DEVELOP GLOBAL LIMITED — Proxy Solicitation & Information Statement 2008

Dec 10, 2008

JUTT HOLDINGS LIMITED

ABN 28 122 180 205

NOTICE OF GENERAL MEETING

TIME: 10.00am (WDST) DATE: 12 January 2009 PLACE: Level 1 35 Richardson Street WEST PERTH WA

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6424 9188

CONTENTS

Notice of General Meeting (setting out the proposed resolutions)	1
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	19
Schedule 1 – Terms of Options – Resolutions 6 to 9	20
Schedule 2 – Valuation of Director Options – Resolutions 6 to 8	21
Proxy Form	Attached

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WDST) on 12 January 2009 at:

Level 1 35 Richardson Street WEST PERTH WA

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

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

• (a) post to Jutt Holdings Limited, c/- PO Box 863, West Perth WA 6872; or

(b) facsimile to the Company on facsimile number (+61 8) 9463 7836,

so that it is received not later than 10.00am (WDST) on 10 January 2009.

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 10.00am (WDST) on 12 January 2009 at Level 1, 35 Richardson Street, West Perth, Western Australia.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 5.00pm (WDST) on 10 January 2009.

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

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 - APPROVAL FOR THE ISSUE OF SHARES TO LIBERTY MINING CORPORATION PTY LTD

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot 4,500,000 Shares to Liberty Mining Corporation Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Liberty Mining Corporation Pty Ltd (or its nominee) and any of its associates (including any associates of the nominee if appropriate) or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – RE-ELECTION OF DR ALLAN TRENCH AS A DIRECTOR

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

“That, for the purpose of clause 20 of the Constitution and for all other purposes, Dr Allan Trench, a Director who was appointed on 12 November 2008, retires, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – APPROVAL FOR ISSUE OF SHARES TO UNRELATED PARTIES

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot 20,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

1

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 might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – APPROVAL FOR ISSUE OF SHARES TO TIM SUGDEN

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue and allot 20,000,000 Shares to Dr Tim Sugden (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Dr Tim Sugden (or his nominee), any of his associates (including any associates of the nominee if appropriate) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – APPROVAL FOR ISSUE OF SHARES TO AFM PERSEUS FUND LIMITED

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue and allot 10,000,000 Shares to AFM Perseus Fund Limited (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by AFM Perseus Fund Limited (or its nominee), any of his associates (including any associates of the nominee if appropriate) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – APPROVAL FOR THE ISSUE OF OPTIONS TO TIM SUGDEN

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue and allot 10,000,000 Options to Dr Tim Sugden (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Dr Tim Sugden (or his nominee), any of his associates (including any associates of the nominee if appropriate) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities. However, the Company need not disregard a

2

vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 7 – APPROVAL FOR THE ISSUE OF OPTIONS TO MICHAEL MULRONEY

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue and allot 3,000,000 Options to Mr Michael Mulroney (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Michael Mulroney (or his nominee), any of his associates (including any associates of the nominee if appropriate) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 8 – APPROVAL FOR THE ISSUE OF OPTIONS TO ALLAN TRENCH

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, subject to the passing of Resolution 2, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue and allot 3,000,000 Options to Dr Allan Trench (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Dr Allan Trench (or his nominee), any of his associates (including any associates of the nominee if appropriate) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 9 – APPROVAL FOR ISSUE OF OPTIONS TO COMPANY SECRETARY

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot 5,000,000 Options to Ms Liza Carpene (or her nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Ms Liza Carpene and any of her associates or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is

3

cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. RESOLUTION 10 – APPROVAL FOR DIRECTORS TO PARTICIPATE IN SHORTFALL OF ENTITLEMENT ISSUE

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

“That, for the purpose of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the participation of the Directors in the placement of any shortfall of Shares following the completion of the Entitlement Issue on the terms and conditions outlined in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Dr Tim Sugden, Mr Michael Mulroney or Dr Allan Trench (or their respective nominees), any of their associates (including any associates of the nominee if appropriate) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

11. RESOLUTION 11 – CHANGE OF NAME

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

“That, pursuant to Section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to “Venturex Resources Limited.”

DATED: 9 DECEMBER 2008

BY ORDER OF THE BOARD

TIM SUGDEN MANAGING DIRECTOR

4

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10.00am (WDST) on 12 January 2009 at Level 1, 35 Richardson Street, West Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – APPROVAL FOR THE ISSUE OF SHARES TO LIBERTY MINING CORPORATION PTY LTD

1.1 GENERAL

On 6 August 2008, the Company announced that under the terms of the Joint Venture Agreement dated 18 December 2006 between Jutt Resources Pty Ltd, Liberty Mining Corporation Pty Ltd (Liberty Mining) and Ourwest Corporation Pty Ltd (Ourwest) (JV Agreement), the Company had elected to exercise its option to increase its interest in the JV Agreement from 70% to 90% through the issue of 7,299,270 Shares and the payment of $500,000 to Liberty Mining.

On 14 November 2008, given the change in the economic climate, the Company announced to ASX that it had reached an agreement with Liberty Mining and Ourwest to cancel the exercise of the option to acquire the additional 20% interest upon the issue by the Company of a break fee of 4,500,000 Shares to Liberty Mining. As a result, the 7,299,270 Shares have not been issued to Liberty Mining.

In addition to the issue of the 4,500,000 Shares, the cancellation of the option is also conditional upon the Company:

• (a) raising $900,000 by 31 January 2009; and

• (b) undertaking to spend at least $200,000 on the Liberty-Indee Project before 30 June 2009.

The effect of Resolution 1 will be to allow the Directors to issue 4,500,000 Shares to Liberty Mining.

1.2 ASX LISTING RULES

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

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 1:

• (a) the maximum number of Shares to be issued is 4,500,000 Shares;

• (b) 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 ASX Listing Rules) and it is intended that allotment will occur on the same date;

5

• (c) the Shares will be issued at a deemed issue price of $0.01 per Share;

• (d) the Shares will be allotted and issued to Liberty Mining (or its nominee);

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised from the issue of the Shares to Liberty Mining as they will be issued in consideration of Liberty Mining agreeing to cancellation of the option exercised by the Company under the terms of the JV Agreement.

2. RESOLUTION 2 – RE-ELECTION OF ALLAN TRENCH AS A DIRECTOR

Clause 20.5 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Corporations Act.

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

Dr Allan Trench was appointed as a director of the Company on 12 November 2008 and, being eligible, seeks re-election.

3. RESOLUTION 3 – APPROVAL FOR ISSUE OF SHARES TO UNRELATED PARTIES

3.1 GENERAL

On 27 November 2008, the Company announced to ASX that it had entered into a series of convertible loan agreements with various parties whereby the Company was provided loan funds totalling $500,000 (Converting Loan Agreements).

The key terms of the Converting Loan Agreements are as follows:

• (a) each lender agrees to provide loan funds to the Company;

• (b) no interest is payable on the loan funds;

• (c) the loans are unsecured; and

• (d) subject to the approval of Shareholders to the issue of Shares to each lender, the loan funds shall be converted to equity in the Company at a price of $0.01 per Share.

Resolution 3 therefore seeks the approval of Shareholders to issue up to 20,000,000 Shares (representing $200,000 provided to the Company under two Converting Loan Agreements) to unrelated parties of the Company on the terms of the respective Converting Loan Agreements with the Company.

None of the allottees under Resolution 3 will be related parties of the Company.

In the event that Resolution 3 is not passed by Shareholders, the Company will be required to repay the $200,000 loaned funds to the respective lenders on the date that is six (6) months after the date of drawdown of the loans.

6

3.2 ASX LISTING RULES

A brief summary of ASX Listing Rule 7.1 is contained in Section 1.2 above.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the maximum number of Shares to be issued is 20,000,000 Shares;

• (b) 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 ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Shares will be issued at a deemed issue price of $0.01 per Share;

• (d) the Shares will be allotted and issued to each of the following parties in the following amounts:

Lender	No. of Shares
Argonaut Equity Partners Pty Limited	10,000,000
Craig Burton	10,000,000

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised from the issue of the Shares to the allottees, however the Company has received funds totalling $200,000 from Mr Craig Burton and Argonaut Equity Partners Pty Limited under their respective Converting Loan Agreements with the Company, such amount being used as general working capital and to satisfy the capital raising requirements under the agreement for cancellation of the option with Liberty Mining referred to in Section 1.1 above.

4. RESOLUTIONS 4 AND 5 – APPROVAL FOR ISSUE OF SHARES TO RELATED PARTIES

4.1 GENERAL

A summary of the terms of the Converting Loan Agreements is outlined in Section 3.1 above.

In addition to the parties outlined in Resolution 3, the following related parties of the Company have entered into Converting Loan Agreements with the Company (Related Parties):

Name	Amount of Converting Loan Agreement
Tim Sugden	$200,000
AFM Perseus Fund Limited	$100,000

It is a term of the Converting Loan Agreements for each of the lenders, including the Related Parties, that subject to the receipt of the approval of Shareholders, the loan funds will be converted to Shares in the Company at a price of $0.01 per Share.

7

On that basis, the loans granted by the Related Parties will be convertible into 30,000,000 Shares if each of Resolutions 4 and 5 are passed.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The grant of the Shares to the Related Parties requires the Company to obtain Shareholder approval because the grant of the Shares under Resolutions 4 and 5 constitute giving a financial benefit and:

• (a) as a Director, Dr Tim Sugden is a related party of the Company; and

• (b) AFM Perseus Fund Limited is a company related to Mr Michael Mulroney, a Director of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of the Shares to the Related Parties.

4.2 SHAREHOLDER APPROVAL (CHAPTER 2E OF THE CORPORATIONS ACT AND LISTING RULE 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Shares under Resolutions 4 and 5:

• (a) the related parties are Dr Tim Sugden and AFM Perseus Fund Limited;

• (b) the maximum number of Shares (being the nature of the financial benefit being provided) to be granted to the Related Parties is as follows:

Name	No. of Shares
Tim Sugden	20,000,000
AFM Perseus Fund Limited	10,000,000

(c) the Shares will be issued no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date;

8

• (d) the Shares will be granted at an issue price of $0.01 per Share. No funds will be raised from the issue of the Shares, however the Company has received $300,000 from the Related Parties under the Converting Loan Agreements;

• (e) the funds received under the Converting Loan Agreements with the Related Parties will be used as general working capital and to satisfy the capital raising requirements under the agreement for the cancellation of the option with Liberty Mining referred to in Section 1.1 above;

• (f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (g) the price of the Shares has been set at the same price as that for the remaining lenders under the Converting Loan Agreements;

• (h) the Related Parties currently hold the following interest in securities in the Company:

Name	No. of Shares	No. of Options
Tim Sugden*	Nil	Nil
AFM Perseus Fund Limited	1,725,683	1,029,350

• Pursuant to Resolution 7, the Company is seeking the approval of Shareholders to issue 10,000,000 Director Options to Dr Tim Sugden (or his nominee). Shareholders are directed to Section 5.2 below for additional information on those Options. In addition, the Company is also seeking approval under Resolution 10 to enable the Directors (including Dr Tim Sugden) to participate in any shortfall under the Entitlement Issue. Further information is set out in Section 7;

(i) the remuneration and emoluments from the Company to Dr Tim Sugden since his appointment on 18 August 2008 has been $29,625. AFM Perseus Fund Limited has not been paid any remuneration or emoluments in the previous 12 months.

(j) if the Shares are issued to the Related Parties a total of 30,000,000 Shares will be issued to the Related Parties (or their nominees). The issue of the Shares will increase the number of Shares on issue from 69,037,064 Shares to 109,037,064 (assuming that no other Options are exercised and no other Shares are issued other than the Shares issued in accordance with Resolution 3) with the effect that the shareholding of existing Shareholders would be diluted as follows:

Related Party	Issued Shares as at the date of this Notice of Meeting (including Shares issued under Resolution 3)	Shares to be issued pursuant to Resolutions 4 and 5)	Total Shares on issue following issue of Shares	Dilutionary effect
Tim Sugden (Resolution 4)	89,037,064	20,000,000	109,037,064	18.34%

9

AFM Perseus Fund Limited (Resolution 5)	89,037,064	10,000,000	99,037,064	10.10%
Total	89,037,064	30,000,000	119,037,064	25.20%

• (k) the trading history of the Shares on ASX in the 12 months before the date of this Notice of General Meeting is set out below:

	Price	Date
Highest	$0.30	17 December 2007
Lowest	$0.005	21 November 2008
Last	$0.010	3 December 2008

(l) the primary purpose of the grant of Shares to the Related Parties is to comply with the terms of the Converting Loan Agreements that the Company has entered into with the Related Parties. Where the Shares are not issued, the Company will be required to repay the loan on the terms outlined in the Converting Loan Agreements;

• (m) Dr Tim Sugden declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 4, recommend that Shareholders vote in favour of Resolution 4. The Board (other than Dr Tim Sugden) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution; and

• (n) Mr Michael Mulroney declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 5, recommend that Shareholders vote in favour of Resolution 5. The Board (other than Mr Michael Mulroney) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares under Resolutions 4 and 5 as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares under Resolutions 4 and 5 will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

5. RESOLUTIONS 6 TO 8 – APPROVAL OF DIRECTOR OPTIONS

5.1 GENERAL

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue the following number of Options (Director Options) to each of Dr Tim Sugden, Mr Michael Mulroney and Dr Allan Trench (or their nominees) (Related Parties) on the terms and conditions set out below:

10

Director	No. of Director Options
Tim Sugden	10,000,000
Michael Mulroney	3,000,000
Allan Trench	3,000,000

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The grant of the Director Options to the Related Parties requires the Company to obtain Shareholder approval because the grant of Director Options constitutes giving a financial benefit and as Directors, Dr Tim Sugden, Mr Michael Mulroney and Dr Allan Trench are related parties of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Director Options to the Related Parties.

5.2 SHAREHOLDER APPROVAL (CHAPTER 2E OF THE CORPORATIONS ACT AND LISTING RULE 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options:

• (a) the related parties are Dr Tim Sugden, Mr Michael Mulroney and Dr Allan Trench, each a Director of the Company;

• (b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is as follows:

Director	No. of Director Options
Tim Sugden	10,000,000
Michael Mulroney	3,000,000
Allan Trench	3,000,000

11

• (c) the Director Options will be granted to the Related Parties no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Options will be issued on one date;

(d) the Director Options will be granted at the following issue price:

Director	No. of Director Options	Issue Price
Tim Sugden	10,000,000	Nil
Michael Mulroney	3,000,000	Nil
Allan Trench	3,000,000	Nil

Accordingly, no funds will be raised from the issue;

(e) the Director Options are issued on the following terms and conditions and otherwise on the terms and conditions set out in Schedule 1:

Director	No. of Director Options	Exercise Price	Expiry Date
Tim Sugden	10,000,000	$0.10	Three (3) years from the date of issue
Michael Mulroney	3,000,000	$0.10	Three (3) years from the date of issue
Allan Trench	3,000,000	$0.10	Three (3) years from the date of issue

(f) the value of the Director Options for Resolutions 6 to 8 and the pricing methodology is set out in Schedule 2;

(g) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Tim Sugden*	Nil	Nil
Michael Mulroney*	1,900,410	1,029,350
Allan Trench*	Nil	Nil

• Pursuant to Resolution 10, the Company is seeking approval for the Directors to participate in the shortfall from the Entitlement Issue. The number of Shares which may be issued to the Directors under the shortfall will depend on the number of Shares taken up by Shareholders under their entitlement and the number of Shares that Argonaut place under its agreement with the Company. In addition, pursuant to Resolution 4 the Company is seeking approval to issue 20,000,000 Shares to Dr Tim Sugden under this Converting Loan Agreement.

12

(h) the remuneration and emoluments from the Company to the Related Parties since their date of appointment is set out below:

Related Party	$
Tim Sugden	$29,625
Michael Mulroney	$30,000
Allan Trench	Nil

(i) if the Director Options granted to the Related Parties are exercised, a total of 16,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 69,037,064 to 85,037,064 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted as follows:

Related Party	Issued Shares as at the date of this Notice of Meeting	Director Options to be issued	Issued Shares upon exercise of all Director Options	Dilutionary effect upon exercise of Director Options
Tim Sugden	69,037,064	10,000,000	79,037,064	12.65%
Michael Mulroney	69,037,064	3,000,000	72,037,064	4.16%
Allan Trench	69,037,064	3,000,000	72,037,064	4.16%
Total	69,037,064	16,000,000	85,037,064	18.82%

The market price for Shares during the term of the Director Options would normally determine whether or not the Director Options are exercised. If, at any time any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company;

(j) any funds raised through the exercise of the Director Options will be allocated towards the Company’s general working capital;

(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice of General Meeting is set out below:

	Price	Date
Highest	$0.30	17 December 2007
Lowest	$0.005	21 November 2008
Last	$0.010	3 December 2008

(l) the primary purpose of the grant of Director Options to each of Dr Tim Sugden, Mr Michael Mulroney and Dr Allan Trench is to provide cost effective consideration for their ongoing commitment and contribution to the Company in their roles as Directors. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Options upon the terms proposed;

13

• (m) the Board acknowledges the grant of Director Options to Mr Michael Mulroney and Dr Allan Trench is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of Director Options to Mr Michael Mulroney and Dr Allan Trench is reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves through the payment of minimal fees;

• (n) Dr Tim Sugden declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 6, recommend that Shareholders vote in favour of Resolution 6. The Board (other than Dr Tim Sugden) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution;

• (o) Mr Michael Mulroney declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 7, recommend that Shareholders vote in favour of Resolution 7. The Board (other than Mr Michael Mulroney) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution; and

• (p) Dr Allan Trench declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 8, recommend that Shareholders vote in favour of Resolution 8. The Board (other than Dr Allan Trech) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options to the Related Party will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

6. RESOLUTION 9 – APROVAL FOR ISSUE OF OPTIONS TO COMPANY SECRETARY

6.1 GENERAL

Resolution 9 seeks approval for the issue of 5,000,000 Options to Ms Liza Carpene, the Company Secretary of the Company.

6.2 ASX LISTING RULES

A summary of the requirements of ASX Listing Rule 7.1 is contained in Section 1.2 above.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 9:

14

• (a) the maximum number of Options to be issued is 5,000,000 Options;

• (b) the Options 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 ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil consideration as part of the remuneration package agreed prior to the appointment of the Company Secretary;

• (d) the Options will be allotted and issued to Ms Liza Carpene, the Company Secretary of the Company (or her nominee);

• (e) the Options will be exercisable at $0.10 on or before the date that is three (3) years after the date of issue and otherwise on the terms and conditions outlined in Schedule 1;

• (f) upon exercise of each Option, the Shares issued will rank pari passu with the Company’s existing Shares on issue; and

• (g) no funds will be raised from the issue of the Options as they will be issued as part of the remuneration package agreed with the Company Secretary prior to her appointment as Company Secretary of the Company.

7. RESOLUTION 10 – APPROVAL FOR DIRECTORS TO PARTICIPATE IN SHORTFALL OF ENTITLEMENT ISSUE

7.1 GENERAL

The Company has announced its intention to undertake a pro rata nonrenounceable entitlement issue to raise approximately $690,370 (Entitlement Issue). Argonaut Securities Pty Limited (Argonaut) has agreed to manage the issue of the shortfall of the Entitlement Issue on a “reasonable endeavours” basis. The Directors, in consultation with Argonaut, intend to issue the shortfall from the Entitlement Issue to non-related parties of the Company. However, to ensure that sufficient funds are raised from the Entitlement Issue, the Directors are seeking approval to participate in the allocation of the shortfall from the Entitlement Issue (Shortfall Shares) up to the following amounts:

Director	No. of Shortfall Shares
Tim Sugden	10,000,000
Michael Mulroney	2,000,000
Allan Trench	2,000,000

No Shares will be issued to a Director under Resolution 10 if the issue will result in that Director having an interest in greater than 20% of the voting Shares on issue at the time of the issue.

The number of Shortfall Shares that will be available to distribute by the Company will depend on the take up by Shareholders of their individual entitlement under the Entitlement Issue.

As outlined in Section 5 above, each of the Directors is a related party of the Company (Related Parties).

15

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The grant of the Shortfall Shares to the Related Parties requires the Company to obtain Shareholder approval because the grant of Shortfall Shares constitutes giving a financial benefit and as Directors, Dr Tim Sugden, Mr Michael Mulroney and Dr Allan Trench are related parties of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Shortfall Shares to the Related Parties.

7.2 SHAREHOLDER APPROVAL (CHAPTER 2E OF THE CORPORATIONS ACT AND LISTING RULE 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Shortfall Shares:

• (a) the related parties are Dr Tim Sugden, Mr Michael Mulroney and Dr Allan Trench, each a Director of the Company;

• (b) the maximum number of Shortfall Shares (being the nature of the financial benefit being provided) to be granted to the Related Parties is as follows:

Director	No. of Shortfall Shares
Tim Sugden	10,000,000
Michael Mulroney	2,000,000
Allan Trench	2,000,000

• (c) the Shortfall Shares will be granted to the Related Parties no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shortfall Shares will be issued on one date;

• (d) the Shortfall Shares will be issued at a price of $0.01 per Share, being the price at which the Entitlement Issue is to be undertaken. Accordingly, a maximum amount of $140,000 could be raised if the Directors are required to apply for their maximum number of Shortfall Shares;

16

• (e) The Shortfall Shares, when issued, will rank pari passu with the existing Shares on issue;

• (f) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Tim Sugden*	Nil	Nil
Michael Mulroney*	1,900,410	1,029,350
Allan Trench*	Nil	Nil

*Pursuant to the remaining resolutions of this Notice of Meeting, the Company is seeking approval to issue the following Securities to the Directors:

• (i) 20,000,000 Shares to Dr Tim Sugden on conversion of his Converting Loan Agreement;

• (ii) 10,000,000 Director Options to Dr Tim Sugden;

• (iii) 10,000,000 Shares to AFM Perseus Fund Limited, a company related to Mr Michael Mulroney;

• (iv) 3,000,000 Director Options to Mr Michael Mulroney; and

• (v) 3,000,000 Director Options to Dr Allan Trench;

• (g) the remuneration and emoluments from the Company to the Related Parties since their date of appointment is set out below:

Related Party	$
Tim Sugden	$29,625
Michael Mulroney	$30,000
Allan Trench	Nil

(h) if the maximum number of Shortfall Shares are issued to the Related Parties, a total of 14,000,000 Shares would be issued and allotted. This will increase the number of Shares on issue from 69,037,064 to 83,037,064 (assuming that no other Options are exercised, no other Shares are issued, and no other Shareholders take up their entitlement under the Entitlement Issue) with the effect that the shareholding of existing Shareholders would be diluted as follows:

Related Party	Issued Shares following Entitlement Issue but before Shortfall issued	Shortfall Shares to be issued to Directors	Issued Shares after issue of Shortfall Shares	Dilutionary effect
Tim Sugden	69,037,064	10,000,000	79,037,064	12.65%

17

Michael Mulroney	69,037,064	2,000,000	71,037,064	2.82%%
Allan Trench	69,037,064	2,000,000	71,037,064	2.82%
Total	69,037,064	14,000,000	83,037,064	16.86%

(i) any funds raised through the issue of the Shortfall Shares to the Directors will be allocated to exploration at the Liberty-Indee project and to general working capital of the Company which shall be outlined in the prospectus for the Entitlement Issue which will be issued prior to the date of the General Meeting;

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice of General Meeting is set out below:

	Price	Date
Highest	$0.30	17 December 2007
Lowest	$0.005	21 November 2008
Last	$0.010	3 December 2008

(k) the primary purpose of the grant of Shortfall Shares to the Directors is to ensure that the Company raises sufficient funds to meet its obligations where the take up of the Entitlement Issue from Shareholders, and the issue of any other shortfall to non-related parties by Argonaut does not result in the Company achieving that minimum;

(l) the Directors decline to make a recommendation in relation to Resolution 10 due to their interest in the outcome of the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shortfall Shares to the Directors as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shortfall Shares to the Directors will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

8. RESOLUTION 11 – CHANGE OF NAME

The new name proposed to be adopted under Resolution 11 is “Venturex Resources Limited”. The Directors believe that this new name more accurately reflects the proposed future operations of the Company.

Section 157 of the Corporations Act requires that for a company to change its name, it must pass a special resolution at a general meeting adopting the new name. Accordingly, 75% of all votes cast on this resolution must be in favour of the resolution for Resolution 11 to pass.

9. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+61 8) 6424 9188 if they have any queries in respect of the matters set out in these documents.

18

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited or the Australian Securities Exchange operated by ASX Limited, as appropriate.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Jutt Holdings Limited (ABN 28 122 180 205).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director Option means an Option granted to a Director.

Directors means the directors of the Company.

Entitlement Issue means an entitlement issue to be undertaken by the Company to raise approximately $690,370.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Option means an option to acquire a Share.

Option Holder means a holder of an Option.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

WDST means Western Daylight Saving Time as observed in Perth, Western Australia.

19

SCHEDULE 1 – TERMS OF OPTIONS – RESOLUTIONS 6 TO 9

The terms of the Options issued pursuant to Resolutions 6 to 9 inclusive are as follows:

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

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

• (b) The Options expire on the date that is three (3) years after the date the Options are issued.

• (c) The Share allotted on exercise of an Option shall be issued at the exercise price of $0.10 per share.

• (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, their nominee).

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

• (f) 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 Company for the subscription price for the Shares.

• (g) 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.

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

• (i) 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.

• (j) 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.

• (k) 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.

• (l) 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.

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

20

SCHEDULE 2 – VALUATION OF DIRECTOR OPTIONS – RESOLUTIONS 6 TO 8

The Director Options to be issued to the Related Parties pursuant to Resolutions 6 to 8 have been valued by internal management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Director Options were ascribed a value, as follows:

Resolution 6 – Director Options issued to Tim Sugden

Assumptions:
Valuation date	28 November 2008
Market price of Shares	$0.012
Exercise price	$0.100
Expiry date	3 years from Issue Date
Life of Options (Months)	36
Risk free interest rate	3.64%
Volatility	88%
Black-Scholes Valuation per Option	$0.0018
Discount for vesting	-
Discount for unlisted status	5%
Indicated value per Option	$0.0017
Number of Director Options	10,000,000
Value of Director Options	$16,985.37

Resolution 7 – Director Options issued to Michael Mulroney

Assumptions:
Valuation date	28 November 2008
Market price of Shares	$0.012
Exercise price	$0.100
Expiry date	3 years from Issue Date
Life of Options (Months)	36
Risk free interest rate	3.64%
Volatility	88%
Black-Scholes Valuation per Option	$0.0018
Discount for vesting	-
Discount for unlisted status	5%
Indicated value per Option	$0.0017
Number of Director Options	3,000,000
Value of Director Options	$5,095.61

21

Resolution 8 – Director Options issued to Allan Trench

Assumptions:
Valuation date	28 November 2008
Market price of Shares	$0.012
Exercise price	$0.100
Expiry date	3 years from Issue Date
Life of Options (Months)	36
Risk free interest rate	3.64%
Volatility	88%
Black-Scholes Valuation per Option	$0.0018
Discount for vesting	-
Discount for unlisted status	5%
Indicated value per Option	$0.0017
Number of Director Options	3,000,000
Value of Director Options	$5,095.61

Note: The valuations noted above are not necessarily the market prices that the Director Options could be traded at and they are not automatically the market prices for taxation purposes.

22

PROXY FORM

APPOINTMENT OF PROXY JUTT HOLDINGS LIMITED ABN 28 122 180 205

GENERAL MEETING

I/We of

==> picture [431 x 55] intentionally omitted <==

being a member of Jutt Holdings Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10.00am (WDST), on 12 January 2009 at Level 1, 35 Richardson Street, West Perth, Western Australia, and at any adjournment thereof.

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

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 11 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 11 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 11 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 11 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 11.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Approval for the issue of Shares to Liberty Mining Corporation Pty Ltd Resolution 2 – Re-election of Allan Trench as a Director Resolution 3 –Approval for Issue of Shares to Unrelated Parties Resolution 4 –Approval of Issue of Shares to Tim Sugden Resolution 5 –Approval of Issue of Shares to AFM Perseus Fund Limited Resolution 6 –Approval for the issue of Options to Tim Sugden Resolution 7– Approval for the issue of Options to Michael Mulroney Resolution 8 – Approval for the issue of Options to Allan Trench Resolution 9 – Approval for the issue of Options to Company Secretary Resolution 10 – Approval for Directors to Participate in Shortfall of Entitlement Issue Resolution 11 – Change of Name

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Signature of Member(s):

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: _____ Contact Ph (daytime): _________

JUTT HOLDINGS LIMITED ABN 28 122 180 205

Instructions for Completing ‘Appointment of Proxy’ Form

1.

(Appointing a Proxy): A member entitled to attend and vote at an General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

(Direction to Vote): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3.

(Signing Instructions):

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

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

• (Power of Attorney): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• (Companies): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• (Attending the Meeting): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

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

• (a) post to Jutt Holdings Limited, c/- PO Box 863, West Perth WA 6872; or

• (b) facsimile to the Company on facsimile number +61 8 9463 7836,

so that it is received not later than 10.00am (WDST) on 10 January 2009.

Proxy forms received later than this time will be invalid.