GREEN360 TECHNOLOGIES LIMITED — Proxy Solicitation & Information Statement 2012

Jun 25, 2012

LITHEX RESOURCES LIMITED ACN 140 316 463

NOTICE OF GENERAL MEETING

TIME : 11.00 am WST DATE : Tuesday, 31 July 2012 PLACE : 75 King Street Perth, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9200 5885.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	12
Schedule 1 – Terms and Conditions of Options	13
Proxy Form	14

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00am on Tuesday, 31 July 2012 at:

75 King Street Perth, Western Australia

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5:00 pm (WST) on 29 July 2012.

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

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

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEET ING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – ISSUE OF SHARES TO MR ROBERT MANDANICI

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Shares to Robert Mandanici (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Robert Mandanici (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – ISSUE OF SHARES TO MR STEVEN CRABBE

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Shares to Steven Crabbe (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Steven Crabbe (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

3. RESOLUTION 3 – ISSUE OF SHARES TO MR MALCOLM CARSON

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 500,000 Shares to Malcolm Carson (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Malcolm Carson (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO MR BRENDON BORG

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 250,000 Options to Mr Brendon Borg on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO MR NEAL SHOOBERT

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 150,000 Options to Mr Neal Shoobert on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – APPROVAL UNDER SECTION 195

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

• “That, subject to and conditional on the passing of Resolutions 1 to 3 (inclusive), for the purposes of Section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Company to complete the transactions as contemplated in this Notice of Meeting.”

Short Explanation: Approval of Resolutions 1-3 may result in the Directors having a “material personal interest” in the matters referred to in this Notice. In the absence of this Resolution 6, the Directors may not be able to form a quorum at any meetings necessary to carry out the transactions contemplated by this Notice.

DATED: 26 JUNE 2012

BY ORDER OF THE BOARD

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NEAL SHOOBERT COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTIONS 1 TO 3 – ISSUE OF SHARES TO RELATED PARTIES

1.1 General

In the Company’s 2011 IPO Prospectus, the Company disclosed that pursuant to the terms and conditions of the executive services agreements entered into with each of Messrs Robert Mandanici, Steven Crabbe and Malcolm Carson ( Related Parties ), each of those Related Parties would be entitled to an issue of Shares to them following the completion of one year’s satisfactory service to the Company.

The purpose of Resolutions 1 to 3 is therefore to seek the approval of Shareholders to enable the Company to issue those Shares referred to in the 2011 IPO Prospectus to each of Messrs Mandanici, Crabbe and Carson.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

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

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

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

The grant of the Shares pursuant to Resolutions 1 to 3 constitutes giving a financial benefit and Messrs Mandanici, Crabbe and Carson are related parties of the Company by virtue of being Directors of the Company.

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

The Directors have considered the exceptions contained in Sections 210 to 216 of the Corporations Act and consider that, although the issue of the Shares is a contractual right granted to the Directors by the Company, they have determined to seek the approval of Shareholders under Section 208 of the Corporations Act.

1.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Shares pursuant to Resolutions 1 to 3:

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• (a) the related parties are Messrs Robert Mandanici, Steven Crabbe and Malcolm Carson and they are related parties by virtue of being Directors of the Company;

• (b) the maximum number of Shares (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

• (i) 1,000,000 Shares to Robert Mandanici;

• (ii) 1,000,000 Shares to Steven Crabbe; and

• (iii) 500,000 Shares to Malcolm Carson;

• (c) the Shares will be allotted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date;

• (d) the Shares will be granted for nil cash consideration as they are being issued pursuant to the terms and conditions of the executive service agreements entered into between the Company and the Directors prior to the undertaking of the Company’s IPO in Match 2011, accordingly no funds will be raised;

• (e) the Shares will rank pari passu with the existing Shares on issue in the Company;

• (f) the value of the Shares to be issued can be determined using the current price of the Company’s Shares trading on ASX on any given day. As the price of the Company’s Shares may fluctuate between the date of this Notice of Meeting and the date of the Meeting, it is not possible to provide an exact value of the Shares. However, the table below outlines the relative values of the Shares using different pricing mechanisms:

Related Party	Mandanici	Crabbe	Carson
Closing Share price as at date of Notice of Meeting	$0.078	$0.078	$0.078
5 day VWAP immediately prior to date of Notice of Meeting	$0.072	$0.072	$0.072
30 day VWAP immediately prior to date of Notice of Meeting	$.069	$.069	$.069

(g) the relevant interests of the Related Parties in securities of the Company are set out below:

are set out below:
Related Party	Shares	Options
Robert Mandanici	2,205,000	Nil

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Steven Crabbe	1.970,000	Nil1
Malcolm Carson	561,081	Nil

• 1 500,000 Options exercisable at $ 0.20 each on or before 30 June 2015.

(h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Robert Mandanici	180,000	173,964
Steven Crabbe	54,500	59,950
Malcolm Carson	45,000	69,000

(i) the effect of the issue of the Shares to the Related Parties will be to increase the number of Shares on issue from 44,080,010 to 46,580,010 (assuming that no existing Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders will be diluted by an aggregate of 5.37%, comprising 2.22% by Mr Mandanici, 2.22% by Mr Crabbe and 1.12% by Mr Carson.

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	21 cents	1 June 2011
Lowest	5.5 cents	25 May 2012
Last	7.8 cents	13 June 2012

(k) the primary purpose of the issue of the Shares to each of the Related Parties is to comply with the contractual requirements of the executive service agreements entered into by the Company with each of the Related Parties prior to the undertaking of the IPO in 2011. A summary of the terms and conditions of each of those executive service agreements is contained in the 2011 IPO Prospectus, which is available on the Company’s announcements platform at www.asx.com.au;

(l) Mr Mandanici declines to make a recommendation to Shareholders in relation to Resolution 1 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Shares in the Company should Resolution 1 be passed. However, in respect of Resolutions 2 and 3, Mr Mandanici recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (i) the issue of the Shares to each of Mr Crabbe and Mr Carson is a contractual obligation of the Company under the terms of their respective executive service agreements with the Company;

• (ii) neither of Mr Crabbe or Mr Carson have undertaken any action in their role as Directors of the Company in the previous 12

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months that would disqualify them from receiving these Shares in accordance with their contractual terms;

• (m) Mr Crabbe declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution on the basis that Mr Crabbe is to be granted Shares in the Company should Resolution 2 be passed. However, in respect of Resolutions 1 and 3, Mr Crabbe recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (i) the issue of the Shares to each of Mr Mandanici and Mr Carson is a contractual obligation of the Company under the terms of their respective executive service agreements with the Company;

• (ii) neither of Mr Mandanici or Mr Carson have undertaken any action in their role as Directors of the Company in the previous 12 months that would disqualify them from receiving these Shares in accordance with their contractual terms;

• (n) Mr Carson declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution on the basis that Mr Carson is to be granted Shares in the Company should Resolution 3 be passed. However, in respect of Resolutions 1 and 2, Mr Carson recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (i) the issue of the Shares to each of Mr Mandanici and Mr Crabbe is a contractual obligation of the Company under the terms of their respective executive service agreements with the Company;

• (ii) neither of Mr Mandanici or Mr Crabbe have undertaken any action in their role as Directors of the Company in the previous 12 months that would disqualify them from receiving these Shares in accordance with their contractual terms;

• (o) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 1 to 3.

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

2. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO MR BRENDON BORG

2.1 General

On 29 May 2012, the Company issued 250,000 Options to Mr Brendon Borg, the Company’s Exploration Manager, in consideration for his services rendered over the past 12 months by Mr Borg to the Company within his employment.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options.

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ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 4:

• (a) 250,000 Options were allotted;

• (b) the Options were issued for nil chase consideration in satisfaction of services provided by Mr Brendon Borg within his employment as Exploration Manager;

• (c) the Options will be issued on the terms and conditions set out in Schedule 1;

• (d) the Options were allotted and issued to Mr Brendon Borg, who is not a related party of the Company; and

• (e) no funds were raised from this issue as the Options were issued in to Mr Borg for the reasons set out in Sections 2.1 and 2.2(b) above.

3. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO NEAL SHOOBERT

3.1 General

On 29 May 2012, the Company issued 150,000 Options to Mr Neal Shoobert, the Company Secretary, in consideration for his services provided over the previous 12 months in the role of Company Secretary.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 2.1 above.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 5:

• (a) 150,000 Options were allotted;

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• (b) the Options were issued for nil chase consideration in satisfaction of company secretarial services provided by Mr Shoobert within his employment as Company secretary;

• (c) the Options will be issued on the terms and conditions set out in Schedule 1;

• (d) the Options were allotted and issued to Mr Neal Shoobert, who is not a related party of the Company; and

• (e) no funds were raised from this issue as the Options were issued for the reasons set out in Sections 3.1 and 3.2(b).

4. RESOLUTION 6 – SECTION 195 APPROVAL

Approval of Resolutions 1 to 3 may result in the Directors having a “material personal interest” in the matters referred to in this Notice. In the absence of this Resolution 6, the Directors may not be able to form a quorum at any meetings necessary to carry out the transactions contemplated by Resolutions 1 to 3.

Accordingly, Shareholder approval is being sought to allow the Directors to form a quorum to implement the transactions contemplated in this Notice.

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GLOSSARY

$ means Australian dollars.

2011 IPO Prospectus means the prospectus lodged by the Company with ASIC dated 9 March 2011 related to the initial public offering of the Company.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Lithex Resources Limited (ACN 140 316 463).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

IPO means the Company’s initial public offering.

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

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Proxy Form means the proxy form accompanying the Notice.

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

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

Shareholder means a holder of a Share.

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) Each Option will expire at 5.00pm (WST) on 29 May 2015 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.15 ( Exercise Price ).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) The Options are not transferable except with the prior written consent of the board of directors of the Company.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (m) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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PROXY FORM

APPOINTMENT OF PROXY LITHEX RESOURCES LIMITED ACN 140 316 463

GENERAL MEETING

I/We of

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being a member of Lithex Resources Limited entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 11.00 am (WST), on 31st July 2012 at 75 King Street, Perth Wester Australia, and at any adjournment thereof.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 3 please place a mark in this box.

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

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the General Meeting

FOR AGAINST

ABSTAIN Resolution 1 – Issue of Shares to Mr Robert Mandanici Resolution 2 – Issue of Shares to Mr Steven Crabbe Resolution 3 – Issue of Shares to Mr Malcolm Carson Resolution 4 – Ratification of Prior Issue of Options to Mr Brendon Borg Resolution 5 – Ratification of Prior Issue of Options to Mr Neal Shoobert Resolution 6 – Approval under Section 195 Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

on a poll.
If two proxies are being appointed, the	proportion of voting rights this proxy represents is		%
Signature of Member(s):			Date:
____
Individual or Member 1	Member 2	Member 3
Sole Director/Company	Director	Director/Company Secretary
Secretary

Contact Name: _____ Contact Ph (daytime): _________

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LITHEX RESOURCES LIMITED ACN 140 316 463

Instruc tions for Com p letin g ‘A pp ointment o f Prox y ’ Form

1. ( Appointing a Proxy ): A member entitled to attend and cast a vote at an General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member may appoint a second proxy to attend and vote on their behalf at the meeting. However, where both proxies attend the meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

4. ( Individual ): Where the holding is in one name, the member must sign.

5. ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

6. ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

7. ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

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

9. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

10. (a) post to Lithex Resources Limited, 75 King Street, Perth WA 6000; or

11. (n) facsimile to the Company on facsimile number +61 8 9486 4586;or

12. (o) email to the Company at admin@lithex.com.au,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid

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