EV RESOURCES LTD — Proxy Solicitation & Information Statement 2013

Sep 22, 2013

South East Asia Resources Limited ABN 66 009 144 503

Notice of General Meetin g

General Meeting to be held at:

Time: 11.00 am (AWST) Date: Tuesday, 29 October 2013 Place: Subiaco Arts Centre 180 Hamersley Road SUBIACO WA 6008

This is an important document and should be read in its entirety. Please read it carefully. A Proxy Form is enclosed within this Notice of General Meeting and Explanatory Statement If you are unable to attend the 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.

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of shareholders of South East Asia Resources Limited ( “Company” or “SEAR” ) will be held at the Subiaco Arts Centre, 180 Hamersley Road, Subiaco, Western Australia on Tuesday, 29 October 2013 commencing at 11.00 am (AWST).

The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – Ratification of Issue of 10,625,000 Shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the allotment and issue of 10,625,000 fully paid ordinary shares on 25 January 2013, as detailed in the Explanatory Statement accompanying the Notice of General Meeting, is hereby ratified.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by a person who has participated in the issue and any associate of such 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 direction 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.

2. RESOLUTION 2 – Ratification of Issue of 5,000,000 Shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the allotment and issue of 5,000,000 fully paid ordinary shares on 31 May 2013, as detailed in the Explanatory Statement accompanying the Notice of General Meeting, is hereby ratified.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 2 by a person who has participated in the issue and any associate of such 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 direction 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.

3. RESOLUTION 3 – Ratification of Issue of 1,250,000 Shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the allotment and issue of 1,250,000 fully paid ordinary shares on 31 July 2013, as detailed in the Explanatory Statement accompanying the Notice of General Meeting, is hereby ratified.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by a person who has participated in the issue and any associate of such 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 direction 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.

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4. RESOLUTION 4 – Ratification of Issue of 14,111,591 Shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the allotment and issue of 14,111,591 fully paid ordinary shares on 18 September 2013, as detailed in the Explanatory Statement accompanying the Notice of General Meeting, is hereby ratified.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by a person who has participated in the issue and any associate of such 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 direction 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.

5. RESOLUTION 5 – Approval of Issue of 2,500,000 Shares

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot up to 2,500,000 fully paid ordinary shares as detailed in the Explanatory Statement accompanying the Notice of General Meeting.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by a person who may participate in the proposed issue of securities and any associate of such 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 direction 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 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 and the Explanatory Statement

Voting Entitlements

Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) permits the Company to specify a time, not more than 48 hours before the Meeting, at which a “snap shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting. The Directors have determined, pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), that the persons eligible to vote at the General Meeting are those who are Shareholders as at 11.00am (AWST) on Sunday, 27 October 2013.

By Order of the Board of Directors

Steven Pynt Chairman South East Asia Resources Limited 23 September 2013

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the General Meeting to be held at the Subiaco Arts Centre on Tuesday, 29 October 2013 at 11.00am (AWST).

The purpose of this Explanatory Statement is to provide Shareholders with sufficient information to assess the merits of the Resolutions in the accompanying Notice.

This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms and abbreviations in this Explanatory Statement are defined in the Glossary.

1. Resolution 1 – Ratification of Issue of 10,625,000 Shares

1.1 Background

Resolution 1 is seeking ratification under Listing Rule 7.4 for the prior issue of 10,625,000 Shares on 25 January 2013. These securities were issued to unrelated parties of the Company and within the 15% annual limit permitted by Listing Rule 7.1; and therefore without the need for Shareholder approval. The effect of Shareholders passing Resolution 1 and ratifying the issue will be to restore the Company’s ability to issue further capital to the maximum 15% limit during the next 12 months.

Notwithstanding an approval by Shareholders of Resolutions 1 to 4, any future equity raisings would remain subject to the 15% limit set out Listing Rule 7.1 (unless an exception under Listing Rule 7.2 applies).

1.2 Ratification under Listing Rule 7.4

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

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

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies a previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Ratification by the Shareholders of the Company is now sought pursuant to ASX Listing Rule 7.4 in order to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required, in the next 12 months without Shareholder approval.

Accordingly, the Company is seeking ratification by Shareholders for the past issue of 10,625,000 Shares 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.

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1.3 Information required by Listing Rule 7.5

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to the Shares the subject of Resolution 1:

• (a) the total number of shares issued by the Company on 25 January 2013 was 10,625,000 Shares;

• (b) The Shares were issued at an issue price of $0.024 per Share;

(c) the terms of the shares rank equally with all fully paid ordinary shares on issue; the shares were allotted upon receipt of conversion requests from non-related sophisticated and professional lenders under the terms of a convertible loan between the Company and the lenders, under which funds were advanced to the Company for working capital. The funds advanced attracted interest of 10% per annum and could be capitalised through the issue of Shares by agreement between the Company and the lenders;

• (d) the Shares were issued upon conversion of convertible loans issued to raise $255,000. Funds raised from the convertible loans went towards the working capital of the Company;

• (e) a voting exclusion statement is included in the Notice of Meeting.

The Directors recommend that Shareholders vote in favour of Resolution 1. This, together with Resolutions 2 to 4, will restore the 15% annual limit permitted by Listing Rule 7.1 and allow the Company to issue further securities without Shareholder approval.

2. Resolution 2 – Ratification of Issue of 5,000,000 Shares

2.1 Background

Resolution 2 is seeking ratification under Listing Rule 7.4 for the prior issue of 5,000,000 Shares on 31 May 2013 as consideration for the grant by Midland Energy Ltd of an option to the Company to acquire Tiger Coal Pty Ltd and Energy Investments Pty Ltd (“ Target Companies ”), the holders of three coal exploration licences in Tasmania, Australia (“ Option Agreement ”). These securities were issued to an unrelated party of the Company and within the 15% annual limit permitted by Listing Rule 7.1; and therefore without the need for Shareholder approval. The effect of Shareholders passing Resolution 2 and ratifying the issue will be to restore the Company’s ability to issue further capital to the maximum 15% limit during the next 12 months.

Notwithstanding an approval by Shareholders of Resolutions 1 to 4, any future equity raisings would remain subject to the 15% limit set out Listing Rule 7.1 (unless an exception under Listing Rule 7.2 applies).

2.2 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.

As noted above (section 1.2), ASX Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed issue represent more than 15%

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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.

2.3 Information required by Listing Rule 7.5

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to the Shares the subject of Resolution 2:

• (a) the total number of shares issued by the Company on 31 May 2013 was 5,000,000 Shares;

• (b) under the terms of the Option Agreement, the Company issued 5,000,000 ordinary shares at an issue price of $0.02 per Share as consideration for the grant to the Company of an option to acquire the Target Companies;

• (c) the terms of the shares rank equally with all fully paid ordinary shares on issue; (d) the shares were allotted to Midland Energy Ltd which holds all of the shares of the Target Companies, and which granted the option to the Company;

• (e)

• no funds were raised from the issue;

• (f)

• a voting exclusion statement is included in the Notice of Meeting.

The Directors recommend that Shareholders vote in favour of Resolution 2. This, together with Resolutions1, 3 and 4, will restore the 15% annual limit permitted by Listing Rule 7.1 and allow the Company to issue further securities without Shareholder approval.

3. Resolution 3 – Ratification of Issue of 1,250,000 Shares

3.1 Background

Resolution 3 is seeking ratification under Listing Rule 7.4 for the prior issue of 1,250,000 Shares on 31 July 2013 as consideration for extension of the option exercise period under the Option Agreement to 30 September 2013 in relation to the option to acquire the Target Companies. These securities were issued to an unrelated party of the Company and within the 15% annual limit permitted by Listing Rule 7.1; and therefore without the need for Shareholder approval. The effect of Shareholders passing Resolution 3 and ratifying the issue will be to restore the Company’s ability to issue further capital to the maximum 15% limit during the next 12 months.

Notwithstanding an approval by Shareholders of Resolutions 1 to 4, any future equity raisings would remain subject to the 15% limit set out Listing Rule 7.1 (unless an exception under Listing Rule 7.2 applies).

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.

As noted above (section 1.2), ASX Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed issue represent more than 15% of the company’s securities then on issue. Listing Rule 7.4 permits ratification of

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securities issued without prior shareholder approval under Listing Rule 7.1, provided the issue did not exceed the 15% threshold.

3.3 Information required by Listing Rule 7.5

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to the Shares the subject of Resolution 3:

• (a) the total number of shares issued by the Company on 31 July 2013 was 1,250,000;

• (b) under the terms of the Option Agreement, the Company issued 1,250,0000 ordinary shares at an issue price of $0.02 per Share as consideration for extension of the option period;

• (c) the terms of the shares rank equally with all fully paid ordinary shares on issue; (d) the shares were allotted to Midland Energy Ltd which holds all of the shares of the Target Companies;

• (e)

• no funds were raised from the issue;

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

The Directors recommend that Shareholders vote in favour of Resolution 3. This, together with Resolutions1, 2 and 4, will restore the 15% annual limit permitted by Listing Rule 7.1 and allow the Company to issue further securities without Shareholder approval.

4. Resolution 4 – Ratification of Issue of 14,111,591 Shares

4.1 Background

Resolution 4 is seeking ratification under Listing Rule 7.4 in connection with the prior issue of 15,000,000 Shares on 18 September 2013 in satisfaction of $300,000 Bond Subscription Fee in relation to a Bond Subscription Agreement the Company entered into with PA Broad Opportunity IV Limited ( PABO ) for the provision of up to A$10 million to the Company by way of unsecured bonds, convertible into Shares. A total of 14,111,591 shares was issued by the Company under Listing Rule 7.1 with the balance being issued in accordance with approval given by shareholders under Listing Rule 7.1A, which enables the Company to issue a further 10% of its share capital, at the Company’s Annual General Meeting held on 30 November 2012.

These securities were issued to an unrelated party of the Company and within the 15% & 10% annual limit permitted by Listing Rules 7.1 and 7.1A; and therefore without the need for Shareholder approval. The effect of Shareholders passing Resolution 4 and ratifying the issue will be to restore the Company’s ability to issue further capital to the maximum 15% limit during the next 12 months

Notwithstanding an approval by Shareholders of Resolutions 1 to 4, any future equity raisings would remain subject to the 15% limit set out Listing Rule 7.1 (unless an exception under Listing Rule 7.2 applies).

4.2 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.

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As noted above (section 1.2), ASX Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed issue 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.

4.3 Information required by Listing Rule 7.5

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to the Shares the subject of Resolution 4:

• (a) the total number of shares issued by the Company under Listing Rule 7.1 on 18 September 2013 was 14,111,591;

• (b) under the terms of the Bond Subscription Agreement, a $300,000 fee was payable by the Company by way of the issue of 15,000,0000 ordinary shares at an issue price of $0.02 per Share;

• (c) the terms of the shares rank equally with all fully paid ordinary shares on issue; (d) the shares were allotted to PA Broad Opportunity IV Limited, a non-related sophisticated and professional investor;

• (e) no funds were raised from the issue;

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

The Directors recommend that Shareholders vote in favour of Resolution 4. This, together with Resolutions1 to 3, will restore the 15% annual limit permitted by Listing Rule 7.1 and allow the Company to issue further securities without Shareholder approval.

5. Resolution 5 – Approval of 2,500,000 Shares Issue

5.1 Background

Resolution 5 is seeking approval under Listing Rule 7.1 for the proposed issue of up to 2,500,000 ordinary shares in satisfaction for the further extension of the option exercise period under the Option Agreement to 30 November 2013, as announced by the Company on 16 September 2013. This will provide the Company with the flexibility to issue equity securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval. The ordinary shares to be issued pursuant to Resolution 5 will rank equally in all respects with the currently issued existing ordinary shares in the Company.

Notwithstanding an approval by Shareholders of Resolutions 1 to 5, any future equity raisings would remain subject to the 15% limit set out Listing Rule 7.1 (unless an exception under Listing Rule 7.2 applies).

If shareholders do not approve Resolution 5, the Company will be required to pay $50,000 as consideration for the further extension of the option exercise period.

5.2 Approval under ASX Listing Rule 7.1

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.

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As noted above (section 1.2), ASX Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed issue 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.

5.3 Information required for approval under ASX Listing Rule 7.1

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders when seeking an approval under Listing Rule 7.1:

• (a) The maximum number of of securities to be issued under Resolution 5 is 2,500,000 ordinary shares;

• (b) The Shares to be issued under Resolution 5 will be issued as soon as practicable after the General Meeting and in any event the Shares will be issued no later than three (3) months after the date of the General Meeting or such later date as the ASX may permit.;

• (c)

• The Shares will be issued at a price of $0.02 per Share;

• (d) the shares will be issued to Midland Energy Ltd which holds all the shares of the Target Companies;

• (e) the terms of the shares will rank equally with all fully paid ordinary shares on issue;

• (f) no funds will be raised from the issue;

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

The Directors recommend that Shareholders vote in favour of Resolution 5. This, together with Resolutions 1 to 4, will restore the 15% annual limit permitted by Listing Rule 7.1 and allow the Company to issue further securities without Shareholder approval.

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Voting, Proxy Appointment and Meeting Instructions

HOW TO VOTE

Shareholders can vote by either:

• (a) attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

• (b) appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice and by submitting their proxy appointment and voting instructions in person, by post, or by facsimile.

VOTING IN PERSON (OR BY ATTORNEY)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting.

PROXY FORM

To be effective, the Proxy Form (and any power of attorney or other authority, if any, under which it is signed) or a copy of facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be validly completed and returned by

• (a) Person: Computershare Investor Services Pty Ltd, Level 2, 45 St George’s Terrace, PERTH WA 6000;

• (b) Post: Computershare Investor Services Pty Ltd, GPO Box 242, MELBOURNE VIC 3001; or

• (c) Facsimile: 1800 783 447 (within Australia) or (+61 3) 9473 2555 (outside Australia);

so that it is received not later than 11.00am (AWST) on Sunday, 27 October 2013.

Proxy Forms received later than this time will be invalid.

VOTING BY PROXY

Please note that a Shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies. The proxy may, but need not be, a member of the Company and may be an individual person or a body corporate. 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. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

The appointment of a proxy may specify the proportion or the number of votes that the proxy is appointed to exercise, but where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder’s votes that each proxy may exercise, each proxy may exercise half of the votes.

If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.

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Should any resolution, other than those specified in the Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

Shareholders who return their Proxy Form with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the Resolutions proposed in the Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions.

VOTING BY A CORPORATION

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. Any such appointment must comply with the execution and appointment requirements set out on the Proxy Form and otherwise with the provisions of sections 127 and 250D of the Corporations Act or with the legal requirements of the country in which that corporate Shareholder was incorporated. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed. Shareholders can download and fill out the 'Appointment of Corporate Representation' form from Computershare’s website at www.investorcentre.com under the information tab, “Downloadable Forms”.

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GLOSSARY

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

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.
ASX Listing Rules or Listing Rules	the Listing Rules of the ASX.
AWST	Australian Western Standard Time.
Board	Board of Directors.
Business Day	a day (not being a Saturday, Sunday or public holiday) on which
	banks are open for general banking business in Sydney.
Company	South East Asia Resources Limited (ACN 009 144 503).
Constitution	Constitution of the Company.
Corporations Act	Corporations Act 2001 (Cth).
Director	a Director of the Company.
equity securities	has the same meaning as in the Listing Rules.
Explanatory Statement	the explanatory statement accompanying the Notice of Meeting.
Notice	the notice of General Meeting accompanying the Explanatory
	Statement.
Option Agreement	has the meaning given at section 2.1 of this Explanatory Statement..
Proxy Form	the proxy form accompanying the Notice.
Resolution	a resolution to be considered at the Meeting as contained in the
	Notice.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a registered holder of a Share.
Target Companies	has the meaning given at section 2.1 of this Explanatory Statement.

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South East Asia Resources Limited ABN 66 009 144 503

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 SXI MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 11.00am (AWST) Sunday 27 October 2013

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

 http://www.investorcentre.com

View or update your securityholding, 24 hours a day, 7 days a week:

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



I 9999999999 I ND

==> picture [21 x 21] intentionally omitted <==

to indicate your directions

XX

I/We being a member/s of South East Asia Resources Limited hereby appoint

==> picture [21 x 21] intentionally omitted <==

the Chairman of the Meeting

OR



PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of South East Asia Resources Limited to be held at Subiaco Arts Centre, 180 Hamersley Road, Subiaco, WA 6008 on Tuesday 29 October 2013, at 11.00am and at any adjournment or postponement of that meeting.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolution 1 Ratification of Issue of 10,625,000 Shares Resolution 2 Ratification of Issue of 5,000,000 Shares Resolution 3 Ratification of Issue of 1,250,000 Shares Resolution 4 Ratification of Issue of 14,111,591 Shares Resolution 5 Approval of Issue of 2,500,000 Shares

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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