GCM CORPORATION LIMITED — Proxy Solicitation & Information Statement 2012

Jun 14, 2012

KRUCIBLE METALS LIMITED ABN 12 118 788 846

Notice of General Meeting and Explanatory Statement

General Meeting to be held at Hemming+Hart Lawyers, Level 5/307 Queen Street, Brisbane, Queensland on Monday 16 July 2012 commencing at 10.00 a.m.

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

Notice is given that a General Meeting of shareholders of Krucible Metals Limited (ACN 118 788 846) ( Company ) will be held at Level 5/307 Queen Street, Brisbane, Queensland, Australia at 10.00 a.m. on Monday 16 July 2012 ( General Meeting ).

ORDINARY BUSINESS:

1. Resolution 1. - Grant of Options to Allan Branch

“That for the purposes of Chapter 2E of the Corporations Act 2001 and ASX Listing Rule 10.14 and for all other purposes, the grant of 500,000 Options to Mr Allan Branch, a Director, for no consideration and otherwise for the purposes and on the terms and conditions described in the Explanatory Statement, be approved.”

Voting exclusion statement

The Company will disregard any votes cast on this resolution by any Directors of the Company (except one who is ineligible to participate in any employee incentive scheme) and any of his/her associates. The Company need not disregard a vote if it is cast by a person as 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 General Meeting as a proxy for the person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

2. Resolution 2. - Grant of Options to Michael Leonard

“That for the purposes of Chapter 2E of the Corporations Act 2001 and ASX Listing Rule 10.11 and for all other purposes, the grant of 250,000 Options to Mr Michael Leonard, a Director, for no consideration and otherwise for the purposes and on the terms and conditions described in the Explanatory Statement, be approved.”

Voting exclusion statement

The Company will disregard any votes cast on this resolution by Mr Michael Leonard or any of his associates. The Company need not disregard a vote if it is cast by a person as 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 General Meeting as a proxy for the person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

3. Resolution 3. - Grant of Options to Ray Koenig

“That for the purposes of Chapter 2E of the Corporations Act 2001 and ASX Listing Rule 10.11 and for all other purposes, the grant of 250,000 Options to Mr Ray Koenig, a Director, for no consideration and otherwise for the purposes and on the terms and conditions described in the Explanatory Statement, be approved.”

Voting exclusion statement

The Company will disregard any votes cast on this resolution by Mr Ray Koenig or any of his associates. The Company need not disregard a vote if it is cast by a person as 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 General Meeting as a proxy for the person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

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Point at Which Voting Rights are Determined

The regulations of the Corporations Act 2001 permit the Company to specify a time, not more than 48 hours before the General Meeting, at which a “snap-shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the General Meeting.

The Company’s Directors have passed a resolution to the effect that all shares of the Company that are quoted on the ASX on 14 July 2012 at 7.00 p.m. shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy is entitled to cast half of the number of votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Corporate Representative

In order to vote on behalf of a company that is a shareholder in the Company, a valid Appointment of Corporate Representative form must be either lodged with the Company prior to the General Meeting or be presented at the meeting before registering on the Attendee Register for the General Meeting. An Appointment of Corporate Representative form is attached to this Notice.

By Order of the Board

D J Lovell

Company Secretary

Dated: 15 June 2012

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EXPLANATORY STATEMENT

Introduction to Resolutions 1, 2 and 3

As previously announced to the market, on 9 May 2012 the Directors resolved to refer to members for approval of the proposed grant, for nil consideration, of 1,000,000 options exercisable at $0.15 (15 cents) each expiring on or before 8 May 2015 (the Options ) to certain Directors under the Company’s Long Term Incentive Plan ( Plan ).

Subject to shareholder approval the Company intends to issue 500,000 Options to Mr Allan Branch (Managing Director), 250,000 Options to Mr Michael Leonard (Non-executive Chairman) and 250,000 Options to Mr Ray Koenig (Non-executive Director) (or their respective nominees) (each a Recipient ). If approved, the proposed date of issue of these Options is as soon as practicable following the Meeting and in any event no later than one month from the date of the Meeting.

Shareholder approval in accordance with the provisions of Chapter 2E of the Corporations Act 2001 (Cth) ( Corporations Act ) and ASX Listing Rule 10.14 and for all other purposes, is sought for the grant of 1,000,000 Options as follows:-

The approval sought under Resolution 1 seeks shareholders’ approval of the grant of Options under the Krucible Metals Limited Long Term Incentive Plan to Mr Branch

The approvals sought under Resolutions 2 and 3 seek shareholders’ approval of the grant of Options to two non-Executive Directors, Mr Leonard and Mr Koenig. The Options to Mr Leonard and Mr Koenig are issued on the same terms and conditions as the Options to Mr Branch but in accordance with ASIC Class Order CO 03/184 the Options to non-Executive Directors are not issued under the Krucible Metals Limited Long Term Incentive Plan.

Key Details of Options

Key details of the Options to be granted under Resolutions 1, 2 and 3 by the Company are set out below.

Recipient Director	Number	Vesting Date	Expiry Date	Exercise Price
Allan Branch (Resolution 1)	500,000	The date of issue.	8 May 2015	15 cents per Option
Michael Leonard (Resolution 2)	250,000	The date of issue.	8 May 2015	15 cents per Option
Ray Koenig (Resolution 3)	250,000	The date of issue.	8 May 2015	15 cents per Option

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its shareholders in a general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting have been met.

A “related party” for the purposes of the Corporations Act is defined widely and includes a director of the public company and any alternate director.

A “financial benefit” for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to the related party. In

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determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

Resolution 1, if passed, will confer financial benefits to Mr A Branch, Resolution 2 if passed, will confer financial benefits to Mr M Leonard and Resolution 3 if passed, will confer financial benefits to Mr R Koenig and the Company seeks to obtain member approval in accordance with the requirements of Chapter 2E of the Corporations Act and for this reason and for all other purposes the following information is provided to shareholders.

1. The Related Parties to whom Resolutions 1, 2 and 3 would permit a financial benefit to be given are:

Each of Mr Allan Branch, Mr Michael Leonard and Mr Ray Koenig (or their respective nominees), being Directors of the Company.

2. The Nature of the Financial Benefit

The nature of the proposed financial benefit to be given is:

• a. the grant of 500,000 Options to Mr Allan Branch, 250,000 Options to Mr Michael Leonard and 250,000 Options to Mr Ray Koenig;

• b. the Options shall be exercisable into fully paid ordinary shares at an Exercise Price of $0.15 per share exercisable on or before 8 May 2015; and

• c. the Options shall be granted for no cash consideration. Consequently no funds will be raised as a result of the grant of the Options. A total of $150,000 in additional share capital would be raised if the Options were exercised in full.

The terms of the Options are set out at Annexure A to this Explanatory Statement.

3. Directors’ Recommendation

With respect to Resolution 1 , all of the Directors (with the exception of Mr Allan Branch) recommend that shareholders vote in favour of this Resolution. The reasons for their recommendation are set out below.

As Mr Allan Branch is interested in the outcome of Resolution 1, he accordingly makes no recommendation to shareholders in respect of this Resolution.

With respect to Resolution 2 , all of the Directors (with the exception of Mr Michael Leonard) recommend that shareholders vote in favour of this Resolution. The reasons for their recommendation are set out below.

As Mr Michael Leonard is interested in the outcome of Resolution 2, he accordingly makes no recommendation to shareholders in respect of this Resolution.

With respect to Resolution 3 , all of the Directors (with the exception of Mr Ray Koenig) recommend that shareholders vote in favour of this Resolution. The reasons for their recommendation are set out below.

As Mr Ray Koenig is interested in the outcome of Resolution 3, he accordingly makes no recommendation to shareholders in respect of this Resolution.

The reasons for the Directors’ recommendation are:

• a. The grant of the Options as proposed to Mr Allan Branch under Resolution 1, are in accordance with the terms of his appointment to the position of Managing Director on 3 May 2012; and

• b. The grant of the Options as proposed under Resolutions 1, 2 and 3 to the Recipients will provide reward and incentive for future services provided to the Company to further the progress of the Company and to deliver growth and shareholder value; and

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• c. In the Company’s circumstances, the Directors considered that the allotment of the Options provides a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Options to a third party.

4. Director’s Interest and other Remuneration

Mr Allan Branch

Mr Branch has a material personal interest in the outcome of Resolution 1, as it is proposed that the Options be granted to him (or his respective nominee) as set out in Resolution 1.

Excluding the Options referred to above, Mr Branch (and entities associated with him) holds no other shares and no other options of the Company. Please refer to the table below.

Other than the Options to be issued to Mr Branch pursuant to Resolution 1, a company associated with Mr Branch shall receive consulting fees of $222,000 per annum from the Company for the provision of his services as Managing Director of the Company.

Mr Michael Leonard

Mr Leonard has a material personal interest in the outcome of Resolution 2, as it is proposed that the Options be granted to him (or his respective nominee) as set out in Resolution 2.

Excluding the Options referred to above, Mr Leonard (and entities associated with him) holds no other shares and no other options of the Company. Please refer to the table below.

Other than the Options to be issued to Mr Leonard pursuant to Resolution 2, Mr Leonard shall receive director’s fees of $54,500 per annum including superannuation from the Company for his services as Non-executive Chairman of the Company.

Mr Ray Koenig

Mr Koenig has a material personal interest in the outcome of Resolution 3, as it is proposed that the Options be granted to him (or his respective nominee) as set out in Resolution 3.

Excluding the Options referred to above, Mr Koenig (and entities associated with him) holds 180,556 fully paid ordinary shares and 500,000 options exercisable at $0.50 expiring on 27 Nov 2012 in the Company. Please refer to the table below.

Other than the Options to be issued to Mr Koenig pursuant to Resolution 3, Mr Koenig shall receive director’s fees of $27,250 per annum including superannuation from the Company for his services as Non-executive Director of the Company. In addition Mr Koenig receives consulting fees from the Company where he provides consulting services to the Company in his capacity as a qualified metallurgist.

If all of the Options granted in terms of this General Meeting and all other options already held are exercised by Mr Branch, Mr Leonard and Mr Koenig, the following will be the effect on their holdings in the Company:

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Director	Current Share Holding	Current Option Holding ($0.50 expiring Nov 2012)	% of Total Share Capital (66,447,463 shares on issue)	Share Holding upon exercise	% of Total Share Capital (67,947,463 shares on issue)
A Branch	Nil	Nil	0%	500,000	0.736%
M Leonard	Nil	Nil	0%	250,000	0.368%
R Koenig	180,556	500,000	0.272%	930,556	1.370%

5. Valuation

The Options are not currently quoted on the ASX and as such have no market value. The Options may acquire future value dependent upon the extent to which the shares exceed the Exercise Price of the Options during the term of the Options.

As a general proposition, options to subscribe for fully paid ordinary shares in a company have value. There are various formulae which can be applied to determining the theoretical value of options.

The Board has determined the value of the Options to be issued pursuant to this resolution to be approximately 7.1 cents per Option (representing a total value of approximately $70,680).

This value has been derived using the Black-Scholes and the Binomial Model Option Pricing Model assuming the following:

• a share price of 12 cents (being the closing price of shares on the ASX on 9 May 2012);

• an exercise price of 15 cents;

• a risk free rate of 2.67% per annum;

• a volatility factor of 100.8%, which has been determined having regard to the historical trading of shares on ASX;

• an expiry date of three years from the date of issue; and

• all other terms and conditions as outlined in this Explanatory Statement.

6. Any other information that is reasonably required by shareholders to make a decision and that is known to the Company or any of its Directors

There is no other information known to the Company or any of its Directors except as follows:

Opportunity Costs

The opportunity costs and benefits foregone by the Company issuing the Options to each of the recipients is the potentially dilutionary impact on the issued share capital of the Company (in the event that the Options are exercised). Until exercised, the issue of the Options will not impact upon the number of ordinary shares on issue in the Company. To the extent that upon their exercise the dilutionary impact caused with the issue of shares will be detrimental to the Company, this is more than offset by the advantages accruing from the Company securing the services of experienced and skilled directors on appropriately incentivised terms.

It is also considered that the potential increase of value in the Options is dependent upon a concomitant increase in the value of the Company generally.

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Dilutionary Effect

If all of the Options granted under Resolutions 1, 2 and 3 are exercised the following will be the dilutionary effect on the current issued capital of the Company.

Shareholders	Current Share Capital	% Current Capital	Current option holding	Share Capital upon exercise of options	% Increased Share Capital
Others	66,266,907	99.728%	Nil	66,266,907	97.527%
A Branch	Nil	0%	Nil	500,000	0.736%
M Leonard	Nil	0%	Nil	250,000	0.368%
R Koenig	180,556	0.272%	500,000	930,556	1.370%
Total	66,447,463	100%	500,000	67,947,463	100%

Share Price History

In order to assist shareholders to appropriately consider the Resolutions, it is noted that the Company’s shares have traded on ASX in the 3 months prior to the date of this Notice of General Meeting between $0.15 (15 cents) on 26 March 2012 and $0.08 (8 cents) on 24 May 2012. At the close of trading on 12 June 2012, the Company’s share price was $0.085 (8.5 cents).

7. Resolution 1 ASX Listing Rules

ASX Listing Rule 10.14 provides, in essence, that the approval of shareholders is required before a director of a company can acquire securities under an employee incentive scheme. Accordingly, in order for a director to be issued the Options and acquire any subsequent shares, the Company must obtain shareholder approval pursuant to ASX Listing Rule 10.14. Approval for the Options being issued to the Non-executive Directors is being sought under ASX Listing Rule 10.11.

ASX Listing Rule 10.15A sets out a number of matters which must be included in a notice of meeting requesting shareholder approval under ASX Listing Rule 10.14. In accordance with ASX Listing Rule 10.15A, the following information is provided to shareholders in relation to Resolution 1.

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Name of allottee and relationship to the Company:		Allottee Allan Branch - 500,000 Options	Relation-ship Managing Director
Number of securities to be issued:		500,000 Options. Each Option entitles the holder to acquire fully paid ordinary shares in the Company. The Options terms are as set out in this Notice. If all the Options are exercised, then each Recipient will be entitled to fully paid ordinary shares in the Company as follows:
		Allan Branch	500,000 shares
Price at which the Securities are to be issued: Options		No consideration No funds will be raised by the grant of the Options. Each Option has been issued at an Exercise Price of 15 cents.
Persons who have received Options under the Company’s Long Term Incentive Plan		None
Timing		The Options will be allotted not later than 1 month from the date of this General Meeting.
Voting exclusion statement		A voting exclusion statement in respect of Resolution 1 is in the Notice

Details of any securities issued under the Plan will be published in each Annual Report of the Company relating to a period in which the securities were issued. Any additional persons who become entitled to participate in the Plan after Resolutions 1 is approved and who are not named in the Notice will not participate until approval is obtained under ASX Listing Rule 10.14.

Resolutions 2 and 3: Approval of Grant of Options to Non- executive Directors

8. ASX Listing Rules

As the issue of Options for which approvals are sought under Resolutions 2 and 3 is not under the Company’s Long Term Incentive Plan, the Company must comply with ASX Listing Rule 10.11.

ASX Listing Rule 10.11 requires an entity to obtain the approval of Shareholders to an issue of securities to a related party. Each of Mr Leonard and Mr Koenig, being a Non-executive Director of the Company, is a related party. Accordingly, because the issue of the Options will result in the Company issuing securities to a related party, approval under ASX Listing Rule 10.11 is required.

For the purposes of ASX Listing Rule 10.11, and for all other purposes, the following information is provided to shareholders for the purposes of Resolution 2 and Resolution 3:

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• a. the Options will be granted as soon as practicable after the Meeting, but in any event, no later than 1 month after the date of the Meeting; and

• b. If any or all of the Options are exercised, the funds raised from the issue of Shares will contribute to the Company’s working capital.

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting requesting shareholder approval under ASX Listing Rule 10.13. In accordance with ASX Listing Rule 10.13, the following information is provided to shareholders in relation to Resolutions 2 and 3.

Name of allottee and relationship to the Company:		Allottee Michael Leonard - 250,000 Options Ray Koenig - 250,000 Options	Relation- ship Non- executive Chairman Non- executive Director
Number of securities to be issued:		500,000 Options. Each Option entitles the holder to acquire fully paid ordinary shares in the Company. The Options terms are as set out in this Notice. If all the Options are exercised, then each Recipient will be entitled to fully paid ordinary shares in the Company as follows:
		Michael Leonard	250,000 shares
		Ray Koenig	250,000 shares
Price at which the Securities are to be issued: Options		No consideration No funds will be raised by the grant of the Options. Should the Options be exercised then the funds raised will be used for the furtherance of the Company’s exploration activities and corporate expenses. Each Option has been issued at an Exercise Price of 15 cents.
Timing		The Options will be allotted not later than 1 month from the date of this General Meeting.
Voting exclusion statement		A voting exclusion statement in respect of Resolutions 2 and 3 is in the Notice.

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Annexure A Krucible Metals Ltd Terms and Conditions of Options issued under the Company’s Long Term Incentive Plan expiring on 8 May 2015

The Options to be granted by the Company to the Director, in accordance with Resolutions 1, 2 and 3 are to be issued on the following terms and conditions:

The Options will be for nil consideration, and on the following terms:

• (a) Each Option will entitle the holder to subscribe for and be allotted one fully paid ordinary share in the Company;

• (b) The Options will be exercisable at any time before 5pm on 8 May 2015, by notice in writing to the Company accompanied by payment of the exercise price of $0.15 for each Option;

• (c) The Options will not be transferable;

• (d) Shares allotted and issued pursuant to the exercise of the Options will be allotted and issued not more than 10 business days after receipt of a properly executed notice of exercise of the Options and payment of the requisite application moneys;

• (e) Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s fully paid ordinary shares.

• (f) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital or bonus issues offered or made to shareholders during the currency of the Options. However, the Company will send a notice to each Option holder at least 20 business days before the record date, and this will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue;

• (g) In the event of a bonus issue to holders of ordinary shares prior to the expiry date, the number of shares over which an Option is exercisable will be increased in accordance with ASX Listing Rule 6.22.3;

• (h) In the event of a pro rata issue to holders of ordinary shares prior to the expiry date, the exercise price of an Option will be adjusted in accordance with ASX Listing Rule 6.22.2;

• (i) In the event of any reorganisation or reconstruction of the issued capital of the Company on or prior to the expiry date, the rights of an Option holder will be changed to the extent necessary to comply with any applicable ASX Listing Rules at the time of the reorganisation or reconstruction, and in all other respects the terms for the exercise of the Options will remain unchanged;

• (j) The Company will, at least 20 business days before the expiry date, send notices to the option holders stating the name of the option holder, the number of Options held and the number of securities to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of non-payment.

• (k) The Options will vest immediately upon issue.

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KRUCIBLE METALS LIMITED (ABN 12 118 788 846) Proxy form

Section 1: Name and address of member

All correspondence to: Krucible Metals Limited PO Box 499, Hyde Park Castletown, QLD 4812 Telephone (07) 4772 5880 Facsimile (07) 4772 4999 Email: admin@kruciblemetals.com.au

HIN/SRN:

Section 2: Appointment of proxy

I, being a member of the Company and entitled to attend and vote appoint

the Chairman of the meeting (mark with an ‘X’) OR

Write here the full name of the person or body corporate you are appointing if this person is someone other than the Chairman of the meeting.

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the meeting, as my proxy to attend, to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit), and to act generally on my behalf, at the General Meeting of the Company to be held at:

Location	Offices of Hemming+Hart Lawyers, Level 5 / 307 Queen Street, Brisbane
Date	Monday, 16 July 2012
Time	10.00 am

and at any adjournment of that meeting.

Section 3: Voting instructions

Voting directions to proxy – please mark	Voting directions to proxy – please mark		to indicate your directions.	For	Against	Abstain*
Resolution 1.	Approval of issue of	options to Allan Branch
Resolution 2.	Approval of issue of	options to Michael Leonard
Resolution 3.	Approval of issue of	options to Ray Koenig

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

If you do not wish to direct the Chairman as your proxy to vote, please place a mark in this box.

By marking this box you acknowledge that the Chairman may exercise your proxy even if he or she has an interest in the outcome of the resolution, and that votes cast by him or her, other than as proxy holder, would 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 will not cast your votes on a resolution and your votes will not be counted in calculating the required majority if a poll is called on a resolution.

The Chairman intends to vote all undirected proxies in favour of the resolutions to be put to the meeting.

Section 4: Signing by member

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

Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding) Sole Director and Sole Secretary Director/Company Secretary Director (delete one) Please provide the information below in case we need to contact you. // Contact name Contact day time telephone Date

Instructions for completion of proxy form

Section 1: Name and address of member

• 1 This is your address as it appears in the register of members of the Company. If this information is incorrect, please advise the Share Registry – Link Market Services Ltd of any changes. Address: Level 15, ANZ Building, 324 Queen Street, Brisbane, QLD 4000

Level 12, 680 George Street, Sydney NSW 2000

Postal address: Locked Bag A14, Sydney South, NSW 1235 Phone within Australia: 1300 554474 Phone outside Australia: +61 282807100 Internet: www.linkmarketservices.com.au

Members sponsored by a broker (in which case your reference number will commence with an ‘x’) should advise their broker of any changes. Please note you cannot change the ownership of your shares using this form.

Section 2: Appointment of proxy

• 2 If you wish to appoint the Chairman of the meeting as your proxy, mark the box. If the person or body corporate you wish to appoint as your proxy is someone other than the Chairman of the meeting, write the full name of that person or body corporate in the space provided. A proxy may be an individual or a body corporate. If you leave this section blank or your named proxy does not attend the Meeting, the Chairman of the meeting will be your proxy. A proxy need not be a member of the Company.

• 3 If you are entitled to cast two or more votes at the General Meeting, you are entitled to appoint two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the Company. Alternatively you may copy this form.

• 4 To appoint a second proxy:

• (a) on each of the first proxy form and second proxy form state the percentage of your voting rights or number of shares applicable to that form (if the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise one half of your votes, and fractions of votes will be disregarded); and

• (b) return both forms in the same envelope.

Section 3: Voting instructions

5 You may direct your proxy how to vote on an item of business by placing a mark in one of the three boxes opposite that item of business. All of your shares will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may decide whether or how to vote on that item. If you mark more than one box on an item, your vote on that item will be invalid.

Section 4: Signing by member

6	You must sign this form as follows in the spaces provided:	You must sign this form as follows in the spaces provided:
	**Individual **	Where the holding is in one name, the member must sign.
	Joint holding	Where theholdingisin more thanonename, allofthemembersmust sign.
	Power of Attorney	To sign under power of attorney, either the power of attorney must have already been lodged with the Company's share registry for notation or the original (or a certified copy) ofthe powerofattorneymust accompany this document.
	Companies	In the following cases, subject to the Company’s constitution, the following person must sign: (a) Australian proprietary companywith asole directorwho isalso the sole company secretary- that person must sign; (b) Australian proprietary companywith asole director and no company secretary- that person must sign; (c) other Australian companies- two directors, or one director and one company secretary must sign; and (d) foreign company- in accordance with the laws of the jurisdiction of incorporation and constituent documents.

Section 5: Lodging of proxy

7 This proxy form (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not later than close of business on the date set out below, by mail, hand delivery, or facsimile.

facsimile.
Last time and date for **lodgement ***	Friday, 13 July 2011 at 16.30pm (Brisbane time)
By mail	Krucible Metals Limited, P.O. Box 499, Hyde Park, Castletown QLD 4812
By delivery	Krucible Metals Limited, 1/68Railway Ave, Railway Estate, Townsville QLD 4810
By facsimile	(07) 4772 4999

• Any proxy form received after that time will not be valid.

For Further Information

If you need any further information about this form or attendance at the Company’s General Meeting, please contact Dennis Lovell, Company Secretary or Kate Hopkins on 07 47725880.

Appointment of Corporate Representative

Section 250D of the Corporations Act

This is to certify that by a resolution of the Directors of:

........................................................................................................................... (Company)

Insert name of shareholder

the Company has appointed:

.............................................................................................................................................. Insert name of Corporation Representative

in accordance with the provisions of section 250D of the Corporations Act, to act as the body corporate representative of that company at the meeting of Krucible Metals Limited to be held on 16July 2012 and at any adjournments of that meeting.

DATED

Executed by the Company in accordance with its constituent documents

………………………………………… …………………………………………….. Signed by authorised representative Signed by authorised representative

……………………………………………… …………………………………………….. Name of authorised representative (print) Name of authorised representative (print)

……………………………………………… …………………………………………….. Position of authorised representative (print) Position of authorised representative (print)

INSTRUCTIONS FOR COMPLETION

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.

Please follow the instructions below to complete the Certificate of Appointment:

1. Execute the Certificate following the procedure required by your Constitution or other constituent documents.

2. Print the name and position (e.g. director) of each company officer who signs this Certificate on behalf of the company.

3. Insert the date of execution where indicated.

4. Send or deliver the Certificate to the Company at P.O. Box 499Hyde Park, Castletown QLD 4812, or 1/68Railway Ave, Railway Estate, Townsville QLD 4810, or by facsimile to the registered office on 07 47724999. Alternatively the Certificate of Appointment may be presented upon attendance at the General Meeting of the Company.