EQ RESOURCES LIMITED — AGM Information 2012

Oct 7, 2012

==> picture [117 x 78] intentionally omitted <==

NOTICE OF THE 2012 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2012 Annual General Meeting (AGM) of the members of Carbine Tungsten Limited (the Company) will be held at the Citigate Melbourne Hotel, 270 Flinders Street, Melbourne, Victoria on Thursday, 8 November 2012 commencing at 11:00am Melbourne Time.

ORDINARY BUSINESS

1. To Receive the Accounts

To receive the Reports of the Directors and Auditors, and the Financial Report for the year ended 30 June 2012.

2. To Elect a Director – Dr Leon Eugene Pretorius

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

That Dr Leon Eugene Pretorius, who retires as a Director in accordance with Rule 9.2 of the Company’s Constitution, be re-elected as a Director.

3. To Elect a Director – Mr Andrew James (Jim) Morgan

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

That Mr Andrew James (Jim) Morgan, who retires as a Director in accordance with Rule 9.2 of the Company’s Constitution, be re-elected as a Director.

4. Adoption of Remuneration Report

To adopt the Remuneration Report for the financial year ended 30 June 2012.

SPECIAL BUSINESS

5. Ratification of Issue of 14,702,423 Shortfall Shares

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

That for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 14,702,423 Shares from the Shortfall under the Rights Issue at $0.09 per Share, which raised $1,323,218, as announced to ASX on 4 April 2012 and set out in the attached Explanatory Notes, is hereby approved.

6. Ratification of Issue of 16,000,000 Shares under Placement

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

That for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue by way of a placement of 16,000,000 Shares at $0.125 per Share, which raised $2,000,000, as announced to ASX on 9 August 2012 and set out in the attached Explanatory Notes, is hereby approved.

7. Approval of Issue of Shortfall Shares to a Director – Dr Leon Eugene Pretorius To consider and, if thought fit, pass the following as an ordinary resolution:

That for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is hereby given for the Non-Executive Chairman, Dr Leon Eugene Pretorius, to participate in the Shortfall under the Rights Issue, by subscribing for 480,000 Shares at $0.09 per Share, for a subscription amount of $43,200, as set out in the attached Explanatory Notes.

Carbine Tungsten Limited

ABN: 77 115 009 106

Registered Office : Suite 505, Level 5, 35 Lime Street, Sydney NSW 2000, Tel: +61 2 9279 1252, Fax: +61 2 9279 2727 Cairns Office : 50 Scott Street, Bungalow, Cairns QLD 4870, Tel: +61 7 4052 2400, Fax: +61 7 4052 2444

==> picture [65 x 44] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING (continued)

8. Approval of Issue of Shortfall Shares to the Managing Director – Mr Andrew James (Jim) Morgan To consider and, if thought fit, pass the following as an ordinary resolution:

That for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is hereby given for the Managing Director, Mr Andrew James (Jim) Morgan, to participate in the Shortfall under the Rights Issue, by subscribing for up to 1,500,000 Shares at $0.09 per Share, for a subscription amount of $135,000, as set out in the attached Explanatory Notes.

9. Approval of Issue of Shares to the Managing Director – Mr Andrew James (Jim) Morgan To consider and, if thought fit, pass the following as an ordinary resolution:

That for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is hereby given for the Managing Director, Mr Andrew James (Jim) Morgan, to receive, for nil consideration, by way of settlement of amounts owing to him for past services provided to the Company, and as a sign-on fee, 400,000 Shares at $0.125 per Share, as set out in the attached Explanatory Notes.

10. Approval of Issue of Shares to a Director – Dr Leon Eugene Pretorius

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

That for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is hereby given for the Non-Executive Chairman, Dr Leon Eugene Pretorius, to receive, for nil consideration, in lieu of Director's Fees for services for the year ended 30 June 2012, 400,000 Shares at $0.125 per Share, as set out in the attached Explanatory Notes.

11. Approval of Issue of Shares to a Director – Dr Andrew Hewlett White

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

That for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is hereby given for Non-Executive Director, Dr Andrew Hewlett White, to receive, for nil consideration, in lieu of Director's Fees for services for the year ended 30 June 2012, 200,000 Shares at $0.125 per Share, as set out in the attached Explanatory Notes.

12. Approval of the Carbine Tungsten Limited Awards Plan

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

That, for the purposes of ASX Listing Rule 7.2, Exception 9, and for all other purposes, the Plan Rules in the form of the document entitled “Rules of the Carbine Tungsten Limited Awards Plan” submitted to the meeting and signed by the Chairman of Directors for the purposes of identification, be approved.

13. Issue of Performance Rights to Mr Andrew James (Jim) Morgan under the Plan

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

That, subject to Resolution 12 being passed, for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval be given for the Directors to issue 1,800,000 Performance Rights to Mr Andrew James (Jim) Morgan, Managing Director, on the terms and conditions set out in the Explanatory Notes.

14. Issue of Performance Rights to Dr Leon Eugene Pretorius under the Plan

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

That, subject to Resolution 12 being passed, for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval be given for the Directors to issue 400,000 Performance Rights to Dr Leon Eugene Pretorius, Chairman of Directors, on the terms and conditions set out in the Explanatory Notes.

2

==> picture [65 x 44] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING (continued)

15. Issue of Performance Rights to Dr Andrew Hewlett White under the Plan

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

That, subject to Resolution 12 being passed, for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval be given for the Directors to issue 200,000 Performance Rights to Dr Andrew Hewlett White, Non-Executive Director, on the terms and conditions set out in the Explanatory Notes.

16. Appointment of Auditor

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

That for the purposes of Section 327B of the Corporations Act 2001 (Cth), and for all other purposes, BDO Audit (NTH QLD) Pty Ltd, having been nominated by a shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company.

17. To transact any other business brought forward in accordance with the Company's Constitution.

Further information in relation to these resolutions is set out in the attached Explanatory Notes.

Voting Exclusion Statements

The Company will disregard any votes cast on the following Resolutions by the following persons:

• Resolution 5 – by a person who participated in the issue and any associates of those persons.

• Resolution 6 – by Mota-Engil, Minerals & Mining Investments BV, who participated in the issue, and any associates of that company.

• Resolutions 7 to 11 inclusive – by the Named Director, being Dr Leon Pretorius (in respect to Resolution 7), Mr Jim Morgan (Resolution 8), Mr Jim Morgan (Resolution 9), Dr Leon Pretorius (Resolution 10) and Dr Andrew White (Resolution 11) and any of their associates, as provided for in ASX Listing Rule 10.11.

• Resolutions 12 to 15 – by any Director, as all Directors are eligible to participate in the Plan, and any person associated with those Directors, as provided for in ASX Listing Rule 10.14.

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 entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

Important Information Concerning Proxy Votes on Resolutions 7 to 15 Inclusive

The Corporations Act now places certain restrictions on the ability of Key Management Personnel and their closely related parties to vote on Resolutions connected directly or indirectly with the remuneration of the Key Management Personnel. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control. At the AGM, the new laws will impact on Resolutions 7 to 15 inclusive.

For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and consider appointing someone other than one of the Key Management Personnel, as such persons may not be able to vote undirected proxies. Shareholders are also encouraged to direct their proxy as to how to vote on all Resolutions. If you do not do so, you risk your vote not being cast. Undirected proxies held by relevant Key Management Personnel or their closely related parties will not be voted on Resolutions 7 to 15 inclusive. Similarly, undirected proxies held by the Chairman will not be voted on Resolutions 7 to 15 inclusive unless you mark the box indicated on the proxy form. Marking

3

==> picture [65 x 44] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING (continued)

this box will constitute an express authorisation by you directing the Chairman to vote your proxy in favour of Resolutions 7 to 15 inclusive (unless you have exercised your right to direct the Chairman otherwise by marking the ‘against’ column in respect of one or all of the relevant Resolutions). This express authorisation acknowledges that the Chairman may vote your proxy even if he or she has an interest in the outcome of Resolutions 7 to 15 inclusive and that votes cast by the Chairman for those Resolutions, other than an authorised proxy holder, will be disregarded because of that interest.

Eligibility to Vote

For the purposes of Regulation 7.11.37 of the Corporations Act, the Directors have set 11:00am Melbourne Time on 6 November 2012 as the time and date to determine holders of the Company’s Shares for the purposes of the AGM. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

On a show of hands every Shareholder has one vote, and on a poll, every Shareholder has one vote for each Share held.

Voting Intentions of the Chairman

The Chairman intends to vote all undirected proxies in favour of all Resolutions.

Definitions

AGM or Annual General Meeting mean the annual general meeting to be held at 11:00am on 8 November 2012 and notified to Shareholders by this Notice.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited or the Australian Securities Exchange, as the context requires.

Board means the board of Directors.

Chairman means the Chairman of the Board.

Company means Carbine Tungsten Limited (ABN 77 115 009 106).

Constitution means the constitution of the Company as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company from time to time.

Explanatory Notes means the explanatory notes incorporated in this Notice.

Group or Group Company mean the Company and a body corporate that is a subsidiary of the Company within the meaning of Section 9 of the Corporations Act.

Key Management Personnel has the same meaning given in the accounting standards. Broadly speaking this includes the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The 2012 Annual Financial Report identifies the Key Management Personnel for the financial year ended 30 June 2012.

Melbourne Time means the time in Melbourne, Victoria, Australia.

Notice means this notice, incorporating the Explanatory Notes.

Offer Document means the Rights Issue offer document dated 14 February 2012.

Option means an entitlement to receive a Share subject to the satisfaction of any applicable Performance Conditions (including any vesting conditions) and payment of the applicable exercise price.

4

==> picture [65 x 44] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING (continued)

Participant means a person who holds a Performance Right or Option under the terms of the Plan from time to time.

Performance Conditions means conditions that must be satisfied before a Performance Right or Option vests or is exercisable under the Plan.

Performance Right means an entitlement to a Share subject to satisfaction of certain conditions (including the Performance Conditions).

Plan means the Carbine Tungsten Limited Awards Plan.

Plan Rules means the rules of the Plan.

Resolution means a resolution set out in the Notice.

Rights Issue means the issue of Shares under the Offer Document.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.

Shortfall means the shortfall of Shares applied for, as against the number of Shares offered, under the Offer Document.

Proxies

To be effective, proxy forms must be received by the Company at its registered office at least 48 hours before the time for holding the meeting.

Hand Delivery: By Mail: By Facsimile: Suite 505, Level 5 PO Box 324 (02) 9427 5928 35 Lime Street, Sydney Crows Nest, NSW 1585

A member entitled to attend and vote is entitled to appoint not more than two persons as his/her proxy to attend and vote instead of the member. A proxy need not be a member of the Company. If more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights. Unless under Power of Attorney (which should have been noted by the Company) a proxy form by a corporation should be executed under its common seal or in accordance with the Corporations Act.

Dated at Sydney this 3rd day of October 2012.

BY ORDER OF THE BOARD

Robert J Waring

Company Secretary

5

==> picture [65 x 44] intentionally omitted <==

EXPLANATORY NOTES

These Explanatory Notes set out information in connection with the business to be considered at the Carbine Tungsten Limited 2012 Annual General Meeting (AGM).

BUSINESS

The following items of business will be considered at the meeting.

Resolution 1

Financial Report

This item of business relates to the receipt and adoption of the Company's Financial Report for the year ended 30 June 2012.

Resolution 2

To Elect a Director – Dr Leon Eugene Pretorius

Dr Leon Eugene Pretorius retires by rotation in accordance with the Constitution and, being eligible, wishes to stand for re-election.

Dr Leon Eugene Pretorius has been a Director of the Company since 15 March 2010. He is a geochemist who brings to the Company more than 40 years of experience and an intimate knowledge of the mining industry in both Australia and Southern Africa, and he has MSc and PhD degrees. He has also been a public company director in Australia and overseas for more than 25 years, and was a director of Paladin Energy Ltd for 10 years, until April 2005, and was Managing Director of Deep Yellow Limited until March 2010.

Resolution 3

To Elect a Director – Mr Andrew James (Jim) Morgan

Under the Company's Constitution, Mr Andrew James (Jim) Morgan, who was appointed to the Board since the 2011 AGM, retires and, being eligible, wishes to stand for re-election.

Mr Andrew James (Jim) Morgan was appointed as a Director on 19 January 2012, and became Managing Director on 2 April 2012 to oversee and guide the Company’s development of the Mt Carbine Tungsten project. Mr Morgan holds tertiary qualifications in electrical engineering, and has over 30 years of experience in the Australian and international mining and construction industries. He has held senior positions for stock exchange listed companies, such as Paladin Energy Ltd, Lafayette Mining Limited and Newcrest Mining Ltd.

Resolution 4

Adoption of Remuneration Report

The Corporations Act requires that a resolution be put to the members to receive, approve and adopt the Remuneration Report as disclosed in the Directors’ Report. The vote on this resolution is advisory only and non-binding. The resolution gives the members the opportunity to ask questions or make comments concerning the Remuneration Report during the meeting. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must stand for re-election. Any undirected proxies held by the Chairman of the meeting, other directors or other key management personnel or any of their closely related parties will not be voted on Resolution 4 (Adoption of Remuneration Report). Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s key management personnel for the financial year to 30 June 2012. Their closely related parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control.

6

==> picture [65 x 44] intentionally omitted <==

EXPLANATORY NOTES (continued)

Resolution 5

Ratification of Issue of 14,702,423 Shortfall Shares

As announced to ASX on 4 April 2012, the Company issued 14,702,423 Shares at an issue price of $0.09. The issue was made, from the Shortfall under the Rights Issue, to a number of institutional, sophisticated and professional investors who were clients of a number of brokers. The issue raised $1,323,218 for general working capital purposes, to be used mainly in connection with the Mt Carbine project, as set out in the Offer Document. The Shares issued rank equally in all respects with existing fully paid ordinary Shares in the Company.

Ratification of the issue will go towards renewing the Company’s 15% new issue capacity in accordance with ASX Listing Rule 7.4.

Resolution 6

Ratification of Issue of 16,000,000 Shares under Placement

As announced to ASX on 9 August 2012, the Company issued 16,000,000 Shares to Mota-Engil, Minerals & Mining Investments BV, which signed a collaborative memorandum of understanding with the Company, at an issue price of $0.125. The issue raised $2,000,000 to assist the Company with the rapid further development of the hard rock portion of its operating tungsten mine at Mt Carbine. Specifically, the funds are being utilised for feasibility studies and deposits on long lead time items of equipment. The Shares issued rank equally in all respects with existing fully paid ordinary Shares in the Company.

Ratification of the issue will go towards renewing the Company’s 15% new issue capacity in accordance with ASX Listing Rule 7.4.

Resolution 7

Approval of Issue of Shortfall Shares to a Director – Dr Leon Eugene Pretorius

Subject to Shareholder approval of Resolution 5, it is proposed that Dr Leon Eugene Pretorius, NonExecutive Chairman, participate in the placement of the Shortfall under the Rights Issue on the same terms as other participants, as set out in Resolution 5, through the subscription for 480,000 Shares at $0.09 per Share, for a subscription amount of $43,200. The Share price at the date of this Notice is $0.09, and this compares to a high of $0.10 per Share and a low of $0.081 per Share in the month leading up to this Notice. The Shares will be issued to the Director within one month after the date of the AGM. The funds raised will assist the Company’s work programme at Mt Carbine.

Resolution 8

Approval of Issue of Shortfall Shares to the Managing Director – Mr Andrew James (Jim) Morgan Subject to Shareholder approval of Resolution 5, it is proposed that Mr Andrew James (Jim) Morgan, Managing Director, participate in the placement of the Shortfall under the Rights Issue on the same terms as other participants, as set out in Resolution 5, through the subscription for 1,500,000 Shares at $0.09 per Share, for a subscription amount of $135,000. The Share price at the date of this Notice is $0.09, and this compares to a high of $0.10 per Share and a low of $0.081 per Share in the month leading up to this Notice. The Shares will be issued to the Director within one month of the date of the AGM. The funds raised will assist the Company’s work programme at Mt Carbine.

Resolution 9

Approval of Issue of Shares to the Managing Director – Mr Andrew James (Jim) Morgan

It is proposed that Mr Andrew James (Jim) Morgan, Managing Director, receive up to 400,000 Shares for nil consideration, by way of settlement of amounts owing to him relating to a sign-on bonus as Managing Director and his service with the Company as a Non-Executive Director between joining the Company on 19 January 2012 and 2 April 2012, when he became the Managing Director. The total amount owing is $50,000, which will be settled through the issue of 400,000 Shares at a deemed issue price of $0.125 per Share. The Share price at the date of this Notice is $0.09, and this compares to a high of $0.10 per Share and a low of $0.081 per Share in

7

==> picture [65 x 44] intentionally omitted <==

EXPLANATORY NOTES (continued)

the month leading up to this Notice. The Shares will be issued to the Director within one month of the date of the AGM and no funds will be received from the issue of those Shares.

Information for Resolutions 10 and 11

Resolutions 10 and 11 are to consider the issue of Shares to two Directors as payment for Directors' Fees. The Board has resolved that, subject to Shareholder approval, Non-Executive Directors' fees for the year ended 30 June 2012 will be paid through the issue of Shares. Accordingly, Dr Leon Eugene Pretorius, as Non-Executive Chairman, will receive a fee of $50,000 payable in Shares and Dr Andrew Hewlett White, as a Non-Executive Director, will receive a fee of $25,000 payable in Shares. The Share price at the date of this Notice is $0.09, and this compares to a high of $0.10 per Share and a low of $0.081 per Share in the month leading up to this Notice. The Shares will be issued to the Directors within one month of the date of the AGM and no funds will be received from the issue of those Shares.

Resolution 10

Approval of Issue of Shares to a Director – Dr Leon Eugene Pretorius

Subject to Shareholder approval, as Non-Executive Chairman, Dr Leon Eugene Pretorius will receive Director's Fees of $50,000 for the year ended 30 June 2012, payable as 400,000 Shares at a deemed issue price of $0.125 per Share.

Resolution 11

Approval of Issue of Shares to a Director – Dr Andrew Hewlett White

Subject to Shareholder approval, as a Non-Executive Director, Dr Andrew Hewlett White will receive Director's Fees of $25,000 for the year ended 30 June 2012, payable as 200,000 Shares at a deemed issue price of $0.125 per Share.

Resolution 12 Approval of the Carbine Tungsten Limited Awards Plan

Background

Shareholder approval is sought to establish the Plan, to provide ongoing incentives to employees and officeholders of Group companies. If approved, this Plan will replace the employee incentive plan adopted by the Company in 2006.

No securities can be issued to a Director under the Plan without Shareholder approval. See Resolutions 13 to 15 inclusive for details of proposed issues to Directors.

Reasons for the Plan

The purpose of the Plan is to: (i) attract, motivate and retain eligible employees; (ii) provide an incentive to eligible employees to drive the success of the Company and the Group; and (iii) align their interests with those of the Company and its Shareholders. The Plan may also be used to provide Performance Rights or Options to employees, including Non-Executive Directors, in lieu of cash remuneration, and to remunerate employees and other permitted persons for past or expected future services to the Group.

The Company’s current primary focus is the development of the Mt Carbine tungsten mine in North Queensland. As the Company transitions from the exploration, feasibility study and production phases, it is critical to the success of the Company that all stages of the Mt Carbine project are delivered on time and on budget. The Company considers that the successful completion of the project will (all other things remaining equal) add to the value of the Company. To achieve the successful completion of the project, it is essential that the Company retain and attract the core team of Directors and Executives who will lead the Company through the next few years.

8

==> picture [65 x 44] intentionally omitted <==

EXPLANATORY NOTES (continued)

Summary of the Plan Rules

The following summary of the Plan is qualified in its entirety by reference to the Plan Rules. A copy of the Plan Rules may be obtained by telephoning the Company Secretary, Mr Robert Waring, on +61 418 440 838.

Participation in the Plan is open to eligible Group employees (including Directors) or any other person or their permitted nominee who is declared by the Board to be eligible to participate in the Plan. An eligible employee becomes a Participant following: (i) receipt of an offer by the Board; (ii) submission of an application form to the Board; and (iii) acceptance by the Board as a Participant.

The Plan provides for the offer to, and acquisition by, selected eligible employees of:

• (a) Performance Rights, where generally no cash consideration is required to be paid for the acquisition of the underlying Shares; and

• (b) Options, for which the exercise price (if any) must be paid in cash upon exercise of the Options (together with Performance Rights, the Awards).

The Plan is administered by the Board or its committee in accordance with the Plan Rules.

Terms of Offers

Under the Plan, the Board has a broad discretion in relation to setting the terms of an offer of Awards (Offer), including:

• (a) the amount (if any) payable for the Awards;

• (b) the amount (if any) payable on the exercise of Performance Rights or Options;

• (c) any Performance Conditions (hurdles) that must be satisfied, and the period in which they must be satisfied, before Shares can be acquired under a Performance Award become allocated Shares; and

• (d) any other terms or conditions the Board in its discretion determines will apply.

Awards will generally lapse if the Performance Conditions applying to them are not satisfied within the specified performance period.

Vesting and Forfeiture

Awards will only vest (and become exercisable, if applicable) if the relevant Performance Conditions have been satisfied.

Until the Performance Conditions are met, a Participant must not sell, transfer or otherwise dispose of Awards, or create a security interest over Awards.

Where a Participant ceases to be employed by the Company or its subsidiaries prior to the completion of a performance period, subject to the discretion of the Board, any rights of the Participant to Awards in relation to that performance period do not expire and any continuous service requirement will be deemed to have been waived.

The Rules provide for the forfeiture of some or all of a Participant’s Awards if, among other things, the Participant acts fraudulently or dishonestly, or is in breach of its obligations to the Group.

Takeovers and Change of Control

Where there is a takeover bid for the Company, or a compromise or arrangement is entered into by the Company prior to the completion of a performance period, the Board has discretion to determine that all or a proportion of a Participant’s Awards vest or are exercisable within a certain period, irrespective of the Performance Conditions.

Share Issuance Limits

No offer of Awards will be made if it would exceed the 5% threshold set out in ASIC Class Order 03/184 such that the Company would need to create and lodge a prospectus or offer information statement with ASIC in order to offer or issue the Awards.

9

==> picture [65 x 44] intentionally omitted <==

EXPLANATORY NOTES (continued)

Amendments to the Plan

The Board may at any time amend all or any of the provisions of the Plan or the terms and conditions of an Offer, except in certain circumstances where the consent of a Participant is required.

Customary Terms

The Rules also contain customary and usual terms for dealing with the administration of the Plan, adjustment of the number of Awards in the event of a bonus or rights issue, or other corporate action, and termination and suspension of the Plan. The Plan is subject to the overriding application of the Corporations Act and the ASX Listing Rules.

Listing Rules Disclosure

In accordance with the requirements of Listing Rule 7.2 Exception 9(b) the following information is provided:

• A summary of the rules of the Plan is set out above.

• This is the first approval sought under Listing Rule 7.2, Exception 9(b) with respect to the Plan.

• A voting exclusion statement has been included for the purposes of Resolution 12.

Background to Resolutions 13 to 15 Inclusive

A. Provision of Performance Rights to Related Parties

The issue of Performance Rights to the Directors named in Resolutions 13 to 15 inclusive (Named Directors) constitutes part of their remuneration, and is designed to align their interests with those of the Company and the Shareholders. It is also intended to provide an incentive for them to further enhance the growth and value of the Company.

Section 208 of Chapter 2E of the Corporations Act provides that for a public company to give a financial benefit to a related party of the public company, the company must:

• obtain the approval of the company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• 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.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing Performance Rights. For the purposes of this meeting, a “related party” includes a Director. Accordingly, the proposed issue of Performance Rights to a Director involves the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exception to Section 208 set out in Section 211(1) applies; that the financial benefit is reasonable remuneration, given the circumstances of the Company and the Named Directors. The issue of Shares and Performance Rights set out in Resolutions 13 to 15 inclusive are considered to be reasonable remuneration for services and to align the interests of the Named Directors with those of the Company and the Shareholders in the context of the relatively conservative remuneration packages of the Named Directors.

In the current financial year the Named Directors are expected to be paid the following amounts, plus statutory superannuation guarantee payments and other entitlements where relevant.

Named Director	Salary ($)	Directors’ Fees ($)	Other ($)
Andrew James (Jim) Morgan	-	-	240,000*
Leon Eugene Pretorius	-	50,000	-
Andrew Hewlett White	-	25,000	-

Note: * Consultancy fees at standard industry rates.

10

==> picture [65 x 44] intentionally omitted <==

EXPLANATORY NOTES (continued)

Accordingly, the Directors have determined not to seek Shareholder approval for the purposes of Chapter 2E of the Corporations Act for the issue of Performance Rights to the Named Directors. Shareholder approval will, however, be sought under Listing Rule 10.14. Listing Rule 10.14 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive plan to a related party, including directors of the entity.

B. Listing Rule 10.14

The Company has agreed, subject to obtaining Shareholder approval, to issue Performance Rights to the Named Directors under the Plan. Listing Rule 10.14 provides that a company must not permit a director to acquire securities under an employee incentive scheme without the approval of holders of ordinary securities of the acquisition.

C. Technical information required by Listing Rule 10.15

A notice of meeting to obtain approval under Listing Rule 10.14 must comply with either Listing Rule 10.15 or 10.15A. The information required by Listing Rule 10.15 for the issue of Performance Rights to each of the Named Directors under Resolutions 13 to 15 inclusive is set out below.

(a) The number of Performance Rights (and therefore the maximum number of Shares) to be issued to the Named Directors is set out in the table below:

Named Director	Performance Rights	Resulting Shares	Value ($)	% Dilution
Andrew James (Jim) Morgan	1,800,000	1,800,000	162,000	0.66
Leon Eugene Pretorius	400,000	400,000	36,000	0.15
Andrew Hewlett White	200,000	200,000	18,000	0.07
Total	2,400,000	2,400,000	216,000	0.88

If the Performance Rights issued to the Named Directors all vest, (assuming that no options are exercised and not including the proposed issues of Shares for approval at the AGM, the number of issued Shares remains at 272,982,718) the shareholding of existing Shareholders would be diluted as set out in the above table (under % Dilution).

Subject to the Plan Rules summarised above and the Performance Conditions set out separately below under Resolutions 13 to 15 inclusive, one Performance Right converts to one Share. The Shares will rank equally in all respects with the Company’s existing Shares. Accordingly they will have the same dividend, voting and other rights as other Shares on issue. Quotation of the Shares will be sought from ASX. The current value of the Performance Rights is approximately $0.09 per Performance Right. Binomial valuation model inputs were: exercise price $0.00; current price $0.09; standard deviation (annualised) 110%; number of days (weighted average) 365; risk-free rate 4.00%, expected dividend yield 0.00%. No discount has been applied for the non-tradeable nature of the Performance Rights or the Performance Conditions imposed.

• (b) The Performance Rights will be issued for nil cash consideration as remuneration, and to retain and attract the core team of Named Directors that will lead the Company through the next few years. In addition, no cash consideration will be payable by a Named Director for the acquisition of Shares upon exercise of a Performance Right if the Performance Conditions are satisfied. In determining the number of Performance Rights to be issued to each Named Director, consideration was given to their role, experience, knowledge of the Company and its projects, their current remuneration, the current market price of the Shares, and Performance Rights packages granted to directors of similar-sized companies.

• (c) The Plan is new, therefore no Directors have previously received securities under the Plan.

11

==> picture [65 x 44] intentionally omitted <==

EXPLANATORY NOTES (continued)

• (d) Full time and part time employees, qualifying contractors, and Directors of the Company (or an associated body corporate) are eligible to participate in the Plan. All three Directors will participate in the Plan - see Resolutions 13 to 15 inclusive for details.

• (e) No financial assistance will be provided by the Company to the Named Directors for the purpose of acquiring the Performance Rights, as they are to be issued for nil cash consideration.

• (f) The Performance Rights are intended to be issued to the Named Directors under the Plan within one month after the date of the AGM and, in any event, no later than 12 months after the meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). It is anticipated that the Performance Rights will be issued to the Named Directors on one date.

Resolution 13

Issue of Performance Rights to Mr Andrew James (Jim) Morgan under the Plan

This Resolution seeks Shareholder approval for the issue of 1,800,000 Performance Rights under the Plan to Mr Andrew James (Jim) Morgan, Managing Director.

For each Performance Condition that is met, a number of Mr Andrew James (Jim) Morgan’s Performance Rights will vest. There are three Performance Conditions for Mr Andrew James (Jim) Morgan’s Performance Rights, as set out below:

• Mr Andrew James (Jim) Morgan is still employed by the Company at 1 January 2013 – 400,000 Performance Rights will vest;

• Mr Andrew James (Jim) Morgan is still employed by the Company at 1 July 2013 – 400,000 Performance Rights will vest; and

• the commencement of commercial production of tungsten from the Mt Carbine hard rock project by 31 December 2013 – 1,000,000 Performance Rights will vest.

Background and Technical Information

See above “Background to Resolutions 13 to 15 inclusive”.

Resolution 14

Issue of Performance Rights to Dr Leon Eugene Pretorius under the Plan

This Resolution seeks Shareholder approval for the issue of 400,000 Performance Rights under the Plan to Dr Leon Eugene Pretorius, Non-Executive Chairman.

For each Performance Condition that is met, a number of Dr Pretorius’ Performance Rights will vest. There are two Performance Conditions for Dr Leon Eugene Pretorius’ Performance Rights, as set out below:

• Dr Leon Eugene Pretorius, for acting as Executive Chairman for a period of approximately six months from early 2012, following the resignation of the previous Managing Director – 200,000 Performance Rights will vest on 30 November 2012; and

• Dr Leon Eugene Pretorius is still employed by the Company at 30 November 2012 – 200,000 Performance Rights will vest.

Background and Technical Information

See above “Background to Resolutions 13 to 15 inclusive”.

Resolution 15

Issue of Performance Rights to Dr Andrew Hewlett White under the Plan

This Resolution seeks Shareholder approval for the issue of 200,000 Performance Rights under the Plan to Dr Andrew Hewlett White, Non-Executive Director.

For each Performance Condition that is met, a number of Dr Andrew Hewlett White’s Performance Rights will vest.

12

==> picture [65 x 44] intentionally omitted <==

EXPLANATORY NOTES (continued)

There are two Performance Conditions for Dr Andrew Hewlett White’s Performance Rights, as set out below:

• Dr Andrew Hewlett White, for acting in an executive capacity for a significant portion of the period between January 2012 and 31 August 2012, following the resignation of the previous Managing Director – 100,000 Performance Rights will vest on 30 November 2012; and

• Dr Andrew Hewlett White is still employed by the Company at 30 November 2012 – 100,000 Performance Rights will vest.

Background and Technical Information

See above “Background to Resolutions 13 to 15 inclusive”.

Resolution 16

Appointment of Auditor

BDJ Partners Audit Pty Limited have given notice of their intention to resign as auditor of the Company (under Section 329(5) of the Corporations Act). This is subject to receipt of the consent of the ASIC and shareholder approval of this Resolution for the appointment of BDO Audit (NTH QLD) Pty Ltd as auditor. Subject to ASIC consenting to the resignation of BDJ Partners Audit Pty Limited, and BDJ Partners Audit Pty Limited submitting a resignation to the Company, it is proposed that the Company appoint BDO Audit (NTH QLD) Pty Ltd as auditor of the Company. In accordance with Section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a shareholder for BDO Audit (NTH QLD) Pty Ltd to be appointed as the Company’s auditor. A copy of this nomination is set out below as Annexure A. BDO Audit (NTH QLD) Pty Ltd has given its written consent to act as the Company’s auditor subject to shareholder approval of the Resolution. If this Resolution is passed, the appointment of BDO Audit (NTH QLD) Pty Ltd as the Company’s auditor will take effect at the close of this AGM.

ANNEXURE A

26 September 2012

PO Box 1770 Subiaco WA 6904

The Directors Carbine Tungsten Limited S505, 35 Lime Street SYDNEY NSW 2000

Dear Sirs

NOMINATION OF AUDITOR

Following the resignation of BDJ Partners Audit Pty Limited, subject to ASIC consent, I, Leon Eugene Pretorius, being a shareholder (member) of Carbine Tungsten Limited, hereby nominate BDO Audit (NTH QLD) Pty Ltd for appointment as auditor of the Company at the Annual General Meeting to be convened on or about 8 November 2012. Please distribute copies of this notice of nomination as required by section 328B(3) of the Corporations Act 2001.

Yours sincerely Leon E Pretorius

13

==> picture [131 x 89] intentionally omitted <==

Carbine Tungsten Limited ABN 77 115 009 106

Registered Office : Suite 505, Level 5, 35 Lime Street, Sydney NSW 2000, Tel: +61 2 9279 1252, Fax: +61 2 9279 2727 Cairns Office : 50 Scott Street, Bungalow, Cairns QLD 4870, Tel: +61 7 4052 2400, Fax: +61 7 4052 2444

14

==> picture [65 x 44] intentionally omitted <==

FORM OF PROXY

By hand: Suite 505, Level 5, 35 Lime Street, Sydney By facsimile: (02) 9427 5928 By mail: PO Box 324, Crows Nest, NSW 1585

I/We

(Full name in block letters)

of

(Address)

being a member of Carbine Tungsten Limited, hereby appoint:

Name

Address

or, failing that person: Name

Address

or, failing that person, the Chairman of the meeting as my/our proxy/proxies to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the Citigate Melbourne Hotel, 270 Flinders Street, Melbourne, Victoria on Thursday, 8 November 2012 commencing at 11:00am Melbourne Time and at any adjournment thereof.

If you do not wish at all to direct your proxy how to vote, please place a mark in this box .

By marking this box, you acknowledge that, if the Chairman is your proxy, the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

If the Chairman of the meeting is voting as your proxy, he intends to vote any undirected proxies held on the item of business in favour of the resolution on that item of business.

Signature of shareholder (companies to execute under seal or director’s signature if applicable)

Dated this

day of 2012

Carbine Tungsten Limited

ABN 77 115 009 106

Registered Office : Suite 505, Level 5, 35 Lime Street, Sydney NSW 2000, Tel: +61 2 9279 1252, Fax: +61 2 9279 2727 Cairns Office : 50 Scott Street, Bungalow, Cairns QLD 4870, Tel: +61 7 4052 2400, Fax: +61 7 4052 2444

15

==> picture [65 x 44] intentionally omitted <==

If you desire to direct your proxy/proxies how to vote, please insert an X in the appropriate box. If you do not direct your proxy/proxies, the proxy holder may vote as they think fit or may abstain from voting.

ORDINARY BUSINESS	For	Against	Abstain
Resolution 1 – To Receive the Accounts			
Resolution 2 – To Elect a Director – Dr Leon Eugene Pretorius			
Resolution 3 – To Elect a Director – Mr Andrew James (Jim) Morgan			
Resolution 4 – Adoption of Remuneration Report			
SPECIAL BUSINESS
Resolution 5 – Ratification of Issue of 14,702,423 Shortfall Shares			
Resolution 6 – Ratification of Issue of 16,000,000 Shares under Placement			
Resolution 7 – Approval of Issue of Shortfall Shares to Director – Leon Pretorius			
Resolution 8 – Approval of Issue of Shortfall Shares to a Director – Jim Morgan			
Resolution 9 – Approval of Issue of Shares to Managing Director – Jim Morgan			
Resolution 10 – Approval of Issue of Shares to a Director – Leon Pretorius			
Resolution 11 – Approval of Issue of Shares to a Director – Andrew White			
Resolution 12 – Approval of Carbine Tungsten Limited Awards Plan			
Resolution 13 – Issue of Performance Rights to Jim Morgan under the Plan			
Resolution 14 – Issue of Performance Rights to Leon Pretorius under the Plan			
Resolution 15 – Issue of Performance Rights to Andrew White under the Plan			
Resolution 16 – Appointment of Auditor			

To be effective, the proxy form and the power of attorney or other authority (if any) under which each proxy form is signed (or a copy of that power or authority certified in a manner acceptable to the Directors) must be received at least 48 hours prior to the meeting (i.e. not later than 11:00am Melbourne Time on 6 November 2012), or to any adjourned meeting, at the Company’s office being:

By hand: Suite 505, Level 5, 35 Lime Street, Sydney By facsimile: (02) 9427 5928 By mail: PO Box 324, Crows Nest, NSW 1585

Additional proxy forms will be supplied on request. A body corporate may appoint a representative to attend, vote at and otherwise act for it at the meeting in accordance with the Corporations Act 2001.

SIGNING INSTRUCTIONS

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

Individual: Where the holding is in one name, the holder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you are signing under a power of attorney, you must lodge an original or certified photocopy of the appropriate power of attorney with your completed proxy form.

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

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

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

16