ECHOIQ LIMITED - AGM Information 2013

SENTOSA MINING LIMITED ACN 142 901 353

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:00am DATE : 7 November 2013 PLACE : Level 4, 66 Kings Park Road WEST PERTH WA 6005

An electronic copy of the Sentosa Mining Limited 2013 Annual Report can be found at www.sentosamining.com.au .

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 professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Company Secretary on +61 8 6141 3500.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	8
Glossary	23
Schedule 1 – Option Terms and Conditions	24
Schedule 2 – Issues of Equity Securities since 22 November 2012	26
Schedule 3 – Terms and Conditions of Related Party Options	27
Schedule 4 – Valuation of Related Party Options	29
Schedule 5 – Valuation of Free Attaching Options Issued to Related Parties	30
Proxy Form	31
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the annual general meeting of the Shareholders to which this Notice of Annual General Meeting relates will be held at 10:00am on 7 November 2013 at Level 4, 66 Kings Park Road, West Perth WA.

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the annual general meeting are those who are registered Shareholders at 5.00pm WST on 5 November 2013.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of Sentosa Mining Limited; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Sections 250BB and 250BC of the Corporations Act, which came into effect on 1 August 2011 broadly mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of Sentosa Mining Limited members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

DEFINED TERMS

Capitalised terms in this Notice of Annual General Meeting and Explanatory Statement are defined either in the “Glossary” Section or where the relevant term is first used.

ASIC AND ASX

A final copy of this Notice of Annual General Meeting and Explanatory Statement has been lodged with ASIC and ASX. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this document.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2013 together with the declaration of the directors, the directors' report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2013.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

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

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR NIGEL GELLARD

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

“That, for the purposes of clause 11.3 of the Constitution, ASX Listing Rule 14.4, and for all other purposes, Mr Nigel Gellard, a director of the Company retires by rotation and, being eligible, is re-elected as a Director of the Company.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR PETER ELLERY

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

“That, for the purposes of clause 11.11 of the Constitution, ASX Listing Rule 14.4, and for all other purposes, Mr Peter Ellery, a director of the Company who was appointed casually on 21 November 2012, retires and, being eligible, is elected as a Director of the Company.”

5. RESOLUTION 4 – CHANGE OF COMPANY NAME

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

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

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF 4,928,611 TRANCHE ONE SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,928,611 Shares at an issue price of $0.045 per share, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion:

The Company will disregard any votes cast on the Resolution by a person who participated in the issue and any of their associates. 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 a direction on the proxy form to vote as the proxy decides.

7. RESOLUTION 6 – ISSUE OF TRANCHE TWO SHARES, TRANCHE ONE OPTIONS AND TRANCHE TWO OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 17,211,668 Shares at an issue price of $0.045 per Share and up to 12,713,889 free attaching Options, on the terms and conditions set out in the Explanatory Statement.”

Short Explanation:

Under Listing Rule 7.1, the Company may issue up to 15% of its ordinary share capital in any 12 month rolling period without shareholder approval. By obtaining the prior approval of Shareholders for the issue of securities proposed under this Resolution, the Company retains the flexibility to make future issues of securities up to that threshold. Please refer to the Explanatory Statement for details.

Voting Exclusion:

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 7 – ISSUE OF SHARES TO RELATED PARTY – MR LEIGH JUNK

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

“That, for the purposes of Sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 3,333,334 Shares and 1,666,667 free attaching Options to Mr Leigh Junk (or his nominee) under tranche two of the Company's share placement as announced on 20 September 2013, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by Mr Leigh Junk (and his nominee) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 8 – ISSUE OF SHARES TO RELATED PARTY – MR NIGEL GELLARD

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

“That, for the purposes of Sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 444,445 Shares and 222,222 free attaching Options to Mr Nigel Gellard (or his nominee) under tranche two of the Company's share placement as announced on 20 September 2013, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by Mr Nigel Gellard (and his nominee) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. RESOLUTION 9 – BROKER FEES

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 3,000,000 Options to Zenix Nominees Pty Ltd, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

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

11. RESOLUTION 10 – APPROVAL OF ISSUE OF SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 5,500,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

12. RESOLUTION 11 – APPROVAL OF 10% PLACEMENT CAPACITY

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

13. RESOLUTION 12 – ISSUE OF OPTIONS TO RELATED PARTY – MR NIGEL GELLARD

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

“That, for the purposes of Section 195(4) and Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,500,000 Options to Mr Nigel Gellard (and his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by Mr Nigel Gellard (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

14. RESOLUTION 13 – ISSUE OF OPTIONS TO RELATED PARTY – LEIGH JUNK

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

“That, for the purposes of Section 195(4) and Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,750,000 Options to Mr Leigh Junk (and his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by Mr Leigh Junk (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either:

(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

15. RESOLUTION 14 – ISSUE OF OPTIONS TO RELATED PARTY – PETER ELLERY

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

“That, for the purposes of Section 195(4) and Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 250,000 Options to Mr Peter Ellery (and his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by Mr Peter Ellery (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated: 11 October 2013

By Order of the Board

Jay Stephenson COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2013 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.sentosamining.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2013.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ) at the second annual general meeting.

If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the Company’s annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.3 Proxy Restrictions

Shareholders appointing a proxy for Resolution 1 should note the following:

If you appoint a member of the Key Management Personnel as your proxy

If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote . Undirected proxies granted to these persons will not be included in any vote on Resolution 1.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 1 , however if you do not direct the Chair how to vote, you must tick the acknowledgement on the proxy form to acknowledge that the Chair may exercise their discretion in exercising your proxy even though Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote, and you do not need to tick any further acknowledgement on the proxy form.

3. RESOLUTIONS 2 AND 3 – ELECTION OF DIRECTORS

Clause 11.3 of the Constitution requires that one-third of all Directors (other than the Managing Director) must retire by rotation at an annual general meeting. A Director who retires under clause 11.3 of the Constitution is eligible for re-election. The Company currently has three Directors, accordingly, one must retire. Mr Nigel Gellard, the Director longest in office since his last election, retires by rotation and seeks re-election.

Clause 11.10 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Clause 11.11 of the Constitution requires that any Director appointed in a casual vacancy holds office until the next annual general meeting of the Company and is then eligible for re-election but is not to be taken into account in determining the Directors who are to retire by rotation at that meeting.

Mr Peter Ellery, having been appointed on 21 November 2012 retires in accordance with clause 11.11 of the Constitution, and being eligible, seeks election from Shareholders.

4. RESOLUTION 4 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 4 seeks the approval of Shareholders for the Company to change its name to Parmelia Resources Limited.

If Resolution 4 is passed the change of name will take effect when ASIC alters the details of the Company’s registration. The proposed name has been reserved by the Company and if Resolution 4 is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change.

The new name proposed to be adopted under Resolution 4 is Parmelia Resources Limited. The Directors believe that this new name more accurately reflects the proposed future operations of the Company.

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF 4,9328,611 TRANCHE ONE SHARES

5.1 Background

On 20 September 2013, the Company announced that it was in the process of entering into subscription agreements to issue approximately 22,222,222 Shares at an issue price of $0.045 per Share in order to raise up to $1,000,000, together with 11,111,111 free attaching Options, on the basis of 1 Option for every Share issued. Fractional securities will be rounded down. The capital raising is proceeding in two tranches, as follows:

(a) the first tranche of 8,216,111 Shares at $0.045 per Share to raise approximately $370,000 were issued on 26 September 2013( Tranche One Shares );
(b) up to 4,108,056 free attaching Options to be issued on a one for two basis with the Tranche One Shares, will be issued following Shareholder approval under Resolution 6 ( Tranche One Options );

(c) the second tranche of up to 17,211,668 Shares at $0.045 per Share, to raise approximately $775,000 ( Tranche 2 Shares ) and (up to 8,605,834 free attaching Options to be issued on a one for two basis with the Tranche Two Shares, will be issued following Shareholder approval under Resolution 6 ( Tranche Two Options ),

(together the Placement ).

Upon completion of the Placement, the Company intends to undertake a non-renounceable entitlement issue of 1 Option for every 2 Shares held at the record date, at an issue price of $0.005 per Option ( Entitlement Issue ). The Company intends to issue the Tranche One Options, Tranche Two Options and the Entitlement Issue pursuant to a prospectus.

The Company has engaged the services of Hartleys Limited (ACN 104 195 057) (AFSL number 230052) ( Hartleys ), to assist in managing the Placement and Entitlement Issue. The Company will issue Hartleys’ subsidiary Zenix Nominees Pty Ltd 3,000,000 Options in consideration for these services. Approval for the issue of those Options is sought under Resolution 9.

None of the subscribers of the Tranche One Shares were related parties of the Company. Resolution 5 seeks Shareholder approval for the issue of the Tranche One Shares. The Company is also seeking Shareholder approval for the issue of the Tranche One Options and the Tranche Two Shares and Tranche Two Options pursuant to Resolution 6.

5.2 Summary of ASX Listing Rule 7.1

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

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.3 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to this Resolution 5:

(a) the total number of Tranche One Shares issued was 8,216,111 Shares. Of those Shares, 4,928,611 Shares were issued using the Company’s capacity under ASX Listing Rule 7.1 and accordingly shareholder approval under ASX Listing Rule 7.4 is sought for 4,928,611 Shares;
(b) the Tranche One Shares were issued on 26 September 2013;
(c) the Tranche One Shares were issued at a price of $0.045 per Share;
(d) the Tranche One Shares issued were all fully paid ordinary shares in the capital of the Company and rank equally with the Company’s current issued Shares;
(e) the Tranche One Shares were issued to institutional and sophisticated investors. None of the subscribers were related parties of the Company; and
(f) the funds raised from the Placement and Entitlement Issue will be used to progress exploration at the Company’s Darvii Naruu Mongolian Project, for the Company’s other existing projects and for working capital.

6. RESOLUTION 6 –ISSUE OF TRANCHE TWO SHARES, TRANCHE ONE OPTIONS AND TRANCHE TWO OPTIONS

Resolution 6 seeks Shareholder approval for the issue the Tranche One Options, the Tranche Two Shares and the Tranche Two Options. The subscribers pursuant to this issue will not be related parties of the Company except as set out in Resolutions 7 and 8.

A summary of ASX Listing Rule 7.1 is set out in Section 4 above.

The effect of Resolution 6 will be to allow the Directors to issue the Tranche One Options and Tranche Two Shares and Tranche Two Options during the period of 3 months after the Annual General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.1 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to this Resolution 6:

(a) the maximum number of securities to be issued is:
(i) 4,108,055 Tranche One Options;
(ii) 17,211,668 Tranche Two Shares; and
(iii) 8,605,834Tranche Two Options;
(b) the Tranche Two Shares will be issued at a price of $0.045 per Share and the Tranche One Options and Tranche Two Options will be issued with a nil issue price as they are free attaching on a one for two basis to the Tranche One Shares and Tranche Two Shares respectively;
(c) the Tranche One Options, Tranche Two Shares and Tranche Two Options will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). It is intended that issue of the Tranche Two Shares will occur on the same date and the Tranche One Options and Tranche Two Options will occur on the same date. As noted in section 5.1 above, the Tranche One Options and Tranche Two Options will be issued subject to the Company satisfying ASX quotation requirements;
(d) the Tranche Two Shares will be fully paid ordinary shares in the Capital of the Company and will rank equally with the Company’s current issued Shares. The Company will seek quotation of the Shares on ASX;
(e) the Tranche One Options and Tranche Two Options will be issued on the terms and conditions set out in Schedule 1;
(f) the Tranche One Options will be issued to the investors that acquired the Tranche One Shares, the Tranche Two Shares and Tranche Two Options will be issued to institutional and sophisticated investor clients of Hartleys and other AFSL holders as determined by the Directors. None of the subscribers will be related parties of the Company, other than as noted in Resolutions 7 and 8; and
(g) the Company intends to use the funds raised from the issue of the Tranche One Shares and the Tranche Two Shares and Options as set out in Section 5.3(f).

7. RESOLUTIONS 7 AND 8 – ISSUE OF SHARES TO RELATED PARTIES – MESSRS LEIGH JUNK AND NIGEL GELLARD

7.1 General

Messrs Junk and Gellard wish to participate in Tranche Two of the Placement.

Resolutions 7 and 8 seek Shareholder approval for the in the issue of:

(a) up to 3,333,334 Tranche Two Shares and up to 1,666,666 Tranche Two Options to Mr Junk (or his nominee) through participation in the Placement; and
(b) up to 444,445 Tranche Two Shares and up to 222,222 Tranche Two Options to Mr Gellard (or his nominee) through participation in the Placement.

7.1 Chapter 2E of the Corporations Act

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

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

The Participation will result in the issue of Shares and Options, which constitutes giving a financial benefit and Messrs Junk and Gellard are related parties of the Company by virtue of being Directors.

As two of the three Directors (or their nominees) may receive Shares and Options at the Meeting, the Directors are not able to consider whether that the exceptions set out in Sections 210 to 216 of the Corporations Act apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue the Shares and Options under Resolutions 7 and 8 to Messrs Junk and Gellard in accordance with section 195 of the Corporations Act.

7.2 ASX Listing Rule 10.11

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

Resolutions 7 and 8 involves the issue of Shares and Options to related parties of the Company, accordingly, Shareholder approval pursuant to ASX Listing Rule 10.11 is required, unless an exception applies. Further, two of the three Directors (or their nominees) may receive Shares and Options at the Meeting, accordingly, the Directors are not able to consider whether that the exceptions set out in ASX Listing Rule 10.12 apply in the current circumstances. Accordingly, Shareholder approval is sought to issue the Tranche Two Shares and Tranche Two Options under Resolutions 7 and 8 to Messrs Junk and Gellard.

7.3 Technical Information required by ASX Listing Rule 10.13

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Tranche Two Shares and Tranche Two Options to Messrs Junk and Gellard (or their nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

7.4 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 7 and 8:

(a) the related parties are Messrs Junk and Gellard and they are related parties by virtue of being Directors;
(b) the maximum number of Shares and Options to be issued is:
(i) up to 3,333,334 Tranche Two Shares and up to 1,666,666 Tranche Two Options to Mr Junk (or his nominee) through participation in the Placement; and
(ii) up to 444,445 Tranche Two Shares and up to 222,222 Tranche Two Options to Mr Gellard (or his nominee) through participation in the Placement;
(c) the Shares and Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). It is intended that allotment of the Tranche Two Shares will occur on the same date, and the Tranche Two Options will occur on the same date. As noted in section 5.1 above, the Tranche One Options and Tranche Two Options will be issued subject to the Company satisfying ASX quotation requirements;
(d) the Tranche Two Shares will be issued at a price of $0.045 per Tranche Two Share and the Tranche Two Options will be issued with a nil issue price as they are free attaching on a one for two basis to the Tranche Two Shares;

(e) the value of the Tranche Two Shares is set out below:

Related Party	Shares	Value
Mr Leigh Junk	3,333,334	$150,000
Mr Nigel Gellard	444,445	$20,000

(f) the Company intends to use the funds raised from the issue of the Tranche One Shares and the Tranche Two Shares as set out in section 5.3(f);
(g) the Tranche Two Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(h) the Tranche Two Options will be issued on the terms and conditions set out in Schedule 1;
(i) the value of the Tranche Two Options to be issued to the Directors and the pricing methodology is set out in Schedule 5;
(j) the relevant interests of Messrs Junk and Gellard in securities of the Company are set out below:

Related Party	Shares	Options
Mr Leigh Junk	1,225,000	650,000
Mr Nigel Gellard	1,100,000	650,000

(k) the remuneration and emoluments from the Company to Messrs Junk and Gellard for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Mr Leigh Junk	$32,700	$32,700
Mr Nigel Gellard	$32,700	$32,700

(l) if the Tranche Two Shares and Tranche Two Options are issued to Messrs Junk and Gellard, and the Tranche Two Options are exercised, a total of 5,666,667 Shares would be issued. This will increase the number of Shares on issue from 32,875,000 to 38,541,667 (assuming that no other Options are exercised and no Shares other than those contemplated by the Resolutions of this Notice are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 14.70%, comprising 12.97% by Mr Junk and 1.73% by Mr Gellard;
(m) the market price for Shares during the term of the Tranche Two Options would normally determine whether or not the Tranche Two Options are exercised. If, at any time any of the Tranche Two Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Tranche Two Options, there may be a perceived cost to the Company;
(n) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	5.4 cents	12 September 2013
Lowest	0.7 cents	26, 27 and 28 June 2013
Last	5.4 cents	25 September 2013

(o) the Board acknowledges the grant of Tranche Two Options to Messrs Junk and Gellard is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations with 2010 Amendments (2nd Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Tranche Two Options to Messrs Junk and Gellard reasonable in the circumstances for the reason set out in paragraph (o);

(p) the grant of the Tranche Two Shares and Tranche Two Options to Messrs Junk and Gellard is pursuant to their participation in tranche two of the Placement;

(q) Mr Junk declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution on the basis that he intends to subscribe for Tranche Two Shares and Tranche Two Options should Resolution 7 be passed. However, Mr Junk recommends that Shareholders vote in favour of Resolution 8 because the grant of Tranche Two Shares and Tranche Two Options will be on the same terms as other participants in the Placement;
(r) Mr Gellard declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution on the basis that he intends to subscribe for Tranche Two Shares and Tranche Two Options should Resolution 8 be passed. However Mr Gellard recommends that Shareholders vote in favour of Resolution 7 because the grant of Tranche Two Shares and Tranche Two Options will be on the same terms as other participants in the Placement;
(s) with the exception of Messrs Junk and Gellard, no other Director has a personal interest in the outcome of Resolutions 7 and 8;
(t) Mr Ellery recommends that Shareholders vote in favour of Resolutions 7 and 8 for the reasons set out in paragraphs (o) and (p) above;
(u) in forming their recommendations, each Director considered the terms of the Placement and the current market practices when determining the number of Tranche Two Shares and Tranche Two Options to be granted as well as the exercise price and expiry date of those Tranche Two Options; and
(v) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 7 and 8.

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

8. RESOLUTION 9 – BROKER FEES

8.1 General

Resolution 9 seeks Shareholder approval for the issue of 3,000,000 Options, in consideration for services provided by Hartleys ( Broker Options ).

A summary of ASX Listing Rule 7.1 is set out in Section 4 above.

The effect of Resolution 9 will be to allow the Company to issue the Broker Options pursuant during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

8.2 Technical information required by ASX Listing Rule 7.1

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

(a) the maximum number of Options to be issued is 3,000,000;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(c) the Options will be issued for nil cash consideration in satisfaction of services provided by Hartleys in assisting in managing the Placement and Entitlement Issue;
(d) the Options will be issued to Zenix Nominees Pty Ltd, who is not a related party of the Company;
(e) the Options will be issued on the terms and conditions set out in Schedule 1; and
(f) no funds will be raised under this Resolution 9, as the Options are being issued as consideration for services provided by Hartleys in assisting in managing the Placement and Entitlement Issue.

9. RESOLUTION 10 – APPROVAL OF ISSUE OF SHARES

9.1 General

Resolution 10 seeks Shareholder approval for the issue of 5,500,000 Shares ( Consideration Shares ) in consideration for the acquisition of privately owned Australian and Mongolian companies ( Acquisition ).

As announced on 24 April 2013, the Company has entered into an agreement to purchase a 100% interest in Darvii Naruu Copper Gold Project in Gobi-Altai province, Western Mongolia. The parties to the agreement are BM Geological Services Pty Ltd (ACN 106 064 393); Bradley Charles Daddow; Rachel Anne Sheedy; Michelle Coutts; Charmaine Hartofillis; Terrence Edgar Bates; Resources Service Limited (ICA 3739/2000); International Resource Development Limited (CN 582331); Bewsher Mapleson LLC (SRN 9019035038); and St Nicolas Mines Pty Ltd (ACN 115 642 352) ( Parties ).

The Darvii Naruu project is comprised of seven semi contiguous licenses with a total area of 62,735.8 Hectares. The project is located within the South Gobi Arc which hosts Rio Tinto’s world class Oyu Tolgoi porphyry deposit, one of the world’s largest Cu-Au deposits. In addition to the Consideration Shares, the Company will pay a 0.5% net smelter return royalty.

Mr Nigel Gellard, Executive Chairman said “The investment into Mongolia represents a unique platform to gain access to a recognised mining jurisdiction hosting numerous world class mineral deposits. Western Mongolia is vastly underexplored by modern exploration methods and the agreement presents Sentosa with an outstanding opportunity to potentially make a discovery of a large-scale mineral deposit. With its substantial mineral endowment, and close proximity to China, Mongolia is a leading frontier for exploration and mining.”

A summary of ASX Listing Rule 7.1 is set out in Section 4 above.

The effect of Resolution 10 will be to allow the Company to issue the Consideration Shares pursuant to the Acquisition during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

9.2 Technical information required by ASX Listing Rule 7.1

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

(i) the maximum number of Shares to be issued is 5,500,000;
(ii) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(iii) the deemed issue price will be $0.20 per Share;
(iv) the Shares will be issued to BM Geological Services Pty Ltd; Bradley Charles Daddow; Rachel Anne Sheedy; Michelle Coutts; Charmaine Hartofillis; Terrence Edgar Bates; Resources Service Limited; International Resource Development Limited; Bewsher Mapleson LLC, who are not related parties of the Company;
(v) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(vi) no funds will be raised from the Acquisition as the Shares are being issued in consideration for the acquisition of the Darvii Naruu Copper Gold Project.

10. RESOLUTION 11 – APPROVAL OF 10% PLACEMENT CAPACITY

10.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 11, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 10.2 below).

The effect of Resolution 11 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 11 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 11 for it to be passed.

10.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(i) is not included in the S&P/ASX 300 Index; and
(ii) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $2,220,000.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has two classes of Equity Securities on issue, being the Shares (ASX Code: SEO) and listed Options (ASX Codes: SEOO).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

(A) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the previous 12 months;
(C) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and
(D) less the number of Shares cancelled in the previous 12 months.

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

10.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 11:

(i) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(A) the date on which the price at which the Equity Securities are to be issued is agreed; or
(B) if the Equity Securities are not issued within 5 ASX trading days of the date in (A) above, the date on which the Equity Securities are issued.

(ii) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(A) 12 months after the date of this Meeting; and
(B) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

(iii) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 11 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

		Dilution	Dilution
Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)
	Issue Price (per Share)	$0.025 50% decrease in Issue Price	$0.05 Issue Price	$0.10 100% increase in Issue Price


32,875,000 (Current Variable A)	Shares issued - 10% voting dilution	3,287,500 Shares	3,287,500 Shares	3,287,500 Shares
	Funds raised	$82,188	$164,375	$328,750
49,312,500 (50% increase in Variable A)	Shares issued - 10% voting dilution	4,931,250 Shares	4,931,250 Shares	4,931,250 Shares
	Funds raised	$123,281.25	$246,562.50	$493,125.00
65,750,000 (100% increase in Variable A)	Shares issued - 10% voting dilution	6,575,000 Shares	6,575,000 Shares	6,575,000 Shares
	Funds raised	$164,375.000	$328,750.00	$657,500.00

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

Upon issue of the Shares contemplated by this Notice, there will be 60,597,222 Shares on issue comprising:
(a) 32,875,000 existing Shares as at the date of this Notice of Meeting; and
(b) 27,722,222 Shares which will be issued if Resolutions 5, 6 and 10 are passed at this Meeting.
The issue price set out above is the closing price of the Shares on the ASX on 18 September 2013.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(A) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(B) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(iv) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(A) as cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets and general working capital; or

(B) as non-cash consideration for the acquisition of new resources assets and investments including/excluding previously announced acquisitions in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(v) Allocation policy under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(A) the purpose of the issue;
(B) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(C) the effect of the issue of the Equity Securities on the control of the Company;
(D) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(E) prevailing market conditions; and
(F) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(vi) Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 22 November 2012 ( Previous Approval ).

On 27 September 2013 the Company issued 3,287,500 fully paid ordinary shares in the capital of the Company pursuant to the Previous Approval. The Shares issued pursuant to the Previous Approval were issued to professional and sophisticated investors, who are clients of Hartleys, at an issue price of $0.045 per Share, being a discount of 4.3% to the trading price of the Shares on that date. The total cash consideration for the Shares issued pursuant to the Previous Approval was $139,061 which is to be used for the continued exploration of the Company’s existing projects.

The Company has not issued any Options pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 22 November 2012, the Company also released 7,400,000 Shares from escrow, which represents approximately 29.04% of the total diluted number of Equity Securities on issue in the Company on 22 November 2012, which was 25,475,000.

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 2.

(vii) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

(A) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
(B) the information required by Listing Rule 3.10.5A for release to the market.

10.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 11.

11. RESOLUTIONS 12-14 – ISSUE OF OPTIONS TO RELATED PARTIES

11.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 4,500,000 Options ( Related Party Options ) to Messrs Nigel Gellard, Leigh Junk and Peter Ellery ( Related Parties ) on the terms and conditions set out below.

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

(i) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(ii) give the benefit within 15 months following such approval,

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

The grant of the Related Party Options constitutes giving a financial benefit and Messrs Nigel Gellard, Leigh Junk and Peter Ellery are related parties of the Company by virtue of being Directors.

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

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

11.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Options:

(i) the related parties are Messrs Nigel Gellard, Leigh Junk and Peter Ellery and they are related parties by virtue of being Directors;
(ii) the maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(A) 2,500,000 Related Party Options to Mr Nigel Gellard;
(B) 1,750,000 Related Party Options to Mr Leigh Junk; and
(C) 250,000 Related Party Options to Mr Peter Ellery;

(iii) the Related Party Options will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Options will be issued on one date;
(iv) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised;
(v) the terms and conditions of the Related Party Options are set out in Schedule 3;
(vi) the value of the Related Party Options and the pricing methodology is set out in Schedule 4;
(vii) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Nigel Gellard	1,100,000	650,0001
Leigh Junk	1,225,000	650,0002
Peter Ellery	Nil	Nil

1 250,000 Options exercisable at $0.20 each on or before 25 August 2014. 400,000 Options exercisable at $0.25 each on or before 17 December 2013.

2 250,000 Options exercisable at $0.20 each on or before 25 August 2014; and 400,000 Options exercisable at $0.25 each on or before 17 December 2013.

(viii) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Nigel Gellard	$32,700	$32,700
Leigh Junk	$32,700	$32,700
Peter Ellery	$19,942	nil

(ix) if the Related Party Options granted to the Related Parties are exercised, a total of 4,500,000 Shares would be issued. This will increase the number of Shares on issue from 32,875,000 to 37,375,000 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 12.04%, comprising 6.69% by Mr Nigel Gellard, 4.68% by Mr Leigh Junk and 0.67% by Mr Peter Ellery.

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

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

	Price	Date
Highest	5.4 cents	12 September 2013
Lowest	0.7 cents	26, 27 and 28 June 2013
Last	5.4 cents	25 September 2013

(xi) the Board acknowledges the grant of Related Party Options to each of the Directors is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations with 2010 Amendments (2[nd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Options to each of the Directors is reasonable in the circumstances for the reason set out in paragraph (xiii);

(xii) the primary purpose of the grant of the Related Party Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors;
(xiii) Mr Nigel Gellard declines to make a recommendation to Shareholders in relation to Resolution 12 due to his material personal interest in the outcome of the Resolution on the basis that Mr Nigel Gellard is to be granted Related Party Options in the Company should Resolution 12 be passed. However, in respect of Resolutions 13 and 14, Mr Nigel Gellard recommends that Shareholders vote in favour of those Resolutions for the following reasons:
(A) the grant of Related Party Options to the Related Parties, in particular, the vesting conditions of the Related Party Options, will align the interests of the Related Parties with those of Shareholders;
(B) the grant of the Related Party Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and
(C) there is no significant opportunity costs to the Company or opportunity foregone by the Company in granting the Related Party Options upon the terms proposed;
(xiv) Mr Leigh Junk declines to make a recommendation to Shareholders in relation to Resolution 13 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should Resolution 13 be passed. However, in respect of Resolutions 12 and 14, Mr Leigh Junk recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (xiii);
(xv) Mr Peter Ellery declines to make a recommendation to Shareholders in relation to Resolution 14 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should Resolution 14 be passed. However, in respect of Resolutions 12 and 13, Mr Leigh Junk recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (xiii);
(xvi) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Options to be granted as well as the exercise price and expiry date of those Related Party Options; and
(xvii) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 12 to 14.

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

12. ENQUIRIES

Shareholders are requested to contact Mr Jay Stephenson on +61 8 6141 3500 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in section 10 of the Explanatory Statement.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of Sentosa Mining Limited.

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

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Sentosa Mining Limited (ACN 142 901 353).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of Sentosa Mining Limited.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Annual General Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2013.

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

Share means a fully paid ordinary share in the capital of Sentosa Mining Limited.

Shareholder means a holder of a Share.

Tranche One Shares and Options and Tranche Two Shares and Options have the meanings given in section 5.1.

Variable A means “A” as set out in the calculation in section 10 of the Explanatory Statement.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – OPTION TERMS AND CONDITIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.15 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on that date that is three years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 2 – ISSUES OF EQUITY SECURITIES SINCE 22 NOVEMBER 2012

The Company has not issued any securities in the twelve months since 22 November 2012.

On 10 December 2012, 7,400,000 fully paid ordinary shares in the Company were released from escrow. This did not constitute an issue of new Equity Securities in the Company.

On 20 September 2013 the Company announced that it is in the process of placing up to 22,200,000 Shares. As at the date of this Notice the Tranche One issue of Shares has been completed and is detailed in the table below. No Tranche One Options, Tranche Two Shares or Tranche Two Options have been issued.

Date1	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)2	Form of consideration
26 September 2013	8,216,111	Shares3	Institutional and sophisticated investors	$0.045 Discount to market =16.67%5	Cash Amount raised6= $369,725

Notes:

This is the date the Appendix 3B was announced to ASX. The date of issue may be different. Refer to Item 7 of the relevant Appendix 3B for the specific date of issue.
Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the trading day prior to the date of issue of the relevant Equity Securities.

Fully paid ordinary shares in the capital of the Company, ASX Code: SEO (terms are set out in the Constitution).

The cash balance of the Company on 22 November 2012 was approximately $752,000. The aggregate amount raised from issues of Equity Securities listed in Schedule 2 is $369,725. The cash balance of the Company as at the date of this Notice is approximately $518,000. The amount spent since 22 November 2012 to the date of this Notice has been approximately $604,000. These funds have been spent on investments, exploration activities, and operating expenses of the Company. The amount raised from issues of Equity Securities listed in Schedule 2 that remains unspent as at the date of this Notice is $369,725. It is proposed that these funds will be used, together with the Company’s other cash reserves, primarily to progress exploration at the Company’s Darvii Naruu Mongolian Project, for the Company’s existing projects and for working capital.

This statement, as it relates to the future use of funds, is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

Based on the closing price of the Shares ($0.054) or Options ($0.001) as the context requires on the ASX on the trading day prior to the date of this Notice.

SCHEDULE 3 – TERMS AND CONDITIONS OF RELATED PARTY OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be that amount that is 145% of the 5 day volume weighted average price prior to the date of the Meeting ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on 31 October 2016 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

(f) Exercise Date

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

(k) Participation in new issues

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 4 – VALUATION OF RELATED PARTY OPTIONS

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 12, 13 and 14 have been valued by internal management] .

Using the Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Assumptions:

Valuation date	23 September 2013
Market price of Shares	5.4 cents
Exercise price	6.5 cents
Expiry date (length of time from issue)	3 years
Risk free interest rate	2.82%
Volatility (discount)	97.688%
*Indicative value per Related Party Option*	3.15 cents
*Total Value of Related Party Options*	$141,636
- Mr Nigel Gellard	$78,687
- Mr Leigh Junk	$55,081
- Mr Peter Ellery	$7,869

Note: The valuation noted above is not necessarily the market price that the Related Party Options could be traded at and is not automatically the market price for taxation purposes.

SCHEDULE 5 – VALUATION OF FREE ATTACHING OPTIONS ISSUED TO RELATED PARTIES

The Free Attaching Options to be issued to the Related Parties pursuant to Resolutions 7 and 8 have been valued by internal management .

Using the Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Assumptions: Valuation date 23 September 2013 Market price of Shares 5.4 cents Exercise price 15 cents Expiry date (length of time from issue) 3 years Risk free interest rate 2.82% Volatility (discount) 97.688% Indicative Value of Free Attaching Options 2.21 cents Value of Free Attaching Options - Mr Nigel Gellard $4,905 - Mr Leigh Junk $36,786

Note: The valuation noted above is not necessarily the market price that the Related Party Options could be traded at and is not automatically the market price for taxation purposes.

PROXY FORM

APPOINTMENT OF PROXY SENTOSA MINING LIMITED ACN 142 901 353

ANNUAL GENERAL MEETING

I/We

==> picture [426 x 51] intentionally omitted <==

being a member of Sentosa Mining Limited entitled to attend and vote at the Annua General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10:00am WST, on 7 November 2013 at Level 4, 66 Kings Park Road, West Perth WA 6005, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of Remuneration Report Resolution 2 – Re-election of Director – Mr Nigel Gellard Resolution 3 – Election of Director – Mr Peter Ellery Resolution 4 – Change of Company Name Resolution 5 – Ratification of Prior Issue of Tranche One Shares Resolution 6 –Issue of Tranche Two Shares, Tranche One Options and Tranche Two Options Resolution 7 – Issue of Shares to Related Party – Mr Leigh Junk Resolution 8 – Issue of Shares to Related Party – Mr Nigel Gellard Resolution 9 – Broker Fees Resolution 10 – Approval of Issue of Shares Resolution 11 – Approval of 10% Placement Capacity Resolution 12 –Issue of Options to Related Party – Mr Nigel Gellard Resolution 13 –Issue of Options to Related Party – Mr Leigh Junk Resolution 14 –Issue of Options to Related Party – Mr Peter Ellery

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

Important for Resolutions 1 and 5 to 14

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1 and 5 to 14 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1 and 5 to 14 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolutions 1 and 12 to 14 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 5 to 14 and that votes cast by the Chair for Resolutions 5 to 14, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 1 and 5 to 14 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 and 5 to 14.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signature of Member(s):

Signature of Member(s): Individual or Member 1 Sole Director/Company Secretary	Member 2 Director	Date: ____ Member 3

		Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

SENTOSA MINING LIMITED

ACN 142 901 353

INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

1.

2.

( Appointing a Proxy ): A member entitled to attend and cast a vote at an Annual General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member may appoint a second proxy to attend and vote on their behalf at the meeting. However, where both proxies attend the meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a member of the Company.

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

( Signing Instructions ):

(a) ( Individual ): Where the holding is in one name, the member must sign.
(b) ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
(c) ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
(d) ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

5.

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

( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Sentosa Mining Limited, PO Box 52, West Perth WA 6872; or
(b) facsimile to the Company on facsimile number +61 8 6141 3599.

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

AI assistant

ECHOIQ LIMITED — AGM Information 2013

64833_rns_2013-10-10_639eb553-9bab-42a7-b9ad-d57362879e77.pdf

SENTOSA MINING LIMITED ACN 142 901 353

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

DEFINED TERMS

ASIC AND ASX

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR NIGEL GELLARD

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR PETER ELLERY

5. RESOLUTION 4 – CHANGE OF COMPANY NAME

Voting Exclusion:

7. RESOLUTION 6 – ISSUE OF TRANCHE TWO SHARES, TRANCHE ONE OPTIONS AND TRANCHE TWO OPTIONS

Short Explanation:

Voting Exclusion:

8. RESOLUTION 7 – ISSUE OF SHARES TO RELATED PARTY – MR LEIGH JUNK

Voting Exclusion Statement:

Voting Exclusion Statement:

10. RESOLUTION 9 – BROKER FEES

Voting Exclusion Statement:

11. RESOLUTION 10 – APPROVAL OF ISSUE OF SHARES

Voting Exclusion Statement:

12. RESOLUTION 11 – APPROVAL OF 10% PLACEMENT CAPACITY

Voting Exclusion Statement :

13. RESOLUTION 12 – ISSUE OF OPTIONS TO RELATED PARTY – MR NIGEL GELLARD

Voting Exclusion Statement:

Voting Prohibition Statement:

14. RESOLUTION 13 – ISSUE OF OPTIONS TO RELATED PARTY – LEIGH JUNK

Voting Exclusion Statement:

Voting Prohibition Statement:

15. RESOLUTION 14 – ISSUE OF OPTIONS TO RELATED PARTY – PETER ELLERY

Voting Exclusion Statement:

Voting Prohibition Statement:

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Proxy Restrictions

If you appoint a member of the Key Management Personnel as your proxy

If you appoint the Chair as your proxy

If you appoint any other person as your proxy

3. RESOLUTIONS 2 AND 3 – ELECTION OF DIRECTORS

4. RESOLUTION 4 – CHANGE OF COMPANY NAME

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF 4,9328,611 TRANCHE ONE SHARES

5.1 Background

(together the Placement ).

5.2 Summary of ASX Listing Rule 7.1

5.3 Technical information required by ASX Listing Rule 7.4

6. RESOLUTION 6 –ISSUE OF TRANCHE TWO SHARES, TRANCHE ONE OPTIONS AND TRANCHE TWO OPTIONS

6.1 Technical information required by ASX Listing Rule 7.1

7. RESOLUTIONS 7 AND 8 – ISSUE OF SHARES TO RELATED PARTIES – MESSRS LEIGH JUNK AND NIGEL GELLARD

7.1 General

7.1 Chapter 2E of the Corporations Act

7.2

ASX Listing Rule 10.11

7.3 Technical Information required by ASX Listing Rule 10.13

7.4

Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

8. RESOLUTION 9 – BROKER FEES

8.1 General

8.2 Technical information required by ASX Listing Rule 7.1

9. RESOLUTION 10 – APPROVAL OF ISSUE OF SHARES

9.1 General

9.2 Technical information required by ASX Listing Rule 7.1

10. RESOLUTION 11 – APPROVAL OF 10% PLACEMENT CAPACITY

10.1 General

10.2 ASX Listing Rule 7.1A

(A x D) – E

ECHOIQ LIMITED AGM Information 2013