ELEVRA LITHIUM LIMITED — AGM Information 2007

Oct 30, 2007

DiamonEx Limited ABN 26 091 951 978

Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at Level 1, 349 Coronation Drive, Milton Queensland on Friday 30 November 2007 commencing at 4.00 pm Brisbane time.

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

DiamonEx Limited

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of shareholders of DiamonEx Limited (Company) will be held at Level 1, 349 Coronation Drive, Milton, Queensland on Friday, 30 November 2007 commencing at 4.00pm (Brisbane time).

BUSINESS

Receive and Consider the Financial Statements

To receive and consider:

• (a) the financial report; (b) the directors’ report; and (c) the auditor’s report

of the Company for the year ended 30 June 2007.

Resolution 1 – Adoption of Remuneration Report

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

“That the Remuneration Report of the Company’s 2007 Annual Report by considered and adopted”

Please note that the vote on this resolution is advisory only and does not bind the Company or its directors.

Resolution 2 – Re-election of Paul Crawford as Director

Mr Paul Crawford retires as a Director pursuant to the provisions of the Constitution of the Company and the Listing Rules of the Australian Stock Exchange Limited.

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

“That Mr Paul Crawford, who retires as a Director of the Company in accordance with the provisions of the Constitution, and being eligible offers himself for re-election, be appointed as a Director of the Company.”

Resolution 3 – Ratification of issue of options to RFC Corporate Finance

Limited

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes shareholders ratify the issue 1,000,000 options to RFC Corporate Finance Limited.

Voting Exclusion

The Company will disregard any votes cast on this resolution by RFC Corporate Finance Limited and any associate of RFC Corporate Finance Limited. 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.

DiamonEx Limited

Resolution 4 – Ratification of issue of options to Fox-Davies Capital Limited

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes shareholders ratify the issue 1,000,433 options to Fox-Davies Capital Limited.

Voting Exclusion

The Company will disregard any votes cast on this resolution by Fox-Davies Capital Limited and any associate of Fox-Davies Capital Limited. 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.

Resolution 5 – Approval of Employee and Officers share option plan

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

“That for the purposes of exception 9 of ASX Listing Rule7.2 and for all other purposes the shareholders approve the terms of the Employee and Officers share option plan.

Voting Exclusion

The Company will disregard any votes cast on this resolution by the directors of the company and any associate of any director. 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.

Resolution 6 – Approval of issue of convertible notes

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

For the purposes of ASX Listing Rule 7.1 and for all other purposes shareholders approve the issue convertible notes, that pursuant to their terms, may convert into 2,732,241 ordinary shares in the Company.

Voting Exclusion

The Company will disregard any votes cast on this resolution by any participant in the placement of the Convertible Notes 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 associate 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.

DiamonEx Limited

Point at Which Voting Rights are Determined

The regulations of the Corporations Act permit the Company to specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.

The Company’s Directors have passed a resolution to the effect that all shares of the Company that are quoted on the ASX at 28 November 2007 at 8.00pm shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy is entitled to cast half of the number of votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Corporate Representative

In order to vote on behalf of a company that is a shareholder in the Company, a valid Appointment of Corporate Representative form must be either lodged with the Company prior to the General Meeting or be presented at the meeting before registering on the Attendee Register for the General Meeting.

Paul Crawford Company Secretary DiamonEx Ltd

Dated 29 October 2007.

DiamonEx Limited

Explanatory Statement

Purpose of this Explanatory Statement

This Explanatory Memorandum is provided to shareholders of DiamonEx Limited (the Company ) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 1, 349 Coronation Drive, Milton, Queensland on Friday, 30 November 2007 commencing at 4.00pm (Brisbane time).

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

Receive and Consider the Financial Statements

The Corporations Act 2001 (the Corporations Act) requires the financial report which includes the financial statements, directors’ declaration, the directors’ report and the auditor’s report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for shareholders to approve the financial report, the directors’ report or the auditor’s report. Accordingly, the Company’s financial report is placed before the shareholders for discussion and no voting is required for this item of business.

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

Resolution 1: Adoption of Remuneration Report

The remuneration report of the Company for the period ended 30 June 2007 is set out in the Directors Report of the 2007 Annual Report to Shareholders (the Remuneration Report).

The Remuneration Report sets out the Company’s remuneration arrangements for the Managing Director, executives and non-executive directors. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting. In addition, the Corporations Act requires that Resolution 1, to adopt the Remuneration Report, be put to the vote. However, the vote on this resolution is only advisory and does not bind the Company or its directors.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

Resolution 2: Re-election of Paul Crawford as a director

In accordance with the provisions of the Company’s constitution Mr Paul Crawford retires as a director of the Company and offers himself for re-election.

Mr Crawford was a foundation director and the foundation company secretary of the Company. He is qualified as an accountant and has 29 years commercial experience including 27 years in various technical and management roles with minerals, coal and petroleum companies as well as with the Company. He has significant corporate experience in the management governance of ASX listing companies. He is responsible for the financial management and control of the Company and has been actively involved in capital raising and investor relations.

Resolution 3: Ratification of issue of options to RFC Corporate Finance Limited (RFC)

RFC has provided services to the Company so as to enable the Company to seek out listing of its shares on the alternative investment market ( AIM ) in London.

The process of listing on AIM requires the retaining of parties with knowledge of, and experience in, the process and the ability to provide the necessary technical expertise and support to ensure a

DiamonEx Limited

successful quotation. The Company considers that the listing of its shares on AIM is a significant step forward for the Company. Traditionally AIM has provided a source of funds for those types of activities which the Company is currently engaged which have not necessarily been available from other capital markets. The Company agreed to issue 1,000,000 options to RFC Corporate Finance Limited ( RFC ) as part of the remuneration for RFC for their role in facilitating the AIM listing of the Companies shares..

The original placement of these options did not require shareholder approval. However, pursuant to the provisions of Listing Rule 7.4 an issue of securities made without approval can, for the purposes of the Listing Rule, be treated as if it was made with approval if the holders of ordinary shares in the Company subsequently approve that issue. Accordingly, the Company now seeks the approval of the shareholders to the issue.

Detailed terms of the options are attached to this Notice of Meting. The key terms are as follows:

Number of Securities Allotted:	1,000,000
Price at which the Securities were issued:	Consideration for provision of services
Terms of the Securities:	Options to acquire fully paid ordinary shares in the Company exercisable at 30 cents each on or before 1 November 2010 The options will not be quoted on ASX or any other exchange
Name of the allottees:	RFC Corporate Finance Limited
Use of the funds:	No funds have been raised through the issue of the options.
Date of Allotment	25 October 2007

Resolution 4 – Ratification of Issue of options to Fox-Davies Capital Limited

Fox-Davies Capital Limited was retained by the Company to facilitate the raising of funds to assist the Company in the development of its Botswana project. As announced by the Company on 13 July 2007 the Company announced a raising of $8 million which was placed with international institutional investors. Pursuant to its agreement with Fox Davies the Company allotted 1,433,000 options to Fox Davies as part of the remuneration for their role in this placement.

The original placement of these options did not require shareholder approval. However, pursuant to the provisions of Listing Rule 7.4 an issue of securities made without approval can, for the purposes of the Listing Rule, be treated as if it was made with approval if the holders of ordinary shares in the Company subsequently approve that issue. Accordingly, the Company now seeks the approval of the shareholders to the issue.

Detailed terms of the options are attached to this Notice of Meting. The key terms are as follows:

Number of Securities Allotted:	1,433,000
Price at which the Securities were issued:	Options were issued as consideration for services provided in the raising of funds by the Company
Terms of the Securities:	Options to acquire fully paid ordinary shares in the

DiamonEx Limited

	capital of the Company exercisable with an exercise price of 31 cents and an expiry date on 22 October 2010. The options will not be quoted
Name of the allottees:	Fox-Davies Capital Limited
Use of the funds:	No funds have been raised by the issue of the options
Date of Allotment	22 October 2007

Resolution 5 – Approval of Employee and Officers share option plan

The directors of the Company have resolved to introduce an Employee and Officer share option plan to enable the Company to provide the best possible incentives to its valued staff and consultants.

The relevant terms of the plan are attached to this notice of meeting.

Whilst under to the provisions of the plan, options may be issued to directors, pursuant to the provisions of the listing rules and the Corporations Act no options will in fact be issued to directors unless further specific approvals for the issue of those options are obtained pursuant to the provisions of Listing Rule 10.11 and chapter 2E of the Corporations Act .

Resolution 6 – Approval of Issue of convertible notes

Under ASX Listing Rule 7.1, the Company is limited to issuing up to 15% of its issued capital in any 12 month period without shareholder approval, subject to certain exceptions. Shareholders may approve an issue of capital under the provisions of Chapter 7 of the Listing rules in which case any securities issued with approval will exempted from inclusion in the calculation of the annual 15% limit .

On 13 July 2007 the Company announced that it had arranged the issue of a BWP (Botswana Pula) 50 million (approx AUD$10 million) fixed rate convertible note (the Notes ).

Detailed terms of the Notes are attached to this Notice of Meting. The key terms of the Notes are as follows:-

Amount Raised	BWP 50 Million (AUD$10 million)
Interest Rate	10% p.a. payable quarterly in arrears
Maturity Date	3 September 2011
Conversion option	prior to the redemption date Note holders may elect to convert 10% of face
	value of the Notes into shares in the Company
Conversion Rate	BWP 1.83 per share (approximately AUD 34 cents per share on the exchange
	rate as at 22 October 2007).
Quotation	The Notes will be quoted on the Botswanan stock exchange but will not be
	quoted on the ASX. Shares issued on conversion will rank pari passu with the
	Companies existing quoted shares and quotation will be sought for these
	shares on the ASX.

DiamonEx Limited

Security The Notes are unsecured.

For the Purposes of Listing Rule 7.3 the following Information is provided:

Number of Securities Allotted:	50,000,000 Unsecured fixed rate convertible capital notes convertible to a maximum of 2,732,241 ordinary fully paid shares in the Company.
Date by which the Securities will be issued	The Notes will be issued within 30 days of the approval of the shareholders of the Company and in any event not more than 3 months after the date of the meeting Shares to be issued as a result of the conversion of the Notes will issue within 7 days of the date of conversion
Price at which the Securities were issued:	Notes will be issued at BWP 1 (approximately AUD 34 cents based on the prevailing exchange rate as at 22 October) each.
Terms of the Securities:	Convertible Notes with a 10% p.a. interest coupon. Notes will be redeemed on 3 September 2011. Notes are convertible as to 10% of their capital amount at the rate of 1 BWP (approximately AUD 34 cents) on the redemption date
Name of the allottees:	Notes will be allotted to clients of the Botswana office of Fleming Advisors Limited
Use of the funds:	The funds raised by the issue of the Notes will be used to develop the Company’s Lerala mine project in Botswana.

DiamonEx Limited

Terms of Options – RFC Corporate Finance Limited

The following is a summary of the material terms of the Options on issue in DiamonEx Ltd (the Company ):

• Each Option entitles the holder to subscribe for one ordinary share in the Company.

• The exercise price of the Options is $0.30 per Option.

• Shares issued on exercise of the Options will rank pari passu with all existing ordinary shares of the Company from the date of issue.

• Subject to the Company’s Constitution, the Corporations Act 2001 (Cth) , the Listing Rules and the ASTC Settlement Rules, the Options shall be freely transferable. The Directors may decline to register any transfer of Options where permitted to do so under its Constitution or the ASX Listing Rules of the ASTC Settlement Rules including where:

• (i) The registration of the transfer would result in a contravention of or failure to observe the provisions of a law of a State or Territory of the Commonwealth;

• (ii) The Company has a lien on the Options the subject of the transfer; or

• (iii) More than 3 persons are to be registered as joint holders except in the case of executors or trustees of a deceased shareholder.

• The Options may be exercised wholly or in part by notice in writing to the Company at any time on or before 1 November 2010 (“Expiry Date”) together with payment for the exercise price of $0.30 per Option and the option certificate (if any) for those Options for cancellation by the Company.

• The Options will not be quoted on the ASX.

• Upon exercise of the Options, the Company will allot the number of shares the subject of any exercise notice, and apply at its cost for listing on the ASX of the shares allotted.

• The Option holder will be permitted to participate in new issues of securities of the Company on the prior exercise of the Options, in which case the holder of the Options will be afforded the period of at least 14 days notice prior to and inclusive of the books closing date (to determine entitlements to the issue) to exercise the Options.

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

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

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

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

• O[2] = O – E [P – (S + D)] N + 1

Where:

• O[2] = the new exercise price of the Option;

• O = the old exercise price of the Option;

• E = the number of underlying securities into which 1 Option is exercisable;

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

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

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

• N = the number of securities with rights or entitlements that must be held to receive a right to 1 new security.

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

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

DiamonEx Limited

Terms of Options - Fox-Davies Capital Ltd

The following is a summary of the material terms of the Options on issue in DiamonEx Ltd (the Company ):

• Each Option entitles the holder to subscribe for one ordinary share in the Company.

• The exercise price of the Options is $0.31 per Option.

• Shares issued on exercise of the Options will rank pari passu with all existing ordinary shares of the Company from the date of issue.

• Subject to the Company’s Constitution, the Corporations Act 2001 (Cth) , the Listing Rules and the ASTC Settlement Rules, the Options shall be freely transferable. The Directors may decline to register any transfer of Options where permitted to do so under its Constitution or the ASX Listing Rules of the ASTC Settlement Rules including where:

• (i) The registration of the transfer would result in a contravention of or failure to observe the provisions of a law of a State or Territory of the Commonwealth;

• (ii) The Company has a lien on the Options the subject of the transfer; or

• (iii) More than 3 persons are to be registered as joint holders except in the case of executors or trustees of a deceased shareholder.

• The Options may be exercised wholly or in part by notice in writing to the Company at any time on or before 22 October 2010 (“Expiry Date”) together with payment for the exercise price of $0.31 per Option and the option certificate (if any) for those Options for cancellation by the Company.

• The Options will not be quoted on the Australian Stock Exchange Limited (“ASX”).

• Upon exercise of the Options, the Company will allot the number of shares the subject of any exercise notice, and apply at its cost for listing on the ASX of the shares allotted.

• The Option holder will be permitted to participate in new issues of securities of the Company on the prior exercise of the Options, in which case the holder of the Options will be afforded the period of at least 14 days notice prior to and inclusive of the books closing date (to determine entitlements to the issue) to exercise the Options.

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

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

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

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

  • O[2] = O – E [P – (S + D)] N + 1

Where:

• O[2] = the new exercise price of the Option;

• O = the old exercise price of the Option;

• E = the number of underlying securities into which 1 Option is exercisable;

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

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

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

• N = the number of securities with rights or entitlements that must be held to receive a right to 1 new security.

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

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

DiamonEx Limited

Employee and Officers Share Option Plan Summary

The Company intends to establish a Employees and Officers Share Option Plan (the Plan ) to assist in the attraction, retention and motivation of the Company’s officers, employees and senior consultants.

A summary of the rules of the Plan is as follows:-

• All directors, officers, employees and senior consultants (whether full- or part-time) will be eligible to participate in the Plan after a qualifying period of 12 months employment by the Company or its subsidiaries (or, in the case of a senior consultant, having provided consulting services to the Company or its subsidiaries on a continuous basis for at least 12 months), although the Board may waive this requirement.

• The allocation of options under the Plan is at the discretion of the Board.

• If permitted by the Board, options may be issued to a nominee of a director, officer, employee or senior consultant (for example, to a spouse or family company).

• Each option allows the option holder to subscribe for one fully paid ordinary share in the Company and will expire five years from its date of issue.

• Options will be issued free.

• The options may be exercised at any time after their issue.

• The options may be exercised wholly or in part by notice in writing to the Company received at any time during the exercise period together with a cheque for the exercise price and the option certificate (if any).

• The exercise price of options will be determined by the Board and will be equal to, or higher than the market value of the Company’s shares at the time the Board resolves to issue the options.

• The total number of shares the subject of options issued under the Plan, when aggregated with other options issued under the Plan during the previous five years must not exceed five per cent of the Company’s issued share capital at the time.

• If, prior to the expiry date of the options, a person ceases to be a director, officer, employee or senior consultant to the Company for any reason other than retirement at age 60 or more (or such earlier date as the Board may permit), permanent disability, redundancy or death, the options held by that person (or nominee) must be exercised within one month thereafter or they will automatically lapse.

• If a person dies, the options held by that person will be exercisable by that person’s legal representative. Options cannot be transferred other than to the legal personal representative of a deceased optionholder.

• The Company will not apply for official quotation of any options.

• Shares issued as a result of the exercise of options will rank equally with the Company’s issued shares at the time.

• Optionholders may only participate in new issues of securities by first exercising their options. If there is a bonus issue to the holders of shares, the number of shares over which an option is exercisable will be increased by the number of shares which the optionholder would have received if the option had been exercised before the record date for the bonus issue.

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

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

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

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

• O[2] = O – E [P – (S + D)] N + 1

Where:

• O[2] = the new exercise price of the Option;

• O = the old exercise price of the Option;

• E = the number of underlying securities into which 1 Option is exercisable;

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

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

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

• N = the number of securities with rights or entitlements that must be held to receive a right to 1 new security.

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

DiamonEx Limited

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

DiamonEx Limited

Convertible Note Conditions of Issue -

Issuer	DiamonEx Ltd
Issue Price	1 BWP
The Issue	50,000,000 Convertible Notes
Term	3 years (maturity 3 September 2011)
Interest Rate	10.0% per annum
Interest Payments	Quarterly in arrears following date of issue.
Interest Reinvestment	No
Conversion Rate	BWP 1.83 per share
	Holders of Convertible Notes may convert up to 10% of the face value of the Convertible Notes at the maturity date into ordinary shares in the Company calculated at the Conversion Ratio. Noteholders may elect to convert their convertible notes at the maturity of the convertible notes. Each ordinary share issued on conversion will rank equally with all existing ordinary shares, however will not be entitled to any dividend declared but unpaid
Conversion Rights
	Convertible notes will be unsecured and will rank in relation to repayment of principal and interest with other ordinary unsecured creditors of the Company.
Security
	Prior to conversion, the convertible notes will not carry any entitlement to participate in any entitlement issues or bonus issues. The conversion ratio will not be adjusted in the case of a bonus or entitlement issue. In the event of a reorganisation of issued capital of the Company the Convertible Notes may only be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules and in a manner that will not result in any benefits being conferred on the holders of the Convertible Notes which are not conferred on shareholders. Subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Convertible Notes will remain unchanged.
Participation and Reorganisation
Rights
	Except in circumstances required by ASX listing rules or Corporations Act, noteholders will not be entitled to vote at, or receive notice of a vote at general meetings of the Company.
Voting
	The notes are to be listed on the Botswana Stock Exchange but will not be listed on the ASX. Shares issued upon conversion of the Convertible Notes will be quoted on the ASX and the Botswana Stock Exchange.
Quotation

DIAMONEX LIMITED ABN 26 091 951 978

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TO LODGE A PROXY FORM: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile 61 7 3237 2152

000001 000 DON MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 552 270 (outside Australia) 61 3 9415 4000

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 4.00PM WEDNESDAY 28 NOVEMBER 2007

YOUR SECURITYHOLDER INFORMATION IS AVAILABLE ONLINE, SIMPLY VISIT: www.investorcentre.com\au

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LODGEMENT OF A PROXY FORM.This Form (and any Power of Attorney under which it is signed) must be received at an address given above no later than 48 hours before the commencement of the meeting at 4.00pm, Friday 30, November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

DON_PROXY_132623/000001/000001/i

I/We being a member/s of Diamonex Limited hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Diamonex Limited to be held at Level 1, 349 Coronation Drive Milton, Queensland, Australia on Friday 30, November 2007 at 4.00pm and at any adjournment of that meeting.

IMPORTANT: FOR ITEM 5 BELOW If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Item 5 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of that Item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 5 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 5.

1. Adopt the Remuneration Report

2. Re-elect Mr P A Crawford as a Director

3. Ratification of Grant of Options to RFC Corporate Finance Ltd

4. Ratification of Grant of Options to Fox-Davies Capital Ltd

5. Adopt Employee & Officers Share Option Plan

6. Approval to Issue Convertible Notes

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.

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000001 000 DON MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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