EQUATORIAL RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008

Jan 3, 2008

EQiTX LIMITED

ABN 50 009 188 694

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT

AND

PROXY FORM

For the General Meeting to be held on Wednesday 6 February 2008 at 10.00am (WDST) at Level 34, Exchange Plaza 2 The Esplanade, Perth Western Australia

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CONTENTS PAGE

	PAGE
Time and Place of Meeting and How to Vote	3
Notice of General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the resolutions)	8
Proxy Form	Attached

This is an important document. Please read it carefully.

If you are unable to attend the General Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

If you have any questions regarding the matters set out in this document, please contact the Company Secretary, Mr Scott Mison on (08) 9421 2111, your stockbroker or other professional adviser.

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TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The General Meeting of the shareholders of EQiTX Limited will be held at:

Level 34, Exchange Plaza 2 The Esplanade Perth, Western Australia

Commencing at 10.00 am (WDST) on Wednesday 6 February 2008

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.00am.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• Send the proxy by facsimile to the Company on facsimile number (08) 9421 2100 (International: + 61 8 9421 2100) or to Security Transfer Registrars on facsimile number (08) 9315 2233 (International: + 61 8 9315 2233);

• Deliver the proxy to the registered office of the Company at Level 34, Exchange Plaza, 2 The Esplanade, Perth, Western Australia 6000 or Security Transfer Registrars at 770 Canning Highway, Applecross, Western Australia 6153;

• Mail the proxy to the Company at PO Box Z5108, St Georges Terrace, Perth, Western Australia 6831 or Security Transfer Registrars at PO Box 535, Applecross, Western Australia 6953 (reply paid envelope),

so that it is received not later than 10.00am on Monday, 4[th] February 2008 (48 hours prior to commencement of the meeting).

Your proxy form is enclosed.

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EQiTX LIMITED

ABN 50 009 188 694

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of shareholders of EQiTX Limited will be held at Level 34, 2 The Esplanade, Perth, Western Australia at 10.00am (WDST) on Wednesday 6 February 2008.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered shareholders of the Company as at the close of business on Monday 4 February 2008.

Terms used in this Notice have the meanings set out in section 3 of the Explanatory Statement.

AGENDA

The Explanatory Statement that accompanies and forms part of the Notice describes the matters to be considered as special business.

ORDINARY BUSINESS

Resolution 1 – Approval of allotment and issue of shares

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 72,500,000 fully paid ordinary shares to sophisticated investors on the terms set out in the Explanatory Memorandum).”

Voting Exclusion Statement:

In respect of this resolution the Company shall disregard any votes cast by any person who may participate in the issue of shares and any person who might obtain a benefit (except a benefit solely in the capacity of a security holder) if that resolution is passed and any associate of those persons.

Resolution 2 - Issue of unlisted options to Hilton Nathanson

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

“That for the purpose of Section 208 of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of 1,000,000 options to subscribe for a like number of fully paid ordinary shares in the capital of the Company (“Options”) to Hilton Nathanson or his nominees on the terms set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

In respect of this resolution the Company shall disregard any votes cast by Hilton Nathanson and any of his associates.

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DATED 3 JANUARY 2007

BY ORDER OF THE BOARD

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SCOTT MISON EQITX LIMITED COMPANY SECRETARY

Voting Exclusion Note:

Where a voting exclusion applies, 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.

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EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company Secretary, your stockbroker or other professional adviser.

GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connection with the General Meeting of the Company to be held at 10:00am (WST) on Wednesday 6 February 2008.

The purpose of this Explanatory Statement is to provide shareholders with information that the Board believes to be material to shareholders in deciding whether or not to approve the resolutions detailed in the Notice.

1. THE RESOLUTIONS

1.1 Resolution 1 - Approval of Allotment and Issue of Shares

On 28 December 2007, the Company entered into several Loan and Subscription Agreements (“Agreements”) to borrow $14,500,000. As per the Agreements, the Company agrees to issue 72,500,000 Shares at a deemed issue price of $0.20 per Share immediately upon obtaining shareholder approval to the other parties of the agreement.

Resolution 1 seeks shareholder approval for the allotment and issue of 72,500,000 Shares at a deemed issue price of 20 cents per Share.

Listing Rule 7.1 provides that an entity must not, subject to certain exceptions, issue during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an option) if the number of those securities exceeds 15% of the total ordinary securities on issue at the commencement of that 12 month period.

The Company is seeking approval for the purposes of Listing Rule 7.1 for the issue of up to 72,500,000 Shares. This will enable the Company to have the flexibility to issue equity securities in the future up to the 15% threshold without the requirement to obtain shareholder approval.

Listing Rule 7.3 contains 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 the Explanatory Memorandum for that purpose:

(a) The maximum number of securities the Company is to issue

The number of securities to be issued pursuant to Resolution 1 is 72,500,000 Shares.

(b) The date by which the Company will issue the securities

The Shares will be issued within 5 days after the date of the Meeting.

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(c) The issue price of the securities

The deemed issue price of each Share will be 20 cents.

(d) The names of the allottees (if known) or the basis upon which allottees will be identified or selected

The Shares will be issued to the various parties to the agreements who are sophisticated investor clients of the following:

Capital Investments Partners PtyLtd	21,500,000
Cunningham Securities PtyLtd	1,000,000
Hartleys Limited	50,000,000
	72,500,000

(e) The terms of the securities

The Shares the subject of Resolution 1 are fully paid ordinary shares and will rank equally with the Company’s existing Shares.

• (f) The intended use of the funds raised

As previously announced on 24 December 2007, EQiTX has signed a binding terms sheet with a consortium that will enable EQiTX to take an 51% interest in mineral permits in Indonesia. The focus of the Company will become coal exploration and production. The funds raised pursuant to the capital raising will therefore be used by the Company to fund the initial deposit on the permits and to undertake a detailed due diligence of these permits and for working capital.

(g) The dates of allotment or a statement that allotment will occur progressively

The Shares will be allotted simultaneously on the same date as they are issued as set out in paragraph (b) above.

(h) A voting exclusion statement

A voting exclusion statement is included in the Notice under the heading “Voting Exclusion”.

Resolution 2 - Issue of Unlisted options to Hilton Nathanson

Introduction

Shareholder approval is sought for the issue of 1,000,000 options (“Options”) to Hilton Nathanson, who is a Non- Executive Director of the Company.

Each Option entitles the holder to acquire, by way of issue, one Share in the capital of the Company at an exercise price of $0.30 per Option. The Options will expire on 31 December 2012 and are subject to the Terms and Conditions of Options set out in Annexure A and forming part of this Notice of General Meeting.

The Options will not be listed for official quotation on ASX.

Reasons for Issue

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Mr Nathanson has been involved with EQiTX since 2001 and during his tenure he has not received any director fees for his services. The Board, excluding Mr Nathanson, consider the grant of Options to be reasonable in light of the tasks he has performed in the past.

Aside from any dilution of shareholdings, which may occur only on the exercise of the options, the current Directors (with Mr Nathanson abstaining from voting on the matter of the issue of Options), do not believe that there are any disadvantages to shareholders that arise from the approval of the issue of Options the subject of Resolution 2.

The issue of the Options is not under any form of employee incentive scheme. It is separate to and is not part of the Company’s Employee Option Plan.

Proposed date of issue

The Options will be issued no later than 13 February 2008, being 1 week after the date of the meeting.

Shareholder Approvals

Shareholder approval for the grant of the Options is sought for the purposes of:

• Division 3 of Part 2E of the Act, which governs the giving of financial benefits to related parties (such as directors) of a Company; and

• ASX Listing Rule 10.11 which requires the grant of securities to a director to be approved by shareholders. ASX Listing Rule 10.11 also operates as an exception to ASX Listing Rule 7.1, “Issues exceeding 15% of capital”. Accordingly, if approval is given by holders of ordinary securities to the grant of the Options under ASX Listing Rule 10.11, approval under ASX Listing Rule 7.1 is not required.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

Mr Nathanson is a “related party” of the Company as he is a Director of the Company.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

Accordingly, the proposed grant of Options to Mr Nathanson involves the provision of a financial benefit to a related party of the Company.

Where no exception is applicable (as is the case in these circumstances), Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

• (a) obtain the approval of members in the way set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months after the approval is obtained.

In accordance with the requirements of Part 2E and in particular, sections 218 and 221 of the Act, the following information is provided to shareholders to allow them to assess the proposed grant of Options:

• (a) being a director of the Company, Mr Nathanson is a related party of the Company to whom the financial benefit would be given by virtue of section 228(2)(a) of the Act;

• (b) the nature of the financial benefit to be given is the grant of a maximum of 1,000,000 Options as set out in Resolution 2;

• (c) The Options will be issued for nil cash consideration. The exercise price and expiry dates for the Options are set out in this Explanatory Memorandum, and otherwise on the terms and conditions set out in Annexure A to this Notice;

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• (d) the market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at the time any of the Options are exercised, the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company. Over the last twelve months the lowest recorded price of EQiTX Limited Shares on the Australian Stock Exchange was $0.11 (on 29 March 2007) and the highest was $0.43 (on 7 November 2007). At the close of trading on 2 January 2008, being the last available share price prior to the printing of the Notice of Meeting, the Share price was $0.29;

• (e) Mr Nathanson currently holds Shares in the Company. On the assumption that Resolution 2 is passed, the number of Shares and Options held by Mr Nathanson will be as follows:

Name of Related Party	Number of Shares Held	Number of Options Held
Hilton Nathanson	4,714,613	1,000,000

• (f) Mr Nathanson was appointed to the Board on 24 December 2001, and it is estimated that he will receive Directors fees of $Nil over the next twelve month period;

• (g) if shareholders approve the grant of Options to Mr Nathanson and all of the Options are exercised, the effect will be to dilute the shareholding of existing shareholders by approximately 1.1% (based on the number of Shares currently on issue and assuming no other options are exercised);

(h) the Directors, with the exception of Mr Nathanson, who has an interest in the outcome of the resolution and consequently does not make a recommendation, recommend that shareholders vote in favour of Resolution 2 on the basis that the Options to be granted will provide Mr Nathanson with the appropriate recognition of his knowledge and contribution to the Company. The Board (other than Mr Nathanson considered the extensive experience and reputation of Mr Nathanson within the company’s industry, the current market price of Shares and current market practices when determining the number and exercise price of the Options to be issued to Mr Nathanson. Neither the independent Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision whether it is in the best interests of the Company to pass Resolution 2;

• (i) the ASIC in reviewing documents lodged under Section 218 of the Corporations Act relating to the giving of financial benefits to related parties of public companies requires explanatory information regarding the value of the options proposed to be granted. The value of the Options and the pricing methodology is set out below. The Company, in consultation with an independent appropriately qualified report, has valued the Options, using the Black-Scholes Option Pricing Model. The hypothetical valuation of the Options was undertaken adopting the following variables: • The Company’s closing share price of 24 cents on 24 December 2007;

• a volatility factor of 89%, being the industry equivalent volatility factor for EQiTX shares (as EQiTX shares are lightly traded, the volatility factor is selected for a like company with similar business model with liquid stock); and

• a risk free interest rate of 5.50%, being the 5 year Australian Commonwealth Government Bond rate (most closely reflecting the term of the Options);

Therefore each Option to be granted to Mr Nathanson has a hypothetical value of $0.165, and the total value of the Options to be granted to Mr Nathanson based on this valuation is $165,790.

ASX Listing Rule 10.11

In addition ASX Listing Rule 10.11 also requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party.

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ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. The following information is provided to Shareholders for the purposes of Listing Rule 10.13:

• (a) the maximum number of Options to be issued is 1,000,000 to Mr Nathanson;

• (b) it is intended that the Options will be issued no later than 5 February 2008 and in any event the Options will be issued no later than one (1) month from the date of approval of the Resolution (or such later date as approved by ASX) and it is anticipated that the Options will be issued on one date;

• (c) the full terms of the Options are annexed to this Explanatory Memorandum as Annexure A;

• (d) the Shares issued upon exercise of the Options will rank equally in all respects with the Company’s existing issued Shares;

• (e) the Options will be granted for nil consideration, consequently no funds will be raised from the issue of the Options. It is currently intended that funds raised by any exercise of Options will be used for the Company’s working capital requirements.

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3. Glossary

ASIC means Australian Securities and Investment Commission. ASX means ASX Limited. ASX Listing Rules or Listing Rules means the Listing Rules of ASX. Board means the board of Directors of the Company. Constitution means the Company’s constitution (as amended). Corporations Act means the Corporations Act 2001 (Cth). Directors means the current Directors of the Company. Explanatory Statement means the Explanatory Statement to the Notice. EQiTX or Company means EQiTX Limited (ABN 50 009 188 694).

General Meeting or Meeting means the general meeting convened by the Notice. Notice means the notice of general meeting accompanying this Explanatory Statement. Share means a fully paid ordinary share in the capital of the Company. WST means Western Standard Time.

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ANNEXURE A

TERMS AND CONDITIONS OF OPTIONS TO BE ISSUED TO HILTON NATHANSON

Each Option to take up unissued shares ('Option') shall entitle the holder of the Option ('Option Holder') to subscribe for and be allotted one fully paid ordinary share ('Share') in EQiTX Limited A.C.N. 009 188 694 ('Company') on the terms and conditions set out below:

1. Each option is exercisable at any time during the period ('Option Period') commencing 13 February 2008 and expiring at 5.00 pm Australian Eastern Daylight Savings Time on 31 December 2012,

2. Subject to paragraphs 1 and 11, the Options may be exercised wholly or in part by giving notice in writing ('Notice of Exercise') to the Board at any time during the Option Period.

3. Notwithstanding paragraph 1, but subject to paragraph 11, if an Option Holder dies during the Option Period applicable to the Option Holder, the legal personal representative of the Option Holder may exercise all or any of the Options held at the date of death on behalf of the estate of the Option Holder PROVIDED THAT such exercise must be made anytime after the death of the Option Holder but not later than 90 days, or such other period, being not less than 90 days, as determined by the Board of Directors (in its sole and absolute discretion) immediately following the death of the Option Holder, after the date of granting of probate or grant or letters of administration (as appropriate) or the Options will lapse and the amount paid to acquire the Options, if any, will be forfeited. Further, in the event the Option Holder dies during the Option Period, the Company has an obligation to inform the Option Holder's legal personal representative in writing, within 30 days after the date of granting of probate or grant or letters of administration (as appropriate), of his/her right to exercise the Options in accordance with terms of this clause.

4. In respect of the Options, the exercise price (which is payable immediately upon exercise) is A$0.30 per Option.

5. On receipt by the Company of the Notice of Exercise and payment of the relevant Exercise Price, the Company must, within 14 business days (as defined in the Listing Rules of Australian Stock Exchange Limited) allot to the Option Holder one ordinary share in respect of each Option exercised by the Option Holder and despatch the relevant acknowledgment of issue as soon as is reasonably practicable.

6. Shares allotted on the exercise of any Options will rank equally in all respects with the then existing issued ordinary fully paid shares in the Company and will be subject to the provisions of the Constitution of the Company.

7. Adjustments to the number of Shares over which Options exist and/or the Exercise Price may be made as described in paragraph 9 to take account of changes to the capital structure of the Company by way of pro rata bonus issues. The Company agrees to notify all Option Holders and Australian Stock Exchange Limited within 1 month after the record date of a pro rata bonus issue, of any adjustment to the number of Shares over which the Options exist and/or any adjustment to the Exercise Price.

8. Subject to paragraphs 7, 9 and 10, Options do not confer rights to participate in new issues of securities of the Company.

9. The method of adjustment for the purpose of paragraph 7 shall be in accordance with Listing Rules 6.22.2 and 6.22.3 of the Official Listing Rules of the Australian Stock Exchange Limited as it currently exists and which provides:

(a) Pro-Rata Cash Issues Where a pro-rata issue (except a bonus issue) is made to the holders of fully paid ordinary shares in the Company, the Exercise price of an Option may be reduced according to the following formula:

O' = O - E[P-(S+D)] N+1 where: O' = the new exercise price of the option.

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O = the Old exercise price of the option. E = the number of underlying securities into which one Option is Exercisable. P = the average market price per share (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date. S = the Subscription price for a security under the pro rata issue. D = the Dividend (in the case of a trust, Distribution) 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 one new security.

(b) Pro-Rata Bonus Issues

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

10. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Options or the exercise price of the Options or both will be reconstructed in accordance with the Listing Rules of Australian Stock Exchange Limited applying at the time of the reconstruction.

1. All unexercised Options will lapse in the event of the liquidation of the Company.

12. The Company will apply to the ASX (and any other stock exchange on which the Shares in the Company are quoted and listed) for, and will use its best endeavours to obtain, quotation and listing of all Shares allotted on the exercise of any Options. The Company will not apply for quotation or listing of the Options on any stock exchange.

13. Subject to paragraph 11, each Option is personal to the Option Holder named on the front of the Option Certificate and is not transferable, transmissible or assignable PROVIDED THAT the personal representative of an Option Holder may on the death of that Option Holder exercise Options in accordance with paragraph 3.

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CORPORATE DIRECTORY

Directors and Officers

Geoff Gander - Executive Chairman Solomon Majteles – Non Executive Director Hilton Nathanson - Non Executive Director Scott Mison - Company Secretary

Registered Office

Principal Place of Business

Level 34, Exchange Plaza 2 The Esplanade Perth Western Australia 6000 PO Box Z5108 St Georges Terrace Perth WA 6831

Level 34, Exchange Plaza 2 The Esplanade Perth Western Australia 6000 PO Box Z5108 St Georges Terrace Perth WA 6831

Telephone +61 8 9421 2111 Facsimile +61 8 9421 2100 Email info@eqitx.com Website www. eqitx.com

+61 8 9421 2111 +61 8 9421 2100

Auditors

Bankers

Ernst & Young Group The Ernst & Young Building 11 Mounts Bay Road Perth Western Australia 6000

Australian and New Zealand Banking

Level 3 287 Collins Street Melbourne Victoria 3000

Share Registry

Solicitors

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross Western Australia 6153

Steinepreis Paganin Level 4, Next Building 16 Milligan Street Perth Western Australia 6000

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Website www.securitytransfer.com.au

ASX Codes

Ordinary Shares listed on the Australian Stock Exchange under codes EQX.

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PROXY FORM

APPOINTMENT OF PROXY EQITX LIMITED ACN 009 188 694

GENERAL MEETING

I/We

Appoint

being a member of [Insert Company Name] entitled to attend and vote at the General Meeting, hereby Name of proxy OR Mark this box if you wish to appoint the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10.00 am (WDST), on 6 February 2008 at Level 34, Exchange Plaza, 2 The Esplanade, Perth, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

Voting on Business of the General Meeting

FOR AGAINST

ABSTAIN

Resolution 1 – Approval of allotment and issue of shares Resolution 2 – Issue of Unlisted options to Hilton Nathanson

OR

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 and 2 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 and 2 and that votes cast by the Chair of the General Meeting for Resolutions 1 and 2 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 Chair will not cast your votes on Resolutions 1 and 2 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 and 2.

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is Signed this day of 2008

%

By:

Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

EQITX LIMITED ACN 009 188 694

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at an General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. Where a member’s holding is in one name the holder must sign. Where the holding is in more than one name, all members should sign.

3. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under a power of attorney, the power of attorney must be lodged in like manner as this Proxy Form.

4. Corporate members should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

5. 2 directors of the company;

6. a director and a company secretary of the company; or

7. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

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

2. To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

3. (a) post to our Share Registry: Security Transfer Registrars Pty Ltd, PO Box 535, APPLECROSS WA 6953 using the enclosed reply paid envelope OR

4. (b) facsimile to our Share Registry facsimile number +61 8 9315 2233,

so that it is received not later than 10.00am (WDST) on 4 February 2008. Proxy forms received later than this time will be invalid.