FOCUS MINERALS LTD — Proxy Solicitation & Information Statement 2009

Mar 2, 2009

FOCUS MINERALS LTD ACN 005 470 799

NOTICE OF GENERAL MEETING

TIME : 2.00 pm (WST) DATE : Friday 3[rd] April 2009 PLACE : Freshwater Bay Room, Hyatt Regency Perth, 99 Adelaide Terrace, Perth, WA

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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CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	10
Proxy Form	11
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2.00 pm (WST) on 3[rd] April 2009 at:

Freshwater Bay Room, Hyatt Regency Perth, 99 Adelaide Terrace, Perth, WA

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the 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:

• (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 5.00pm (WST) on 1 April 2009.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 2.00 pm (WST) on 3 April 2009 at the Freshwater Bay Room, Hyatt Regency Perth, 99 Adelaide Terrace, Perth, Western Australia.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 5.00 pm (WDST) on 1 April 2009.

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

AGENDA

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES

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 100,000,000 Shares 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.

2. RESOLUTION 2 – ISSUE OF TRANCHE 2 PLACEMENT SHARES

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 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 1,150,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution 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.

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3. RESOLUTION 3 – ISSUE OF SHARES TO RELATED PARTIES UNDER THE SHARE PURCHASE PLAN

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 10.11 and for all other purposes, approval is given for the issue of up to 1,750,000 Shares to related parties of the Company in accordance with the Share Purchase Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by their Directors (or their respective nominees), any of their associates (including any associates of the nominee if appropriate) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities. 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: 27 FEBRUARY 2009

BY ORDER OF THE BOARD

JON GRYGORCEWICZ FOCUS MINERALS LTD COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 2.00 pm (WST) on 3 April 2009 at the Freshwater Bay Room, Hyatt Regency Perth, 99 Adelaide Terrace, Perth, Western Australia.

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. BACKGROUND

1.1 Company Overview

Following the Company’s acquisition of the balance of the Redemption Joint Venture from Committee Bay Resources Ltd in April 2008, the Company has made significant advances on the road to achieving its corporate goal of producing 100,000 ozs of gold annually on a sustainable basis.

The first significant advance was the culmination of years of exploration effort in bringing the Coolgardie Gold Project’s inaugural project into its production phase with the maiden gold pour from the Perseverance Gold Deposit.

The Company has recently announced significant increases in its gold resources which, together with encouraging results from the Company’s other land holdings and the continuing strong gold price, has led the Board to make the decision that it is now an appropriate time to proceed with the refurbishment of its fully permitted 1.2Mt per annum Three Mile Hill Treatment Plant ( Plant Refurbishment ).

It is anticipated that, once completed, the Plant Refurbishment will enable the Company to rapidly expand gold output at Coolgardie, eliminating the current production bottleneck imposed by capacity constraints at the Greenfields Treatment Plant. In addition, it will result in significant ongoing operating cost reductions incurred by the Company.

The anticipated cost of the Plant Refurbishment is approximately A$18 million. In addition to the Plant Refurbishment it is the intention of the Directors to accelerate the Company’s exploration strategy to capitalize on the current market price for gold.

1.2 Capital Raising

As announced on 24 February 2009, the Company has entered into an agreement ( Mandate Agreement ) with Azure Capital Pty Ltd ( Azure ) pursuant to which Azure has agreed to act as Corporate Advisor to the Company in relation to a capital raising to be undertaken by the Company ( Capital Raising ).

The Capital Raising comprises of:

• (a) the placement of up to 1,250 million Shares at an issue price of $0.02 each to raise up to $25,000,000 ( Share Placement ); and

• (b) the offer of up to 150,000,000 Shares at an issue price of $0.02 each to Shareholders pursuant to the Share Purchase Plan to raise up to $3,000,000 ( SPP Offer ).

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The Shares issued pursuant to the SPP Offer will be issued following completion of the Share Placement using the Company’s 15% capacity under ASX Listing Rule 7.1 as at the time of issue of those Shares.

In accordance with the terms of the Mandate Agreement, the Share Placement will occur in two tranches as follows:

• (a) 100 million Shares to be issued using the Company’s existing capacity under ASX Listing Rule 7.1 ( Tranche 1 Placement Shares ) (the ratification of which is the subject of Resolution 1); and

• (b) the issue of up to 1,150 million Shares subject to Shareholder approval being obtained in relation to Resolution 2 ( Tranche 2 Placement Shares ).

The Company will pay Azure $20,000 and 6% of monies raised pursuant to the Share Placement in consideration for services provided by Azure as Corporate Advisor to the Company.

1.3 Use of Funds

The Company intends to apply the funds raised from the Capital Raising as follows:

• (a) $18,000,000 for the refurbishment and modernisation of the Three Mile Hill Treatment Plant;

• (b) $8,350,000 for the advancement of resource development exploration activities within the Company’s Coolgardie Gold Project; and

• (c) the balance towards costs associated with the Share Placement and the SPP Offer and otherwise for general working capital purposes.

2. RESOLUTION 1 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES

2.1 General

On 27 February 2009, the Company issued 100,000,000 Shares (being the Tranche 1 Placement Shares as detailed in Section 1.2).

The subscribers pursuant to this issue were not related parties of the Company.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares ( Share 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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2.2 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 Share Ratification:

• (a) 100,000,000 Shares were allotted;

• (b) the issue price was $0.02 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to professional and sophisticated investor clients of Azure Capital Pty Ltd; and

• (e) the funds raised from this issue were and will be used for the purposes outlined in Section 1.3.

3. RESOLUTION 2 – ISSUE OF TRANCHE 2 PLACEMENT SHARES

3.1 General

Resolution 2 seeks Shareholder approval for the allotment and issue of up to 1,150 million Shares at an issue price of $0.02 per Share (being the Tranche 2 Placement Shares as detailed in Section 1.2).

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

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 2 will be to allow the Directors to issue the Tranche 2 Placement Shares during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Tranche 2 Placement Shares:

• (a) the maximum number of Shares to be issued is 1,150 million Shares;

• (b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules), and it is intended that allotment will occur on the same date;

• (c) the issue price will be $0.02 per Share;

• (d) the Shares will be allotted and issued to professional and sophisticated investor clients of Azure Capital Pty Ltd but will not be related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the funds raised from the Placement will be used for the purposes described in Section 1.3 above.

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4. RESOLUTION 3 – ISSUE OF SHARES TO RELATED PARTIES UNDER THE SHARE PURCHASE PLAN

4.1 Background

As detailed in Section 1.2, the Shares issued pursuant to the SPP Offer will be issued using the Company’s 15% capacity under ASX Listing Rule 7.1 and the Company is not relying on Exception 8 in ASX Listing Rule 10.12 (or Exception 15 in ASX Listing Rule 7.2). Therefore, Shareholder approval is required for related parties to participate in the SPP Offer.

The Company wishes to allow:

• (a) each of the existing Directors of the Company who are Shareholders; and

• (b) Shareholders that are related parties of the Company by virtue of their association with those Directors,

(together the Related Party Participants ) to participate in the SPP Offer in accordance with the terms and conditions of that offer.

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The Related Party Participants are related parties of the Company. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the purposes of ASX Listing Rule 10.11 for the Related Party Participants to subscribe for Shares under the SPP Offer.

It is noted that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

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

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The Directors are related parties of the Company by virtue of being directors and those Shareholders that are related parties of the Company by application of Section 228 of the Corporations Act. Issuing the Related Party Participants with Shares under the SPP Offer constitutes giving a financial benefit to a related party.

It is the view of the Directors that the exceptions set out in Sections 210 and 215 of the Corporations Act apply on the basis that all Shareholders are being given the opportunity to participate in the SPP Offer on the same terms as the Related Party Participants. Accordingly, Shareholder approval is not being sought under section 208 of the Corporations Act for the Related Party Participants to participate in the SPP Offer.

4.2 Shareholder Approval (ASX Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Shares to the Related Party Participants:

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• (a) the related parties are:

• (i) Mr Donald Taig, Mr Peter Williams, Mr Phil Lockyer and Mr Christopher Hendricks who are related parties by virtue of being Directors;

• (ii) Lugano Enterprises Pty Ltd and Tizon Pty Ltd who are related parties by virtue of being entities associated with Mr Donald Taig; and

• (iii) Mrs Karen Taig who is a related party by virtue of being Mr Donald Taig’s spouse;

• (b) the maximum number of Shares to be issued to each Related Party Participants is 250,000;

• (c) the maximum number of Shares to be issued amongst all the Related Party Participants is 1,750,000 Shares;

• (d) the Shares will be issued to the Related Party Participants no later than one month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date;

• (e) the Shares will be issued for consideration of $0.02 per Share being the same price as the Shares offered to all Shareholders under the SPP Offer. Accordingly a maximum of $35,000 will be raised if each of the Related Party Participants acquires 250,000 Shares under the SPP Offer, which will comprise part of the Capital Raising and be dealt with as per the other funds raised from the Capital Raising as discussed in Section 1.3 above;

• (f) the Shares issued will rank equally with the Company’s current issued Shares;

• (g) the Directors decline to make a recommendation to Shareholders in relation to Resolution 3 due to their material personal interest in the outcome of the Resolution; and

• (h) approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Related Party Participants as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Related Party Participants will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

5. ENQUIRIES

Shareholders are required 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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GLOSSARY

$ means Australian dollars.

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 of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

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

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

Shareholder means a holder of a Share.

Share Purchase Plan means the Company’s share purchase plan.

WDST means Western Daylight Saving Time as observed in Perth, Western Australia.

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

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PROXY FORM

APPOINTMENT OF PROXY FOCUS MINERALS LTD ACN 005 470 799

GENERAL MEETING

==> picture [425 x 50] intentionally omitted <==

I/We

of

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

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 2.00 pm (WST), on 3 April 2009 at Freshwater Bay Room, Hyatt Regency Perth, 99 Adelaide Terrace, 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 General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 3 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 3 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 3 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 3 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 3.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Ratification of Issue of Tranche 1 Placement Shares Resolution 2 – Issue of Tranche 2 Placement Shares Resolution 3 – Issue of Shares to Related Parties under the Share Purchase Plan

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.

Signature of Member(s): Individual or Member 1 Sole Director/Company Secretary Contact Name: ____	Date: ____ Member 2 Member 3 Director Director/Company Secretary __ Contact Ph (daytime): ____

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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 a 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.

1. ( 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.

( 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.

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

• ( 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 5.00 pm (WDST) on 1 April 2009.

Proxy forms received later than this time will be invalid.

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