GOLD MOUNTAIN LIMITED — AGM Information 2012

Oct 8, 2012

COMMISSIONERS GOLD LIMITED ACN 115 845 942

__________

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

__________

Date of Meeting 14 November 2012

Time of Meeting 11.00 am (EST)

Place of Meeting ISC Room Royal Automobile Club 89 Macquarie Street SYDNEY NSW 2000

NOTICE OF ANNUAL GENERAL MEETING

COMMISSIONERS GOLD LIMITED ACN 115 845 942

Notice is hereby given that the Annual General Meeting of shareholders of Commissioners Gold Limited ( Company ) will be held at the ISC Room, Royal Automobile Club, 89 Macquarie Street, Sydney, New South Wales at 11.00 am (EST) on 14 November 2012.

Ordinary Business

To consider the Financial Statements for the financial year ended 30 June 2012 and accompanying reports of the Directors and Auditor.

Resolution 1: Re-election of Wesley Harder as Director

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

‘ That Mr Wesley Harder, being a Director of the Company, retires at the Annual General Meeting of the Company and being eligible, and offering himself, for re-election, is re-elected as a Director. ’

Resolution 2: Adoption of Remuneration Report

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

‘ That the Company adopt the Remuneration Report for the year ended 30 June 2012 as set out in the Company’s Annual Report for the year ended 30 June 2012. ’

Resolution 3: Approval of 10% Placement Facility

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

‘ That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum. ’

Resolution 4: Subsequent Approval of the Issue of 4.7 Million Shares

To consider and, if thought fit, 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, approval be and is hereby given to the allotment and issue by the Company of 4.7 million ordinary shares on the terms and conditions in the Explanatory Memorandum. ’

Resolution 5: Issue of up to 25 Million Shares

To consider and, if thought fit, 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 be and is hereby given to the allotment and issue by the Company of up to 25 million ordinary shares on the terms and conditions in the Explanatory Memorandum. ’

Resolution 6: Issue of 500,000 Options to Jason Needham and/or his Nominee

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

‘ That for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval be and is hereby given to the allotment and issue by the Company of 500,000 options to Mr Jason Needham and/or his nominee on the terms and conditions in the Explanatory Memorandum. ’

DATED 9 October 2012

BY ORDER OF THE BOARD COMMISSIONERS GOLD LIMITED

Keith Taylor KEITH TAYLOR COMPANY SECRETARY

NOTES :

1. Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice of Annual General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in both this Notice of Annual General Meeting and the Explanatory Memorandum.

2. Voting Exclusion Statements

(a) Resolution 2

A vote on Resolution 2 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (i) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

• (ii) a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described above and either:

• (i) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (ii) the person is the chair of the meeting and the appointment of the chair as proxy:

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

(b) Resolution 3

The Company will disregard any votes cast on Resolution 3 by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person (and any associates of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if Resolution 3 is passed.

However, the Company will not disregard a vote if:

• (i) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• (ii) 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.

(c) Resolution 4

The Company will disregard any votes cast on Resolution 4 by persons who participated in the issue of shares and associates of those persons

However, the Company will not disregard a vote if:

• (i) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• (ii) 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.

(d)

Resolution 5

The Company will disregard any votes cast on Resolution 5 by a 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, if the resolution is passed and associates of that person.

However, the Company will not disregard a vote if:

• (i) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• (ii) 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.

(e)

Resolution 6

For the purposes of the Listing Rules, the Company will disregard any votes in respect of Resolution 6 if they are cast by Mr Jason Needham or his nominee and associates of Mr Needham or his nominee.

However, the Company will not disregard a vote if:

• (i) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• (ii) 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.

For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 6 if:

• (i) the person is either:

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

• a member of the Key Management Personnel for the company or, if the company is part of a consolidated entity, for the entity; or

• a Closely Related Party of such a member; and

• (ii) the appointment does not specify the way the proxy is to vote on the resolution.

However, the Company will not disregard a vote if:

• (i) the person is the chair of the meeting at which the resolution is voted on; and

• (i) the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the company or, if the company is part of a consolidated entity, for the entity.

3. Proxies

A shareholder entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote for the shareholder at the Meeting. A proxy need not be a shareholder. If the shareholder is entitled to cast two or more votes at the Meeting the shareholder may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise. A form of proxy accompanies this Notice.

To record a valid vote, a shareholder will need to take the following steps:

• 3.1 cast the shareholder’s vote online by visiting www.boardroomlimited.com.au and entering the shareholder’s Control Number, SRN/HIN and postcode, which are shown on the first page of the enclosed proxy form; or

• 3.2 complete and lodge the manual proxy form at the share registry of the Company, Boardroom Pty Limited:

• (a) by post to the following address:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

OR

• (b) by facsimile on (02) 9290 9655 (within Australia) or +61 2 9290 9655 (outside Australia); or

• 3.3 for Intermediary Online subscribers only (custodians), cast the shareholder’s vote online by visiting www.boardroomlimited.com.au,

so that it is received no later than 11.00 am (EST) on 12 November 2012.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolutions 2 and 6 even though they are connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on either of Resolutions 2 and 6 by marking the appropriate box on the proxy form.

The chair intends to vote undirected proxies in favour of each item of business.

4. ‘Snap Shot’ Time

The Company may specify a time, not more than 48 hours before the Meeting, at which a ‘snapshot’ of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the Meeting. The Directors have determined that all shares of the Company that are quoted on ASX as at 7.00 pm (EST) on 12 November 2012 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the shares at that time.

5. Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice convening an Annual General Meeting of shareholders of Commissioners Gold Limited to be held on 14 November 2012. This Explanatory Memorandum is to assist shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the resolutions proposed. Both documents should be read in their entirety and in conjunction with each other.

Other than the information set out in this Explanatory Memorandum, the Directors believe that there is no other information that could reasonably be required by shareholders to consider Resolutions 1 to 6 (inclusive).

1. RESOLUTION 1: RE-ELECTION OF WESLEY HARDER AS DIRECTOR

Mr Wesley Harder was appointed as a Director on 17 February 2010.

The Constitution relevantly requires that at the Annual General Meeting in every year one-third of the Directors for the time being must retire from office, but is eligible for re-election at the Annual General Meeting. Mr Harder retires as a Director but, being eligible, offers himself for re-election. A brief biography for Mr Harder follows:

Wesley Harder Qualifications: BSc. Dip SIA, MAusIMM

Mr Harder is a former gold analyst with Jackson Limited stockbrokers and has also worked as a gold, mining and resource analyst with stockbrokers Ord Minnett and Frank Renouf. He has also worked as a field exploration geologist for some 15 years in Australia and its near neighbours including Sumatra, Irian Jaya in Indonesia, New Britain and mainland Papua New Guinea, Solomon Islands and Fiji.

In Australia, Mr Harder has worked in New South Wales, Queensland, the Northern Territory and Tasmania. He has worked in tropical and temperate (both wet and dry) climates, searching for a range of mineral commodities including gold, copper, uranium and coal for major companies such as Placer Prospecting, Newmont Mining Inc and Pancontinental Mining Limited. Mr Harder was a founding director and CEO of Zinico Resources NL and its successors for a period of seven years and has conducted his own consultancy firm for many years. He is currently a director of Orpheus Energy Limited.

Resolution 1 is an ordinary resolution.

The Directors (other than Mr Harder) recommend that shareholders vote in favour of Resolution 1.

The chair intends to vote undirected proxies in favour of Resolution 1.

2. RESOLUTION 2: ADOPTION OF REMUNERATION REPORT

The Annual Report for the year ended 30 June 2012 contains a Remuneration Report which sets out the remuneration policy of the Company.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 2 is advisory only and, subject to the matters outlined below, will not bind the Company or the Directors. However, the Board will take the outcome of the vote into consideration when reviewing the Company’s remuneration policy.

Section 250R(4) of the Corporations Act prohibits a vote on this resolution being cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, under new section 250R(5) of the Corporations Act a person described above may cast a vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (b) the person is the chair of the meeting and the appointment of the chair as proxy:

• (i) does not specify the way the proxy is to vote on the resolution; and

• (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolution 2 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolution 2 by marking the appropriate box on the proxy form.

The chair intends to vote undirected proxies in favour of Resolution 2.

Resolution 2 is an ordinary resolution.

Please also note that under sections 250U and 250V of the Corporations Act, if at two consecutive annual general meetings of a listed company at least 25% of votes cast on a resolution that the remuneration report be adopted are against adoption of the report, at the second of these annual general meetings there must be put to the vote a resolution that another meeting be held within 90 days at which all directors (except the managing director) who were directors at the date the remuneration report was approved at the second annual general meeting must stand for re-election. So, in summary, shareholders will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives ‘two strikes’. The Remuneration Report did not receive a ‘first strike’ at the Company’s 2011 annual general meeting.

3. RESOLUTION 3: APPROVAL OF 10% PLACEMENT FACILITY

3.1 General

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued ordinary share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the eligible entity’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities which may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 3.2(c)).

• 3.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue the following classes of Equity Securities (excluding the 4.7 million shares which have not yet been issued and which is the subject of shareholder ratification in Resolution 4):

==> picture [11 x 14] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

• 28,537,300 ordinary shares quoted on ASX

• 6,312,392 ordinary shares not quoted on ASX

• 750,000 options not quoted on ASX with an exercise price of $0.25 and an exercise period expiry date of 31 December 2013

• 500,000 options not quoted on ASX with an exercise price of $0.18 and an exercise period expiry date of 31 December 2014

• 750,000 options not quoted on ASX with an exercise price of $0.30 and an exercise period expiry date of 31 December 2015

(c)

Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 10% Placement Period (refer to section 3.2(f)), a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

• A is the number of fully paid ordinary shares on issue 12 months before the date of issue or agreement:

==> picture [11 x 14] intentionally omitted <==

• plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

• plus the number of partly paid ordinary shares that became fully paid in the 12 months;

• plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of ordinary shares under Listing Rules 7.1 and 7.4;

less the number of fully paid ordinary shares cancelled in the 12 months.

( Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity. )

D

• is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.l.

At the date of this Notice, the Company has on issue 34,849,692 ordinary shares and therefore has a capacity to issue:

• (i) 5,227,453 Equity Securities under Listing Rule 7.1; and

• (ii) subject to shareholder approval being obtained under Resolution 3, 3,484,969 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 3.2(c)).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within five Trading Days of the date referred to in section 3.2(e)(i), the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; and

• (ii) the date of the approval by shareholders of a transaction under Listing Rule 11.1.1 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX ( 10% Placement Period ).

3.3 Listing Rule 7.1A

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period in addition to using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 3 is a special resolution and therefore requires approval of at least 75% of the votes cast by shareholders entitled to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) on the Resolution.

3.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows to the extent that such information is not disclosed elsewhere in this Explanatory Memorandum:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities in the same class over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within five Trading Days of the date in section 3.4(a)(i), the date on which the Equity Securities are issued.

• (b) There is a risk that:

• (i) the market price for the Company’s Equity Securities in the same class may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities in the same class on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the risk of voting dilution of existing shareholders on the basis of the current market price of shares and the current number of ordinary shares for variable ‘A’ calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• (i) two examples where variable ‘A’ has increased, by 50% and 100%. Variable ‘A’ is based on the number of ordinary shares the Company

has on issue. The number of ordinary shares on issue may increase as a result of issues of ordinary shares that do not require shareholder approval (for example, a pro rata entitlements issue) or future specific placements under Listing Rule 7.1 that are approved at a future shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary shares has decreased by 50% and increased by 100% as against the current market price.

			Issue Price
Variable ‘A’ in formula in Listing Rule 7.1A.2
		$0.03 50% decrease in issue price	$0.06 issue price	$0.12 100% increase in issue price
Current Variable ‘A’ 34,849,692 shares	10% voting dilution	3,484,969 shares	3,484,969 shares	3,484,969 shares
	Funds raised	$104,549	$209,098	$418,196
50% increase in current Variable ‘A’ 52,274,538 hares	10% voting dilution	5,227,453 shares	5,227,453 shares	5,227,453 shares
	Funds raised	$156,823	$313,647	$627,294
100% increase in current Variable ‘A’ 69,699,384 shares	10% voting dilution	6,969,938 shares	6,969,938 shares	6,969,938 shares
	Funds raised	$209,098	$418,196	$836,392

The table has been prepared on the following assumptions:

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• No current options are exercised into shares before the date of the issue of the Equity Securities.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements pursuant to the 10% Placement Facility, based on that shareholder’s holding at the date of the Meeting.

• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A and no other issues of Equity Securities.

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

• The issue of Equity Securities under the 10% Placement Facility consists only of shares.

The issue price is $0.06, being the closing price of the shares on ASX on 4 October 2012.

• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as referred to in the Note to Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.

• (e) The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

• (f) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities and the number of Equity Securities allotted to each will be determined on a case-by-case basis having regard to factors including, but not limited to, the following:

• (i) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which the existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments or the nominee of such vendors.

(g) The Company has not previously obtained shareholder approval under Listing Rule 7.1A.

• (h) A voting exclusion statement is included in the Notice. At the date of this Notice, the Company has not approached any particular existing shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing shareholder’s votes will therefore be excluded under the voting exclusion statement in this Notice.

Resolution 3 is a special resolution .

The Directors recommend that shareholders vote in favour of Resolution 3.

The chair intends to vote undirected proxies in favour of Resolution 3.

4. RESOLUTION 4: SUBSEQUENT APPROVAL OF THE ISSUE OF 4.7 MILLION SHARES

On or about 9 October 2012, the Company announced a placement of 4.7 million ordinary shares at an issue price of $0.045 per share to raise $211,500. The shares were issued on or about 15 October 2012. The purpose of Resolution 4 is to obtain shareholder approval for the issue of the shares for the purpose of Listing Rule 7.4 and for all other purposes.

Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which exceeds 15% of the number of issued securities of the company held at the beginning of the 12 month period, except with the prior approval of shareholders of the company in general meeting, unless an exception in Listing Rule 7.2 applies.

However, Listing Rule 7.4 provides that an issue of equity securities made without shareholder approval under Listing Rule 7.1 is treated as having been made with shareholder approval for the purpose of Listing Rule 7.1 if:

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

• the issue did not breach Listing Rule 7.1; and

• holders of ordinary securities subsequently approve it.

The issue of the shares did not result in the Company breaching the 15% limit referred to in Listing Rule 7.1. The issue of the shares does not therefore depend upon shareholders passing Resolution 4. The purpose of Resolution 4 is to obtain shareholder approval for the purpose of Listing Rule 7.4 and for all other purposes. If shareholders approve the issue of the shares for the purpose of Listing Rule 7.4, the issue of the shares will not count towards determining the number of equity securities which the Company can issue in any 12 month period. However, if shareholders do not approve the issue of the shares for the purpose of Listing Rule 7.4, the issue of the shares will count towards the number of equity securities which the Company can issue in any 12 month period.

For the purpose of Listing Rule 7.5 information regarding the shares is provided as follows:

==> picture [11 x 14] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

• 4.7 million ordinary shares have been allotted.

• The shares have been issued at an issue price of $0.045 each.

• The terms and conditions of the shares are the same as the terms and conditions of already issued fully paid ordinary shares in the Company.

• The allottees of the shares are various professional and sophisticated investors, none of whom are related parties of the Company.

==> picture [11 x 15] intentionally omitted <==

• Funds raised from the issue of the shares will be used to fund the Company’s exploration projects, plant and equipment in Peru and to provide working capital for the Company.

Resolution 4 is an ordinary resolution.

The Directors recommend that shareholders vote in favour of Resolution 4.

The chair intends to vote undirected proxies in favour of Resolution 4.

5. RESOLUTION 5: ISSUE OF UP TO 25 MILLION SHARES

On 11 October 2012, the Company announced a share purchase plan under which shareholders may acquire up to $15,000 worth of shares at an issue price of $0.045 per share. If not all shares are acquired under the share purchase plan, the Company wishes to have the ability to issue those shares not applied for, up to a maximum of 25 million shares. The purpose of Resolution 5 is to obtain shareholder approval for the issue of the shares for the purpose of Listing Rule 7.1 and for all other purposes.

A summary of Listing Rule 7.1 is set out above in relation to Resolution 4.

The issue of the shares without shareholder approval will result in the Company breaching the 15% limit referred to in Listing Rule 7.1. The issue of the shares therefore depends upon shareholders passing Resolution 5. The purpose of Resolution 5 is to obtain shareholder approval for the purpose of Listing Rule 7.1 and for all other purposes. If shareholders approve the issue of the shares for the purpose of Listing Rule 7.1, the issue of the shares will not count towards determining the number of equity securities which the Company can issue in any 12 month period. However, if shareholders do not approve the issue of the shares for the purpose of Listing Rule 7.1, the issue of the shares will not occur.

For the purpose of Listing Rule 7.3 information regarding the shares is provided as follows:

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

• A maximum of 25 million ordinary shares will be issued.

• If Resolution 5 is passed, the shares will be issued no later than three months after the date of the Meeting.

• The shares will be issued at an issue price of $0.045 each.

• The allottees of the shares will be various professional and sophisticated investors, none of whom are related parties of the Company.

• The terms and conditions of the shares are the same as the terms and conditions of already issued fully paid ordinary shares in the Company.

• Funds raised from the issue of the shares will be used to fund the Company’s exploration projects together with the acquisition of 25% equity in the Mollehuaca Gold Plant and Santa Rosa Tailings Project.

• All of the shares will be allotted on one date.

Resolution 5 is an ordinary resolution.

The Directors recommend that shareholders vote in favour of Resolution 5.

The chair intends to vote undirected proxies in favour of Resolution 5.

6. RESOLUTION 6: ISSUE OF 500,000 OPTIONS TO JASON NEEDHAM AND/OR HIS NOMINEE

The Company and Jason Needham are parties to an Executive Employment Agreement under which the Company agrees, subject to obtaining shareholder approval, to grant to Mr Needham and/or his nominee one million options each to acquire one fully paid ordinary share in the Company with an exercise price, rounded up to the next whole cent, 25% above the VWAP of the Company’s shares calculated over the last five days before the date shareholder approval for the grant of the options is given and an exercise period expiry date of 31 December 2016. The purpose of Resolution 6 is to obtain shareholder approval for the issue of 500,000 of these options for the purpose of Listing Rule 10.11 and for all other purposes.

The proposed option issue to Mr Needham and/or his nominee requires the approval of shareholders pursuant to Listing Rule 10.11. If shareholder approval is given under Listing Rule 10.11, shareholder approval is not required under Listing Rule 7.1.

For the purpose of Listing Rule 10.13 information regarding the proposed option issue is provided as follows to the extent that such information is not disclosed elsewhere in this Explanatory Memorandum:

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

• If Resolution 6 is passed, a maximum of 500,000 options will be issued.

• If Resolution 6 is passed, the options to be issued to Mr Needham and/or his nominee will be issued no later than one month after the date of the Meeting.

• Mr Needham is the Company’s exploration manager. Shareholder approval is required under Listing Rule 10.11 because Mr Needham believes or has reasonable grounds to believe that it he is likely to become a related party of the Company at any time in the future.

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

• The options will be issued for no consideration.

• The terms and conditions of the options are set out in the annexure to this Explanatory Memorandum.

==> picture [11 x 14] intentionally omitted <==

• No funds are being raised from the issue of the options as they are being issued for no consideration.

Resolution 6 is an ordinary resolution.

The Directors do not have an interest in the outcome of Resolution 6 and recommend that shareholders vote in favour of Resolution 6.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolution 6 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolution 6 by marking the appropriate box on the proxy form.

The chair intends to vote undirected proxies in favour of Resolution 6.

1. GLOSSARY

In this Explanatory Memorandum and Notice of Annual General Meeting the following expressions have the following meanings unless stated otherwise or unless the context otherwise requires:

10% Placement Facility has the meaning given in section 3.1;

10% Placement Period has the meaning given in section 3.2(f);

ASX means ASX Limited ACN 008 624 691;

Board means the board of directors of the Company;

Closely Related Party of a member of the Key Management Personnel for an entity means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity;

• (e) a company the member controls; or

• (f) a person prescribed as such by the Corporations Regulations 2001 (Cth);

Company means Commissioners Gold Limited ACN 115 845 942;

Constitution means the existing constitution of the Company;

Corporations Act means Corporations Act 2001 (Cth);

Director means a director of the Company;

Equity Securities has the same meaning as in the Listing Rules;

Key Management Personnel has the same meaning as in the accounting standards as defined in section 9 of the Corporations Act (so the term broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director, whether executive or otherwise, of the Company);

Listing Rules means the listing rules of ASX;

Meeting means the meeting of shareholders convened by the Notice;

Notice means the notice of meeting to which this Explanatory Memorandum is attached;

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules; and

VWAP means volume weighted average price.

Annexure A

Terms and Conditions of Options

==> picture [9 x 12] intentionally omitted <==

==> picture [9 x 12] intentionally omitted <==

==> picture [9 x 12] intentionally omitted <==

==> picture [9 x 12] intentionally omitted <==

• The options held by the optionholder are exercisable in whole or in part at any time during the period from the date of their allotment and issue to and including 31 December 2016 ( Exercise Period ). Options not exercised before the expiry of the Exercise Period will lapse.

• Options are exercisable by notice in writing to the Board delivered to the registered office of the Company and payment of the exercise price in cleared funds.

• The Company will not apply for official quotation on ASX of the options. The Company will make application for official quotation on ASX of new shares allotted on exercise of the options. Those shares will participate equally in all respects with existing issued ordinary shares, and in particular new shares allotted on exercise of the options will qualify for dividends declared after the date of their allotment.

• Options can only be transferred with Board approval, except that if at any time before expiry of the Exercise Period the optionholder dies, the legal personal representative of the deceased optionholder may:

• (i) elect to be registered as the new holder of the options;

• (ii) whether or not he becomes so registered, exercise those options in accordance with the terms and conditions on which they were granted; and

• (iii) if the deceased has already exercised options, pay the exercise price in respect of those options.

==> picture [9 x 12] intentionally omitted <==

==> picture [9 x 12] intentionally omitted <==

==> picture [9 x 12] intentionally omitted <==

• An optionholder may only participate in new issues of securities to holders of ordinary shares in the Company if the option has been exercised and shares allotted in respect of the option before the record date for determining entitlements to the issue. The Company must give prior notice to the optionholder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules.

• If there is a bonus issue to the holders of ordinary shares in the capital of the Company, the number of ordinary shares over which the option is exercisable will be increased by the number of ordinary shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

• If the Company makes a rights issue (other than a bonus issue), the exercise price of options on issue will be reduced according to the following formula:

A = O – E [P – (S + D)]

(N + 1)

Where:

• A = the new exercise price of the option;

• O = the old exercise price of the option;

• E = the number of underlying ordinary shares into which one option is exercisable;

• P = the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stockmarket of ASX during the five trading days immediately preceding the ex rights date or ex entitlements date (excluding special crossings and overnight sales and exchange traded option exercises);

• S = the subscription price for a security under the pro rata issue;

• D = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro rata issue); and

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

==> picture [9 x 12] intentionally omitted <==

• If, during the currency of the options the issued capital of the Company is reorganised, those options will be reorganised to the extent necessary to comply with ASX Listing Rules.

==> picture [179 x 48] intentionally omitted <==

Commissioners Gold Limited

ACN 115 845 942

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE

+61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR

VOTE

IS

IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 11 am (EST) MONDAY 12[th] NOVEMBER 2012 TO VOTE ONLINE

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

STEP 1 : VISIT

www.boardroomlimited.com.au/vote/cguagm2012

STEP 2: Enter your holding/Investment type

Reference Number: Please note it is important you keep this confidential

STEP 3: Enter your Reference Number and VAC:

TO VOTE BY COMPLETING THE PROXY FORM STEP 1 Appointment of Proxy

STEP 3 Sign the Form

Indicate here who you want to appoint as your Proxy

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or 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 security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

Proxy which is a Body Corporate

STEP 4 Lodgement of a Proxy

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 11 am (EST) on Wednesday, 14[th] November 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

Appointment of a Second Proxy

BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

You are entitled to appoint up to two 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’s securities registry or you may copy this form.

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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 half your votes. Fractions of votes will be disregarded.

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

Vote online at:

www.boardroomlimited.com.au/vote/cguagm2012 or turnover to complete the Form 

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities 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 vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid

Commissioners Gold Limited

STEP 1 - Appointment of Proxy

I/We being a member/s of Commissioners Gold Limited and entitled to attend and vote hereby appoint

==> picture [22 x 19] intentionally omitted <==

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

==> picture [188 x 35] intentionally omitted <==

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Commissioners Gold Limited to be held at the Royal Automobile Club , ISC Room, 89 Macquarie Street, Sydney, NSW 2000 on Wednesday the 14[th] November 2012 at 11 am (EST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of resolutions 2 and 6, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for the resolutions, 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 the resolution and your votes will not be counted in calculating the required majority if a poll is called. By marking this box I/we acknowledge the Chairman of the Meeting can exercise my/our proxy even though he has an interest in the outcome of the resolution and unless a specific voting direction has been specified below, the Chairman of the Meeting is directed to vote in accordance with his voting intention as set out below.

The Chair will vote all undirected proxies in favour of resolution 2 and 6.

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions

Ordinary Business	Ordinary Business	For	Against Abstain*	Against Abstain*	Against Abstain*	Against Abstain*	Against Abstain*
Resolution 1	Re-election of Wesley Harder as Director
Resolution 2	Adoption of Remuneration Report
Resolution 3	Approval of 10% Placement Facility
Resolution 4	Subsequent Approval of the Issue of 4.7 Million Shares
Resolution 5	Issue of up to 25 Million shares
Resolution 6	Issue of 500,000 Options to Jason Needham and/or his Nominee

In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

*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.

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

==> picture [491 x 98] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date /
/ 2012
----- End of picture text -----