ELEMENT 25 LIMITED — Proxy Solicitation & Information Statement 2007

Oct 8, 2007

MONTEZUMA MINING COMPANY LTD ABN 46 119 711 929

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

Date of Meeting 12 November 2007

Time of Meeting 11:30 am

Place of Meeting Celtic Club 48 Ord Street WEST PERTH WA

MONTEZUMA MINING COMPANY LTD ABN 46 119 711 929 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2007 Annual General Meeting of shareholders of Montezuma Mining Company Ltd (" Company ") will be held at the Celtic Club 48 Ord Street, West Perth WA on 12 November 2007 at 11:30 am for the purpose of transacting the following Business.

ORDINARY BUSINESS

2007 Financial Statements

To receive the financial statements of the Company for the year ended 30 June 2007, consisting of the Annual Financial Report, the Directors’ Report and Auditor's Report.

Resolution 1 – Re-election of Ian Cornelius as a Director

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

" That Ian Cornelius having retired as a director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for re-election be re-elected a director of the Company. "

Pursuant to the Company’s Constitution, one-third of the directors of the Company (other than the managing director) must retire at each Annual General Meeting and being eligible may offer themselves for re-election.

Resolution 2 – Remuneration Report

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

" That the Remuneration Report forming part of the Company’s 2007 Annual Report be adopted. "

Section 250R of the Corporations Act requires a listed company to put to shareholders at each Annual General Meeting a resolution adopting the report on the remuneration of the company’s directors, executives and senior managers included in the company’s annual report. The above resolution is being proposed to comply with this requirement. The vote on this resolution is advisory and does not bind the company’s directors.

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

Resolution 3 – Ratification of Allotment and Issue of Shares

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

“That, for the purpose of Listing Rule 7.4 of the Listing Rules of the ASX and for all other purposes, the Company approves and ratifies the allotment and issue of 4,815,900 Shares issued on terms and conditions set out in the Explanatory Memorandum accompanying this Notice to persons who are not related parties of the Company.”

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MONTEZUMA MINING COMPANY LTD

NOTICE OF ANNUAL GENERAL MEETING

Short Explanation : Approval is sought under Listing Rule 7.4 to allow the Company to ratify the issue and allotment of these securities. Please refer to the Explanatory Memorandum for details.

Voting Exclusion : The Company will disregard any votes cast on this resolution by a person who participated in the issue and any associates of those persons.

Resolution 4 – Authority to Issue and Allot Options – Placement

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

“That, for the purposes of Listing Rule 7.1 of the Listing Rules of ASX and for all other purposes, approval is given for the Company to be authorised to issue and allot up to 1,203,975 Options on the terms set out in the Explanatory Memorandum accompanying this Notice, Annexure A.”

Short Explanation : Approval is sought under Listing Rule 7.1 to authorise the Company to issue these securities. Please refer to the Explanatory Memorandum 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 any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associate of any such person.

Resolution 5 – Authority to Issue and Allot Options to Consultants

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

“That, for the purposes of Listing Rule 7.1 of the Listing Rules of ASX and for all other purposes, approval is given for the Company to be authorised to issue and allot up to 1,500,000 Options on the terms set out in the Explanatory Memorandum accompanying this Notice, Annexure B.”

Short Explanation : Approval is sought under Listing Rule 7.1 to authorise the Company to issue these securities. Please refer to the Explanatory Memorandum 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 any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associate of any such person.

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MONTEZUMA MINING COMPANY LTD

NOTICE OF ANNUAL GENERAL MEETING

Resolution 6 - Share Placement Facility

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

“That for the purposes of Listing Rule 7.1 of the Listing Rules of ASX and for all other purposes, the directors be authorised to allot and issue up to 15,000,000 ordinary fully paid shares in the capital of the Company at an issue price of not less than 80% of the average market price of the Company’s shares (calculated over the 5 days on which sales of shares were recorded before the day on which the issue is made), with such shares to be issued to such persons as the directors in their absolute discretion may determine and otherwise upon the terms set out in the Notice of Annual General Meeting and Explanatory Memorandum.”

In accordance with ASX Listing Rules, 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 of their associates. However, the Company will 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.

By order of the Board

==> picture [193 x 103] intentionally omitted <==

____ John Ribbons Company Secretary Date: 3 October 2007

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MONTEZUMA MINING COMPANY LTD

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders in Montezuma Mining Company Ltd ABN 46 119 711 929 (“ Company ”) with sufficient information to assess the merits of Resolutions 3 to 6 contained in the Notice of Annual General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Memorandum in full before making any decision in relation to Resolutions 3 to 6.

Resolution 3 – Ratification of Allotment and Issue of Shares

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such a ratification is to restore a company’s maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

Resolution 3 is required to be approved in accordance with ASX Listing Rule 7.4 to ratify previous issues of securities. The Company confirms that the issue and allotment of the securities the subject of Resolution 3 did not breach ASX Listing Rule 7.1.

Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.4 and the following information is included in this Explanatory Memorandum for that purpose:

• (a) 4,815,900 Shares were issued by the Company;

• (b) the issue price per share was 20 cents;

• (c) funds raised from this placement will be directed to gold exploration at the Company’s 100% owned Peak Hill Project and for working capital purposes;

• (d) the Shares were allotted to parties introduced by Kirke Securities Ltd, Tricom Equities Limited, Shaw Stockbroking and Euroz Limited;

• (e) the Shares rank equally with the existing Shares;

• (f) $963,180 (before costs) was raised by this placement; and

• (g) a voting exclusion statement is included in the Notice.

Resolution 4 – Authority to Issue and Allot Options - Placement

ASX Listing Rule 7.1 provides that the prior approval of the Shareholders of the Company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Up to 1,203,975 Options proposed to be issued by the Company pursuant to Resolution 4 will exceed the 15% threshold referred to in Listing Rule 7.1 and, accordingly, Shareholder approval under Listing Rule 7.1 is sought.

The proposed issue of Options to parties will be to persons who are not related parties of the Company and is placed before Shareholders to allow the Options to be excluded from the calculation set out in ASX Listing Rule 7.1.

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MONTEZUMA MINING COMPANY LTD

NOTICE OF ANNUAL GENERAL MEETING

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Memorandum for that purpose:

• (a) the maximum number of securities to be issued pursuant to Resolution 4 is 1,203,975 Options, exercise price 35 cents, expiring 31 August 2011;

• (b) no funds were raised from the issue of the Options, but form part of the recent share placement of the Company on the basis of one Option for every four Shares applied for;

• (c) it is anticipated that the Options will be issued progressively and in any event no later than 3 months after the date of the Meeting, or such later date as approved by ASX by way of ASX granting a waiver from the listing rules;

• (d) the Options will be allotted to parties introduced by Kirke Securities Ltd, Tricom Equities Limited, Shaw Stockbroking and Euroz Limited;

• (e) the terms and conditions of the options are set out in Annexure A of this Notice;

• (f) a voting exclusion statement is included in the Notice.

Capital Structure of the Company

The capital structure of the Company following successful completion of the issue and allotments of the Resolutions 3 and 4 is summarised below:

Details of Number of Shares and Options:

ls of Number of Shares and Options:
	Shares	Options
Current	32,106,003	20,713,375
21 September 2007 Placement – Resolution 3	4,815,900	-
Resolution 4	-	1,203,975
TOTAL	36,921,903	21,917,350

Resolution 5 – Authority to Issue and Allot Options to Consultants

ASX Listing Rule 7.1 provides that the prior approval of the Shareholders of the Company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Up to 1,500,000 Options proposed to be issued by the Company pursuant to Resolution 5 will exceed the 15% threshold referred to in Listing Rule 7.1 and, accordingly, Shareholder approval under Listing Rule 7.1 is sought.

The proposed issue of Options to parties will be to persons who are not related parties of the Company and is placed before Shareholders to allow the Options to be excluded from the calculation set out in ASX Listing Rule 7.1.

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Memorandum for that purpose:

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MONTEZUMA MINING COMPANY LTD

NOTICE OF ANNUAL GENERAL MEETING

• (a) the maximum number of securities to be issued pursuant to Resolution 5 is 1,500,000 Options, exercise price 35 cents, expiring 31 August 2011;

• (b) no funds were raised from the issue of the Options, but form part of the recent share placement of the Company;

• (c) it is anticipated that the Options will be issued progressively and in any event no later than 3 months after the date of the Meeting, or such later date as approved by ASX by way of ASX granting a waiver from the listing rules;

• (d) the allottees are Mr Liam Cornelius, Mr Paul Watts and Mr Anthony Maslin or their respective nominees.

• (e) the terms and conditions of the options are set out in Annexure B of this Notice;

• (f) a voting exclusion statement is included in the Notice.

Resolution 6 - Share Placement Facility

Resolution 6 seeks the approval of shareholders for a share placement facility of up to 15,000,000 ordinary fully paid shares, which the directors may utilise to raise additional working capital for the Company.

As at the date of this notice of meeting there has been no decision by the directors whether to issue these shares. The directors believe that it is prudent for the Company to have a share placement facility available so that additional equity funds can be raised if considered necessary. If not utilised, the facility would lapse 3 months after the date of the meeting.

ASX Listing Rule 7.1 prohibits a company from issuing shares representing more than 15% of its issued capital in any 12 month period, without the prior approval of its shareholders (subject to certain exceptions). Accordingly, shareholder approval is being sought under Listing Rule 7.1 for the issue of up to 15,000,000 shares in the Company. In accordance with ASX Listing Rule 7.3 the following information is provided to shareholders:

• a) the maximum number of securities that may be issued under Resolution 6 is 15,000,000 fully paid shares.

• b) any shares issued in accordance with Resolution 6 will be issued and allotted within 3 months from the date of the annual general meeting (or such later date as approved by ASX).

• c) the shares will be issued at a price which is not less than 80% of the average market price of the Company’s shares, calculated over the 5 days on which sales in the Company’s shares were recorded on ASX before the day on which the issue is made.

• d) as at the date of this notice of meeting there has been no decision by the directors to issue any shares. Accordingly, the names of any allottees or proposed allottees are not known.

• e) any shares issued pursuant to Resolution 6 will rank equally in all respects with existing ordinary fully paid shares on issue in the Company.

• f) funds raised by the issue of any shares will be used as additional working capital for the Company, primarily in relation to ongoing exploration and evaluation of the Company’s exploration projects in Australia.

• g) as noted above, as at the date of this notice of meeting no decision has been made by the directors on whether to utilise the share placement facility and accordingly, it is not known whether any allotments will occur as a single allotment or will occur progressively. However, it would be likely that any issue of shares will be made as a single allotment.

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ANNEXURE A

TERMS AND CONDITIONS OPTIONS EXPIRING 31 AUGUST 2011

The Options to be issued will be issued on the following terms:

1. Each Option shall be issued for no consideration.

2. Each Option entitles the holder to subscribe for one Share in Montezuma Mining Company ACN: 119 711 929 (" Company ") upon the payment of 20 cents per Share subscribed for.

3. The Options will lapse at 5.00 pm, Western Standard Time on 31 August 2011 (" Expiry Date ").

4. The Options will be listed for official quotation on the ASX, if the Company issues a class of listed options.

5. There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option.

6. Optionholders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 10 business days before books closing date to exercise the Options.

7. In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2;

8. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

9. The Options shall be exercisable at any time until the Expiry Date (" Exercise Period ") by the delivery to the registered office of the Company of a notice in writing (" Notice ") stating the intention of the Optionholder to exercise all or a specified number of Options held by them accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. The Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Options to the balance of the Options held by it.

10. The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.

11. The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

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ANNEXURE B

TERMS AND CONDITIONS OPTIONS EXPIRING 31 AUGUST 2011

The Options to be issued will be issued on the following terms:

1. Each Option shall be issued for no consideration.

2. Each Option entitles the holder to subscribe for one Share in Montezuma Mining Company ACN: 119 711 929 (" Company ") upon the payment of 35 cents per Share subscribed for.

3. The Options will lapse at 5.00 pm, Western Standard Time on 31 August 2011 (" Expiry Date ").

4. The Options will be listed for official quotation on the ASX, if the Company issues a class of listed options.

5. There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option.

6. Optionholders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 10 business days before books closing date to exercise the Options.

7. In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2;

8. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

9. The Options shall be exercisable at any time until the Expiry Date (" Exercise Period ") by the delivery to the registered office of the Company of a notice in writing (" Notice ") stating the intention of the Optionholder to exercise all or a specified number of Options held by them accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. The Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Options to the balance of the Options held by it.

10. The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.

11. The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

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MONTEZUMA MINING COMPANY LTD ABN 46 119 711 929 PROXY FORM

The Company Secretary Montezuma Mining Company Ltd C/- Level 3 46 Ord Street WEST PERTH WA 6005

Facsimile: +9483 3599

I/We (name of shareholder) ..................................................................................................................................... of (address) ....................................................................................................................................................................... being a member/members of Montezuma Mining Company Ltd HEREBY APPOINT (name) ................................................................................................................................................................................ of (address) ....................................................................................................................................................................... and/or failing him (name) ......................................................................................................................................................... of (address) .................................................................................................................................................................... or failing that person then the Chairperson of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 12 November 2007 and at any adjournment of the meeting.

PROXY INSTRUCTIONS

If you wish to instruct your proxy how to vote, insert “X” in the appropriate column against the item of business set out below.

If you do not wish to direct your proxy how to vote please place a mark in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cats by him other than as a  proxy holder will be disregarded because of that interest. The Chairman has advised that his intention is to vote in favour of both resolutions.

Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

			For	Against	Abstain
Resolution	1	– Re-Election of Ian Cornelius			
Resolution	2	– Adoption of Remuneration Report			
Resolution	3	– Ratification of Allotment and Issue of Shares			
Resolution	4	– Authority to Issue and Allot Options - Placement			
Resolution	5	– Authority to Issue and Allot Options to Consultants			
Resolution	6	– Share Placement Facility			

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

This Proxy is appointed to represent % of my voting right, or if 2 proxies are appointed Proxy 1 represents __% and Proxy 2 represents ___% of my total votes My total voting right is shares

Dated

If the shareholder is an individual:

Signature: ________

If the shareholder is a company: Affix common seal (if required by Constitution)

_____ ______ Director/Sole Director and Secretary Director/Secretary

_____ ______ Print name Print name

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INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the shareholder’s proxy. A proxy need not be a shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

3. The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with its constitution or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by each of the joint shareholders, personally or by a duly authorised attorney.

4. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

5. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting that is by 11:30 am WST on 10 November 2007 by post or facsimile to the respective addresses stipulated in this proxy form.

6. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

7. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

8. (b) 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

9. (c) if the proxy is the Chairperson, the proxy must vote on a poll and must vote that way, and

10. (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

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