FOCUS MINERALS LTD — AGM Information 2010

Oct 24, 2010

NOTICE OF ANNUAL GENERAL MEETING

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Focus Minerals ltd acn 005 470 799

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NOTICE OF MEETING
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notice oF annual General MeetinG

tiMe : 3.00pm (WST) date : 26 November 2010 Place : Conference Room 1 Mantra on Murray 305 Murray Street PeRTh WA 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to ~~contact the Company Secretary on (+61 8) 9215 7888.~~

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NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	11
Schedule 1 – Terms and Conditions of Options	12
Annexure A – Nominate of Auditor	13
Proxy Form	14

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 3.00pm (WST) on 26 November 2010 at: Conference Room 1

Mantra on Murray 305 Murray Street PERTh WA 6000

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.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by: post to Focus Minerals Ltd, PO Box Z5422, St Georges Terrace, Perth WA 6831; or facsimile to the Company on facsimile number (+61 8) 9215 7889,

so that it is received not later than 3.00pm (WST) on 24 November 2010. Proxy Forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the annual general meeting of Shareholders will be held at 3.00pm (WST) on 26 November 2010 at Conference Room 1, Mantra on Murray, 305 Murray Street, Perth WA.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5.00pm (WST) on 24 November 2010. Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2010 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2010.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – CHRISTOPHER HENDRICkS

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Christopher hendricks, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – APPOINTMENT OF AUDITOR

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

“That, subject to ASIC granting its consent to the resignation of the Company’s current auditor, Grant Thornton (WA) Partnership, for the purposes of Section 327B of the Corporations Act and for all other purposes, Grant Thornton Audit Pty Ltd, having been nominated and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company and the Directors be authorised to set its remuneration.”

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 50,848,464 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. 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.

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NOTICE OF ANNUAL GENERAL MEETING

5. RESOLUTION 5 – ADOPTION OF EMPLOYEE INCENTIVE OPTION SCHEME

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the Company to adopt an incentive option scheme (Scheme), a summary of which is set out in the Explanatory Statement accompanying this Notice of Meeting.”

Short Explanation: The Scheme is designed to be an incentive to key people who assist in the successful development and operation of the Company. Approval is sought pursuant to ASX Listing Rule 7.2 (Exception 9) so that Options issued pursuant to the Scheme are not included in the Company’s 15% capacity for the purposes of ASX Listing Rule 7.1. Please refer to the Explanatory Statement for further details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by the Directors of the Company (except those who are ineligible to participate in any employee incentive option scheme in relation to the Company) and any of their associates. 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.

DATED: 21 October 2010 BY ORDER OF ThE BOARD

Jon Grygorcewicz COMPANY SECRETARY

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NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 3.00pm (WST) on 26 November 2010 at Conference Room 1, Mantra on Murray, 305 Murray Street, Perth WA. This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2010 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

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 is available on its website at www.focusminerals.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. however, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2010.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – CHRISTOPHER HENDRICkS

Clause 13.2 of the Constitution requires that at the Company’s annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election. The Company currently has three Directors and accordingly one must retire.

Christopher hendricks, the Director longest in office since his last election, retires by rotation and seeks re-election.

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NOTICE OF ANNUAL GENERAL MEETING

1. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – OPTIONS

4. RESOLUTION 3 – APPOINTMENT OF AUDITOR

The Company’s auditor, Grant Thornton (WA) Partnership has acted as the Company’s auditors for a number of years.

To facilitate a new audit firm operating structure, an authorised audit company, Grant Thornton Audit Pty Ltd, has been established to conduct audit engagements.

Subject to approval by Shareholders, the appointment of Grant Thornton Audit Pty Ltd will be effective for the 2011 financial year. Grant Thornton (WA) Partnership remained responsible for the audit for the 2010 financial year.

Resolution 3 is conditional upon ASIC’s consent to the resignation of the Company’s current auditor, Grant Thornton (WA) Partnership, as this is a pre-condition to the auditor under the existing audit firm partnership structure being able to resign. The Company anticipates that this consent will be forthcoming.

In accordance with section 328B of the Corporations Act, notice in writing nominating Grant Thornton Audit Pty Ltd has been given to the Company by a Shareholder. A copy of this nomination is annexed to this Explanatory Statement and marked Annexure A.

The Directors recommend that the Shareholders vote in favour of this Resolution.

5.1 GENERAL

In March 2010, the Company issued 50,848,464 Options to employees and consultants of the Company as a reward and incentive to promote motivation, company ownership and loyalties (Option Placement).

The recipients of the Options the subject of the Option Placement were not related parties of the Company.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Options the subject of the Option Placement (Option Ratification).

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 in the same class 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 the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX 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.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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NOTICE OF ANNUAL GENERAL MEETING

5.2 TECHNICAL INFORMATION REqUIRED BY ASX LISTING RULE 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Option Ratification:

• (a). 50,848,464 Options were allotted;

• (b). the Options were issued for nil cash consideration;

• (c). the Options were issued on the terms and conditions set out in Schedule 1;

(d). the Options were allotted and issued to consultants and employees of the Company, none of whom are related parties of the Company;

(e). the Options shall vest if the Company achieves a Total Shareholder Return for the 12 months prior to the relevant vesting date set out below at least within the 2nd quartile of prescribed comparable entities ( TSR Hurdle ) and, subject to achievement of the TSR hurdle:

(i). 25,424,232 Options exercisable on or before 31 December 2012 at an exercise price of $0.075 each shall vest on 1 July 2011 ( Class A Options ); and

(ii) 25,424,232 Options exercisable on or before 31 December 2012 at an exercise price of $0.078 each shall vest on 1 July 2012 ( Class B Options ); and

(f). no funds were raised from the issue of the Options as they were issued in consideration for their services to the Company and to promote motivation, company ownership and loyalty.

1. RESOLUTION 5 - ADOPTION OF EMPLOYEE INCENTIVE OPTION SCHEME

6.1 BACkGROUND

ASX Listing Rule 7.1 requires a listed company to obtain shareholder approval prior to the issue of shares, or securities convertible into

shares, representing more than 15% of the issued capital of that company in any rolling 12 month period.

An exception to ASX Listing Rule 7.1 is set out in ASX Listing Rule 7.2 (Exception 9), which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the plan.

Resolution 5 seeks Shareholder approval for the adoption of the “Focus Minerals Ltd Employee Incentive Option Scheme” ( Scheme )

to allow the issue of Options under the Scheme as an exception to ASX Listing Rule 7.1 in accordance with ASX Listing Rule 7.2 (Exception 9).

Shareholders should note that no Options have previously been issued under this Scheme and the objective of the Scheme is to attract, motivate and retain key employees and consultants.

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NOTICE OF ANNUAL GENERAL MEETING

6.2 TERMS OF SCHEME

It is considered by the Directors that the adoption of the Scheme and the future grant of Options under the Scheme will provide selected employees and consultants with the opportunity to participate in the future growth of the Company.

The detailed terms and conditions of the Scheme may be obtained free of charge by contacting the Company. A summary of the terms and conditions of the Scheme is set out below.

General

The Board may from time to time, in its absolute discretion, offer to grant Options to eligible participants under the Scheme.

Each Option will be issued for no consideration and will carry the right in favour of the Optionholder to subscribe for one (1) Share in the capital of the Company.

The Board may determine the exercise price of the Options in its absolute discretion. Subject to the ASX Listing Rules, the exercise price may be nil but to the extent the ASX Listing Rules specify or require a minimum price, the exercise price in respect of an offer made following the day on which Shares are first quoted on the Official List must not be less than any minimum price specified in the ASX Listing Rules.

Eligible Participants

Full time employees, part time employees and consultants of the Company or an associated body corporate (the Group ) are eligible to participate in the Scheme ( Eligible Participant ).

Vesting

• (a). Subject to a Trigger Event (as detailed below), an Option granted under the Scheme will not vest unless any conditions which must be satisfied or circumstances which must exist before the Options vest, as determined by the Board from time to time ( Vesting Conditions ) (if any) have been satisfied and the Board has notified the Eligible Participant.

• (b). A vested Option may only be exercised once the Board has notified the Eligible Participant that the Vesting Conditions attached to the Options have been satisfied.

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NOTICE OF ANNUAL GENERAL MEETING

Lapse of Options

Subject to the terms of the offer made to a participant under the Scheme (and other than in the case of Death, Permanent Disability, Retirement or Redundancy), a participant’s Options will lapse immediately and all rights in respect of those Options will thereupon be lost if, in respect of a Participant or an Offer:

• (a). the Eligible Participant ceases to be an employee or director of, or to render services to, a member of the Company before the applicable date on which the Options vest ( Vesting Date );

• (b). a Vesting Date cannot be met;

• (c). the date which is two (2) years after the date of the grant of that Option, or such other date as the Board determines in its discretion with respect to that Option at the time of the grant of that Option ( Lapsing Date ) has passed; or

• (d). the Eligible Participant ceases to be an employee or director of, or to render services to, a member of the Company after the applicable Vesting Date for reasons other than poor performance, fraud or gross misconduct, the Employee will be provided with an additional 30 days within which to exercise any unexpired Options. If still unexercised, the Options will lapse on expiry of the 30 days,

whichever is the earlier.

Participation in Future Issues

There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. however, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the exercise price of the Options shall be reduced in accordance with the formula in the ASX Listing Rules.

In the event of a bonus issue of Shares being made pro-rata to Shareholders (other than an issue in lieu of dividends), the number of Shares issued on exercise of each Option will include the number of bonus Shares that would have been issued if the Option had been exercised prior to the record date for the bonus issue. No adjustment will be made to the exercise price per Share of the Option.

Reorganisation

The terms upon which Options will be granted will not prevent them being reorganised as required by the ASX Listing Rules on the reorganisation of the capital of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

Trigger Events

Upon the occurrence of certain trigger events (for example the receipt by the Company of a bidder’s statement in respect of the Company) (Trigger Event), the Directors may determine:

• (a). in respect of Options that have vested as at the date of the Trigger Event ( Vested Options ), the Directors in their sole discretion may determine:

(I). that the Vested Options may be exercised at any time from the date of such determination, and in any number until the date determined by the Directors acting bona fide so as to permit the holder to participate in any change of control arising from a Trigger Event, provided that the Directors will forthwith advise in writing each holder of such determination. Thereafter, the Vested Options shall lapse to the extent they have not been exercised; or

(ii). to use their reasonable endeavours to procure that an offer is made to holders of Vested Options on like terms (having regard to the nature and value of the Vested Options) to the terms proposed under the Trigger Event in which case the Directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Vested Options shall immediately become exercisable and if not exercised within 10 days, shall lapse; and

(b). in respect of Options that have not vested as at the date of the Trigger Event ( Unvested Options ), the Directors must use their reasonable endeavours to procure that an offer is made to holders of the Unvested Options on like terms (having regard to the nature and value of the Unvested Options) to the terms proposed under the Trigger Event in which case the Directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Unvested Options shall immediately lapse and all rights in respect of those Unvested Options will thereupon be lost.

6.3 ASX LISTING RULES

ASX Listing Rule 7.1 sets a 15% limit on the number of ordinary securities which the Company can issue in any 12 month period without shareholder approval. ASX Listing Rule 7.2 (Exception 9) provides that an issue of securities made under an employee incentive scheme (such as the Scheme) is not counted for the purposes of ASX Listing Rule 7.1, provided that certain conditions have been met.

One such condition is that shareholders have, within the last 3 years, approved the issue of securities under the Scheme as an exception to ASX Listing Rule 7.1. Such shareholder approval is sought by Resolution 5.

Other conditions include:

• (a). the requirement that the notice of meeting to shareholders includes a summary of the Scheme; and

(b). the requirement to state the number of securities issued under the Scheme since the date of last approval.

A summary of the Scheme is provided above and a full copy of the terms of the Scheme can be obtained by contacting the Company.

7. ENqUIRIES

Shareholders are requested to contact the Company Secretary on (+ 61 8) 9215 7888 if they have any queries in respect of the matters set out in these documents.

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NOTICE OF ANNUAL GENERAL MEETING

GLOSSARY

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Focus Minerals Ltd (ACN 005 470 799).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Scheme means the Focus Minerals Ltd Employee Incentive Option Scheme.

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

Shareholder means a holder of a Share.

Total Shareholder Return means the change in capital value of an entity over a 12 month period, plus dividends, expressed as a plus or minus percentage of their opening value.

WST means Western Standard Time as observed in Perth, Western Australia.

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NOTICE OF ANNUAL GENERAL MEETING

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a). Each Option gives the Optionholder the right to subscribe for one Share. (b). The Options will expire at 5.00pm (WST) on 31 December 2012 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. (c). The amount payable upon exercise of each: (i). Class A Option will be $0.075; and (ii). Class B Option will be $0.078, (together, the Exercise Price ). (d). The Options shall vest as set out in section 5.2. (e). The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. (f). An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date: (i). a written notice of exercise of Options specifying the number of Options being exercised; and (ii). a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised; ( Exercise Notice ). (g). An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds. (h). Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice. (i). The Options are not transferable. (j). All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares. (k). The Company will not apply for quotation of the Options on ASX. however, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares. (l). If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction. (m). There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. however, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. (n). An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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ANNEXURE A - NOTICE OF NOMINATION OF AUDITOR

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PROXY FORM

APPOINTMENT OF PROXY

ANNUAL GENERAL MEETING

FOCUS MINERALS LTD ACN 005 470 799

I/We

of

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being a member of Focus Minerals Ltd entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 3.00pm (WST), on 26 November 2010 at Conference Room 1, Mantra on Murray, 305 Murray Street, Perth WA, and at any adjournment thereof. If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 4 and 5 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 4 and 5 and that votes cast by the Chair of the Annual General Meeting for Resolutions 4 and 5 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 4 and 5 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 4 and 5.

OR

VOTING ON BUSINESS OF THE ANNUAL GENERAL MEETING

			FOR	AGAINST	ABSTAIN
Resolution	1	– Adoption of remuneration report			
Resolution	2	– Re-election of Director – Christopher hendricks			
Resolution	3	– Appointment of Auditor			
Resolution	4	– Ratifcation of Prior Issue – Options			
Resolution	5	– Adoption of Employee Incentive Option Scheme			

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is ________%

Signature of Member(s): Date: ________

Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: __________ Contact Ph (daytime): ____

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NOTICE OF ANNUAL GENERAL MEETING

FOCUS MINERALS LTD ACN 005 470 799

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies

to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form.

Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two

proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is

not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3.

( Signing Instructions ):

( Individual ): Where the holding is in one name, the member must sign.

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

( Power of Attorney ): If you have not already provided 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

4.

5.

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

( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a). post to Focus Minerals Ltd, PO Box Z5422, St Georges Terrace, Perth WA 6831; or

(b). facsimile to the Company on facsimile number +61 8 9215 7889,

so that it is received not later than 3.00pm (WST) on 24 November 2010.

Proxy forms received later than this time will be invalid.

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