DGR GLOBAL LIMITED — AGM Information 2007

Oct 25, 2007

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26 October 2007

Dear shareholder,

RE: Notice of Annual General Meeting of Shareholders

Please find enclosed the Notice of Annual General Meeting of shareholders (AGM), which has been scheduled as follows:

Date: Thursday, 29 November 2007

Time: 12.00pm (Brisbane time)

Venue: Hopgood Ganim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane

Please find enclosed Volume 1 of the D’Aguilar Gold Limited Annual Report for 2007, and please note that:

• If you have elected to receive a printed version of the full Annual Report, this is enclosed for your reference;

• If you have elected to receive shareholder communications electronically, an email containing the full Annual Report will be sent to you shortly.

Please note that the full D’Aguilar Gold Annual Report can be viewed online at www.daguilar.com.au

We look forward to seeing you at the AGM.

On behalf of the board DP Cornish Company Secretary

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NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

Date of Meeting: 29 November 2007 Time of Meeting: 12.00pm (Brisbane time) Place of Meeting: Hopgood Ganim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane, QLD

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

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of D’AGUILAR GOLD LIMITED ACN 052 354 837 ( Company ) will be held at Hopgood Ganim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane, Queensland, on 29 November 2007 at 12.00pm (Brisbane time).

AGENDA

ORDINARY BUSINESS

Financial Reports

To receive and consider the Company’s Annual Report comprising the Directors’ and Auditor’s Report, Directors’ Declaration, Income Statements, Balance Sheets, Statements of Changes in Equity, Cash Flow Statements and notes to and forming part of the accounts for the year ended 30 June 2007.

1. Re‐election of Vincent Mascolo as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company: “That Vincent Mascolo, who retires by rotation in accordance with Article 40 of the Company’s Constitution and, being eligible, offers himself for re‐election, be re‐elected as a Director.”

2. Remuneration Report

To consider and, if thought fit, pass the following Advisory Resolution:

“That the Remuneration Report for the year ended 30 June 2007 (as set out in the Directors Report) is adopted.”

The vote on this Resolution 2 is advisory only and does not bind the Directors of the Company.

SPECIAL BUSINESS

3. Ratification of Option Issue

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution of the Company: “That in accordance with the provisions of Listing Rule 7.4 of the ASX Listing Rules, and for all other purposes, the shareholders ratify the previous issue by the Company of one million (1,000,000) options to subscribe for ordinary shares in the Company exercisable at prices between 12.7 cents and 25.0 cents each on or before 30 June 2009 ( Previous Options ) to Ballyhoo Marketing and Communications Pty Ltd ACN 117 923 921 ( Option Recipient ), and otherwise on the terms set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.”

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A detailed summary of the terms of the Previous Options is contained within the Explanatory Memorandum.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by the Option Recipient or any associate of any Option Recipient.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in 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 the direction on the proxy form to vote as the proxy decides.

4. Ratification of Share Placement

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution of the Company:

“That in accordance with the provisions of Listing Rule 7.4 of the ASX Listing Rules, and for all other purposes, the shareholders ratify the previous issue by the Company of seven million (7,000,000) shares in the capital of the Company to those recipients ( Placement Recipients ), in those proportions and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by:

• any of the Placement Recipients;

• any associate of the Placement Recipients.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in 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 the direction on the proxy form to vote as the proxy decides.

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5. Grant of Options to Nicholas Mather

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“That in accordance with the provisions of Listing Rule 10.11 of the ASX Listing Rules and Part 2E of the Corporations Act 2001 (Cwlth) ( Corporations Act ) and for all other purposes, the Company be authorised to issue 2,000,000 options to subscribe for ordinary shares in the capital of the Company exercisable at $0.275 each on or before 30 June 2011 ( Director Options ) to Nicholas Mather, being the Managing Director of the Company, or his nominee ( Mr Mather ) and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting”.

• A copy of this Notice of Annual General Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with section 218 of the Corporations Act.

• • A detailed summary of the proposed terms of the Director Options is contained within the Explanatory Memorandum.

• Voting Exclusion Statement • The Company will disregard any votes cast on this Resolution by: � Mr Mather; � any associate of Mr Mather.

• • However, the Company need not disregard a vote if: � it is cast by a person as proxy for a person who is entitled to vote, in 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 the direction on the proxy form to vote as the proxy decides.

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6. Grant of Options to Ian Levy

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“That in accordance with the provisions of Listing Rule 10.11 of the ASX Listing Rules and Part 2E of the Corporations Act 2001 and for all other purposes, the Company be authorised to issue 500,000 Director Options to Ian Levy, being a Director of the Company, or his nominee ( Mr Levy ) and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting”.

• A copy of this Notice of Annual General Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with section 218 of the Corporations Act.

• A detailed summary of the proposed terms of the Director Options is contained within the Explanatory Memorandum.

Voting Exclusion Statement

• The Company will disregard any votes cast on this Resolution by: � Mr Levy; � any associate of Mr Levy.

• • However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in 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 the direction on the proxy form to vote as the proxy decides.

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7. Grant of Options to Brian Moller

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“That in accordance with the provisions of Listing Rule 10.11 of the ASX Listing Rules and Part 2E of the Corporations Act and for all other purposes, the Company be authorised to issue 500,000 Director Options to Brian Moller, being a director of the Company, or his nominee ( Mr Moller ) and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting”.

• A copy of this Notice of Annual General Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with section 218 of the Corporations Act.

• • A detailed summary of the proposed terms of the Director Options is contained within the Explanatory Memorandum.

• Voting Exclusion Statement • The Company will disregard any votes cast on this Resolution by: � Mr Moller; � Any associate Mr Moller.

• • However, the Company need not disregard a vote if: � it is cast by a person as proxy for a person who is entitled to vote, in 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 the direction on the proxy form to vote as the proxy decides.

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8. Grant of Options to Vincent Mascolo

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“That in accordance with the provisions of Listing Rule 10.11 of the ASX Listing Rules and Part 2E of the Corporations Act 2001 and for all other purposes, the Company be authorised to issue 500,000 Director Options to Vincent Mascolo, being a director of the Company, or his nominee ( Mr Mascolo ) and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting”.

• A copy of this Notice of Annual General Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with section 218 of the Corporations Act.

• A detailed summary of the proposed terms of the Director Options is contained within the Explanatory Memorandum.

Voting Exclusion Statement

• The Company will disregard any votes cast on this Resolution by: � Mr Mascolo; � any associate of Mr Mascolo.

• • However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in 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 the direction on the proxy form to vote as the proxy decides.

GENERAL BUSINESS

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

BY ORDER OF THE BOARD

Duncan Cornish Company Secretary 25 October 2007

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EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum is provided to Shareholders of D’AGUILAR GOLD LIMITED ACN 052 354 837 ( Company ) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 8, Waterfront Place, 1 Eagle Street, Brisbane, Queensland on 29 November 2007 commencing at 12.00pm (Brisbane time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Terms used in this Explanatory Memorandum are defined on page 23.

CONSIDER THE COMPANY’S ANNUAL REPORT

The Corporations Act requires the financial report the directors’ report and the auditor’s report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the financial report, the directors’ report or the auditor’s report.

Shareholders will have a reasonable opportunity at the Meeting to ask questions and make comments on these reports and on the business and operations of the Company.

Resolution 1 – Re‐election of Vincent Mascolo as a director

Mr Mascolo retires in accordance with Article 40 of the Company's constitution and, being eligible, offers himself for re‐election as a Non‐Executive Director.

Mr Mascolo was appointed on 30 September 2002. Mr Mascolo is a qualified mining engineer with extensive experience in a variety of fields including, gold and coal mining, quarrying, civil‐works, bridge‐works, water and sewage treatment and estimating.

Mr Mascolo has completed assignments in the Civil and Construction Industry, including construction and project management, engineering, quality control and environment and safety management.

Mr Mascolo is a member of both the Australian Institute of Mining and Metallurgy and the Institute of Engineers of Australia.

Mr Mascolo is the Chairman of the Audit and Risk Management Committee and a member of the Remuneration and Nomination Committee.

The Directors (with Mr Mascolo abstaining) recommend that you vote in favour of this Ordinary Resolution.

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Resolution 2 – Remuneration Report

The Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non‐binding Advisory Resolution.

The Remuneration Report is set out in the Directors’ Report section of the Annual Report. The Report:

• explains the Board’s policy for determining the nature and amount of remuneration of executive directors and senior executives of the Company;

• explains the relationship between the Board’s remuneration policy and the Company’s performance;

• sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and

• details and explains any performance conditions applicable to the remuneration of executive directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report. A vote on this resolution is advisory only and does not bind the Directors of the Company.

Resolution 3 – Ratification of Option Issue

Background

Pursuant to Resolution 3, the Company is seeking Shareholder approval to ratify the previous issue of one million (1,000,000) options to subscribe for ordinary shares in the Company ( Previous Options ) to Ballyhoo Marketing and Communications Pty Ltd ACN 117 923 921 ( Option Recipient ) in accordance with Listing Rule 7.4 in order to refresh the Company’s ability to issue up to 15% of its share capital (in a 12 month period) under Listing Rule 7.1.

Under Listing Rule 7.4, an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval if the issue did not breach Listing Rules 7.1 (i.e. the issue did not exceed the 15% limit under Listing Rule 7.1) and holders of the ordinary securities subsequently approve the issue.

In accordance with Listing Rule 7.4 the Company advises as follows:

Previous Option Terms

A summary of the material terms of the Previous Options is set out below:

• The Previous Options will not be transferable or assignable to any other person other than an Option Recipient’s nominee.

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• Previous Options are exercisable at the following exercise prices:

Total	Exercise Price (cents)	Series 1 Vest 31 March 2008	Series 2 Vest 31 March 2009
400,000	12.7	200,000	200,000
300,000	20.0	150,000	150,000
300,000	25.0	150,000	150,000
1,000,000		500,000	500,000

• The Previous Options will lapse on the earlier of:

• 30 June 2009;

• the expiration of three (3) months, or any longer period as may be determined by the Directors, after the Option Recipient ceases (as applicable) to be engaged by the Company; or

• the Option Recipient ceasing to be engaged by the Company due to fraud or dishonesty,

( Expiry Date )

• The Previous Options may only be exercised upon the earlier of:

• 31 March 2008 (Series 1) as noted above in the table; and

• 31 March 2009 (Series 2) as noted above in the table,

( Vesting Date )

• The Previous Options may be exercised wholly or in part on and from the Vesting dates provided that the Option Recipient:

• has been, and continues to be at each Vesting date, the Company’s Investor Relations and Marketing firm;

• has delivered to the Company, to the Managing Director ( MD ) and Board’s satisfaction which shall not be unreasonably withheld, an Investor Relations and Marketing plan for the upcoming six (6) month period. These reports are to be received and approved by the MD and Board by the Vesting Dates; and

• has demonstrated constructive pro‐action and innovation in respect of the marketing plan an continually present advancements and refinements to the marketing strategy, to the MD and Board’s satisfaction.

• The Previous Options may be exercised wholly or in part on an from the Vesting date by notice in writing to the Company, together with a cheque for the Exercise Price for those options, prior to the Expiry Date.

• Upon valid exercise of the Previous Options and payment of the Exercise Price, the Company will issue fully paid ordinary shares raking pari passu with the then issued ordinary shares of the Company.

• The Company shall allot the number of Shares the subject of any exercise notice and apply, at its cost, for listing of the Shares within fourteen (14) days of allotment of the Shares.

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• Following any pro‐rata bonus issue, rights issue, reconstruction an re‐organisation of the issued ordinary shares of the Company, then:

• the number of Previous Options, the Exercise Price, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Previous Options which are not conferred on Shareholders; and

• subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Previous Options will remain unchanged.

• If there is a pro‐rata issue (except a bonus issue), then:

in the event that the Company is listed on the Official List at the time of the pro‐rata issue (except a bonus issue), the Exercise Price may be reduced according to the following formula:

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Where:

• O[1] = the new exercise price of the Previous Options;

• O = the old exercise price of the Previous Options;

• E = the number of underlying securities into which one Previous Option is exercisable

• P = the average market price per security (weighted by reference to volume) of the underlying securities during the five trading days ending on the day before the ex right date or the ex entitlements date

• S = the subscription price for a security under the pro‐rata issue

• D = dividend due but not yet paid on the existing underlying securities (except those to be issue under the pro‐rata issue)

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security,

otherwise the Exercise Price shall remain unchanged.

• If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which the Previous Option is exercisable may be increased by the number of Shares which the Option Recipient would have received if the Previous Option had been exercised before the record date before the bonus issue.

• The terms of the Previous Options shall only be changed if holders (whose votes are not to be disregarded) of Shares approve of such a change. However, the terms of the Previous Options shall not be changed to reduce the Exercise Price, increase the number of Previous Options or change any period for exercise of the Previous Options.

• In accordance with Listing Rule 7.5, the Company advises that no funds were raised by the issue as the Previous Options were issued for no cash consideration and as such have a nil issue price.

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Resolution 4 – Ratification of Share Placement

Background

Pursuant to Resolution 4, the Company is seeking Shareholder approval to ratify the previous issue of seven million (7,000,000) Shares to those recipients identified in the table below ( Placement Recipients ) on 21 March 2007 in accordance with Listing Rule 7.4 in order to refresh the Company’s ability to issue up to 15% of its share capital (in a 12 month period) under Listing Rule 7.1.

Under Listing Rule 7.4, an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval if the issue did not breach 7.1 (i.e. the issue did not exceed the 15% limit under Listing Rule 7.1) and holders of the ordinary securities subsequently approve the issue.

Terms of the previous issue of Shares

In accordance with Listing Rule 7.5 the Company advises that the previous Shares were issued to the Placement Recipients as follows:

Name of Placement Recipient	Number of shares	Issue price	Total amount paid
Catherine Cornish	500,000	$0.10	$50,000
W. G Runge	50,000	$0.10	$5,000
Mrs Beth Runge	500,000	$0.10	$50,000
Rob Runge	200,000	$0.10	$20,000
The Robert Runge Trust	200,000	$0.10	$20,000
A. I. Sinclair	200,000	$0.10	$20,000
Runge International Pty Ltd	250,000	$0.10	$25,000
The Runge Superannuation Fund	500,000	$0.10	$50,000
DC & SY Smith	100,000	$0.10	$10,000
Tenstar Trading Ltd	1,000,000	$0.10	$100,000
Mr Guy Lance Jones	500,000	$0.10	$50,000
Warren William & Marilyn Brown	1,000,000	$0.10	$100,000
Shared Portfolio Strategy Pty Ltd	500,000	$0.10	$50,000
Almark Developments Pty Ltd	400,000	$0.10	$40,000
Robert Mrozowski	100,000	$0.10	$10,000
Caxton Street Agencies Pty Ltd A/C>	500,000	$0.10	$50,000
Scintilla Capital Pty Ltd	500,000	$0.10	$50,000
	7,000,000		$700,000

Seven million (7,000,000) Shares were issued at $0.10 each and as such, $700,000 was raised by the Company. The Shares issued to the Placement Recipients rank pari passu in all respects with all other issued Shares in the Company.

The Company used the funds raised from the issue of the Shares to provide working capital to progress the Company’s copper, gold, nickel, molybdenum and uranium projects.

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Resolutions 5, 6, 7 and 8 – Issue of Options to Directors

Introduction

The Directors have resolved to refer to members for approval of the proposed grant of 2,000,000 options to Mr Mather, 500,000 to Mr Levy, 500,000 to Mr Moller and 500,000 to Mr Mascolo, (or their respective nominees) each a Director of the Company, (each a Recipient ) ( the Director Options ). The terms of the Director Options are set out in more detail below.

Approval for the issue of the Director Options is sought in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations Act . As approval is being sought under Listing Rule 10.11, approval will not be required under Listing Rule 7.1.

In order for the Director Options to be granted to a director, the requirements of Chapter 2E of the Corporations Act need to be observed.

Options Terms

A summary of the material terms of the Director Options is set out below:

• The securities to be issued to each Recipient are options to subscribe for ordinary shares in the capital of the Company.

• The Director Options are to be issued for no consideration.

• The exercise price of each Director Option is $0.275 ( Exercise Price ).

• The Director Options will lapse on the earlier of:

• (a) 30 June 2011;

• (b) the expiration of three (3) months, or any longer period as may be determined by the Directors, after the Director ceases to be a director of the Company; or

• (c) the Director ceasing to be a director of the Company due to fraud or dishonesty,

( Expiry Date ).

• The Director Options will not be transferable in whole or in part and may not be exercised by any other person (except, in the case of the Director Option holder’s death, by his or her legal personal representative).

• Upon the valid exercise of the Director Options and payment of the Exercise Price, the Company will issue Shares ranking pari passu with the then issued Shares.

• The Director Options will vest immediately on issue ( Vesting Date ).

• The Director Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the Exercise Price per Director Option to the Company at any time on or after the date of issue of the Director Options and on or before the Expiry Date.

• The number of Director Options that may be exercised at one time must be not less than 1,000.

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• While the Director Option holders do not have any right to participate in new issues of securities in the Company to Shareholders generally, on prior exercise of the Director Options, the Director Option holders will be afforded the period of at least ten business days’ notice prior to and inclusive of the books record date (to determine entitlements to the issue) to exercise the Director Options.

• Director Option holders do not participate in any dividends unless the Director Options are exercised and the resultant Shares of the Company are issued prior to the record date to determine entitlements to the dividend.

• The Company does not intend to apply for listing of the Director Options on the ASX.

• The Company shall apply for listing of the resultant Shares of the Company issued upon exercise of any Option.

• While each Recipient does not have any participating rights in new issues of securities in the Company during the term of any Director Options held, in the event of a bonus issue or pro‐rata issue each Recipient shall be afforded a period of at least 10 business days before the record date to determine entitlements to the issue, to exercise the Director Options and it shall be a condition of the Director Options that any entitlements to bonus issues of securities are only available to each Recipient in the event of a prior exercise of the Director Options.

• If there is a pro rata issue (except a bonus issue), the Exercise Price of a Director Option may be reduced according to the following formula:

O[n] = O ‐ E[P ‐ (S + D)]

N + 1

Where:

• O[n] = the new exercise price of the Director Option;

• O = the old exercise price of the Director Option:

• E = the number of underlying Shares into which one Director Option is exercisable

• P = the average market price per Share (weighted by reference to volume) of the underlying Shares during the five (5) trading days ending on the day before the ex rights date or ex entitlements date;

• S = the subscription price for a Share under the pro rata issue;

• D = the dividend due but not yet paid on existing underlying Shares (except those to be issued under the pro rata issue); and

• N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

• If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which the Director Option is exercisable may be increased by the number of Shares which the Director Option holder would have received if the Director Option had been exercised before the record date for the bonus issue.

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• The terms of the Director Options shall only be changed if holders (whose votes are not to be disregarded) of Shares in the Company approve of such a change. However, the terms of the Director Options shall not be changed to reduce the Exercise Price, increase the number of Director Options or change any period for exercise of the Director Options.

• In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:

• (a) the number of Director Options, the Exercise Price of the Director Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Director Options which are not conferred on Shareholders; and

• (b) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Director Options will remain unchanged.

Regulatory Requirements

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act 2001 (Cwlth) ( Corporations Act ) prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its shareholders in general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting have been met.

A “related party” for the purposes of the Corporations Act is defined widely and includes a director of the public company.

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

This proposed resolution, if passed, will confer financial benefits to the Recipients and the Company seeks to obtain member approval in accordance with the requirements of Chapter 2E of the Corporations Act and for this reason, and for all other purposes, the following information is provided to Shareholders.

(a) The related parties to whom Resolutions 5, 6, 7 and 8 would permit the financial benefit to be given

Each of Mr Mather, Mr Levy, Mr Moller and Mr Mascolo (or their respective nominees), being directors of the Company.

(b) The nature of the financial benefit

The nature of the proposed financial benefit to be given is:

• the grant of 2,000,000 Director Options to Mr Mather as referred to in Resolution 5;

• the grant of 500,000 Director Options to Mr Levy as referred to in Resolution 6;

• the grant of 500,000 Director Options to Mr Moller as referred to in Resolution 7;

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• the grant of 500,000 Director Options to Mr Mascolo as referred to in Resolution 8;

• the Director Options shall be granted for no cash consideration;

• the Director Options shall be exercisable into fully paid Shares on or before 30 June 2011;

• the exercise price is $0.275 each.

(c) Directors’ Recommendation

With respect to Resolution 5, Mr Levy, Mr Moller and Mr Mascolo recommend that Shareholders vote in favour of this resolution. The reasons for their recommendation include:

• (i) the grant of the Director Options as proposed to Mr Mather will provide him with reward and incentive for future services he will provide to the Company to further the progress the Company;

• (ii) the Director Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (iii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, Mr Levy, Mr Moller and Mr Mascolo considered that the incentive provided a cost‐effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Director Options to a third party.

As Mr Mather is interested in the outcome of Resolution 5, he accordingly makes no recommendation to Shareholders in respect of this resolution.

With respect to Resolution 6, Mr Mather, Mr Moller and Mr Mascolo recommend that Shareholders vote in favour of this resolution. The reasons for their recommendation include:

• (i) the grant of the Director Options as proposed to Mr Levy will provide him with reward and incentive for future services he will provide to the Company to further the progress the Company;

• (ii) the Director Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (iii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, Mr Mather, Mr Moller and Mr Mascolo considered that the incentive provided a cost‐effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Director Options to a third party.

As Mr Levy is interested in the outcome of Resolution 6, he accordingly makes no recommendation to Shareholders in respect of this resolution.

With respect to Resolution 7, Mr Mather, Mr Levy and Mr Mascolo recommend that Shareholders vote in favour of this resolution. The reasons for their recommendation include:

• (i) the grant of the Director Options as proposed to Mr Moller will provide him with reward and incentive for future services he will provide to the Company to further the progress the Company;

• (ii) the Director Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

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• (iii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, Mr Mather, Mr Levy and Mr Mascolo considered that the incentive provided a cost‐effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Director Options to a third party.

As Mr Moller is interested in the outcome of Resolution 7, he accordingly makes no recommendation to Shareholders in respect of this resolution.

With respect to Resolution 8, Mr Mather, Mr Levy and Mr Moller recommend that Shareholders vote in favour of this resolution. The reasons for their recommendation include:

• (i) the grant of the Director Options as proposed to Mr Mascolo will provide him with reward and incentive for future services he will provide to the Company to further the progress the Company;

• (ii) the Director Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (iii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, Mr Mather, Mr Levy and Mr Moller considered that the incentive provided a cost‐effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Director Options to a third party.

As Mr Mascolo is interested in the outcome of Resolution 8, he accordingly makes no recommendation to Shareholders in respect of this resolution.

(d) Directors’ Interest and other remuneration

Mr Mather

Mr Mather has a material personal interest in the outcome of Resolution 5, as it is proposed that Director Options be granted to him (or his nominee) as set out in Resolution 5.

Excluding the Director Options, Mr Mather (and entities associated with him) hold 5,919,238 Shares in the Company and 35,648 options to subscribe for Shares in the Company, exercisable at $0.197 on or before 30 September 2008. Please refer to the table below which indicates the holdings of Mr Mather (and entities associated with him).

Other than the Director Options to be issued to Mr Mather pursuant to Resolution 5, Mr Mather shall receive director's remuneration of $175,000 per annum (total cost to the Company) from the Company for his services as an Executive Director.

Mr Levy

Mr Levy has a material personal interest in the outcome of Resolution 6, as it is proposed that Director Options be granted to him (or his nominee) as set out in Resolution 6.

Excluding the Director Options, Mr Levy (and entities associated with him) holds 490,987 Shares in the Company and 11,882 options to subscribe for Shares in the Company, exercisable at $0.197on or before 30 September 2008. Please refer to the table below which indicates the holdings of Mr Levy (and entities associated with him).

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Other than the Director Options to be issued to Mr Levy pursuant to Resolution 6, Mr Levy shall receive director's remuneration of $40,000 per annum (total cost to the Company) from the Company for his services as an Non‐ Executive Director.

Mr Moller

Mr Moller has a material personal interest in the outcome of Resolution 7, as it is proposed that Director Options be granted to him (or his nominee) as set out in Resolution 7.

Excluding the Director Options, Mr Moller (and entities associated with him) holds 991,667 Shares in the Company. Please refer to the table below which indicates the holdings of Mr Moller (and entities associated with him).

Other than the Director Options to be issued to Mr Moller pursuant to Resolution 7, Mr Moller shall receive director's remuneration of $30,000 per annum (total cost to the Company) from the Company for his services as an Non‐Executive Director.

Mr Mascolo

Mr Mascolo has a material personal interest in the outcome of Resolution 8, as it is proposed that Director Options be granted to him (or his nominee) as set out in Resolution 8.

Excluding the Director Options, Mr Mascolo (and entities associated with him) holds 1,697,711Shares in the Company. Please refer to the table below which indicates the holdings of Mr Mascolo (and entities associated with him).

Other than the Director Options to be issued to Mr Mascolo pursuant to Resolution 8, Mr Mascolo shall receive director's remuneration of $30,000 per annum (total cost to the Company) from the Company for his services as an Non‐Executive Director.

If all of the Director Options granted are exercised by Mr Mather, Mr Levy, Mr Moller and Mr Mascolo, the following will be the effect on their holdings in the Company:

Director	Current Share Holding	% of Total Share Capital (134,403,788 shares on issue*)	Share Capital Upon Exercise	% of Total Share Capital (137,903,788 shares on issue*)
Mr Mather	5,919,238	4.40%	7,919,238	5.74%
Mr Levy	490,987	0.37%	990,987	0.72%
Mr Moller	991,667	0.74%	1,491,667	1.08%
Mr Mascolo	1,697,711	1.26%	2,197,711	1.59%

Assuming that none of the following current (20,564,598) unlisted options ( Unlisted Options* ) on issue are exercised:

• (a) 16,664,598 unlisted options exercisable at $0.197 each expiring on 30 September 2008

• (b) 2,400,000 unlisted employee options exercisable at $0.127 each expiring on 31 July 2008

• (c) 1,000,000 unlisted Previous Options

• (d) 500,000 unlisted employee options exercisable at $0.275 each expiring on 30 June 2011

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In the event that all Director Options granted are exercised by Mr Mather, Mr Levy, Mr Moller and Mr Mascolo as well as all other outstanding issued options, the following will be the effect on their holdings in the Company:

Director	Current Share Holding	% of Total Share Capital (134,403,788 shares on issue*)	Share Capital Upon Exercise	% of Total Share Capital (158,468,386 shares on issue*)
Mr Mather	5,919,238	4.40%	7,954,886	5.02%
Mr Levy	490,987	0.37%	1,002,869	0.63%
Mr Moller	991,667	0.74%	1,491,667	0.94%
Mr Mascolo	1,697,711	1.26%	2,197,711	1.39%

Notes:

1. Assuming that all of the 20,564,598 current options on issue are exercised.

(e) Valuation

The Director Options are not currently quoted on the ASX and as such have no market value. The Director Options each grant the holder thereof a right of grant of one ordinary share in the Company upon exercise of the Director Options and payment of the exercise price of the Director Options described above. Accordingly, the Director Options may have a present value at the date of their grant.

The Director Options may acquire future value dependent upon the extent to which the Shares exceed the exercise price of the Director Options during the term of the Director Options.

As a general proposition, options to subscribe for ordinary fully paid shares in a company have value. Various factors impact upon the value of options including things such as:

• the period outstanding before the expiry date of the options;

• the exercise price of the options relative to the underlying price or value of the securities into which they may be converted;

• the proportion of the issued capital as expanded consequent upon exercise represented by the shares issued upon exercise (ie whether or not the shares that might be acquired upon exercise of the options represent a controlling or other significant interest);

• the value of the shares into which the options may be converted; and

• whether or not the options are listed (ie readily capable of being liquidated);

and so on.

There are various formulae which can be applied to determining the theoretical value of options (including the formula known as the Black‐Scholes Model option valuation formula).

The Company has sought an independent valuation of the Director Options. The method used to value the options was the Black‐Scholes Model, which is the most widely used and recognised model for pricing options. The value of an option calculated by the Black‐Scholes Model is a function of the relationship between a number of variables, being the price of the underlying Share at the time of issue, the exercise price, the time to expiry, the risk‐free interest rate, the volatility of the Company’s underlying Share price and expected dividends.

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Inherent in the application of the Black‐Scholes Model are a number of inputs, some of which must be assumed. The data relied upon in applying the Black‐Scholes Model was:

• an exercise price of the options being $0.275;

• a market price of Shares of $0.25 being the closing price of Shares prior to the 12[th] October 2007 valuation, as a proxy for the market price at the future date of issue, being the date of the Annual General Meeting to approve the issue;

• an expiry date of 30 June 2011.

• a volatility measure of 76.731%;

• a risk‐free interest rate of 6.42%; and

• a dividend yield of 0.00%.

Some relatively minor variables were included in the calculation to estimate the value of Director Option as “American style” options (being exercisable at any time prior to the stated expiry date). Theoretically, the Black‐Scholes Model prices “European style” options (being exercisable only on this exercise date).

Based on this information, the Company has adopted an indicative value for the Director Options of $0.1409 each.

On that basis, the respective value of the Director Options to be issued pursuant to Resolutions 5, 6, 7 and 8 are as follows:

• Mr Mather – $281,898

• Mr Levy – $70,474

• Mr Moller – $70,474

• Mr Mascolo – $70,474

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

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

Market Price movements:

The option valuation noted above is based on a market price of the Shares at the time of the valuation (12 October 2007).

There is a possibility that the market price of the Shares will change up to the date of the Annual General Meeting.

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The effect on the valuation per option of movements in the market price of the Shares is set out below:

Market Price	Valuation per option
$0.200	$0.1024
$0.225	$0.1214
$0.250	$0.1409
$0.275	$0.1610
$0.300	$0.1815
$0.325	$0.2024
$0.350	$0.2236

Opportunity Costs

The opportunity costs and benefits foregone by the Company issuing the Director Options to Mr Mather, Mr Levy, Mr Moller and Mr Mascolo is the potentially diluted impact on the issued Share capital of the Company (in the event that the options are exercised). Until exercised, the issue of the Director Options will not impact upon the number of Shares on issue in the Company. To the extent that upon their exercise the dilutionary impact caused by the issue of the Shares will be detrimental to the Company, this is more than offset by the advantages accruing from the Company securing the services of experienced and skilled directors on appropriate incentive terms.

It is also considered that the potential increase of value in the Director Options is dependent upon a concomitant increase in the value of the Company generally.

Taxation Consequences

No stamp duty will be payable in respect of the grant of the Director Options. No GST will be payable by the Company in respect of the grant of the Director Options (or if it is then it will be recoverable as an input credit).

AASB 2 “Share Based Payments” requires that these payments shall be measured at the more readily determinable fair value of the equity instrument. Under the accounting standards this amount will be expensed in the statement of financial performance. Where the grant date and the vesting date are different the total expenditure calculated will be allocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management’s assumptions about probabilities of payments and compliance with and attainment of the set out terms and conditions.

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Dilutionary Effect

If all of the Director Options granted are exercised by Mr Mather, Mr Levy, Mr Moller and Mr Mascolo, the following will be the effect on the current issued capital of the Company:

Shareholders	Current Share Capital	Current Share Capital	Share Capital Upon	Exercise
Current Shareholders*	125,304,185	93.23%	125,304,185	90.86%
Mr Mather	5,919,238	4.40%	7,919,238	5.74%
Mr Levy	490,987	0.37%	990,987	0.72%
Mr Moller	991,667	0.74%	1,491,667	1.08%
Mr Mascolo	1,697,711	1.26%	2,197,711	1.59%
Total	134,403,788	100.00%	137,903,788	100.00%

• Assuming that none of the following current unlisted options ( Unlisted Options* ) on issue are exercised:

• (a) 16,664,598 unlisted options exercisable at $0.197 each expiring on 30 September 2008

• (b) 2,400,000 unlisted employee options exercisable at $0.127 each expiring on 31 July 2008

• (c) 1,000,000 unlisted Previous Options

• (d) 500,000 unlisted employee options exercisable at $0.275 each expiring on 30 June 2011

In the event that, in addition to the above, all other existing options on issue (being 20,564,598 options) are exercised, current shareholders would hold 92.02% of 158,468,386 shares then on issue.

Listing Rule 10.11

Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party. Each of Mr Mather, Mr Levy, Mr Moller and Mr Mascolo, being a Director of the Company, is a related party. Accordingly, because the issue of the Director Options will result in the Company issuing securities to a related party, approval under Listing Rule 10.11 is required.

For the purposes of Listing Rule 10.13, the Company advises as follows:

• The maximum number of Director Options to be issued to Mr Mather, Mr Levy, Mr Moller and Mr Mascolo is 3,500,000 Director Options.

• The Director Options are intended to be granted as soon as possible following the meeting, but in any event, within one (1) month of the date of the meeting.

• The Director Options are being issued for nil consideration.

• No funds are being raised by the grant of the Director Options.

In accordance with Listing Rule 7.2, as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.

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Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by Resolutions 5, 6, 7 and 8.

INTERPRETATION

In this Explanatory Memorandum:

Board means the board of Directors of the Company;

Corporations Act means the Corporations Act 2001 (Cwlth) ;

Company means D’Aguilar Gold Limited;

Directors means directors of the Company;

Shareholder means a holder of ordinary share in the Company;

Shares means ordinary fully paid shares in the issued capital of the Company;

‐oo0oo‐

Any inquiries in relation to the Resolutions or the Explanatory Notes should be directed to Mr Duncan Cornish (Company Secretary):

Level 5, 60 Edward Street, Brisbane, Qld, 4000 Ph: +61 7 3303 0680 Fax: +61 3303 0681

PROXY, REPRESENTATIVE AND VOTING ENTITLEMENT INSTRUCTIONS

Shareholders are entitled to appoint one or more proxies. A Proxy Form and instructions are attached.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cwlth).

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

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm on 27 November 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

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D’AGUILAR GOLD LIMITED ACN 052 354 837

PROXY FORM

APPOINTMENT OF PROXY

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being a member/s of D’Aguilar Gold Limited and entitled to attend and vote hereby appoint
� the Chairman of the Meeting OR Write here the name of the person you are
(mark with an “X”) 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
Annual General Meeting of D’Aguilar Gold Limited to be held at Level 8, Waterfront Place, 1 Eagle Street Brisbane, Qld on 29
November 2007 at 12.00pm and at any adjournment of that meeting.
� If you do not wish to direct your proxy how to vote 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 the resolution and votes
cast by him other than as proxy holder will be disregarded because of that interest. The Chairman of the meeting intends to
vote undirected proxies in favour of the resolutions. If you do not mark this box, and you have not directed your proxy how to
vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required
majority if a poll is called on the resolution.
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If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. By signing this appointment you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/she has an interest in the outcome of the resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest.

Voting directions to your proxy – please mark

For Against Abstain* Resolution 1 Re-election of Vincent Mascolo as Director � � � Resolution 2 Remuneration Report � � � Resolution 3 Ratification of Option Issue � � � Resolution 4 Ratification of Share Placement � � � Resolution 5 Grant of Options to Nicholas Mather � � � Resolution 6 Grant of Options to Ian Levy � � � Resolution 7 Grant of Options to Brian Moller � � � Resolution 8 Grant of Options to Vincent Mascolo � � �

*** 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.**

Execution

This section must be signed in accordance with the instructions below to enable your directions to be implemented.

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Individual or Security holder 1 Security holder 2 Security holder 3
Sole Director and Director Director/Company Secretary
Sole Company Secretary
(If appointed)
______ _________ / /
Contact Name Contact Daytime Telephone Date
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Appointment of Multiple Proxies

A member may appoint more than one proxy. If two (or more) proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request or you may copy this form.)

Exercising voting power over only part of your shares

If you wish to appoint the proxy to exercise voting power over only some of your shares, the number of shares in respect of which this proxy is to operate is ……………….. shares (Note: proxy will be over all shares if left blank)

How to Complete the Proxy Form

1. 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 than 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.

2. Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate section. 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.

3. 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.

Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.

To appoint on a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) Return both forms together in the same envelope.

4. Signing Instructions

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

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the security holders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• Companies: � where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.

• If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone.

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

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

Lodgement of a Proxy

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below, or the Share Registry, Link Market Services Limited, Level 12, 300 Queen Street, Brisbane, Qld, Australia, 4000 not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

Documents may be lodged with the Company:

IN PERSON: D’Aguilar Gold Ltd, Level 5, 60 Edward Street, Brisbane, Queensland

BY MAIL: D’Aguilar Gold Ltd, GPO Box 5261, Brisbane, QLD, 4001 BY FAX: (07) 3303 0681