.

7. NON-EXECUTIVE DIRECTORS’ REMUNERATION

‘That the maximum aggregate amount of remuneration available to be paid to Non-Executive Directors be increased by $127,000 per annum from $73,000 per annum to $200,000 per annum.’

Refer Voting Exclusion statement on page 5.

8. APPROVAL OF ISSUE OF 150,000 UNLISTED OPTIONS TO GALLIFREY HOLDINGS PTY LTD

‘That for the purposes of ASX Listing Rule 7.1 and for all other purposes the issue of 150,000 Unlisted Options of the Company to Gallifrey Holdings Pty Ltd or their nominee, as described and under the terms set forth in the Explanatory Memorandum to the Notice of Meeting, is ratified and approved.’

Refer Voting Exclusion statement on page 5.

9. APPROVAL OF JUTT EMPLOYEE EQUITY PLAN

“That the adoption of the Jutt Employee Equity Plan, and the issue of securities in the Company under the Plan, be approved for the purposes of Australian Stock Exchange Listing Rule 7.2, exception 9.”

Refer Voting Exclusion statement on page 5.

BY ORDER OF THE BOARD

Phillip Hains Company Secretary 19th October 2007

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JUTT HOLDINGS LIMITED A.B.N. 28 122 180 205

PROXIES AND VOTING

The following Information for Shareholders and Notes set out below and the Explanatory Memorandum which accompanies this Notice of Meeting form part of the Notice of Meeting.

INFORMATION FOR SHAREHOLDERS

NOTES:

1. Explanatory Memorandum

Further details of the resolutions in this Notice of Annual General Meeting are contained in the Explanatory Memorandum attached to and forming part of this Notice of Annual General Meeting. The Explanatory Memorandum should be read together with, and forms part of this Notice of Annual General Meeting.

2. Record Date

For the purposes of voting at this meeting, the Directors have determined that all shares of the Company that are quoted, or unquoted, securities at 5.00pm AEST on the day prior to the meeting are taken to be held by persons who are registered as holding them at that time. The entitlement to vote at the meeting will be determined by reference to that time.

3. Proxies

Shareholders unable to attend the meeting can complete the attached Proxy Form and return it to the Company or to the Company’s Share Registry at the address or the facsimile numbers indicated in the Proxy Form no less than 48 hours before the time scheduled for the commencement of the meeting.

4. Voting In Person

Shareholders who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that we may check the shareholding against the Share Register and note attendances.

5. Corporate Representatives

In order to vote in person at the meeting, a corporation that is a shareholder may appoint an individual to act as its representative. The appointment must comply with the requirements of Section 250D of the Corporations Act 2001. The representative should bring to the meeting evidence of their appointment, including any authority under which it is signed.

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JUTT HOLDINGS LIMITED

A.B.N. 28 122 180 205

6. Voting Exclusion

In accordance with Listing Rule 14.11, the Company will disregard any votes cast

on Resolution 5 by

• The CFO Solution Team Pty Ltd and an Associate of The CFO Solution Team Pty Ltd

on Resolution 6 by:

• Minemakers Ltd and an Associate of Minemakers Ltd

on Resolution 7 by:

• a Director of the Company and an Associate of the Director

on Resolution 8 by:

• Gallifrey Holdings Pty Ltd and an Associate of Gallifrey Holdings Pty Ltd

on Resolution 9 by:

• a Director of the Company and an Associate of the Director

However, the Company need not disregard a vote if the vote is cast by:

• A person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• The Chair of 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.

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A.B.N. 28 122 180 205

JUTT HOLDINGS LIMITED

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Members of Jutt Holdings Limited (‘ the Company’ ) in connection with the business to be conducted at the Annual General Meeting of Members to be held at 1st Floor, 35 Richardson Street, West Perth WA 6005, on 27th November 2007 at 10am WST.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.

Resolution 1. Re-election of Mr Charles Morgan as a Director of the Company

Mr Morgan was appointed Non-Executive Chairman of the Company in December 2006. He is also Chairman of the Audit, Risk and Compliance Committee and Chairman of the Remuneration and Nomination Committee.

Mr Morgan, is a resources executive who has been involved in a wide range of ventures around the globe. In the energy sector, he is a founder of Hercules Energy Pty Ltd, Wildhorse Energy Limited, Alto Energy International Limited (now Grand Gulf Energy Limited), Matra Plc, Elixir Petroleum Limited, Nido Petroleum Limited, West Oil NL and Fusion Oil & Gas Plc.

Mr Morgan retires at the forthcoming Annual General Meeting in accordance with the Constitution and being eligible, has offered himself for re-election.

If re-elected, Mr Morgan will continue as Non-Executive Chairman of the Company and will be subject to retirement by rotation under the Constitution of the Company.

Resolution 2. Re-election of Mr Cyril Geach as a Director of the Company

Mr Geach was appointed Executive Exploration Director of the Company in January 2007. He is also a Member of the Audit, Risk and Compliance Committee and a Member of the Remuneration and Nomination Committee.

Mr Geach, has been involved in the geology, mining and exploration industry throughout Australia and overseas, covering gold, diamonds, base metals, precious metals and alluvial deposits. In the 1990s, Mr Geach was a founding director of three ASX listed companies, Quicksilver Resources NL (as managing director), Carnegie Minerals NL (as technical and managing director) and Livingstone Resources NL (as technical director). Mr Geach has also worked for Anglo American Limited, De Beers Australia Limited and the Magnet Group. In the 1980s, he was a director of Gem Exploration and Minerals Ltd and Monarch Petroleum NL.

Mr Geach retires at the forthcoming Annual General Meeting in accordance with the Constitution and being eligible, has offered himself for re-election.

If re-elected, Mr Geach will continue as Executive Exploration Director of the Company and will be subject to retirement by rotation under the Constitution of the Company.

Resolution 3. Non-binding Adoption of Remuneration Report

Pursuant to the Corporations Act 2001 the Annual General Meeting of a listed company must propose a resolution that the Remuneration Report be adopted. Also pursuant to the Corporations Act , the vote on this Resolution is advisory only and does not bind either the Directors or the Company.

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JUTT HOLDINGS LIMITED A.B.N. 28 122 180 205

The purpose of this Resolution is to lay before the Shareholders the Company’s Remuneration Report so that Shareholders may ask questions about or make comments on the management of the Company in accordance with the requirements of the Corporations Act 2001 and vote on a non-binding resolution to adopt the Remuneration Report for the period 13 October 2006 to 30 June 2007.

A copy of the Remuneration Report is set out in the Company’s Annual Report for the period 13 October 2006 to 30 June 2007 and can also be found on JUT’s website at www.juttholdings.com

Resolution 4. Appointment of Auditor

Webb Audit Pty Ltd was appointed as auditor of the Company in accordance with section 327A(1) of the Corporations ACT. That appointment will lapse in accordance with Section 327A(2) of the Corporations Act at the Company’s Annual General Meeting. Section 327B(1) requires the appointment of an auditor at the Company’s Annual General Meeting.

Webb Audit Pty Ltd has been duly nominated for appointment as the Company’s auditor, as required by section 328B of the Corporations Act. A copy of the nomination is attached to this Notice of Meeting (attachment ‘A’).

Resolution 5. Ratification of previous issue of 200,000 ordinary shares to The CFO Solution Team Pty Ltd

According to ASX Listing Rule 7.1, an entity must not issue or agree to issue equity securities exceeding 15% of the share capital of the Company within a 12 month period without shareholder approval. ASX Listing Rule 7.4 provides for a Company to refresh its 15% capacity by obtaining subsequent approval for a prior issue of securities, as long as at the time of the issue, the Company did not breach ASX Listing Rule 7.1. As such, the Company is seeking shareholder approval of the prior issue of ordinary shares certain persons and entities in order to have the flexibility to issue up to 15% of the Company’s share capital in a rolling 12 month period.

On 27 June 2007, the Company issued 200,000 fully paid ordinary shares valued at $40,000 to The CFO Solution Team Pty Ltd. The purpose of the issue was for part payment of administrative services provided by the CFO Solution Team Pty Ltd.

At the time of the above issues of securities, the Company was in compliance with ASX Listing Rule 7.1.

The shares rank Parri Passu with existing ordinary shares.

Resolution 6. Ratification of Previous Issue of 400,000 Ordinary Shares and 300,000 Unlisted Options to Minemakers Ltd

On 21 August 2007, the Company issued 400,000 Fully Paid Ordinary Shares and 300,000 Unlisted Options to Minemakers Ltd in consideration of the option the Company had acquired to take up an initial 60% interest in the Tay-Munglinup Tenements as disclosed in 1 August 2007 prospectus. These shares and options were issued for nil cash consideration.

These options are to be exercisable at any time up to 10 October 2008 at a price of $0.30 each.

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A.B.N. 28 122 180 205

JUTT HOLDINGS LIMITED

At the time of the above issues of securities, the Company was in compliance with ASX Listing Rule 7.1.

The shares rank Parri Passu with existing ordinary shares.

The terms, other than exercise price and exercise by date, of the options are as per attachment ‘B’ Options Conditions.

Resolution 7. Non-Executive Directors’ Remuneration

Resolution 7 proposes an increase in the maximum amount of fees that can be paid to Non-Executive Directors each year from $73,000 per annum to $200,000 per annum, an increase of $127,000 per annum.

Resolution 7 is proposed for purposes of ASX Listing Rule 10.17 and the Company’s Constitution, which require shareholders to approve any increase in the total amount of Non-Executive Directors’ fees that can be paid each year.

The aggregate amount of fees paid to Non-Executive Directors does not include any amount paid or applied to a superannuation fund for a Director, nor does it include any premium paid on an insurance policy for Directors’ liability.

The proposal to increase the maximum remuneration payable to Non-Executive Directors to a maximum amount of $200,000 per annum is necessary, in the opinion of the Board, in order to:

• ensure that the Company can offer Non-Executive Directors a competitive level of remuneration having regard to the remuneration paid by peer companies;

• ensure that the Company is able to recompense Non-Executive Directors for their increased workload both at Board level and on sub-committees; and

• enable the Company to attract other non-executive, independent board members, as required, whose skills and experience will complement the skills and experience of existing board members.

Resolution 8. Approval of Issue of 150,000 Unlisted Options to Gallifrey Holdings Pty Ltd

Pursuant to an agreement between Jutt Holdings Limited (‘Jutt’) and Gallifrey Holdings Pty Ltd dated 31 October 2006, Jutt will issue 150,000 unlisted options to Gallifrey Holdings Pty Ltd within 12 months of the grant of the Kooline Tenement. Details of the agreement were set out on page 68 in the Company’s initial public offering prospectus dated 28 February 2007.

The options to be issued form part of consideration for acquisition of all right title and interest in the Kooline Tenement.

The issue will be made on or before 25 January 2008.

These options are to be exercisable at any time up to 30 November 2010 at a price of $0.20 each.

The terms, other than exercise price and exercise by date, of the options are as per attachment ‘B’ Options Conditions.

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JUTT HOLDINGS LIMITED A.B.N. 28 122 180 205

Resolution 9. Approval of Jutt Employee Equity Plan

According to ASX Listing Rule 7.1, an entity must not issue or agree to issue equity securities exceeding 15% of the share capital of the Company within a 12 month period without shareholder approval.

ASX Listing Rule 7.2 provides at exception 9 that Listing Rule 7.1 does not apply in respect of the issue securities by the Company under an employee incentive scheme if, within 3 years from the date of issue of the relevant securities, the plans have been approved by shareholders.

Shareholder approval of the Employee Equity Plan has not been sought in the past.

The Terms and Conditions of the Plan are set out in Attachment C.

The Board of Directors of the Company believes that the adoption of the Jutt Employee Equity Plan is necessary for the Company in order to:

• a) provide eligible persons with an additional incentive to work to improve the performance of the Company;

• b) attract and retain eligible persons essential for the continued growth and development of the Company;

• c) promote and foster loyalty and support amongst eligible persons for the benefit of the Company;

• d) enhance the relationship between the Company and eligible persons for the long term mutual benefit of all parties; and

• e) provide an alternative to cash payments.

Capital Structure

Assuming all the above resolutions are passed, the capital structure of the Company will be as follows:

	No. of Fully Paid Ordinary Shares	Issue Price Share Value	No. of Options	Option exercise Price expiry Date Option Value
			1,457,148 500,000	$0.20 22/04/2011 $291,429 $0.20 30/11/2010 $100,000
Issued Capital as at 26th April **2007 **	**43,280,297 **		1,957,148
10/09/2007 Rights Issue Resolution 5 Resolution 6 Resolution 8 **Total **	200,000 400,000 **43,880,297 **	$0.20 $40,000 - -	34,784,237 300,000 150,000 37,191,385	$0.20 31/07/2009 $6,956,847 $0.30 10/10/2008 $90,000 $0.20 30/11/2010 $30,000

Directors’ recommendations

All Directors were available to consider the proposed resolutions. Each of the Directors recommends Shareholders vote in favour of all resolutions, unless the Director is a beneficiary of the resolution, in which case he has abstained from making a recommendation.

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A.B.N. 28 122 180 205

JUTT HOLDINGS LIMITED

ATTACHMENT A

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A.B.N. 28 122 180 205

JUTT HOLDINGS LIMITED

ATTACHMENT B

TERMS AND CONDITIONS OF THE UNLISTED OPTIONS EXPIRING: Refer Resolutions for Exercise price and Exercise by dates

• (a) Each Option entitles the holder to subscribe for one ordinary fully paid Share.

• (b) The Options expire at 4.00pm (Eastern Standard Time) on (refer resolution 5 & 8) The Options expire at 5.00pm (Western Standard Time) on (refer resolution 6)

• (c) The Share allotted on exercise of an Option shall be issued at the exercise price of (refer resolution)

• (d) The issue price of a Share the subject of an Option shall be payable in full on exercise of the Option by the Eligible Person (or, if applicable, his or her nominee).

• (e) The Options shall not be capable of assignment. (applicable to resolution 5 & 8)

• (f) The Company will not apply for official quotation on ASX of the Options.

• (g) Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options, accompanied by the relevant Option Certificate (if any) and a cheque made payable to the Company for the subscription price for the Shares.

• (h) An exercise of only some Options shall not affect the rights of the Option holder under the balance of the Options held by him or her as appropriate

• (i) The Company shall allot the resultant Share and deliver notification of share holdings within five business days of the exercise of an Option.

• (j) Shares allotted pursuant to an exercise of Options shall rank from the date of allotment, equally with existing Shares of the Company in all respects.

• (k) The Company shall in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Options listed for official quotation by the ASX.

• (l) The Option holder will be permitted to participate in any new pro-rata issue of securities of the Company subject to the prior exercise of the Options, in which case the Option holder will be notified by the Company of the proposed pro-rata issue at least 9 business days before the books closing date (to determine entitlements to the issue) and afforded that period to exercise the Options.

• (m) In the event of any reorganisation (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the rights of an option holder will be changed to the extent necessary to comply with the listing rules of the ASX applying to a reorganisation of capital at the time of the reorganisation.

• (n) The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

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JUTT HOLDINGS LIMITED

A.B.N. 28 122 180 205

ATTACHMENT C

TERMS AND CONDITIONS OF JUTT EMPLOYEE EQUITY PLAN

1. NAME AND OBJECT

• 1.1 This Plan will be called the ‘JUTT Employee Equity Plan’.

• 1.2

• The object of the Plan is to:

• (a) provide a long term incentive in order to retain and motivate key officers, employees and consultants who are considered to be key to the future success of Jutt Holdings Limited ( 'Company' );

• (b) recognise the ability and efforts of the key officers, employees and consultants and their contribution to the future success of the Company; and

• (c) enable the key officers, employees and consultants to participate in the equity of the Company.

2. DEFINITIONS AND INTERPRETATIONS

2.1 Definitions

In this Plan, the following words and expressions have the meanings indicated.

'Acceptance Form' means a document for the acceptance of an offer of Equities made to an Eligible Employee in accordance with these Terms and Conditions in the form set out Annexure A or such other form approved by the Board from time to time.

'Applicable Law' means one or more, as the context requires of:

• (a) the Corporations Act 2001 (Cth);

• (b) Corporations Regulations;

• (c) the listing rules of ASX;

• (d) any other applicable securities laws;

• (e)

• the constitution of the Company; and

• (f) any practice note, policy statement, class order, declaration, guideline, policy or procedure authorising or entitling ASIC or ASX to regulate, implement or enforce, either directly or indirectly:

• (i) a provision of the laws, regulations, rules or constitution referred to in paragraphs (a) to (e); or

• (ii) any agreement or deed made under the laws, regulations, rules or constitution referred to in paragraphs (a) to (e); or

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JUTT HOLDINGS LIMITED

A.B.N. 28 122 180 205

(iii) a person's conduct or proposed conduct under the laws, regulations, rules or constitution referred to in paragraphs (a) to (e), or any agreement or deed referred to in paragraph (f)(ii).

'ASX' means Australian Stock Exchange Limited.

'Board' means the board of Directors of the Company.

'Business Day' means a day other than a Saturday or Sunday on which banks (as defined in the Banking Act 1959) are open for business in Victoria.

'Company' means Jutt Holdings Limited ACN 122 180 205.

'Corporations Act' means the Corporations Act 2001 (Cth) in force from time to time in the relevant jurisdiction of the Commonwealth of Australia.

'Corporations Regulations' means any and all regulations made under the Corporations Act.

'Director' means a director for the time being and from time to time of the Company or any subsidiary of the Company.

'Employee' means, to the extent permitted under Applicable Law:

• (a) any full or part time employee of the Company or any subsidiary of the Company and includes a director who holds salaried employment or office in the Company or any subsidiary of the Company;

• (b) any non-executive director of the Company or any subsidiary of the Company; and

• (c) an individual who provides services to the Company whom the Board determines to be an Employee for the purposes of the Plan;

• (d) an individual whose associate (as that expression is defined in section 139GE of the Income Tax Assessment Act 1936 ) provides services to the Company whom the Board determines to be an Employee for the purposes of the Plan; or

• (e) an individual otherwise in the employment of the Company whom the Board determines to be an Employee for the purposes of the Plan.

'Equities' means Options or Shares.

'Exercise Price' means the amount (determined by the Board and forming part of the Terms of Issue of an Equity) that is payable per Share on the exercise of an Equity.

'Listing Rules' means the listing rules of ASX.

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JUTT HOLDINGS LIMITED

A.B.N. 28 122 180 205

'Offer' means an invitation to an Employee to be granted Equities pursuant to the Plan.

'Options' means options granted or to be granted under the Plan to subscribe for Shares, each such option entitling the holder to subscribe for one Share.

'Participant' means an Employee who has accepted an Offer made pursuant to the Plan.

'Plan' means the Jutt Employee Equity Plan as amended from time to time.

'Related Body Corporate' has the meaning given to that term by section 50 of the Corporations Act ;

'Share' means a fully paid ordinary share in the capital of the Company.

'Subsidiary' has the meaning given to that term by Part 1.2 Division 6 of the Corporations Act.

'Terms of Issue' means, in respect of an Equity offered pursuant to the Plan to an Eligible Employee, the terms and conditions of grant applicable to that Equity as determined by the Board.

'Vested Options' means Options which, in accordance with the Terms of Issue, are at the relevant time capable of immediate exercise by a Participant.

2.2 Interpretation

In this Plan, unless the contrary intention appears:

• (a) headings are used for ease of reference only and do not affect the meaning of this Plan;

• (b) the singular includes the plural and vice versa and words importing gender include other genders;

• (c) a reference to this Plan includes any schedules or annexure;

• (d) a reference to this Plan includes a reference to this Plan as altered or replaced from time to time;

• (e) words and expressions importing natural persons include partnerships and bodies corporate;

• (f) other grammatical forms of defined words or expression have corresponding meanings; and

• (g) reference to any legislation or any provisions of any legislation includes any modifications or re-enactment of the legislation or any legislative provision substituted for, and all legislation and statutory instruments and regulations issued under, the legislation.

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JUTT HOLDINGS LIMITED

A.B.N. 28 122 180 205

3. OFFER OF EQUITIES

• 3.1 Subject to clause 3.6 and clause 15, the Board may from time to time, at its absolute discretion, in accordance with the Plan:

• (a) make Offers of Equities to Employees; and

• (b) determine the Terms of Issue that will apply to the Offer and the Equities offered to each Employee, including the exercise price, exercise period and the restrictions, if any, on the exercise of the Equities.

• 3.2 Offers of Equities to an Employee pursuant to the Plan must comply with Applicable Law, be in writing and must include the following information relating to the Terms of Issue:

• (a) subject to sub-clause 3.5, the issue price (if any) of each Equity;

• (b) subject to clause 3.7, the Exercise Price in Australian dollars or, if the Exercise Price is not capable of being determined, the formula or other method for determining the Exercise Price (where the Exercise Price is specified in a foreign currency, the Australian dollar equivalent of that price at the date of the Offer; or where the Exercise Price is to be worked out in the future under a formula, the Australian dollar or Australian dollar equivalent of that price were that formula applied at the date of the Offer must also be specified);

• (c) the maximum number of Equities to be granted;

• (d) subject to clause 3.8, the date or dates on which the Options expire;

• (e) the date or dates on which, or the circumstances in which, the Options will become Vested Options;

• (f) the method of acceptance (including the closing date by which an Offer must be accepted);

• (g) any other Terms of Issue which in the opinion of the Board are material to the decision of the Employee to accept the Offer;

• (h) a summary, or a copy of, the Terms of Issue; and

• (i) a copy of this Plan, or a summary of this Plan together with an undertaking that during the period in which an Employee can acquire or exercise Equities under this Plan the Company will, within a reasonable period of the Employee so requesting, provide the Employee without charge with a copy of the rules of this Plan.

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JUTT HOLDINGS LIMITED

A.B.N. 28 122 180 205

• 3.3 If required under the Corporations Act 2001 (Cth) or any class order or other instrument issued by ASIC, an Offer must include an undertaking, and an explanation of the way in which, the Company will, during the period in which a Participant may acquire or exercise Options under this Plan, within a reasonable period of a request from a Participant, make available to the Participant the following information:

• (a) the current market price of the Shares;

• (b) where the Exercise Price is denominated in a foreign currency, the Australian dollar equivalent of the Exercise Price at the date the Company responds to the Participant's request; and

• (c) where the Exercise Price is determinable at some future time by reference to a formula, the Australian dollar equivalent of the Exercise Price were that formula applied at the date the Company responds to the request.

• 3.4 An Offer under the Plan is personal to the Employee to whom it is made and, accordingly, the invitation constituted by an Offer may only be accepted by, and Equities may only be issued to, the Employee to whom the Offer is made.

• 3.5 The monetary consideration (if any) payable by an Employee on the grant of an Equity (on acceptance of the relevant Offer) must not exceed 1 cent per Equity, but will otherwise be determined by the Board. Without limiting the discretion of the Board to determine the issue price, it is the intention that Equities will be offered pursuant to the Plan for no consideration (in the case of Options, other than the services expected to be provided by an Employee to the Company prior to the expiry date of the Options).

• 3.6 The Company must not grant Equities under this Plan where the number of shares that are to be received on the exercise of the Options or the number of shares to be issued when aggregated with:

• (a) the number of shares in the same class which would be issued were each outstanding offer with respect to shares, units of shares and equities to acquire unissued shares, under an employee share scheme to be accepted or exercised; and

• (b) the number of shares in the same class issued during the previous five years pursuant to the Plan or any other employee share scheme extended only to eligible employees of the Company;

but disregarding any offer made, or option acquired or share issued by way of or as a result of, among other things:

• (a) an offer to a person situated at the time of receipt of the offer outside of Australia;

• (b) an offer that did not need disclosure to investors because of section 708 of the Corporations Act;

• (c) an offer that did not require the giving of a product disclosure statement under section 1012D of the Corporations Act; or

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A.B.N. 28 122 180 205

• (d) an offer made under a disclosure document or product disclosure statement,

exceeds 5% of the total number of issued shares in that class as at the time of the proposed grant.

• 3.7 The Board may, in its absolute discretion determine the Exercise Price applicable to any Options to be offered under the Plan. Without limiting the discretion of the Board to determine the Exercise Price, which may be below the market price of the Shares, it is the intention that the Exercise Price will be not less than the weighted average price at which the Shares in the Company were traded on ASX during the period of five trading days immediately preceding (but not including) the effective date of the Offer or such other date as determined by the Board.

• 3.8 The exercise period for any Option granted under this Plan must not exceed 10 years from the date of grant.

• 3.9 Despite any other provision of the Plan and unless expressly permitted by ASIC or the Corporations Act, no Offer may be made unless, in the 12 month period immediately before the Offer, the Shares have been continuously listed for quotation on ASX.

For the purpose of this clause, the Shares will be taken to have been 'continuously listed for quotation' on ASX if they have been quoted on ASX throughout the 12 month period immediately before the Offer without suspension for more than a total of 2 trading days per annum during that period.

4. METHOD OF ACCEPTANCE

• 4.1 An Employee who has been offered Equities and who wishes to accept the Offer must deliver a completed Acceptance Form on or before the closing date stated in the Offer together with payment of the monetary consideration (if any) for the grant of the Equities which is then payable in accordance with the Terms of Issue.

• 4.2 Notwithstanding any other Rule, an Employee may accept an Offer in full or in part or, alternatively, decline the Offer.

• 4.3 On acceptance of an Offer, the Employee will, by force of this paragraph, be bound by the Terms of Issue applicable to his or her Equities and by the Plan.

• 4.4 Failure by an Employee to comply with the Plan or any directions contained in an Acceptance Form will, unless the Board otherwise determines, invalidate any acceptance by that Employee of the Offer.

• 4.5 An Employee who fails to return an Acceptance Form on or before the closing date as set out in the Offer to him or her will be deemed to have rejected the Offer and, unless the Board otherwise determines, any acceptance of the Offer received after the closing date will not be valid.

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JUTT HOLDINGS LIMITED

A.B.N. 28 122 180 205

5. GRANT OF EQUITIES

• 5.1 On receipt from an Employee of an Acceptance Form and monetary consideration (if any) payable in accordance with the Terms of Issue, the Company must grant the Equities referred to in the Acceptance Form to that Employee.

• 5.2 The Company will issue a certificate or holding statement (as the case may be) in respect of the Equities to each Participant. The certificate or holding statement will be in such form as the Board may prescribe from time to time.

6.

LAPSE

• 6.1 Subject to any condition of the Offers or Terms of Issue (as the case may be) to the contrary, if:

• (a) an Offer is declined or is not accepted in accordance with clause 4; or

• (b) a pre-condition to exercise of an Equity is not satisfied and the Equity therefore does not at any time become a Vested Equity,

all rights of the Participant under the Plan in respect of his or her entitlement to Equities (other than Vested Options) will immediately cease and the Company will not have any liability or responsibility to the Employee or Participant to pay any consideration or compensation for or in relation to that lapse or to issue or grant any further Equities to that Employee or Participant.

• 6.2 Without limiting the discretion of the Board to determine the conditions of any Offer or the Terms of Issue, it is the intention that, if the conditions of Offer (and therefore the Terms of Issue) provide for the vesting of Options to be dependent on the continued employment of the Participant by the Company (or any of its subsidiaries), the conditions will provide for the following:

• (a) if the Participant dies, the legal personal representative of the Participant may on behalf of the estate of the Participant exercise all or any of the Options exercisable in accordance with Terms of Issue at the date of death provided that such exercise must be made within 30 days after the date of granting of probate or grant of letters of administration (as appropriate) or the Options will lapse and any amount paid to acquire the options will be forfeited;

• (b) if retirement of the Participant occurs after reaching the age determined by the Board to be normal retirement age or in any other circumstances, with the approval of the Board, the Participant may exercise his or her Options in full within 60 days after the date of the retirement; and

• (c) if resignation of the Participant is due to ill health or accident or a dismissal is due to redundancy or any other circumstances with the approval of the Board, the Participant may exercise his or her Options in full within 60 days after the date of the resignation or dismissal.

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JUTT HOLDINGS LIMITED

7. EXERCISE OF OPTIONS

• 7.1 Options may be exercised only at the time and in the manner set out in the Terms of Issue.

• 7.2 Shares issued on exercise of Options will rank equally in all respects with all other issued Shares from the date of issue.

• 7.3 If the Company is at the time of exercise of an Option listed on ASX, the minimum number of Shares which are allotted on partial exercise by a Participant of Equities granted to him or her must not be less than a marketable parcel (as defined in the Listing Rules).

8. PROCEDURE FOR EXERCISE OF OPTIONS

• 8.1 Subject to clause 7, Vested Options may be exercised, in whole or in part, by notice in writing (in the form prescribed by the Board) given by the Participant to the Company. Such notice must be lodged at the Company's registered or principal office, specifying the number of Shares to be issued, and accompanied by the relevant Option certificate or holding statement and payment in full of the Exercise Price in respect of the Options exercised.

• 8.2 Subject to clause 8.1, the Company will issue to the Participant the number of Shares in respect of which Options have been validly exercised, such issue to be effected at any time, at the Board's discretion, after exercise of the Options but not later than one month after receipt by the Company of a valid notice of exercise and the Exercise Price.

9.

ASSIGNMENT/TRANSFER

• 9.1 Subject to any Terms of Issue to the contrary, Equities must not be assigned, transferred or otherwise disposed of by a Participant except if permitted by the Board:

• (a) on the death of an Eligible Employee, to the legal personal representative of the deceased Eligible Employee; or

• (b) to an approved nominee or, after issue to a family member or a company or trust associated with and controlled by the Eligible Employee.

• 9.2 Before an Equity is assigned or transferred, the assignee or transferee ('Assignee') must execute a covenant with the Company that the Assignee agrees to be bound by the Terms of Issue (modified as necessary to reflect the nature and identity of the Assignee) and the Plan.

10. NEW ISSUES

• 10.1 A Participant may only participate in new issues of securities in the Company if his or her shares have been allotted, or his or her Options have been exercised and Shares have been allotted in respect of the Options.

• 10.2 No change will be made to the number of Options or the Exercise Price if the Company makes a new issue of Shares or other securities convertible into Shares other than changes to the number of Options or the Exercise Price

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A.B.N. 28 122 180 205

made in accordance with the Listing Rules where the Company makes a pro rata bonus issue or pro rata cash issue.

11. RECONSTRUCTIONS

• 11.1 If there is a reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company the number of Equities or the Exercise Price or both will be adjusted or reconstructed (as appropriate) in a manner which will not result in any benefit or detriment being conferred on or suffered by the Participants which is not equally conferred on or suffered by the shareholders of the Company.

• 11.2 In determining the treatment of Equities in the event of a reconstruction of the issued capital of the Company, the Board will, where appropriate, apply the rules set out in the Listing Rules applicable to the treatment of equities on a capital reconstruction.

12. TAKEOVERS SCHEMES AND SALE OF BUSINESS

• 12.1 Subject only to the Terms of Issue expressly providing to the contrary, if:

• (a) a takeover offer or a takeover announcement is made in respect of the Shares; and

• (b) the takeover offer or offer pursuant to the announcement (as the case may be) is accepted by the holders of not less than 50% in number of the Shares,

each Participant will be entitled to immediately exercise all Equities currently held by him or her within the period notified by the Company.

• 12.2 Subject only to the Terms of Issue expressly providing to the contrary, if:

• (a) a takeover offer or a takeover announcement is made in respect of the Shares; and

• (b) the takeover offer or offer pursuant to the announcement (as the case may be) is accepted by the holders of not less than 50% in number of the Shares; and

• (c) there is a takeover offer or other offer also made for the Equities,

each Participant will be entitled to immediately accept the offer for his or her Equities.

• 12.3 Subject only to the Terms of Issue expressly providing to the contrary, if an offer for Shares is made to shareholders of the Company pursuant to a scheme of arrangement or compromise which has been approved in accordance with the Corporations Act , Participants will be entitled to immediately exercise Options held by them within the period notified by the Company.

• 12.4 Subject only to any express provision of the Terms of Issue to the contrary, if the Shareholders of the Company approve the disposal by the Company of its main undertaking, the Board may give written notice to each Participant of

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JUTT HOLDINGS LIMITED

• this approval ( 'Approval Notice' ) and, on receipt, each Participant will be entitled on issue of the Approval Notice and conditional upon the disposal contemplated thereunder occurring to immediately exercise his or her Equities within the period notified by the Company.

13. AMENDMENT TO TERMS AND CONDITIONS

• 13.1 Subject to clause 13.2, the Board may from time to time amend, vary or add to the Terms and Conditions without the consent of any Employee or Participant.

• 13.2 No variation of this Plan will be effective unless and until all applicable requirements of the Corporations Act and, if the Company is listed on ASX, the Listing Rules in relation to that variation have been fully complied with by the Company.

• 13.3 A determination, decision, approval or opinion of the Board required pursuant to these Rules to be made by the Board may be made by the Board in such manner as the Board sees fit and at the absolute discretion of the Board.

• 13.4 In the absence of manifest error, any determination, decision, approval or opinion of the Board as to the interpretation, effect or application of these Rules will be final.

14. ADMINISTRATION

• 14.1 The Plan will be administered under the supervision of the Board which may determine:

• (a) appropriate procedures for administration of the Plan; and

• (b) appropriate procedures and documentation for the grant of Equities to Employees.

• 14.2 If any matter arises on or in connection with the Plan or its operation for which provision is not made in the Plan, that matter may be resolved or provided for in such a manner, not inconsistent with the Plan, as the Board may in its discretion think fit.

15. OVERRIDING RESTRICTIONS ON GRANT OR EXERCISE OF EQUITIES

Notwithstanding any Rule of this Plan or the Terms of Issue applicable to any Equity, no Offer may be made or Equity may be granted or exercised if to do so would contravene an Applicable Law.

16. RIGHTS OF PARTICIPANTS

Nothing in these Rules:

• (a) confers on any Employee the right to continue as an employee of the Company or any subsidiary of the Company;

• (b) affects any rights which the Company or a subsidiary of the Company may have to terminate the employment of any employee; or

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A.B.N. 28 122 180 205

• (c) may be used to increase damages in any action brought against the Company or a subsidiary of the Company in respect of any such termination.

17. BROKERAGE OR COMMISSION

No brokerage, commission, stamp duty or transaction costs will be payable by any Eligible Employee in relation to an application for or the issue of an Equity.

18. CHOICE OF LAW AND JURISDICTION

• 18.1 The terms and conditions of this Plan shall be governed by and construed in accordance with the laws for the time being in force in the State of Victoria.

• 18.2 Each Participant irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia and courts entitled to hear appeals from those courts.

19. COSTS AND EXPENSES

The Company will pay all expenses, costs and charges incurred in operating the Plan.

20. TERMINATION OF PLAN

The Plan may be terminated at any time by resolution of the Board, but such termination will not affect or prejudice accrued rights of Participants holding Equities at that time.

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SAMPLE CUSTOMER SAMPLE ADDRESS SAMPLE ADDRESS SAMPLE ADDRESS SAMPLE ADDRESS

PROXY FORM All correspondence to:

Jutt Holdings LTD Suite 1, 1233 High Street Armadale Victoria 3143 Ph: (03) 9824 5254 Fx: (03) 9822 7735

Appointment of Proxy

I/We being members/s of Jutt Holdings Ltd and entitled to vote hereby appoint

==> picture [38 x 32] intentionally omitted <==

the Chairman of OR the Meeting (mark with an ‘X’)

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person 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 2007 Annual General Meeting of Jutt Holdings Ltd to be held at 1[st] Floor, 35 Richardson Street, West Perth, WA 6005 at 10.00 am WST on 27 November 2007 and at any adjournment of that meeting.

IMPORTANT: FOR ITEM 7 and 9 BELOW if the Chairman of the Meeting is your nominated proxy, or may be appointed by default and you have not directed your proxy how to vote on items 7 and 9 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on items 7 and 9 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

Voting directions to your proxy – please mark x to indicate your directions

_For Against Abstain_ Resolution 1: Re-election of Mr Charles Morgan Resolution 2: Re-election of Mr Cyril Geach Resolution 3: Non-binding Adoption of Remuneration Report Resolution 4: Appointment of Auditor Resolution 5: Ratification of Previous Issue of 200,000 Ordinary Shares to The CFO Solution Team Pty Ltd Resolution 6: Ratification of Previous Issue of 400,000 Ordinary Shares and 300,000 Unlisted Options to Minemakers Limited Resolution 7: Non-Executive Directors’ Remuneration Resolution 8: Approval of Issue of 150,000 Unlisted Options to Gallifrey Holdings Pty Ltd Resolution 9: Approval of Jutt Employee Equity Plan*

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

If you mark the Abstain box for a particular item, 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.

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

Individual or Security holder 1 Security holder 2 Security holder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Telephone Number

Contact Daytime Telephone

Contact Name

Date

23

How to complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please contact the Company’s share registry to arrange for changes to be made.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other then the Chairman of the Meeting please write the name of that person. 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 security holder of the Company.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the 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 noted 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 persons as 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.

5 Signing Instructions

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

Individual: were the holding is in one name, the holder must sign. Joint Holding: where the holding is more than one name, all the security holders should sign. Power of Attorney: to sign under a 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. 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 Company Secretary. Please indicate the office held by signing in the appropriate place.

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 form the Company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting at 10.00 am WST on Saturday, 25th November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by posting, delivery or facsimile to:

The CFO Solution Suite 1, 1233 High Street Armadale Victoria 3143 PO Box 8694 Armadale Victoria 3143 Ph: 03 9824 5254 Fax: 03 9822 7735

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