GORILLA GOLD MINES LTD — Proxy Solicitation & Information Statement 2009

Jul 29, 2009

MINTAILS LIMITED

ABN 45 008 740 672

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Mintails Limited (“the Company” or "Mintails") will be held at Suite 1, 1233 High Street, Armadale, Victoria 3143 on 4 September 2009 at 4:30pm.

Further details in respect of the resolutions proposed in this Notice of General Meeting are set out in the Explanatory Memorandum which accompanies and forms part of this Notice of General Meeting. The details of the resolutions contained in the Explanatory Memorandum should be read together with this Notice of General Meeting.

BUSINESS

Resolution 1 - Approval of Prior Issue of Shares

To consider and, if thought fit, pass the following as an ordinary resolution:

"THAT shareholders approve the issue of 103,000,000 fully paid ordinary shares in the capital of the Company at an issue price of 4.5 cents ($0.045) each to raise $4,635,000, as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Meeting."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 1 by:

• a person who participated in the issue; or

• an associate of those persons.

However, the Company need not disregard a vote on Resolution 1 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;

• 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.

Resolution 2 - Approval to Issue Shares

To consider and, if thought fit, pass the following as an ordinary resolution:

"THAT shareholders authorise the issue of up to 230,000,000 fully paid ordinary shares in the capital of the Company at an issue price of 4.5 cents ($0.045) per share to raise up to $10,350,000, as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Meeting."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by:

• persons who may participate in the proposed issue and persons who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary shares, if the resolution is passed; or

• an associate of those persons.

However, the Company need not disregard a vote on Resolution 2 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;

2

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated: 29 July 2009

By the order of the Board

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Mr Phillip Hains Secretary

The accompanying Explanatory Memorandum and the Proxy and Voting Instructions form part of this Notice of Meeting.

PROXY AND VOTING INSTRUCTIONS

Proxy Instructions

A member who is entitled to vote at a meeting may appoint:

• (a) one proxy if the member is only entitled to one vote; and

• (b) one or two proxies if the member is entitled to more than one vote.

the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

The proxy may, but need not, be a member of the Company.

A proxy form is attached to this Notice.

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged at the registered office of the Company or sent by facsimile transmission to the Company's registered office on +61 3 9822 7735 not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

Corporate Representatives

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the chairperson of the Meeting) a natural person to act as its representative at any general meeting.

Voting Entitlement

For the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company’s Register of Members as at 9:00 pm on 2 September 2009 (Melbourne, Victoria time) are entitled to attend and vote at the meeting.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by

MINTAILS LIMITED ABN 45 008 740 672

("the Company")

GENERAL MEETING

EXPLANATORY MEMORANDUM

PURPOSE OF INFORMATION

This Explanatory Memorandum ("this Memorandum") accompanies and forms part of the Company’s Notice of General Meeting at Suite 1, 1233 High Street, Armadale, Victoria 3143 on 4 September 2009 at 4:30pm. The Notice of General Meeting incorporates, and should be read together with, this Memorandum.

BUSINESS

Resolution 1 - Approval of Prior Issue of Shares

The Company anticipates that prior to the General Meeting, in response to written commitments from the following proposed recipients it will have issued 103,000,000 shares at 4.5 cents ($0.045) each, to raise $4,635,000 before issue costs:

Recipient:	Number of shares	$
BluebayMulti-Strategy (Master)Fund Limited	85,800,000	3,861,000
Williams de Broë	17,200,000	774,000
TOTAL:	103,000,000	4,635,000

The funds raised by the placement to the above proposed recipients are intended to be applied:

• (a) to the Company's West Rand slime processing circuit;

• (b) as provision against the Company's anticipated obligations with respect to rehabilitation requirements across its project leases; and

• (c) to further development of the business case with respect to the East Rand Gold (ERGO) Mining project.

By obtaining subsequent approval from members for the above placement in accordance with ASX Listing Rule 7.4, the Company retains the ability to issue further shares or options of up to fifteen per cent (15%) of its capital to take advantage of opportunities to obtain further funds, if required.

The shares are fully paid ordinary shares having the same terms and rights as, and ranking equally with, the Company's existing listed fully paid ordinary shares.

Resolution 2 - Approval to Issue Shares

Resolution 2 is proposed to obtain shareholder approval to issue up to 230,000,000 shares at an issue price of 4.5 cents ($0.045) each, to raise up to $10,350,000 before issue costs.

60,996,534 of the shares which are the subject of Resolution 2 are to be issued to the following applicants, each of which has given the Company written commitments for those shares. The commitments are conditional only upon shareholder approval to issue the shares being obtained.

Applicant (and/or nominee):	Number of shares	$
BluebayMulti-Strategy (Master)Fund Limited	50,863,778	2,288,870
Williams de Broë	10,132,756	455,974
TOTAL:	60,996,534	2,744,844

• 2 -

The above applicants also acquired 103,000,000 shares pursuant to the placement which is the subject of Resolution 1, details of which are set out above.

The balance of the shares which are the subject of Resolution 2 (169,003,466 shares) are proposed to be placed by the Company primarily to institutional investors, clients of brokers and other Australian Financial Services licensees. The Company intends issuing a prospectus in respect of the offer of these shares.

The funds raised by the issue will be applied:

• (a) to the Company's West Rand slime processing circuit;

• (b) as provision against the Company's anticipated obligations with respect to rehabilitation requirements across its project leases; and

• (c) to further development of the business case with respect to the East Rand Gold (ERGO) Mining project.

Brokerage or commissions of not more than 6% of the issue price of the 169,003,466 shares proposed to be placed by the Company may be paid to brokers and other Australian Financial Services licensees which procure subscriptions for the shares, by arrangement with the Company.

Shareholder approval for the proposed issue of shares is required pursuant to ASX Listing Rule 7.1. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period. One circumstance where an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of shareholders in general meeting. By obtaining shareholder approval to issue the shares the Company maintains its ability to issue further securities up to the 15% limit without further shareholder approval, to take advantage of opportunities which may arise to raise additional capital.

The 60,996,534 shares in respect of which commitments conditional on shareholder approval have been received are proposed to be issued on or about 9 September 2009 (or such other date as the Company and the respective applicant may agree).

Subject to the receipt of applications, the balance of 169,003,466 shares will be issued on a date, or progressively on dates, not more than three (3) months after the date of the Meeting.

The Company will apply to ASX for quotation of the shares. The shares will be fully paid ordinary shares having the same terms and rights as, and ranking equally with, the Company's existing listed fully paid ordinary shares.

NOTE:

Unless otherwise specified, all monetary amounts are expressed in Australian dollars.

MINTAILS LIMITED

ABN 45 008 740 672 ("the Company")

PROXY FORM

If you do not wish to direct your proxy how to vote, please place a mark in the box

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I/We _________ of ________ being a member(s) of Mintails Limited and entitled to __ shares appoint: Name of Proxy: ________ Address of Proxy: ___________

By marking this box you acknowledge that the Chairman 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 the Chairman how to vote on the Chairman will not cast your votes on a resolution if he has an interest in the outcome of that resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairman intends voting undirected proxies in favour of the resolutions on which he is permitted to vote.

or in his/her absence, the Chairman of the meeting as my/our proxy to vote on my/our behalf at the General Meeting of the Company to be held at at Suite 1, 1233 High Street, Armadale, Victoria 3143 on 4 September 2009 at 4:30pm and at any adjournment of that meeting.

If two proxies are appointed, complete the following sentence:

This proxy is authorised to exercise ……………….. votes/ ……….. % of my/our total voting rights.

Proxy Instructions

To instruct your proxy how to vote, insert ‘X’ in the appropriate column against each resolution set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting.

I/We direct my/our proxy to vote as indicated below: Resolution 1. Approval of Prior Issue of Shares Resolution 2. Approval to Issue Shares		For	Against	Abstain
If a person: ____ (Signature) ____ Name (print) Date: _//__	If a company: EXECUTED by: ___ Name of company (print) in accordance with the Corporations Act __ __ (Signature) (Signature) Date: _//__

This proxy and any power of attorney or other authority under which it is signed (or a certified copy) must be lodged at: (a) at Suite 1, 1233 High Street, Armadale, Victoria 3143; or

(b) by facsimile on (03) 9822 7735 (international: +61 3 9822 7735),

by 4:30pm 2 September 2009, being not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be.