EASTERN RESOURCES LIMITED — AGM Information 2011

Oct 19, 2011

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NOTICE OF ANNUAL GENERAL MEETING

To be held at the Rugby Club

Rugby Place, off 31a Pitt Street, Sydney on Wednesday 23 November 2011 at 2:00pm

NOTICE IS HEREBY GIVEN that the 2011 Annual General Meeting of Eastern Iron Limited (The Company) will be held at 2:00pm on 23 November 2011 at The Rugby Club, Rugby Place, off 31a Pitt Street, Sydney, New South Wales.

The business to be considered at the meeting is set out below. This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum, which contains information in relation to each of the following resolutions. A Proxy Form also accompanies this Notice of Meeting.

ORDINARY BUSINESS

1. Financial Statement and Report

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

To receive the Reports of the Directors and the Auditors, and the Financial Report for the period ended 30 June 2011. A copy of the Company‟s 2011 Annual Report (including the Reports of the Directors and Auditors, and the Financial Report for the period ended 30 June 2011) has not been mailed to all shareholders with this Notice of Meeting. Shareholders may access these documents electronically at the following website: www.easterniron.com.au.

2. Adoption of the Remuneration Report

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

To adopt the Remuneration Report for the financial period ended 30 June 2011.

3. Re-election of Mr Ivo Polovineo as a Director

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

Mr Ivo Polovineo retires as a Director in accordance with the Company‟s Constitution and, being eligible, offers himself for re-election.

The Directors (save for Mr Polovineo) recommend that members vote in favour of the election of Mr Polovineo.

4. Re-election of Ms Wendy Corbett as a Director

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

Ms Wendy Corbett retires as a Director in accordance with the Company‟s Constitution and, being eligible, offers herself for re-election.

The Directors (save for Ms Corbett) recommend that members vote in favour of the election of Ms Corbett.

5. Ratification of a previous issue of shares

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

That, for the purposes of ASX Listing Rules 7.4 and for all other purposes, ratification be given to the Company of this issue of 2,500,000 fully paid ordinary shares in the Company at a deemed issue price of

$0.18 per share to the companies nominated in, and on the terms and conditions set out in, the Explanatory Memorandum accompanying the Notice.

6. Grant of Options to Directors

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 and ASX Listing Rule 10.11, and, for all other purposes, approval is given to grant of a maximum of 1,650,000 options to Directors for nil cash consideration, and subject to the exercise of those options and payment of the Exercise Price, the issue of that number of fully paid ordinary shares of the Company to the Directors (or their nominee) as follows:

(a)	Glenn Goodacre	150,000
(b)	Wendy Corbett	150,000
(c)	Greg Jones	150,000
(d)	Steve Gemell	150,000
(e)	Ivo Polovineo	450,000
(f)	Greg De Ross	600,000

VOTING EXCLUSION STATEMENT

Resolution 2

A vote on Resolution 2 must not be cast (in any capacity) by or on behalf of any of the following persons:

• A member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

• A Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 2 if:

• The person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• The vote is not cast on behalf of a person described above.

The Chair will not vote any undirected proxies in relation to Resolution 2 unless the shareholder specifically authorises the Chair to vote in accordance with the Chair‟s stated voting intentions. If a shareholder wishes to nominate the Chair as their proxy for the purpose of Resolution 2 the shareholder must either tick the „for‟ or „against‟ box, directing the Chair how to vote, or tick the box authorising the Chair to vote in accordance with his or her stated voting intentions, on the enclosed Proxy Form in order for their proxy vote to be counted. Alternatively, shareholders can nominate as their proxy for the purpose of Resolution 2 a proxy who is not a member of the Company‟s Key Management Personnel. That person would be permitted to vote undirected proxies.

Resolution 5

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 5 by the recipient of the Shares and any associate of that recipient.

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Resolution 6

In accordance with section 224 of the Corporations Act, the following Directors and their associates may not vote on Resolution 6:

• Glenn Goodacre

• Wendy Corbett

• Greg Jones

• Steve Gemell

• Ivo Polovineo

• Greg De Ross

However, the Company need not disregard any vote by any such persons on Resolution 5 and 6 if:

• It is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or

• It is cast by any of them who is 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.

VOTING ENTITLEMENT

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 , the Board has determined that, for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered holders at close of business (7pm Sydney time) on 21st November 2011. Only those persons will be entitled to vote at the Annual General Meeting on 23rd November 2011.

ADMISSION TO MEETING

Corporate representatives are required to bring appropriate evidence of appointment as a representative in accordance with the constitution of the Company. Attorneys are requested to bring the original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity will also be required for corporate representatives and attorneys.

PROXIES

• Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative;

• Each shareholder has a right to appoint one or two proxies;

• A proxy need not be a shareholder of the Company;

• If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution;

• Where a shareholder is entitled to cast two or more votes, the member may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise;

• If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder‟s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands;

• A proxy must be signed by the member or his or her power of attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with the corporation‟s constitution and the Corporations Law.

To be effective, proxy forms must be received by the Company‟s share registry (Registries Limited) no later than 48 hours before the commencement of the Annual General Meeting, that is no later than 2.00pm Sydney time on 21st November 2011. Any proxy form received after that time will not be valid for the scheduled meeting.

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Hand Delivery

Boardroom Pty Limited Level 7, 207 Kent St SYDNEY NSW 2000

By Mail

Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

By Facsimile

(02) 9290 9655

BY ORDER OF THE BOARD

Michelle Lilley Company Secretary 19 October 2011

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Explanatory Notes

These Explanatory Notes set out information in connection with the business to be considered at the 2011 Annual General Meeting.

ORDINARY BUSINESS

Resolution 1 – Financial Statement and Report

This item of business relates to the receipt and adoption of the Company‟s Financial Statements and Reports for the period ended 30 June 2011. These documents were released to the ASX on 28 September 2011 as part the Company‟s 2011 Annual Report. As a result of the legislative changes, the 2011 Annual Report has not been automatically mailed to all members. The 2011 Annual Report can be accessed on the Company‟s website at www.easterniron.com.au.

Resolution 2 – Adoption of the Remuneration Report

The Remuneration Report for the year ended 30 June 2011 is set out in the Directors‟ Report on pages 4 to 9 of the Financial Report.

The Remuneration Report:

• Explains the Board‟s policies relating to remuneration of directors, secretaries and executives of the Company;

• Discusses the relationship between such policies and the Company‟s performance;

• Provides details of any performance conditions attached to such remuneration; and

• Sets out remuneration details for each director and certain named executives.

Shareholders should note that the vote on Resolution 2 is advisory only and, subject to the matters outlined below, will not bind the Company or the Directors. However, the Board will take the outcome of the vote into consideration when reviewing the Company‟s remuneration policy.

With effect from 1 August 2011 the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth) amended the Corporations Act to prohibit a vote on this resolution being cast (in any capacity) by or on behalf of any of the following persons:

• A member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

• A Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 2 if:

• The person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• The vote is not cast on behalf of a person described above.

The Chair will not vote any undirected proxies in relation to Resolution 2 unless the shareholder specifically authorises the Chair to vote in accordance with the Chair‟s stated voting intentions. If a shareholder wishes to nominate the Chair as their proxy for the purpose of Resolution 2 the shareholder must either tick the „for‟ or „against‟ box directing the Chair how to vote, or tick the box authorising the Chair to vote in accordance with his or her stated voting intentions, on the enclosed Proxy Form in order for their proxy vote to be counted. Alternatively, shareholders can nominate as their proxy for the purpose of Resolution 2 a proxy who is not a member of the Company‟s Key Management Personnel. That person would be permitted to vote undirected proxies.

The Chair will vote all undirected proxies in favour of Resolution 2.

Resolution 3 – Re-election of Mr Ivo Polovineo as a Director

Mr Ivo Polovineo was originally appointed as a Director of the Company on 5 April 2011. Under the Company‟s constitution, Mr Polovineo retires by rotation, and being eligible, wishes to stand for re-election.

Ivo has over 30 years‟ experience in corporate accounting, finance and company secretarial work for a diverse range of companies. He has spent the past 20 years in senior management roles in the resources sector including 7 years as company secretary (and 5 years as CFO) of Sino Gold Mining Limited (a former ASX 100 company) until December 2009. He is also company secretary of Lynas Corporation Ltd, an ASX 100 company, PlatSearch NL, Thomson Resources Ltd and Silver City Minerals Limited.

During the past three years Ivo has also served as a director of the following other listed company:

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• Galaxy Resources Limited - appointed July 2010, resigned September 2011

Resolution 4 – Re-election of Ms Wendy Corbett as a Director

Ms Corbett was originally appointed as a Director of the Company November 2007. Under the Company‟s constitution, Ms Corbett retires by rotation, and being eligible, wishes to stand for reelection.

Wendy has 39 years‟ experience in mineral exploration and administration. Since 1995 Wendy has specialised in the application of computer technology to tenement management, databases, mapping and GIS applications. She has developed and maintains database systems to manage the Company‟s large quantity of technical data. She has considerable experience in exploration, project and joint venture management.

She is a member of the New South Wales Geological Advisory Committee that advises the Minister for Mineral Resources on matters relating to the Geological Survey of New South Wales and is part of the NSW Branch of the AIG committee.

• During the past three years Wendy has not served as a director of any other listed companies.

Resolution 5 – Ratification of a previous issue of shares

That, for the purposes of ASX Listing Rules 7.4 and for all other purposes, ratification be given to the Company of this issue of 2,500,000 fully paid ordinary shares in the Company at a deemed issue price of $0.18 per share for the acquisition of the Eulogie Park Project as announced to ASX on 19 January 2011. The shares were issued on 22 August 2011.

The Eulogie project is located 23km south of Mount Morgan in Central Queensland, close to world class bulk tonnage infrastructure including sealed roads and the main Moura – Gladstone railway line, which is part of the Central Queensland coal network leading to the expanding deepwater export port of Gladstone.

Iron-bearing magnetite with accessory titanium and vanadium is concentrated within shallow dipping (30-40 degrees), gabbroic layers (ferrigabbro) up to 100m thick within a layered igneous complex. The geology and nature of the ferrigabbro layers is almost identical to that at Hawkwood, Eastern Irons other Central

Queensland iron project located some 220km to the south.

In 1989 Thiess Contractors Pty Ltd examined the project as a possible source of iron ore for a proposed steel plant located in Gladstone. A prefeasibility study was completed and included 30 reverse circulation and cored drill holes. Based on the limited drilling Thiess estimated a resource, which was not reported under the guidelines of the JORC code. Theiss identified potential upside to this estimate beyond the areas tested by drilling.

Thiess also completed some preliminary magnetic separation testwork which at a relatively coarse final grind size of 100 micron produced high grade iron ore concentrate samples containing 58-64% Fe, 2-5% TiO2 and significantly, an average 0.87% V2O5, a valuable additive to high quality steels.

Eastern Iron believes that it may be possible, based on the existing drill coverage, to prepare a resource estimate that can be reported in accordance with the 2004 JORC Code as well as investigating the exploration upside within areas untested by Thiess. Furthermore, the excellent location of Eulogie, close to operating, world class infrastructure, is a great addition to the company‟s growing portfolio of quality iron ore prospects within its Central Queensland Iron Project.

In consideration of acquiring a 100% interest in the Eulogie project and associated Mineral Development Licence, Eastern Iron has issued RMM Capital Pty Ltd, or its nominee 2,500,000 shares in Eastern Iron Limited. There remains an overriding 2.5% gross proceeds royalty on production from the MDL which is payable to the original vendors of the property.

The acquisition of the Eulogie project provides Eastern with a potential additional source of iron ore in the Central Queensland area supplying a common export point at Gladstone Port. Eulogie is ideally placed with respect to infrastructure and potentially could be brought on stream at relatively low capital cost and in a short time frame.

The shares were issued to the following parties:

Belmont Park Investments Pty Ltd	1,250,000
Panorama Ridge Pty Ltd	1,250,000

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The Shares issued under the terms of the Eulogie Park Sale Agreement are fully paid ordinary shares which rank equally with all other existing Shares.

Resolution 6 – Grant of Options to Directors

The Company proposes to grant a total of 1,650,000 options to Directors as follows:

(a) Glenn Goodacre (b) Wendy Corbett (c) Greg Jones (d) Steve Gemell (e) Ivo Polovineo (f) Greg De Ross	150,000 150,000 150,000 150,000 450,000 600,000
	1,650,000

The grant of options is designed to incentivise the Directors by participating in the future growth and prosperity of the Company through share ownership and in recognition of the contribution made to the Company by the Directors and their ongoing responsibility.

Shareholder approval of the grant of options is being sought for all purposes including for the purposes of Chapter 2E of the Corporations Act and ASX Listing Rule 10.11.

6.1 Shareholder Approval under Chapter 2E of the Corporations Act

Resolution 6 seeks shareholder approval under Chapter 2E of the Corporations Act.

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless an exception applies or shareholder approval is obtained. The financial benefit must be given to the related party within 15 months after shareholder approval is obtained.

Section 228 of the Corporations Act defines “related party” widely and incudes a director of a public company and specified members of the director‟s family.

Section 229 of the Corporation Act also defines “financial benefit” widely and for the purpose of Resolution 6 includes a public company issuing shares or granting options to a director.

6.2 Requirements under section 219 of the Corporations Act for the grant of Options to the Non-Executive Directors

In accordance with section 219 of the Corporations Act, the following information is given to shareholders:

• If Resolution 6 is passed, it will permit the giving of a financial benefit to the following persons:

• Glenn Goodacre

• Peter Buckley

• Wendy Corbett

• Greg Jones

• Steve Gemell

• Ivo Polovineo

• Greg De Ross

• All of whom, are Directors, and are related parties of the Company.

• The nature of the financial benefit is the grant of the number of Options set out above for nil consideration, exercisable at $0.18 and an expiry date of 23 November 2013. The Options will vest immediately.

Other information

If the Company‟s Shares are trading on the ASX at a higher price than the exercise price of the Options at the time of exercise, the effect will be to give an immediate financial benefit to the Directors at the time the Options are exercised.

The Directors do not make any recommendation on Resolution 6 because of their personal interest in the subject matter of the Resolution.

All other information reasonably required by members for the purposes of Chapter 2E of the Corporations Act is set out below.

6.3 Additional Information regarding Resolution 6 for the purpose of Chapter 2E of the Corporations Act

1) Reasons for grant of Options under the Plan

The Company has been fortunate to attract a highly regarded management team, and given the relatively small size of the Company it is important that the Company retain its key people and, in particular, its leadership.

The grant of the Options has been chosen to retain those key people, provide an incentive to the Directors to increase shareholder wealth by increasing the price of the Company‟s Shares and to enable the Directors to participate in that wealth increase.

2) Dilution effect on existing members’ interests

If the Options to be granted pursuant to Resolution 6 are exercised, the effect will be to dilute the interests of existing shareholders. The table below sets out the impact on the number of

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Shares and Options on an undiluted and fully diluted basis:

	Number of Shares
Shares on issue at date of this notice	67,807,419
Add Options already on issue (upon exercise)	8,050,000
Total potential issued capital	75,857,419
Options to be granted to Directors	1,650,000
Potential issued capital fully diluted	77,507,419
Dilution effect	2.13%

If all the Options are exercised, a further 1,650,000 Shares will be on issue and $297,000 (based on an exercise price of $0.18 per Share) will be raised by the Company.

5) Valuation of Options

The Options to be granted have been valued using the Binomial methodology, as recommended in the Accounting Standard AASB 2 “Share Based Payments”.

The Binomial methodology calculated the average value of the Options in relation to Resolution 6 at $0.0643 with a total value of $106,095.

The value for each Director is as follows:

Director	Value
Glenn Goodacre	$9,645
WendyCorbett	$9,645
GregJones	$9,645
Steve Gemell	$9,645
Ivo Polovineo	$28,935
GregDe Ross	$38,580
	$106,095

3) Trading History

The market price of the Company‟s Shares during the period the Options are issued and unexercised may be one factor in determining whether or not the Directors will exercise the Options. The Company‟s Shares may be trading on the ASX at a price which is higher than the exercise price of the Options. In these circumstances, if the Directors then sell the Shares arising from the exercise of the Options, they would realise an immediate profit.

As at 30 September 2011, the Company‟s closing share price was $0.10. Over the twelve months immediately preceding the date of this notice of meeting the Company‟s lowest and highest share prices traded on the ASX were:

Lowest	$0.08
Highest	$0.25
Last	$[insert]

4) Opportunity costs and taxation consequences to the Company

A-IFRS requires the Company to expense options granted to directors with the expense being transferred to an Options Expense Reserve. The amount to be expensed and transferred to the Options Expense Reserve in relation to Resolutions 6 is estimated at $106,095 for the financial year ended 30 June 2012. This amount will be transferred from the Option Expense Reserve to Issued Capital based on the exercise of the Options. If the Options lapse, the amount will remain as Options Expense Reserve.

This valuation assumes an exercise price of $0.18. In calculating the Option valuation the following inputs were used in the Binomial methodology:

Exercise Price	$0.18
Expected Life	2years
Volatility	146.61%
Risk free rate (3 year Government Bond Rate)
	3.64%
Base share price	$0.10

6) Directors Remuneration and Equity holdings in the Company

In addition to the Options proposed to be granted, the Chairman receives Directors fees of $54,000 per annum and Non-Executive Directors receive $36,000 per annum.

The current Share and Option holdings of the Directors and their associates are as follows:

		Shares Directly and Indirectly
Director			Options
G Goodacre		480,000	500,000
W Corbett		75,000	300,000
G Jones		698,975	300,000
S Gemell		-	300,000
I Polovineo		-	-
G De Ross		-	1,200,000

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7) Further Information

Apart from the information set out in this Explanatory Statement there is no other information that is known to the Company or any of its directors that is reasonably required by shareholders to decide whether or not it is in the Company‟s interests to pass Resolution 6. 6.4 Information required by the ASX Listing Rules for Resolution 6

Listing Rule 10.11 requires shareholder approval for an issue of securities to a related party. Approval is therefore being sought for the proposed grant of Options to Directors.

Listing Rule 10.13 requires this Notice of Meeting to include the following specified information in relation to the Options to be granted to Directors:

• The maximum number of securities to be issued to the Directors is 1,650,000 Options and are allocated as follows:

Director	Number of Options
Glenn Goodacre	150,000
WendyCorbett	150,000
GregJones	150,000
Steve Gemell	150,000
Ivo Polovineo	450,000
GregDe Ross	600,000

• The Options are issued for nil consideration with an exercise price of $0.18 and expiry date of 23 November 2013.

• A voting exclusion statement – see “Voting Exclusion Statement” under Resolution 6 in the Notice of Meeting.

• The date by which the Company will issue the securities, which must be no later than 1 month after the meeting – the Company intends to grant the Options to Directors as soon as practicable after the date of the Annual General Meeting but in any event, no later than 23rd December 2011.

• The intended use of funds on the exercise of Options will be to increase working capital.

In accordance with ASX Listing Rule 6.16, in the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the number and exercise price of options will be reconstructed in the same proportion as the issued capital of the

Company is reconstructed and in a manner which will not result in any additional benefits being conferred on option holders which are not conferred on shareholders (subject to the same provisions with respect to round off of entitlements as sanctioned by the meeting of shareholders at which the reconstruction of capital is approved), but in all other respects the terms of exercise will remain unchanged.

The terms of the options, including provisions relating to any reorganisation or reconstruction of capital, shall be in accordance with the Listing Rules of ASX.

In accordance with ASX Listing 6.19 it is noted that there are no participating rights or entitlements inherent in the options to be considered at the meeting, and the other options on issue, and that the holder of options will not be entitled to participate in new issues of capital which may be offered to shareholders during the currency of the options, and the option holder can only participate in new issues by exercising the option.

In accordance with ASX Listing Rule 6.22.2, a pro rata issue to the holders of the underlying securities may reduce the exercise price of the Option in accordance with the formula set out in this Listing Rule.

With regard to Resolution 6, and in accordance with ASX Listing Rule 7.2, Exception 14, if approval is given under listing rule 10.11, approval is not required under listing rule 7.1.

In accordance with the Corporations Act and the Company‟s Constitution, in order for the resolution to be effective it must be passed as an ordinary resolution. This means that the resolution must be passed by shareholders who are the registered holders of more than 50% of the Shares and who attend the meeting (either in person or by proxy) and are entitled to vote on the resolution.

The non-participating Directors in each of Resolutions 6 (a) to (f) recommend that shareholders vote in favour of Resolution 6 (a) to (f) as the grant of options is designed to incentivise the Directors by participating in the future growth and prosperity of the Company through share ownership and in recognition of the contribution made to the Company by the Directors and their ongoing responsibility.

Where a Director is participating in one of Resolutions 6 (a) to (f) they do not make a recommendation in respect of that resolution due to their personal interest in the matter being considered.

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Eastern Iron Limited

ABN 70 126 678 037

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FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE

Name and Address

+61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 2:00 pm (Sydney time) MONDAY 21[ST] NOVEMBER 2011

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. 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. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

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

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

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

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting that is by 2:00 pm (Sydney time) on MONDAY 21[ST] November 2011 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Eastern Iron Limited

## **STEP 1 - Appointment of Proxy** I/We being a member/s of **Eastern Iron Limited** and entitled to attend and vote hereby appoint the Chairman of the Meeting **OR** (mark with an ‘X’) **==> picture [189 x 35] intentionally omitted <==** If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy. or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the **Annual General Meeting of Eastern Iron Limited to be held at The Rugby Club, Rugby Place, off 31a Pitt Street, Sydney, on Wednesday 23 November 2011 at 2:00 pm** (Sydney time) and at any adjournment of that meeting, to act 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. If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of resolutions 2 & 6, please mark this box. _By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for those resolutions, 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 Chairman of the Meeting 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. By marking this box I/we acknowledge the Chairman of the Meeting can exercise my/our proxy even though he has an interest in the outcome of the resolution and unless a specific voting direction has been specified below, the Chairman of the Meeting is directed to vote in accordance with his voting intention as set out below._ _The Chair will vote all undirected proxies in favour of resolution 2_ ## **STEP 2 - Voting directions to your Proxy – please mark**  **to indicate your directions** |**STEP 2 - Votin**|**g directions to your Proxy – please mark****to indicate your direction**|**s**||| |---|---|---|---|---| |**Ordinary Business**||**For**|**Against**
**Abstain***|| |Resolution 1|Financial Statement and Report|||| |Resolution 2|Adoption of the Remuneration Report|||| |Resolution 3|Re-election of Mr Ivo Polovineo as a Director|||| |Resolution 4|Re-election of Ms Wendy Corbett as a Director|||| |Resolution 5|Ratification of a previous issue of shares|||| |Resolution 6(a)|Grant of Options to Director – Glenn Goodacre|||| |Resolution 6(b)|Grant of Options to Director – Wendy Corbett|||| |Resolution 6(c)|Grant of Options to Director – Greg Jones|||| |Resolution 6(d)|Grant of Options to Director – Steve Gemell|||| |Resolution 6(e)|Grant of Options to Director – Ivo Polovineo|||| |Resolution 6(f)|Grant of Options to Director – Greg De Ross|||| In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business. *If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. **STEP 3 - PLEASE SIGN HERE This section** _**must**_ **be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3** **Sole Director and Sole Company Secretary Director Director/Company Secretary** **Contact Name** ……………………………….…….. **Contact Daytime Telephone** ………………………………….. **Date** / / 2011