EV RESOURCES LTD — AGM Information 2010

Oct 28, 2010

Victory West Moly Limited ABN 66 009 144 503

Notice of Annual General Meeting and Ex lanator Statement p y

This is an important document and should be read in its entirety. Please read it carefully.

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

If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor and/or other professional adviser without delay.

Annual General Meeting of the Company will be held at Subiaco Arts Centre on Tuesday 30 November 2010 at 9.30am (WST).

CONTENTS PAGE

Section 1	Time and Place of Meeting and how to vote
Section 2	Notice of Annual General Meeting (setting the agenda and proposed
	resolutions)
Section 3	Explanatory Statement (explaining the proposed resolutions)
Section 4	Glossary
Section 5	Annexure A
Section 6	Annexure B
Attachments	Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of the Company to which this Notice of Meeting relates will be held at 9.30 am (WST) on Tuesday 30 November 2010 at:

Subiaco Arts Centre 180 Hamersley Road SUBIACO WA 6008

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above. If your shareholding is held by a corporate entity, ensure that a Proxy Form is completed authorising the individual to vote on the entities behalf or as instructed on the Proxy Form.

VOTING BY PROXY

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

• (a) person to Victory West Moly Limited, C/- 311 Hay Street, SUBIACO, WA 6008;

• (b) post to Victory West Moly Limited, C/- PO Box 8282, SUBIACO EAST WA 6008; or

• (c) facsimile to the Company on facsimile number (+61 8) 9388 3701

so that it is received not later than 9.00am (EST) on Monday, 29 November 2010.

Proxy Forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of Victory West Moly Limited ( “Company” or “VWM” ) will be held at the Subiaco Arts Centre, 180 Hamersley Road, Subiaco, Western Australia on 30 November 2010 commencing at 9.30am (WST).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General 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 at 9.00am (EST) on Monday, 29 November 2010.

Terms and abbreviations used in this Notice of Annual General Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company, together with the Director‟s and auditor‟s reports for the year ended 30 June 2010, as set out in the Annual Report.

SPECIAL BUSINESS

1. RESOLUTION 1 – Non Binding Resolution to adopt Remuneration Report

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

“That, for all purposes, the Remuneration Report as set out in the Annual Report for the year ended 30 June 2010 be adopted.”

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

2. RESOLUTION 2 –Re-election of Mr. Wayne Knight as a Director

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

“That, for all purposes, Mr Wayne Knight who retires in accordance with clause 12.2 of the Constitution and being eligible for re-election, be re-elected as a Director.”

3. RESOLUTION 3 – Ratification of prior issue of Shares

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the Company ratify the allotment and issue of two million (2,000,000) Shares (at a deemed issue price of $0.15 each) on 11 August 2010 to a consultant of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Annual General Meeting. ”

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue of securities and an associate of that person. 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 a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. RESOLUTION 4 - Proposed Issue of Securities to acquire 25% of Victory West Pty Ltd

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

“That, subject to and conditional upon the passing of Resolution 5, for the purposes of Listing Rule 7.1 and for all other purposes approval is given for the Directors to allot and issue:

(a) 25,000,000 Shares; and (b) 10,000,000 Performance Shares,

to the Vendors (or their nominees) in consideration for the acquisition by the Company of 25 fully paid ordinary shares in Victory West Pty Ltd, being 25% of the issued share capital of Victory West Pty Ltd, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Annual General Meeting. ”

Voting Exclusion Statement : The Company will disregard any votes cast on Resolution 4 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. RESOLUTION 5 – Variation of Class Rights

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

“That, subject to and conditional upon the passing of Resolution 4, pursuant to and in accordance with Article 2.3 of the Constitution and sections 246B(1) and 246C(5) of the Corporations Act and for all other purposes, Shareholders approve any variation of the rights attached to each Share already on issue that arises from the issue (and subsequent conversion into Shares in accordance with their terms) of the Performance Shares to the Vendors pursuant to Resolution 4."

6. RESOLUTION 6 - Approval of Proposed Issue of Shares

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes approval be, and is hereby given, for the Directors to allot and issue Shares to raise a total of up to of $5,000,000 at an issue price of not less than 80% of the average market price of the company's Shares on the ASX over the last 5 days on which sales of the Shares are recorded before the date of issue, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast on Resolution 6 by any person who may participate in the proposed issue of securities and any 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 person associated with 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 a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it. Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.

Proxies

Please note that:

• (a) a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b)

• (c)

• a proxy need not be a member of the Company;

• a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder‟s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder‟s proxy; and

• (e) Shareholders 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 or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company‟s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person‟s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 9.00 am (EST) on Monday, 29 November 2010. Accordingly, transactions registered after that time will be disregarded in determining Shareholder‟s entitlement to attend and vote at the Annual General Meeting.

By Order of the Board of Directors

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Steven Pynt Chairman Victory West Moly Limited 22 October 2010

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company‟s Annual General Meeting to be held at the Subiaco Arts Centre on Tuesday 30 November 2010 at 9.30am (WST).

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

Financial Statements and Reports

The first item of the Notice of Annual General Meeting deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2010 together with the Directors' declaration and report in relation to that financial year and the auditor's report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

The Company will not provide a hard copy of the Company‟s annual financial report to Shareholders unless specifically requested to do so. The Company‟s annual financial report can be found on its website at www.victorywestmoly.com.au/financialstatements.

No resolution is required to be moved in respect of this item. Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the Company's auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent audit report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the auditor in relation to the conduct of the audit.

1. Resolution 1 – Adoption of Remuneration Report

Section 249L(2) of the Corporations Act requires the Company to inform Shareholders that a resolution on the Remuneration Report will be put to Shareholders at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a resolution that the Remuneration Report be adopted to be put to the vote.

However, in accordance with section 250R(3) of the Corporations Act, Shareholders should note that the vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each

Director and any service agreements and sets out the details of any share based compensation.

Following consideration of the Remuneration Report, the Chairman, in accordance with section 250SA of the Corporations Act, will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

2. Resolution 2 – Re-election of Mr. Wayne Knight

Pursuant to clause 12.2 of the Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-election or who have been longest in office since their appointment or last re-election or, if the Directors have been in office for an equal length of time, by agreement.

These requirements for a Director to retire do not apply to a Managing Director

In accordance with the above, Mr Wayne Knight, being a Director, retires by rotation at the Annual General Meeting and, being eligible, offers himself for re-election as a Director.

Mr Knight has worked in the financial services industry since 1989. He has experience in the areas of personal superannuation planning, managed investments, risk management, estate planning, rollover and redundancy planning, wealth creation and insurances.

3. Resolution 3 – Approval of prior issue of Shares

3.1 General

Resolution 3 is seeking ratification under Listing Rule 7.4 for the prior issue of 2,000,000 Shares in order to provide the Company with the flexibility to issue equity securities in the future up to the 15% threshold under Listing Rule 7.1 without the requirement to obtain Shareholder approval.

The Shares were issued as consideration for services provided by a consultant of the Company.

3.2 Ratification under Listing Rule 7.4

Under Chapter 7 of the Listing Rules there are limitations on the capacity of a company to enlarge its capital by the issue of equity securities without shareholder approval.

Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is require for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company's securities then on issue. Listing Rule 7.4 permits ratification of securities issued without prior shareholder approval under Listing Rule 7.1, provided the issue did not exceed the 15% threshold.

Accordingly, the Company is seeking ratification by Shareholders for the past issue of 2,000,000 Shares pursuant to Resolution 3 in order to restore the Company's capacity to issue further securities in the next 12 months under Chapter 7 of the Listing Rule within the 15% limit.

3.3 Information required for Listing Rule 7.4

Listing Rule 7.5 requires that the following information be provided to Shareholders when seeking ratification pursuant to Listing Rule 7.4:

(a) Maximum Number of Securities

The number of securities issued was 2,000,000 Shares.

(b) The Price at which the Securities were Issued

The Shares were issued in consideration for services provided and were issued with a deemed issue price of $0.15 each.

(c) The Names of the Allottees and the Dates of Allotment

The Shares were allotted on 11 August 2010 and were issued without disclosure pursuant to an exception to an excluded investor under Section 708 of the Corporations Act. The allottee was not a related party and it did not hold more than 20% of the Company‟s shares after the issue.

(d) The Terms of the Securities

The Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company‟s currently issued Shares. The Company has sought quotation of the Shares on ASX.

(e) The Intended Use of the Funds Raised

As the securities were issued in consideration for services provided to the Company, no funds were raised from the issue.

3.4 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

4. Resolution 4 – Issue of Securities to acquire 25% of Victory West Pty Ltd

4.1 General

Resolution 4 seeks Shareholder approval for the issue of 25,000,000 Shares and 10,000,000 Performance Shares ( Acquisition Securities ) to the Vendor as consideration for the acquisition of 25 fully paid ordinary shares in Victory West Pty Ltd, being the remaining 25% of the issued capital of Victory West Pty Ltd. The effect of this resolution would be to increase the Company‟s interest in Victory West Pty Ltd from 75% to 100% (thus taking the Company‟s indirect interest in the Malala Molybdenum Project from 71.25% to 95%).

The Vendor is not a related party of the Company and will not have a relevant interest in 20% or more of the Shares in the Company upon completion of the Acquisition.

Under Chapter 7 of the Listing Rules there are limitations on the capacity of a company to enlarge its capital by the issue of equity securities without shareholder approval.

Listing Rule 7.1 provides that a company must not, without shareholder approval, subject to certain exceptions, during any 12 month period, issue any equity securities or other securities with rights of conversion to equity (such as an option),

if the number of those securities when aggregated with securities issued by the Company during the previous 12 months, exceeds 15% of the total ordinary securities on issue at the commencement of that 12 month period.

The proposed issue of 25,000,000 Shares and 10,000,000 Performance Shares pursuant to Resolution 4 exceeds the 15% threshold referred to in Listing Rule 7.1.

Accordingly, the Company is seeking shareholder approval to issue the Shares and Performance Shares under Resolution 4 and once passed the Company will preserve its capacity to issue further securities in the next 12 months under Listing Rule 7.1 as the Shares and Options under Resolution 4 once issued will be excluded from the calculations under Listing Rule 7.1.

The effect of Resolution 4 will be to allow the Directors to issue the Acquisition Securities to the Vendor for the purposes of the Acquisition within 3 months after the Annual General Meeting (or a longer period, if allowed by ASX).

4.2 Background

The Company acquired its current 75% interest in Victory West Pty Ltd pursuant to a share acquisition agreement dated 15 October 2008 (“ First Acquisition Agreement ”). This acquisition was completed in February 2009. In accordance with the terms of the First Acquisition Agreement, the Company issued 500 million shares, 500 million unlisted Options, and a cash payment of US$230,000. In February 2009, the Company consolidated its issued capital on a 1 for 20 basis. As such, these Shares and Options were consolidated to 25 million Shares and 25 million unlisted Options.

As announced to ASX on 3 September 2010, the Company entered into a binding Term Sheet with the Vendors to acquire 25 fully paid ordinary shares in Victory West Pty Ltd, being the remaining 25% of Victory West Pty Ltd.

On 21 October 2010, the Company executed a final share sale agreement with the Vendor (" Second Acquisition Agreement ") which replaces the Term Sheet. Pursuant to the Second Acquisition Agreement, the Company has agreed to purchase the remaining 25% of Victory West Pty Ltd in consideration for the following:

• 25,000,000 Shares;

• 10,000,000 Performance Shares, convertible to 10,000,000 Shares upon completion of a 10,000 metre drilling exploration program on the Project by the Company (or a third party on behalf of the Company) within 4 years of the date of issue of the Performance Shares ("Milestone"); and

• $250,000 to be converted, at the election of VWM, to shares at VWM‟s next capital raising.

Completion of the Acquisition under the Second Acquisition Agreement is subject to the following conditions being satisfied within 3 months from the date of the Annual General Meeting:

• Shareholder approval;

• ASX approval to the terms of the Performance Shares; and

• all necessary regulatory approvals, consents and waivers, including any approvals required under the Listing Rules, being obtained.

The cash component of the consideration for the Acquisition is only payable if, prior to 31 December 2011, a formal binding agreement is executed with China Guangshou Group Corp to acquire its 65% interest in the Malala Molybdenum Project, as announced to ASX on 3 September 2010. In addition, if the Company undertakes an equity capital raising in excess of $500,000 at any time prior to 31 December 2011 (excluding any issue of Shares approved by Shareholders at the Annual General Meeting), the Company may elect to pay the $250,000 cash component in the form of Shares at the same issue price as the Shares are offered pursuant to such capital raising.

If the conditions listed above are not satisfied within the required timeframe, then either party may terminate the Second Acquisition Agreement by giving written notice to the other party.

The Vendor has provided warranties relating to the ownership of the Victory West Pty Ltd shares and its ability to transfer these shares without any encumbrance at Completion.

Upon completion of the Acquisition, Victory West Pty Ltd will be 100% owned by the Company.

4.3 Overview and Information on Victory West Pty Ltd

Victory West Pty Ltd was incorporated in October 2007 to formalise a syndicate of Australian and Indonesian mining and resource parties and investors. The sole asset of Victory West Pty Ltd is the interests and title to the Malala Molybdenum Project in Sulawesi, Indonesia. The Company was successful in securing title to the project in 2007. In late 2007, the Company entered into an agreement to acquire 75% of Victory West Pty Ltd which was approved by Shareholders at the Company‟s 2008 Annual General Meeting.

Victory West Pty Ltd controls the rights to explore and exploit the “Malala Molybdenum Project” indirectly through its 95% ownership of PT Sulawesi Molybdenum Management, which has entered into co-operation agreements with the five IUP holders.

4.4

The Malala Molybdenum Project

The Malala Molybdenum Project is located in the Toli Toli Regency of Central Sulawesi Province, Indonesia, approximately 150km to the north of Palu (Figure 1). The projects comprises of five IUP concessions, with the total area forming the Malala Molybdenum Project being in excess of 240km[2] (Figure 2), all of which are within 15km of the coast (the "Malala Molybdenum Project or " Project ”).

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Malala Moly Project
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Figure 1 – Location of Malala Molybdenum Project in northern Sulawesi, Indonesia.

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Figure 2 – Malala Molybdenum Project area

Since the acquisition, the Victory West group has worked diligently at compiling and reviewing the historical data and re-initiating the exploration process. Preliminary work has targeted Anomaly B, the key area of Rio Tinto/Santos exploration efforts in the 1970‟s and 1980‟s. Rio Tinto had defined a non-JORC compliant resource at Anomaly B which forms the basis of VWM‟s target resource of 105-115Mt @ 660-900ppm Mo*.

*** In accordance with Clause 18 of the JORC Code, it is important to note that no JORC Mineral Resources or Ore Reserves have been established on these tenements and any current assessment remains subject to ongoing exploration work and drilling. The current interpretation remains preliminary and is based on exploration, evaluation and resource definition work performed by Rio Tinto, Santos and VWM.**

By undertaking a significant level of ground based exploration and geophysical surveying, the Company has substantially improved its understanding of the prospect area resulting in the definition of a new geological model for Anomaly B

This model has identified two zones of surficial mineralisation, termed the “Northern Limb” and the “Southern Limb”, both of which will be further investigated and are considered highly prospective. This proved to be a sound strategy as the Company found a new discovery, Promistis, 10kms north-west of Anomaly B. It was discovered by following up stream sediment samples of 8ppm Mo and is currently the focus of an aggressive exploration campaign.

In addition to the exploration, a number of important initiatives were embarked upon, including the re-building of the Nancy Camp to accommodate 100 workers, setting up a regional office in Toli Toli and establishing community relations with nearby villages and towns. As VWM are now one of the largest employers in the area, they have also built and maintained excellent relations with the Regency of Toli Toli, the governing authority in this part of northern Sulawesi.

4.5 Memorandum of Understanding with China Guangshou Group Corporation

Recently, the Project attracted the attention of China Guangshou Group Corporation (" CGGC ") a diversified mining group with substantial Molybdenum mining experience. As announced on 3 September 2010, the Company signed a binding Memorandum of Understanding (" MOU ") with CGGC, subject to due diligence, to acquire a 65% interest in the Project. CGGC is to commit 100% of the exploration, development and exploitation funding to take the Project into production. At the date of this NOM due diligence continues to progress.

JORC Exploration Targets

It is common practice for a company to comment on and discuss its exploration in terms of target size and type. The information in this presentation relating to exploration targets should not be misunderstood or misconstrued as an estimate of Mineral Resources or Ore Reserves. Hence the terms Resource(s) or Reserves(s) have not been used in this context. The potential quantity and grade is conceptual in nature, since there has been insufficient work completed to define them beyond exploration targets and that it is uncertain if further exploration will result in the determination of a Mineral Resource. In accordance with Clause 18 of the JORC Code, it is important to note that no JORC Mineral Resources or Ore Reserves have been established on these tenements and any current assessment remains subject to ongoing exploration work and drilling. The current interpretation remains preliminary and is based on exploration, evaluation and resource definition work performed by previous owners Rio Tinto and Santos. Victory West Moly have undertaken exploration work including surface mapping, trenching and geochemical surveying (soil, rock and stream sediment geochemistry), geological logging and assaying of diamond drilling and geological modeling within the areas previously defined by Rio Tinto and Santos which is demonstrating results consistent with previous outcomes presented by Rio Tinto and Santos.

Competent Persons Statement

The data in this report that relates to Exploration Results, Resources and Reserves is based on information reviewed and evaluated by Mr Brett Gunter who is a member of The Australian Institute of Mining and Metallurgy (MAusIMM) and who has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”). Mr Gunter is a fulltime employee of GMT Indonesia and he consents to the inclusion in the report of the Exploration Results and/or Mineral Resource and/or Reserve in the form and context in which they appear.

4.6 Risks

The risk factors that currently apply to the Company will continue to apply after the Acquisition. As the 100% owner of Victory West Pty Ltd, the Company will have a greater exposure to the risks associated with the Project. A summary of some of the key risks associated with the Project and an investment in the Company are set out in Annexure B. Shareholders are encouraged to review and consider these risk factors when considering whether to approve Resolution 4.

4.7 Information required by Listing Rule 7.3

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

(a) Maximum Number of Securities

The maximum number of securities to be issued is:

• i. 25,000,000 Shares; and

• ii. 10,000,000 Performance Shares.

The Acquisition Securities will be issued on completion of the Acquisition pursuant to the terms of the Second Acquisition Agreement, and in any event no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver) and it is intended that allotment will occur on the same date.

(b)

The Issue Price of the Securities

The Acquisition Securities will be issued for nil cash consideration as they are being issued in consideration for the acquisition of 25 fully paid ordinary shares in Victory West Pty Ltd, being 25% of the issued share capital of Victory West Pty Ltd, from the Vendor.

(c)

The Names of the Allottees

The Shares and Performance Shares will be allotted and issued to the Vendor or its nominee(s) without disclosure under an exception in Section 708 of the Corporations Act. The Vendor is not a related to the Company and no allottees will hold more than 20% of the Company after the issue.

(d) The Terms of the Securities

• i. The Shares issued will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing fully paid ordinary shares on issue; and

• ii. The Performance Shares will be issued on the terms and conditions set out in Annexure A.

(e)

The Intended Use of the Funds Raised

The Company will not be raising any funds from the issue of the Acquisition Securities as they are being issued in consideration for the acquisition of 25% of the issued share capital of Victory West Pty Ltd.

4.8 Capital Structure Proforma

If Resolution 4 is approved and the Acquisition Securities are issued, then the capital structure of the Company will be adjusted as shown in the following table:

Details	Number on Issue	Description
Existing Shares	113,961,010	Ordinary Shares
New Shares issued pursuant to Resolution 4	25,000,000	Ordinary Shares
Total Shares¹	138,961,010
Performance Shares issued pursuant to Resolution 4	10,000,000	Performance Shares
Total Performance Shares	10,000,000
Existing Unlisted Options	25,000,000	Options with an exercise price of $0.20 each and an expiry date of 31 December 2011.
Existing Listed Options	76,654,650	Options with an exercise price of $0.20 each and expirydate of 24 February2012.
Incentive options – Milestone A	3,250,000	Incentive Options (Milestone A) with an exercise price of $0.25 each and an expiry date of 31 August 2014
Incentive options – Milestone B	3,000,000	Incentive Options (Milestone B) with an exercise price of $0.25 each and an expiry date of 31 August 2014
Total Options	107,904,650

1. Excludes the 10,000,000 Shares to be issued upon conversion of the 10,000,000 Performance Shares.

4.9 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4.

5. Resolution 5 – Variation of Class Rights

5.1 General

Resolution 5 seeks Shareholder approval for the Company to be authorised to issue the Performance Shares.

Section 246C(5) of the Corporations Act provides that if a company with a single class of shares issues new shares, the issue is taken to vary the rights attached to shares already issued if the rights attaching to the new share are not the same as rights attached to shares already issued and those rights are not provided for in the company's constitution or a notice, document or resolution that is lodged with ASIC.

Section 246B of the Corporations Act provides that if a company has a constitution that sets out the procedure for varying or cancelling rights attached to shares in a class of shares, those rights may be varied or cancelled only in accordance with that procedure. Article 2.3 of the Constitution provides that the rights attaching to a class of shares may be varied:

• (a) if authorised by a special resolution passed at a meeting of the holders of the issued shares of the affected class; or

• (b) with the written consent of the holders of three quarters of the issued shares of the affected class.

Pursuant to the Heads of Agreement outlined above in respect of Resolution 4, the Company is proposing to issue (inter alia) 10,000,000 Performance Shares in part consideration for the acquisition of 25 fully paid ordinary shares in Victory West Pty Ltd, being 25% of the issued capital of Victory West Pty Ltd. Each Performance Share is convertible into one Share upon the achievement of a specified milestone, as set out in Annexure A to this Explanatory Statement. The purpose of the issue of the Performance Shares is to link part of the consideration payable to the Vendors to the achievement of the Milestone. If the Milestone is not achieved within the 4 years from the date of issue of the Performance Shares, then all of the Performance Shares held by the Vendors will be redeemed by the Company for the sum of $0.00001 per Performance Share within 10 Business Days thereafter.

The Company currently has only one class of shares on issue being fully paid ordinary shares (" Shares "). The terms of the Performance Shares are set out in Annexure A and are not the same as the terms of the Shares. Consequently, Shareholder approval is being sought for the Company to be authorised to issue the Performance Shares to the Vendors.

The Company has applied for ASX to confirm that the terms of the Performance Shares (as set out in Annexure A) are appropriate and equitable for the purposes of Listing Rule 6.1 and to approve the issue of the Performance Shares pursuant to Listing Rule 6.2.

Resolution 5 is subject to, and conditional upon, Resolution 4 being passed at the Annual General Meeting. Resolution 5 is a special resolution and so requires the approval of 75% of the votes cast by Shareholders.

5.2 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 5.

6. Resolution 6 – Approval of Proposed Issue of Shares

6.1 General

Resolution 6 seeks Shareholder approval under Listing Rule 7.1 for the allotment and issue of Shares to raise a total of up to A$5 million (A$5,000,000) to institutional and sophisticated investors within 3 months (or a longer period if allowed by the ASX) from the date of the Annual General Meeting. The Shares to be issued pursuant to Resolution 6 will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing fully paid ordinary shares on issue.

Please refer to section 3.2 for a summary of Listing Rule 7.1.

None of the allottees pursuant to this proposed issue will be related parties of the Company.

6.2 Technical information required by ASX Listing Rule 7.1

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of Listing Rule 7.1:

(a) Maximum Number of Securities

The maximum number of securities the Company will issue is dependent upon the average market price of Shares on the ASX over the last five 5 days on which sales of the Shares are recorded before the allotment date. The amount of Shares issued will be equal to A$5,000,000 divided by the relevant issue price determined by reference to the average market price over the 5 trading days prior to allotment.

To demonstrate, the maximum number of Share to be issued could be:

• (i) 71,428,571 Shares, based on an average five day market price of $0.07

• (ii) 50,000,000 Shares, based on an average five day market price of $0.10;

• (iii) 33,333,333 Shares, based on an average five day market price of $0.15;

• (iv) 25,000,000 Shares, based on an average five day market price of $0.20;

• (v) 20,000,000 Shares, based on an average five day market price of $0.25;

• (vi) 16,666,667 Shares, based on an average five day market price of $0.30;

(b) The Date by which the Company will Issue the Securities

The Shares to be issued under Resolution 6 will be issued as soon as practicable after the Annual General Meeting and in any event no later than three (3) months after the date of the Annual General Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules.

(c) The Issue Price of the Securities

The Shares will be issued at a minimum issue price of no less than 80% of the average market price of Shares on the ASX over the last five 5 days on which sales of the Shares are recorded before the allotment date.

(d) The Names of the Allottees and the Dates of Allotment

Allotment of the Shares under Resolution 6 will occur progressively as and when the allotees are determined by the Directors. The Shares will be issued and allotted to applicants to be determined by the Directors. No decision has, as yet, been made by the Directors in respect of determining the identity of the allottees, save that the allottees will be institutional or sophisticated investors and will not be related parties of the Company.

(e) The Terms of the Securities

The Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company‟s existing fully paid ordinary shares on issue. The Company will seek quotation of the Shares on ASX.

(f) The Intended Use of the Funds Raised

Funds raised from the issue of Shares pursuant to Resolution 6 will be used to meet the Company‟s working capital requirements.

6.3 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6.

7. Enquiries

Shareholders are encouraged to contact the Company Secretary on (+61 8) 9381 5819 if they have any queries in respect to the matters set out in these documents.

GLOSSARY

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

Annexure annexure to this Explanatory Statement. Annual Report the annual report of the Company for the year ended 30 June 2010. Acquisition the acquisition of 25% of the issued share capital of Victory West Pty Ltd. Acquisition Securities 25,000,000 Shares and 10,000,000 Performance Shares in the capital of the Company, the subject of Resolution 4. ASIC Australian Securities and Investments Commission. ASX ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited. Board Board of Directors. Chairman Mr. Steven Pynt. Company Victory West Moly Limited (ACN 009 144 503). Constitution Constitution of the Company. Corporations Act Corporations Act 2001 (Cth). Director a Director of the Company. EST Eastern Standard Time in Australia. Explanatory Statement the Explanatory Statement accompanying the Notice of Annual General Meeting. Annual General Meeting or Meeting the Annual General Meeting of Shareholders convened for the purposes of considering the Resolutions. Listing Rules the Listing Rules of the ASX. Notice of Annual General Meeting the notice of Annual General Meeting accompanying the Explanatory Statement. Option an option to acquire a Share. Performance Share a performance share in the capital of the Company, having the terms and conditions set out in Annexure A. Project The Malala Molybdenum Project is comprised of 5 strategic exploration concessions that are highly prospective for Molybdenum in the Toli-Toli Regency at the northern tip of the Island of Sulawesi in Indonesia Record Date the date on which a Shareholder is determined for the purposes of the Resolutions in this Notice of Annual General Meeting being 9.30am on Friday 26 November 2010. Resolution a resolution to be considered at the Annual General Meeting as contained in the Notice of Annual General Meeting. Share a fully paid ordinary share in the capital of the Company. Shareholder shareholder of the Company. Vendors means the shareholders of all of the 25 issued share capital of Victory West Pty Ltd and includes each of the

Victory West Group WST

underlying beneficial shareholders on whose behalf those shares are held. Victory West Moly Limited and its controlled entities Western Standard Time in Australia.

ANNEXURE A

PROPOSED PERFORMANCE SHARES TERMS AND CONDITIONS

• 1.1 Terms of Performance Shares

• (a) ( Performance Shares ) Each Performance Share is a share in the capital of Victory West Moly Limited (Company).

• (b) ( General Meetings ) Performance Shares shall confer on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to shareholders. Holders have the right to attend general meetings of shareholders of the Company.

• (c) ( No Voting Rights ) Performance Shares do not entitle the Holder to vote on any resolutions proposed at a general meeting of shareholders of the Company.

• (d) ( No Dividend Rights ) Performance Shares do not entitle the Holder to any dividends.

• (e) ( Rights on Winding Up ) Performance Shares participate in the surplus profits or assets of the Company upon winding up of the Company only to the extent of $0.0001 per Performance Share.

• (f) ( Reorganisation of Capital ) If at any time the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganisation.

• (g) ( Application to Recognised Securities Exchange ) Performance Shares will not be quoted on the ASX. However, upon conversion of the Performance Shares into fully paid ordinary shares (Ordinary Shares) in accordance with the Milestones, if the Company’s Shares are quoted on the ASX at the time of conversion, the Company must within seven (7) days after the conversion, apply for the official quotation of the Ordinary Shares arising from the conversion on the ASX.

• (h) ( No Participation in Entitlements and Bonus Issues ) Holders of Performance Shares will not be entitled to participate in new issues of capital offered to holders of Ordinary Shares such as bonus issues and entitlement issues until the Performance Shares are converted into Ordinary Shares.

• (i) ( No Other Rights ) The Performance Shares give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

• (j) ( Not Transferable ) The Performance Shares are not transferable.

1.2 Conversion of the Performance Shares

• (a) ( Conversion on achievement of the milestone ) Each Performance Share will automatically convert into one (1) fully paid Ordinary Share if, within 4 years of the date of issue of the Performance Shares, a 10,000 metre drilling exploration program on the Malala Molybdenum Project is completed by the Company or a third party on behalf of the Company.

• (b) ( Takeovers threshold ): The Performance Shares will not convert into Ordinary Shares to the extent that such conversion would, at the date of conversion, result in the Holder (or any other person) breaching the 20% prohibition set out in Section 606 of the Corporations Act.

• (c) ( Redemption if Milestone not Achieved ) If the Milestone is not achieved within 4 years from the date of issue of the Performance Shares, then all of the Performance Shares held by the Holder will be redeemed by the Company for the sum of $0.00001 per Performance Share within 10 Business Days thereafter.

• (d) ( Conversion Procedure ) The Company will issue the Holder with a new holding statement for the Ordinary Shares as soon as practicable following the conversion of the Performance Shares into Ordinary Shares in accordance with condition 1.2(a).

• (e) ( Ranking of Shares ) The Ordinary Shares into which the Performance Shares will convert will rank pari passu in all respects with existing Ordinary Shares.

ANNEXURE B

RISK FACTORS

The Project is located in Indonesia, which is a developing country and has associated political, economic, legal and social risks including political instability, unrest and inefficiency. Consideration should be given to the risks associated with operating in Indonesia as it has an economic and legal system different from that of Australia. There can be no assurance that the system of government and the political system will become more stable or that it will not become less stable. There can be no guarantee that government regulations relating to foreign investment, repatriation of foreign currency, taxation and the mining industry in Indonesia will not change in the future to the detriment of the Company‟s business. Outcomes before courts in Indonesia may be less predictable than in Australia, which would affect the enforceability of contracts entered into by the Company in Indonesia.

The Company has made investment and strategic decisions based on information currently available to the Directors. Should there be any material change in the political, economic, legal or social environments in Indonesia, the Directors may reassess investment decisions and commitments to its assets in Indonesia.

The Indonesian government may from time to time review the environment bonds or other guarantees that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

Exploration Costs Risk

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimated and assumed. Accordingly, no assurance can be given that the cost estimate and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company‟s viability.

Exploration Success

The mineral tenements of the Company are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of the project areas, or any other tenements that may be acquired in the future, will result in the discovery of economic ore deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; obtaining necessary licenses, unanticipated metallurgical problems which may affect extraction costs; lack of market demand; force majeure; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment; adverse geological, seismic and geotechnical conditions.

No Profit to Date

The Company has incurred operating losses since its inception and it is therefore not possible to evaluate its prospects based on past performance. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operational losses.

Resource Estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may in turn adversely affect the Company‟s operations and the value of its securities. Please also refer to comments made in Section 4.6 of the Explanatory Statement.

Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Compliance and Tenement Maintenance Risk

The Company has acquired an interest in various mining concessions. Title to these tenements is subject to the Company, as concession holder, complying with the terms and conditions of each concession, including any minimum annual expenditure commitments. There are also various licenses associated with the IUP Holder Entities including forestry requirements that the Company is undertaking the necessary approval processes. In this respect, the Company has made the appropriate submissions and applications and is awaiting formal approval from the Ministry of Forestry. The Company is not aware of any reasons why these licences will not be granted. There is a risk that if the Company‟s controlled entity does not comply with the terms and conditions of each concession, it may lose its interest in the relevant tenement.

The Company has developed appropriate policies and practices to mitigate the risk of breaching the terms and conditions attaching to all of the assets it has acquired.

Future Capital Needs

Further funding will be required by the Company to support its ongoing activities and operations. There can be no assurance that funding will be available on satisfactory terms or at all. Any inability to obtain finance will adversely affect the business and financial condition of the Company and, its performance. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing Shareholders, the percentage ownership of Shareholders may be reduced. Shareholders may experience subsequent dilution. There can be no guarantee that any capital raisings will be successful.

Unforeseen Expenditure Risk

Expenditure may need to be incurred that has not been taken into account by the Company. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

Economic and Government Risk

There is a risk that the price of Shares and returns to Shareholders may be affected by changes in:

• local and world economic conditions;

• interest rates;

• levels of tax, taxation law and accounting practice;

• government legislation or intervention;

• inflation or inflationary expectations; and

• natural disasters, social upheaval or war in Australia or overseas, as well as other factors beyond the control of the Company.

Share Market Conditions

The price of Shares when quoted on ASX will be influenced by international and domestic factors affecting conditions in equity, financial and commodity markets. These factors may affect the general level of prices for listed securities of mining and exploration companies quoted on ASX.

Molybdenum Marketing and Molybdenum Prices

In the event that the Company‟s exploration is successful and the Company goes on to develop a molybdenum mine, the marketability of the molybdenum produced will depend upon the requirements and demand from the international and domestic marketplace.

Customers may default on their contractual obligations with the Company. Potential contractual default may include non payment for molybdenum or failure to take delivery of contracted volumes. Should such a default occur, the Company may be unable to find other customers. Depressed molybdenum prices would affect the business. Future revenues, operating results, profitability, future rate of growth and the carrying value of the properties of the Company depend heavily on prevailing market process for molybdenum. Any substantial or extended decline in the price of molybdenum would have a material adverse effect on the financial condition and results of operations.

Various factors beyond the contract of the Company may affect prices of molybdenum, including but not limited to the following:

• exchange rates;

• domestic and international suppliers of molybdenum;

• economic conditions;

• consumer demand

• price trends for molybdenum product types;

• the price, availability and acceptance of alternate products;

• weather conditions; and

• actions of regional, local and foreign authorities.

Hedging transactions may limit potential gains. To manage exposure of the Company to price risks in marketing of molybdenum, the Company may enter into molybdenum price and or foreign currency hedging arrangements with respect to its production. While intended to reduce the effects of volatile molybdenum prices, these arrangements may limit potential gains if molybdenum prices were to rise substantially over the price established by the hedge. In addition, such transactions may expose the Company to the risk of financial loss.

Environmental Impact Constraints

The Company‟s exploration and appraisal programs will, in general, be subject to approval by government authorities. Development of any molybdenum resources will be dependent on the project meeting environmental guidelines and gaining approvals by governmental authorities.

Landowner Risk

The Company may be required to pay compensation to landowners, local authorities, traditional land users and others who have an interest in the area covered by a mining concession. The Company's ability to resolve compensation issues and compensation costs involved will have an impact on the future success and financial performance of the Company's mining operations. If the Company is unable to resolve such compensation claims on economic terms, this could have a materially adverse effect on the business, results or operations and financial condition of the Company.

Competition

The Company will compete with other companies, including major molybdenum companies. Some of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. In addition new entrants may commence molybdenum exploration and development in Indonesia. There can be no assurance that the Company can compete effectively with these companies.

Insurance

Insurance against all risks associated with molybdenum exploration and mining is not always available or affordable. The Company will maintain insurance where it is considered appropriate for its needs however, it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefits that would accrue.

Uninsurable risks

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences, and political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Company. Initially, the Company will not maintain insurance against operational, political or environmental risks.

How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the Company‟s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

3 Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, please write the name of that person.

To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5

Signing Instructions

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

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: to sign under Power of Attorney, you must have already lodged this document with the Company‟s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting i.e. no

later than 9.00am EST on Monday, 29 November 2010. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at 311 Hay Street, Subiaco, WA 6008 or sent by facsimile to the registered office on (08) 9388 3701.

VICTORY WEST MOLY LIMITED ACN 009 144 503

PROXY FORM

Shareholder Details

Name: ……………………………………………………………………………………………………………………………………………….

Address: …………………………………………………………………………………………………………………………………………….

Contact Telephone No: …………………………………………………………………………………………………………………………….

Contact Name (if different from above): …………………………………………………………………………………………………………..

Appointment of Proxy

I/We being a shareholder/s of Victory West Moly Limited and entitled to attend and vote hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the Annual General Meeting of Victory West Moly Limited to be held at the Subiaco Arts Centre on Tuesday 30 November 2010 at 9.30 am (WST) and at any adjournment of that meeting.

The Chairman of the meeting (mark with an „X‟)
OR
If the person you are appointing as your proxy is someone other than the Chairman of the meeting:
Write the name of thatperson in the box below.
		You	must specify the % of your votes that you
	%	authorize your proxy to exercise if:
If you hold 2 or more Shares in Victory West Moly Limited, you may appoint a second		(a)	you have only appointed 1 proxy and do not
proxy:			want him/her to exercise all of your votes; or
Write the name ofyour secondproxy in the box below.		(b)	if you have appointed 2 proxies under this
	%		proxy form.

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the Annual General Meeting of Victory West Moly Limited to be held at the Subiaco Arts Centre on Tuesday 30 November 2010 at 9.30 am (WST) and at any adjournment of that meeting.

IMPORTANT:

If the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him/her how to vote on any of these resolutions, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on those resolutions (for which you have not given a direction) even if he/she has an interest in the outcome of the resolution/s and that votes cast by him/her, 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 on any of these resolutions, the Chairman of the meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote 100% of all undirected proxies in favour of each resolution.

Voting directions to your proxy – Please mark only one of the boxes with an “X” for each resolution to indicate your directions.

directions.
Business			For	Against	Abstain
Resolution	1.	Adoption of Remuneration Report
Resolution	2.	Re-election of Mr Wayne Knight as a Director
Resolution	3.	Ratification of prior issue of Shares
Resolution	4.	Proposed Issue of securities to acquire 25% of Victory West Pty
		Ltd
Resolution	5.	Variation of Class Rights
Resolution	6.	Approval of Proposed Issue of Shares

Note: If you mark the “Abstain” box with an “x” for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be

implemented Individual or Shareholder 1 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder 3
		Director/Company Secretary

Fax to (08) 9388 3701 - to be received by 9.00am EST Monday 29 November 2010