FORTUNA METALS LTD — AGM Information 2008

Oct 13, 2008

FRONTIER RESOURCES LIMITED ACN 095 684 389

NOTICE OF ANNUAL GENERAL MEETING

TIME: 12:30pm (WST) DATE: 13th November 2008 PLACE: QV1 Conference Centre Level 2, 250 St Georges Terrace 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 (08) 6468 0388.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 6 Proxy Form 10

TIME AND PLACE O F MEETING AND HO W TO VO TE

VENUE

The Annual General Meeting of the Shareholders of Frontier Resources Limited to which this Notice of Meeting relates will be held at 12:30pm (WST) on 13th November 2008 at:

QV1 Conference Centre, Level 2, 250 St Georges Terrace 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 proxy form enclosed and send the proxy form:

(a) by post to Frontier Resources Limited, Unit 6, 34 York Street, North Perth, Western Australia; or

(b) by facsimile to the Company on facsimile number (08) 9228 0704,

so that it is received not later than 12:30pm (WST) on 11th November 2008.

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 of Frontier Resources Limited will be held at 12:30pm (WST) on 13th November 2008 at QV1 Conference Centre, Level 2, 250 St Georges Terrace Perth WA 6000.

The Explanatory Statement to this Notice of Meeting 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 General Meeting are those who are registered Shareholders of the Company at the close of business on 11th November 2008.

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

AGENDA

ORDINARY BUSINESS

Reports and Accounts

To receive and consider the financial statements of the Company for the year ended 30th June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and auditor’s report.

1. RESOLUTION 1 – ADOPTION OF THE 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 purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company’s annual financial report for the year ended 30th June 2008.”

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

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR GRAHAM FISH

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

“That, for all purposes, Mr Graham Fish, a director of the Company who retires by rotation in accordance with clause 16.1 of the Constitution and, being eligible, is re-elected as a Director of the Company.”

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3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR HUGH DAVID SWAINE

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

“That, for all purposes, Mr Hugh David Swaine, a director of the Company who retires by rotation in accordance with clause 16.1 of the Constitution and, being eligible, is re-elected as a Director of the Company.”

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR CES E IEWAGO

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

“That, for all purposes, Mr Ces Edward Iewago, a director of the Company who retires by rotation in accordance with clause 16.1 of the Constitution and, being eligible, is re-elected as a Director of the Company.”

5. RESOLUTION 5 – APPOINTMENT OF AUDITOR

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

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, BDO Kendalls Audit and Assurance (WA) Pty Ltd], having been nominated and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company.”

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6. RESOLUTION 6 – REMUNERATION OF NON-EXECUTIVE DIRECTORS

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

“That for the purposes of clause 17.1 of the Constitution, Listing Rule 10.17 of the Listing Rules of the ASX Limited and all other purposes, the Company approves the maximum aggregate amount that may be paid to non-executive Directors as remuneration for their services in each financial year be set at $150,000 which may be divided among those Directors in the manner determined by the Board of the Company from time to time..”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a Director of the Company and any of their associates.

DATED: 8 October 2008.

BY ORDER OF THE BOARD

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FRONTIER RESOURCES LIMITED JAY STEPHENSON COMPANY SECRETARY

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at QV1 Conference Centre, Level 2, 250 St Georges Terrace at 12:30pm (WST) on 13th November 2008.

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 DIRECTORS’ REPORTS

In accordance with the Company’s Constitution, the business of the meeting will include receipt and consideration of the Company’s Financial Report and reports of directors and auditors for the year ended 30th June 2008.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Directors’ Report in the Company’s 2008 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

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, Shareholders should note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2 – RE-ELECTION OF MR GRAHAM FISH

Clause 16.1 of the Constitution requires that one-third of all Directors (other than the Managing Director) must retire by rotation at an annual general meeting.

A Director who retires under clause 16.1 of the Constitution is eligible for re-election.

Mr Graham Fish retires in accordance with clause 16.1 of the Constitution and, being eligible, seeks re-election.

4. RESOLUTION 3 & 4 – RE-ELECTION OF DIRECTORS MR HUGH DAVID SWAIN AND MR CES EDWARD IEWAGO

Clause 15.4 of the Constitution requires any director appointed during a year must retire at the next following general meeting of the Company and will then be eligible for re-election.

Mr Hugh David Swain and Mr Ces Edward Iewago were appointed as directors since the last general meeting and retire in accordance with clause 15.4 of the Constitution and, being eligible, seeks re-election.

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5. APPOINTMENT OF AUDITOR

The Company moved its Registered Office from Gold Coast to Perth during the year and it is more efficient for the audit partner to be based in Perth rather than Brisbane.

BDO Kendalls (Qld) is considered under the Corporations Act to be a different auditor to BDO Kendalls Audit and Assurance (WA) Pty Ltd and as such, shareholder approval must be obtained.

The Directors have considered this matter and now recommend that BDO Kendalls Audit and Assurance (WA) Pty Ltd be appointed and that Shareholders consider this resolution. The Company acknowledges that BDO Kendalls Audit and Assurance (WA) Pty Ltd has in writing consented to being appointed as the Company’s auditor.

In accordance with the Corporations Act, Mr Robert McNeil, a Shareholder, and Chairman, has nominated that BDO Kendalls Audit and Assurance (WA) Pty Ltd be appointed auditors. A Copy of that nomination is attached to the Notice of Annual General Meeting (Annexure A).

6. REMUNERATION OF NON-EXECUTIVE DIRECTORS

Clause 7.1 of the Constitution requires that the aggregate remuneration that may be paid to Non-Executive Directors of the Company be set by the Company in a general Meeting.

Resolution 6 sees Shareholder approval to increase the maximum aggregate remuneration that may be paid to Non-Executive Directors from $100,000 to $150,000 per annum. The current level of Non-Executive Directors remuneration has not been adjusted since 2003. During the year the Company appointed two additional non-executive Directors and is now in a position where it very little scope to extend the board or increase director fees if required.

The current remuneration to non-executive Directors is as follows:

Director	Remuneration
Robert McNeil	$30,000
Warren Staude	$20,000
David Swain	$20,000
Ces Iewago	$20,000
Total	$90,000

7. RECOMMENDATION

The Board believes that the resolutions to be proposed at the Company’s Annual General Meeting are in the best interests of the Company and (except where otherwise stated) unanimously recommend that shareholders vote in favour of each resolution.

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GLOSSARY

$ means Australian dollars.

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

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 Days means any day other than a Saturday, Sunday or public holiday in the State of Western Australia.

Company means Frontier Resources Limited (ACN 095 684 389).

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.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual 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.

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

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ANNEXURE A

8 October 2008

The Directors

Frontier Resources Limited Unit 6, 34 York Street North Perth WA 6006

NOMINATION OF AUDITOR

Dear Sirs

In accordance with the provisions of section 328B of the Corporations Act, I Robert McNeil, being a member of Frontier Resources Limited, hereby nominate BDO Kendalls Audit and Assurance (WA) Pty Ltd for appointment as auditor of that company.

Yours faithfully

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Robert McNeil

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APPOINTMENT OF PROXY FRONTIER RESOURCES LIMITED ACN 095 684 389

ANNUAL GENERAL MEETING

PROXY FORM

I/We

being a Member of Frontier Resources Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy

OR

Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’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 1:00 pm (WST), on 13th November 2008 at QV1 Conference Centre, Level 2, 250 St Georges Terrace Perth WA 6000 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all the resolutions.

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN Resolution 1 – Adoption of the Remuneration Report Resolution 2 – Re-election of Director, Mr Graham Fish Resolution 3 – Re-election of Director, Mr Hugh David Swain Resolution 4 – Re-election of Director, Mr Ces Edward Iewago Resolution 5 – Appointment of Auditor Resolution 6 – Remuneration of non-executive Directors

OR

In relation to these Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on these Resolutions, please place a mark in this box

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him 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 Chairman of the meeting will not cast your votes on these Resolutions and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman intends to vote in favour of these Resolutions.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 3 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1 TO 3 WILL BE DISREGARDED.

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

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

%

Signed this day of 2008

By:

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

FRONTIER RESOURCES LIMITED ACN 095 684 389

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder 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. In the case of joint holders, all must sign.

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

2. 2 directors of the company;

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

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

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

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

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