GREENVALE ENERGY LTD — AGM Information 2011

Oct 18, 2011

ESPERANCE MINERALS LIMITED

ACN 009 815 605

NOTICE OF GENERAL MEETING

TIME: 9.00am (EDST) DATE: Monday 30 November 2011

PLACE: The offices of RSM Bird Cameron, Level 12, 60 Castlereagh Street, Sydney

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 2) 9299 8898.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	19
Annexure 1 Rights Attaching to Greenvale Shares	21
Annexure 2 Risk Factors for Greenvale Shares	24
Proxy Form	28

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The general meeting of the Shareholders to which this Notice of Meeting relates will be held at 9.00am (EDST) on 30 November 2011 at:

The offices of RSM Bird Cameron Level 12 60 Castlereagh Street Sydney

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the 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.

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NOTICE OF GENERAL MEETING

Notice is given that the general meeting of Shareholders will held at the offices of RSM Bird Cameron, Level 12, 60 Castlereagh Street, Sydney on 30 November 2011.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 7.00pm (Sydney time) on 28 November 2011.

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

AGENDA

1. RESOLUTION 1 – DISPOSAL OF PARTICIPATING INTERESTS IN MINING TENEMENTS AND ALPHA RESOURCES PTY LTD SHAREHOLDING

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

“That, for the purposes of ASX Listing Rule 11.2 and for all other purposes, approval is given for the sale by the Company of all of its participating interests in the Lowmead Joint Venture, Nagoorin Joint Venture and the Company’s 19,999 shareholding in Alpha Resources Pty Ltd to Greenvale Mining NL 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 might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed 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.

2. RESOLUTION 2 – IN SPECIE DISTRIBUTION OF GREENVALE SHARES

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

“That, subject to the passing of Resolution 1 in this Notice of Meeting, for the purposes of clause 2.6 of the Constitution, sections 256B and 256C of the Corporations Act and for all other purposes, approval is given for the net assets of the Company to be reduced by the Company making a pro rata in specie distribution of 21,081,064 Greenvale Shares to the Shareholders registered on the Record Date, in proportion to their registered shareholding in the Company on that date, on the terms and conditions set out in the Explanatory Statement.”

Short Explanation: Under the Corporations Act, the Company must seek Shareholder approval by ordinary resolution to an equal reduction of capital. Please refer to the Explanatory Statement for further details.

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Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the Resolution is passed 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.

DATED: 17 OCTOBER 2011

BY ORDER OF THE BOARD

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ROBERT LEES COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 9.00am (EDST) on 30 November 2011 at the offices of RSM Bird Cameron, Level 12, 60 Castlereagh Street, Sydney.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. OVERVIEW

1.1 Background

The Company currently holds participating interests in joint ventures with Greenvale Mining NL (Greenvale) and Queensland Energy Resources Limited (QER) in respect of the following tenements.

	CURRENT	CURRENT	CURRENT
Tenement	Joint Venture Participating Interest
	Company	Greenvale	QER
Lowmead (MDL 188)	50%	25%	25%
Nagoorin (MDL 234) – in application (EPM 7721)	25%	50%	25%
Alpha (MDL 330)*	50%	50%	0%

*The interest in the Alpha joint venture is held by Alpha Resources Pty Ltd, a joint venture company.

On 22 June 2011 the Company announced to ASX that it had entered into an agreement with Greenvale (the Agreement) whereby the Company has agreed to sell its participating interest in the each of the Lowmead Joint Venture, Nagoorin Joint Venture and sell its interest in Alpha Resources Pty Ltd in respect of the Alpha joint venture (the Esperance Assets) to Greenvale (the Transaction).

Under the terms of the Agreement, the consideration payable by Greenvale to Esperance to acquire the Esperance Assets is the issue of 17,491,764 Greenvale Shares.

Completion of the Transaction is subject to the satisfaction or waiver of conditions precedent which include approval by the shareholders of the Company and Greenvale to give effect to the Transaction, obtaining any necessary consents and approvals required under the Mineral Resources Act 1989 (Qld) and obtaining any necessary third party consents and waivers to give effect to the Transaction.

QER possesses a pre-emptive right to the Lowmead and Nagoorin tenements pursuant to the joint venture agreements concerning each tenement. Pursuant to the terms of the joint venture agreements, Esperance gave QER written notice of its intent to dispose of its interests in the Lowmead and Nagoorin tenements. On 19 July 2011, QER confirmed that it would exercise its pre-emptive rights in respect of both the Lowmead and Nagoorin tenements. QER will pay the Company:

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• $851,773.46 in cash, representing one-third of the value of the Company’s participating interest in the Nagoorin joint venture; and

• $751,690.08 in cash, representing half of the value of the Company’s participating interest in the Lowmead joint venture.

On completion of the Transaction, the Company will no longer hold any participating interests in the Lowmead, Nagoorin and Alpha joint ventures and the participating interests will be as follows:

	POST-ACQUISITION	POST-ACQUISITION	POST-ACQUISITION
Tenement	Joint Venture Participating Interest
	Company	Greenvale	QER
Lowmead (MDL 188)	0%	50%	50%
Nagoorin (MDL 234) – in application (EPM 7721)	0%	66.6%	33.3%
Alpha (MDL 330)	0%	100%	0%

Following completion of the Transaction, the Company intends to conduct an in specie distribution on a pro rata basis to Shareholders of:

• (a) the 17,491,764 Greenvale Shares issued to the Company pursuant to the Agreement; and

• (b) the 3,589,300 Greenvale Shares the Company currently holds.

1.2 Indicative Timetable

Subject to ASX Listing Rules and Corporations Act requirements, the Company anticipates completion of the Transaction will be in accordance with the following timetable:

Notice of Meeting and Prospectus despatched to Shareholders	22 October 2011
General Meeting to approve Transaction and in specie distribution of Greenvale Shares	30 November 2011
Company notifies ASX that Shareholders approved the in specie distribution	30 November 2011
Satisfaction/waiver of all conditions in Agreement	2 December 2011
Ex Date	2 December 2011
Settlement of Agreement	7 December 2011
Record date to determine entitlements of Shareholders to Greenvale Shares under the in specie distribution	8 December 2011
In specie distribution to Shareholders of Greenvale Shares	15 December 2011

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1.3 Effect of the Agreement and Resolutions 1 and 2 on the Company, Shareholders and optionholders

• (a) Effect on the Company

• If the Agreement is approved and completed:

• (i) the Company’s assets will comprise the Kununurra and Yampi Sound projects and the Company will cease to hold its participating interests in the Lowmead Joint Venture, Nagoorin Joint Venture and 19,999 shares in Alpha Resources Pty Ltd;

• (ii) if Resolution 1 is passed, the Company will hold 17,491,764 Greenvale Shares, issued to the Company pursuant to the Agreement, in addition to the 3,589,300 Greenvale Shares currently held by the Company (a total of 21,081,064 Greenvale Shares);

• (iii) if Resolution 2 is passed, the Company will undertake an in specie distribution of the 21,081,064 Greenvale Shares to the Company’s Shareholders in which case the Company will no longer have an ownership interest in any Greenvale Shares; and

• (iv) the Board will have a stronger focus on the Kununurra and Yampi Sound projects. It will also continue to evaluate potential exploration/mining opportunities in the resource sector

• (b) Effect on Shareholders

If the Agreement is approved and completed:

• (i) a Shareholder will own Greenvale Shares on the basis that approximately one (1) Greenvale Share for every four (4) Shares held in the Company; and

• (ii) for tax consequences, see section 1.12 below.

• (c) Effect on optionholders

• If the Agreement is approved and completed:

• (i) the number of options held in the Company by an Optionholder will remain the same; and

• (ii) the exercise price of the options will be reduced by $0.003 to reflect the reduction in capital.

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1.4 Pro-forma Balance Sheet

An unaudited pro-forma balance sheet of the Company’s audited balance sheet as at 30 June 2011 as a result of the Transaction is set out below:

Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Investments in related party listed securities Intangible assets – Exploration and evaluation expenditure Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Borrowings Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Fair value reserves Accumulated losses Equity Attributable to Equity Holders of the Parent Non-controlling interest Total Equity	Actual Audited 30 June 2011 $ 1,146,628 2,500 1,149,128 376,877 2,133,732 2,510,609 3,659,737 176,462 - 176,462 176,462 3,483,275 12,289,136 136,393 (8,942,260) 3,483,269 6 3,483,275	Pro-forma Pre-In- species Distribution 30 June 2011 $ 2,568,109 18,250 2,586,359 2,475,889 444,209 2,920,098 5,506,457 227,250 - 227,250 227,250 5,279,207 12,289,136 136,393 (7,146,328) 5,279,201 6 5,279,207	Pro-forma Post In- species Distribution 30 June 2011 $ 2,568,109 18,250
			2,586,359
			- 444,209
			444,209
			3,030,568
			227,250 -
			227,250
			227,250
			2,803,318
			9,813,247 - (7,009,935)
			2,803,312 6
			2,803,318

Effect of Capital Reduction on Shareholders

• (a) The Greenvale Shares will be distributed directly to Eligible Shareholders pro-rata to the number of Shares in the Company held on the Record Date. The precise number and value of Greenvale Shares which each Eligible Shareholder will receive will only be able to be determined on the Record Date. However, based on the number of existing Shares, it is anticipated that each Eligible Shareholder will receive approximately 1 Greenvale share for every 4 Esperance Shares held.

• (b) Fractional entitlements to Greenvale Shares will be rounded down to the nearest whole number.

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• (c) The number of Greenvale Shares received may vary in the event that Options are exercised prior to the Record Date. If all 16,100,000 Options were exercised the distribution would be approximately 1 Greenvale share for every 4.75 Esperance Shares held.

• (d) The value of Greenvale Shares received will be finally determined with reference to the closing price on ASX of Greenvale Shares on the last the trading day before the Meeting.

1.5 Effect on Capital Structure

The capital structure at the date of this notice of general meeting is:

Total number of Esperance ordinary fully paid shares on issue	84,039,679
Total number of Options – expiring 30 June 2014 and exercisable at 5 cents	16,100,000

On completion of the In Specie distribution of the Greenvale shares the issued capital structure of the Company will remain the same as above.

1.6 Intentions of the Company if the Agreement is approved and implemented

The Company will remain focussed on its Kununurra and Yampi Sound projects. It will also continue to actively review new opportunities in the resource sector.

1.7 Intentions of the Company if the Agreement is not approved and implemented

The Company will continue to actively explore its Kununurra and Yampi Sound projects and evaluate new opportunities in the resource sector. The Company will also continue to hold its participating interests in the Lowmead Joint Venture, Nagoorin Joint Venture and own 19,999 shares in Alpha Resources Pty Ltd. The Company will remain a shareholder in Greenvale.

1.8 Information about Greenvale and Greenvale Shares

• (a) Disclosing entity

Greenvale is a disclosing entity for the purposes of the Corporations Act as Greenvale Shares are quoted on ASX. It is therefore subject to regular reporting and disclosure obligations. Shareholders may obtain or inspect a copy of the 2010 annual report of Greenvale and any continuous disclosure notices given by Greenvale to ASX or ASIC after 24 September 2010 from an ASX or ASIC office during normal business hours or from the ASX website www.asx.com.au (ASX Code: GRV) or from the Greenvale website www.greenvalemining.com.au. The Company will provide a copy of any such documents to a Shareholder on request free of charge.

• (b) Rights attaching to Greenvale Shares

The Greenvale Shares distributed to Shareholders will rank equally with all other fully paid ordinary shares in the capital of Greenvale on issue. Full details of the rights attaching to Greenvale Shares are set out in the Greenvale constitution. Those rights are described in Annexure 1, and

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are reproduced from page 20 of Greenvale’s prospectus dated 13 December 2010 which was lodged with the ASIC on that date.

Greenvale will be applying for official quotation on ASX of the Greenvale Shares issued to the Company and Shareholders will be able to trade those shares once they receive them as a result of the Company issuing a prospectus for those shares.

(c) Greenvale Share Price

Greenvale has been trading on ASX since 28 July 1971. For the last three months before the date of the Notice of Meeting, the highest price on ASX has been 12 cents and the lowest price has been 9 cents. On the last trading day before the date of this Notice of Meeting GRVs closing price was 12 cents.

(d) Greenvale risk factors

Greenvale Shares should be regarded as speculative and carry no guarantee of payment of dividends, return of capital or of their market value. There are various risks factors to which Greenvale is subject and a list of material risk factors is set out in Annexure 2. These risk factors include but are not limited to licence renewal risks, the ongoing Queensland moratorium on oil shale, the new Queensland land usage rules, exploration success risk, development and operating risks, commodity price volatility and exchange rate risk, risks, environmental risk and future capital risk.

1.9 Information about the Company

The Company is a disclosing entity for the purposes of the Corporations Act as Greenvale Shares are quoted on ASX. It is therefore subject to regular reporting and disclosure obligations. Shareholders may obtain or inspect a copy of the 2010 annual report of Greenvale and any continuous disclosure notices given by Greenvale to ASX or ASIC after 30 September 2010 from an ASX or ASIC office during normal business hours or from the ASX website www.asx.com.au (ASX Code: ESM) or from the Company website www.esperanceminerals.com. The Company will provide a copy of any such documents to a Shareholder on request free of charge.

1.10 Overseas Shareholders

Distribution of Greenvale Shares to any Shareholder with a registered address outside Australia or New Zealand under the in specie distribution in Resolution 2 will be subject to legal and regulatory requirements in the relevant jurisdictions of those Shareholders.

If the requirements of any such jurisdiction restricts or prohibits the distribution of Greenvale Shares as proposed or would impose on the Company an undue obligation or burden, the Greenvale Shares to which the relevant overseas Shareholder is entitled will be sold by the Company on their behalf as soon as practicable after the distribution and the Company will then account to the Shareholder for the net proceeds of the sale. The price of the Greenvale Shares will vary from time to time and the net proceeds of sale may be more or less than the closing price for the Greenvale Shares on the day of distribution of the Greenvale Shares to Shareholders.

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1.11 Prospectus

According to ASIC Regulatory Guide 188 (Disclosures in Reconstructions) an invitation to Shareholders to vote on Resolution 2 for the in specie distribution of the Greenvale Shares constitutes an offer of securities under Chapter 6D of the Corporations Act and a prospectus is required unless an exemption applies.

As no exemption is currently available to the Company, a prospectus will be lodged with the ASIC. The prospectus will be sent to Shareholders at the same time as this Notice of General Meeting is sent to Shareholders.

1.12 Tax implications for Shareholders

The following is a general summary of the potential tax implications of the capital reduction by way of in specie distribution of Greenvale Shares to the Shareholders. The comments only apply to Shareholders who are residents of Australia for tax purposes. Non-resident Shareholders should obtain tax advice on the implications of the capital reduction to their Australian tax position and the tax rules in their country of residence.

The summary of potential tax consequences is general in nature and Shareholders should obtain and rely on their own taxation advice in relation to the taxation consequences of the capital reduction by way of in specie distribution in Resolution 2. Neither the Company nor any of its officers accept any responsibility or liability in respect of those consequences.

The capital reduction by way of the in specie distribution of Greenvale Shares to the Shareholders will constitute a demerger for taxation purposes.

Consequences of demerger for Shareholders

The demerger is a Capital Gains Tax (CGT) event happening to each share in the Company held by Shareholders.

Owners of shares in the Company can elect to obtain roll-over relief to defer CGT consequences for the CGT event that happens to their shares under the demerger.

If a Shareholder makes this election, a capital gain or capital loss made in respect of their shares in the Company will be disregarded. No formal election is required to be lodged in order to choose to obtain demerger roll-over relief. A Shareholder who does make such an election must prepare their 2012 income tax return in a manner consistent with that election.

Normal CGT consequences apply if a taxpayer chooses to not take advantage of the election. Accordingly, any capital gain made as a result of the capital reduction per shares will not be disregarded and will be included in calculating the Shareholder's assessable income. A capital gain will arise if the proceeds received for the capital reduction exceed the Shareholder's CGT cost base of the shares in the Company. The Shareholder will need to include the capital gain in their income tax return. Shareholders who are individuals, trusts or complying superannuation funds may be entitled to reduce any capital gain (after taking into account any capital losses they may have) by the relevant CGT discount rate, if they have held or are deemed to have held their shares in the Company for at least 12 months prior to the time of the demerger.

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Regardless of whether an election to obtain CGT roll-over relief is made:

• (a) Each Shareholder must recalculate the CGT cost base of their shares in the Company (if they retain any such shares) to reflect the change in value caused by the demerger. Shareholders must also calculate the CGT cost base of their new shares in Greenvale.

The first element of the CGT cost base or reduced cost base of each Shareholder's remaining shares in the Company (if any) and the new Greenvale shares is determined by:

• (i) aggregating the Shareholder's CGT cost base of shares in the Company (prior to the demerger);

• (ii) attributing a percentage of the Shareholder's aggregate predemerger CGT cost base of shares in the Company to the shares retained post-demerger (again, if any);and

• (iii) attributing a percentage of the Shareholder's aggregate predemerger CGT cost base of shares in the Company to the new Greenvale shares.

The above apportionment of the pre-demerger CGT cost base of shares in the Company must be done on a reasonable basis, such as having regard to the 5- day volume weighted average price (VWAP) of the Company and Greenvale shares as traded on the ASX immediately after the effective date of the demerger.

• (b) Shareholders will be taken to have acquired their new Greenvale shares on the same date they originally acquired shares in the Company for CGT purposes. This point is relevant for the purpose of determining Shareholders' eligibility for a discounted capital gain on any future disposal of their new Greenvale shares.

The demerger will also not give rise to income tax consequences for Shareholders. The in specie distribution of Greenvale shares to the Company's Shareholders will not be a dividend for tax purposes because it is not paid out of profits. Furthermore, based on the background facts, the anti-avoidance measures of Australian tax law will not apply to the in specie distribution and it will therefore not be deemed to be a dividend in the hands of Shareholders.

Consequences for the Company

The specie distribution of Greenvale Shares to the Shareholders will result in a CGT event happening to each Greenvale share held by the Company.

Any capital gain or capital loss made by the Company from this CGT event will be disregarded for taxation purposes.

2. RESOLUTION 1 – DISPOSAL OF PARTICIPATING INTERESTS IN MINING TENEMENTS AND ALPHA RESOURCES PTY LTD SHAREHOLDING

2.1 Background

On 22 June 2011 the Company announced to ASX that it had entered into the Agreement for the disposal of the Esperance Assets. A summary of the Agreement is contained in Section 1.1 of this Explanatory Statement.

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Listing Rule 11.2 provides that an entity must seek the approval of its Shareholders before disposing of its main undertaking. As the Transaction represents the disposal of the Company’s main undertaking, Shareholder approval is sought for Company to dispose of its participating interests in the Lowmead Joint Venture, Nagoorin Joint Venture and Alpha Resources shareholding pursuant to this Resolution 1.

2.2 Advantages and disadvantages disposal

Set out below are non-exhaustive lists of what the Directors consider to be the advantages and disadvantages of the Transaction.

Advantages

The Directors believe that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the proposed Transaction:

• (a) the Company can focus on other activities, including the Kununurra and Yampi Sound projects where exploration results over the past 12 months have been exciting;

• (b) the Transaction will remove the not insignificant holding costs of the Lowmead, Nagoorin and Alpha Joint Ventures which are unable to be commercialised while the Queensland Government Moratorium on the development of Oil Shale Projects remains in force;

• (c) the receipt the $1.6 million cash from QER will increase ESM’s cash reserves to in excess of $2.5 million and leaves the company well funded the continue exploration on its Kununurra and Yampi Sound Projects without suffering the dilution associated with a capital raising.

• (d) the Company will receive 17,491,764 Greenvale Shares on completion of the Transaction;

• (e) the distribution of the shares in Greenvale Mining will result in Esperance shareholders effectively maintaining their exposure to the Lowmead Joint Venture, Nagoorin Joint Venture and Alpha Resources shareholding.

• (f) the consolidation of the ownership of the Lowmead Joint Venture, Nagoorin Joint Venture and Alpha Resources removes the need for available funds to be lost to two sets of corporate overheads; and

• (g) the move of Greenvale to clear majority ownership of the Lowmead, Nagoorin, and Alpha Joint Ventures sees them far better placed to advance the projects by introducing a partner, with this subsequent benefit flowing to Shareholders via the distributed Greenvale Shares.

Disadvantages

The Directors believe that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the proposed Transaction:

• (a) the Company will not be able to participate in or derive any future potential profits from the Lowmead and Nagoorin joint ventures and the Alpha joint venture;

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• (b) the Transaction may not be consistent with the investment objectives of all Shareholders.

2.3 Director recommendations

Mr Gabriel Lorentz is a director of each of the Company and Greenvale and therefore abstains from making a recommendation to Shareholders. Based on the information available, Kris Knauer and Toufic Rahi consider that the proposed Transaction is in the best interests of the Company and recommend that the Shareholders vote in favour of the Resolution.

A voting exclusion statement is included in the Notice.

3. RESOLUTION 2 – IN SPECIE DISTRIBUTION OF GREENVALE SHARES

3.1 Sections 256B and 256C Corporations Act

The Transaction, as summarised in Section 1.1 of this Explanatory Statement, provides for the issue of 17,491,764 Greenvale Shares to the Company. The Board considers it appropriate for the Greenvale Shares issued to the Company pursuant to the Transaction, as well as the 3,859,300 Greenvale Shares the Company currently holds, to be distributed to the Company’s Shareholders (Distribution) and this is included in the conditions precedent to the Agreement. This distribution requires Shareholder approval and Resolution 2 seeks that approval.

The in specie distribution of the Greenvale Shares is a capital reduction. Section 256B (1) of the Corporations Act applies to this distribution. The three requirements in that section are that the reduction:

• (a) is fair and reasonable to the Company’s shareholders as a whole;

• (b) does not materially prejudice the Company’s ability to pay its creditors; and

• (c) is approved by shareholders under section 256C.

As to (a), as all Shareholders are being treated equally, the reduction is fair and reasonable.

As to (b), the capital reduction results in an asset of the Company, the Greenvale Shares, being transferred to the Shareholders without the Company receiving any consideration for those shares and results in the value of the assets of the Company being reduced by the fair value of the Greenvale Shares.

The Company raised $875,000 by the placement of 10,710,000 Shares, as announced on 11 April 2011, preceding entering into the Agreement to enable the Company to fund a $500,000 exploration program at the Company’s 70% owned Kununurra base metal project and for general working capital purposes. The Board is confident that further capital raisings can be achieved as required. Having regard to these factors, the Board is of the view that the capital reduction does not materially prejudice the Company’s ability to pay its creditors.

As to (c), the reduction is an equal reduction because in terms of section 256B (2):

(a) it relates only to ordinary shares;

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• (b) it applies to each holder of ordinary shares in the proportion to the number of ordinary shares they hold; and

• (c) the terms of the reduction are the same for each holder of ordinary shares.

If Resolution 2 is passed, the Company will make all necessary arrangements to transfer the Greenvale Shares to Shareholders and Shareholders will receive a holding statement in relation to the Greenvale Shares.

3.2 Advantages of the Distribution

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the proposed Distribution:

• (a) each Shareholder will retain an interest in the development of the Esperance Assets to be distributed through their individual pro-rata shareholdings in Greenvale;

• (b) each Shareholder will be free to either hold or sell their Greenvale Shares independently and will not be subject to control over this investment indirectly through the Company;

• (c) each Shareholder will be able to sell their Greenvale Shares on market; and

• (d) the increased number of Fully Paid Shares in Greenvale and the distribution of these is likely result in improved liquidity in the trading of Fully Paid Shares in Greenvale.

3.3 Disadvantages of the Distribution

The Directors believe that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the proposed Distribution:

• (a) there is no guarantee that the Greenvale Shares will increase in value (following the Distribution); and

• (b) Shareholders may incur additional transaction costs if they wish to dispose of their new investment in Greenvale.

3.4 Board of Greenvale

The board of Greenvale comprises of the following:

Elias Khouri Chairman

Mr Khouri has been involved in international financial equity markets since 1987 through his involvement in a wide range of companies listed on the ASX, AIM, TSX, NYSE, NASDAQ and the Frankfurt Stock Exchange.

Through Mr Khouri’s extensive experience in these equity markets he has developed expertise in corporate finance, advisory, capital raisings, joint venture and farm-in negotiations for both listed and unlisted companies.

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Mr Khouri has provided advisory services to a number of companies across a breadth of industries ranging from bio-technology, funds management, telecommunications, media and entertainment and the mining industry.

Gabriel Lorentz

Non-executive Director

Mr Lorentz was previously a director of Amad NL which discovered the Naberlek uranium deposit. Another company where Mr Lorentz was previously a director, Pexa Oil NL, was involved in the production of oil and gas in Queensland. He was also a director of Wambo Mining NL, which operates a coal mine near Singleton, NSW. Mr Lorentz had a private minerals exploration company which discovered Porgera in Papua New Guinea, one of the world’s largest gold mines operating today. This property was sold to a consortium consisting of Placer, MIM and Consolidated Goldfields.

Mr Lorentz is also a director of the Company (appointed 26 June 1974) and is a former director of East Coast Minerals NL.

Joseph Obeid Non-executive Director

Mr Obeid has extensive business development, operational and management experience across a wide range of industries. He has particular expertise in identifying business opportunities together with the development and implementing of effective business strategies to ensure optimum profitability.

Mr Obeid is also a director of Boss Energy Limited (appointed 16 February 2006).

3.5 Additional Important Information for Shareholders

In accordance with Section 256C of the Corporations Act and the ASX Listing Rules, the Company provides the following information to Shareholders:

• (a) the Distribution is conditional upon Shareholders approving the disposal of the Esperance Assets pursuant to Resolution 1 as well as the Distribution pursuant to this Resolution 2;

• (b) the capital structure of the Company as at the date of this Notice is:

Number of Shares	Number of Options,
84,039,679	16,100,000

(c) The capital structure of Greenvale as at the date of this Notice is:

Number of Greenvale Shares	Number of Greenvale Options
45,390,132	5,062,633

(d) the Record Date will be 5.00pm EST on that date which is 6 business days after Shareholder approval is obtained.

3.6 Duty

The Company’s Shareholders will not bear any duty on the transfer of Greenvale Shares to them pursuant to the Distribution.

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3.7 Lodgement with the ASIC

The Company has lodged with the ASIC a copy of this Notice and the Explanatory Statement in accordance with Section 256C(5) of the Corporations Act. If Resolution 2 is passed, the reduction of capital will take effect in accordance with the timetable previously approved by the ASX.

3.8 Other Material Information

All information known to the Company that is material to the decision on how to vote on Resolution 2 have been included or referred to in this Explanatory Statement other than information which has been previously disclosed to Shareholders and it would unreasonable to require the Company to disclose that information again.

3.9 Directors’ Interests

Set out below is a table which indicates the Shares held by the Directors prior to the Distribution and the number of Greenvale Shares they are likely to receive if Resolution 2 is passed:

Director	Esperance Shares	Approximate number of Greenvale Shares each Director will receive if Resolution 2 is passed
Kris Knauer	2,331,083	582,771
Gabriel Lorentz	4,000	1,000
Toufic Rahi	680,006	170,001

The table below sets out the remuneration provided to the Directors of the Company and their associated companies during the last financial year prior to the date of this Notice of Meeting and their current remuneration at the date of this Notice of Meeting, inclusive of superannuation, directors’ fees and consultancy fees.

Director	Current Financial Year	Previous Financial Year
Kris Knauer	$35,000	$26,736
Gabriel Lorentz	$38,150	$38,150
Toufic Rahi	$43,619	$25,121

3.10 Director recommendations

Mr Gabriel Lorentz is a director of each of the Company and Greenvale and therefore abstains from making a recommendation to Shareholders. After considering all relevant factors, Kris Knauer and Toufic Rahi recommend the Shareholders vote in favour of Resolution 2 for the following reasons:

• (a) after a full and proper assessment of all available information they believe that the Distribution is in the best interests of Shareholders; and

• (b) in the opinion of the Directors, the benefits of the Distribution outweigh its disadvantages as referred to in Sections 3.2 and 3.3.

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4. ENQUIRIES

Shareholders are requested to contact Robert Lees, Company Secretary, on (+ 612) 9229 8898 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

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 Esperance Minerals Limited (ACN 009 815 605).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EDST means Eastern Daylight Savings Time as observed in Sydney, New South Wales.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

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

Greenvale means Greenvale Mining NL (ACN 000 743 555).

Greenvale Shares means fully paid ordinary shares in the capital of Greenvale Mining NL.

Lowmead Joint Venture means the joint venture in respect of the Lowmead Tenement between the Company, Greenvale Mining NL and Queensland Energy Resources established pursuant to a joint venture agreement dated 2 May 1980 between the Company, Greenvale Mining NL, Southern Pacific Petroleum NL and Central Pacific Minerals NL and by a deed of covenant, undated, under which Queensland Energy Resources agreed to be bound, on and from 27 April 2004, by the joint venture agreement in place of South Pacific Petroleum NL.

Lowmead Tenement means mineral development licence numbered MDL 188.

Nagoorin Joint Venture means the joint venture in respect of the Nagoorin Tenement between the Company, Greenvale Mining NL and Queensland Energy Resources established pursuant to a joint venture agreement dated 2 May 1980 between the Company, Greenvale Mining NL and Southern Pacific Petroleum NL and Central Pacific Minerals NL and by a deed of covenant, undated, under which Queensland Energy Resources agreed to be bound, on and from 27 April 2004, by the joint venture agreement in place of South Pacific Petroleum NL.

Nagoorin Tenement means the application for mineral development licence numbered MDL 234 and the exploration permit numbered EPM 7721.

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

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PKF means PKF Australia Ltd.

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.

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ANNEXU R E 1 – R IG HTS AT TAC HING TO G R EENV AL E S HAR ES

The share capital of Greenvale consists of ordinary shares. A summary of the more significant rights attaching to the Greenvale Shares is set out below. The summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Greenvale shareholders.

Full details of the rights attaching to all Greenvale Shares are set out in Greenvale’s constitution, a copy of which is available on request.

1. Shareholder liability

The acceptance of shares in Greenvale does not contractually bind the shareholder to make any contribution towards the debts and liabilities of Greenvale or to pay calls in respect of shares.

2. Calls on Shares

The directors may make a call on a shareholder for some or all of the money unpaid on a partly paid share held by the shareholder. A call may be made payable by instalments and a call may be revoked, postponed or extended by directors. If a shareholder fails to pay a call or instalment of a call, the subject to the Corporations Act and the Listing Rules, the shares in respect of the call may be forfeited in accordance with the constitution.

3. Voting Rights

Subject to any rights or restrictions attached to any class of shares and Greenvale’s constitution, at a meeting of shareholders, on a show of hands, every shareholder has one vote.

On a poll, each shareholder has one vote for each share held..

The vote may be exercised in person or by proxy, body corporate representative or attorney.

A holder of shares has no right to vote if calls due and payable on those shares have not been paid. No person is entitled to any vote in respect of forfeited shares.

4.

Variation of rights

If shares of another class are issued, the rights, privileges and restrictions attaching to the shares may be subject to the Listing Rules be varied with sanction of special resolution passed as a separate general meeting of the shareholders of the shares or with the written consent of at least three quarters of the shareholders of the shares.

5.

Dividends

Subject to the Corporations Act and the rights of holders (if any) of shares issued with any special preferential or qualified rights, the profits of Greenvale which the directors may from time to time determine to distribute by way of dividend will be paid to shareholders in proportion to the number of shares held by them irrespective of the amount paid up or credited as paid up on the shares.

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6. Future Issues of Securities

Subject to the Corporations Act and any other regulatory requirements, the issue of shares in Greenvale is under the control of the directors. The directors may issue shares to persons at times and on terms and conditions and having attached to them preferred, deferred or other special rights or restrictions as the directors see fit. The directors may grant to any person options or other securities with rights of conversion to shares or pre-emptive rights to any shares for any consideration for any period.

7. Transfer of Shares

Except where required or permitted by law or any other regulatory requirements or Greenvale’s constitution, there is no restriction on the transfer of shares. generally, Greenvale and its directors must not in any way prevent, delay or interfere with the generation of a proper transfer or the registration of a paperbased transfer in registrable form.

8. Meetings and Notices

Written notice of a meeting of shareholders must be given to each shareholder entitled to vote at the meeting. Any notice by Greenvale to a shareholder, other than a notice in connection with a call, may be given be given in the same way as a notice of meeting.

Shareholders may requisition meetings in accordance with the Corporations Act.

9. Election of Directors

The number of directors must not be less than 3 or more than 9. Greenvale in general meeting may by resolution increase or reduce the number of directors so long as it is not reduced below 3. At every annual general meeting one third of the directors for the time being (or the number nearest one third) retire from office but no director may retain office for more than 3 years without submitting himself or herself for re-election, a managing director is not subject to retirement by rotation and is no taken into account in determining the rotation of retirement of directors.

10. Indemnities

To the extent permitted by law, Greenvale may indemnify every person who is an officer of Greenvale and where the board of directors considers it appropriate, any person who is an officer of a related body corporate against any liability incurred by that person as an officer of Greenvale or the related body corporate.

11. Winding Up

If Greenvale is wound up, the liquidator may, with the sanction of a special resolution, divide among the shareholders in kind the whole or any part of the property of the company and may for that purpose set the value the liquidator considers fair upon any property so divided and may determine how the division is to be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the sanction of a special resolution, vest the whole of any part of the property in trustees on trusts for the benefit of the shareholders as the liquidator sees fit.

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Subject to the rights of shareholders (if any) entitled to shares with special rights in winding up:

• (a) all moneys and property that are to be distributed among shareholders on a winding up shall be distributed in proportion to the shares held by them, irrespective of the amount paid up or credited as paid up on the shares; and

• (b) a shareholder who is in arrears of payment of a call on a share but whose share has not been forfeited is not entitled to participated in the distribution on the basis of holding that share until the amount owing in respect of the call has been fully paid and satisfied.

12. Paramount effect of the Listing Rules

While Greenvale remains on the official list, then despite anything contained in the constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing contained in the constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the constitution to contain a provision and it does not contain such a provision the constitution must be treated as containing that provision. If the Listing Rules require the constitution not to contain a provision and it contains such a provision, the constitution must be treated as not containing that provision, if any provision of the constitution is or becomes inconsistent with the Listing Rules, the constitution must be treated as not containing the provision to the extent necessary of the inconsistency.

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ANNEXU R E 2 - R IS K F AC TO R S FO R G R EENV AL E SH AR ES

Shareholders should be aware that an investment in Greenvale is speculative and is subject to various risk factors. These risk factors are outlined below.

The risk factors have been reviewed by each of the boards of directors of the Company and Greenvale and are considered applicable.

1. Specific Risks

(a) License Renewal

On 9 July 2011 Greenvale made an application for renewal of MDL 330 (the subject of the Alpha joint venture) for a further five years. Greenvale cannot guarantee that this renewal or further renewals of valid tenements will be granted on a timely basis, or at all.

(b)

Ongoing Queensland Moratorium on Shale Development

Since 2008, the Queensland government has restricted the exploitation of oil shale in the state of Queensland. Greenvale is able to carry out exploration within its tenements but is subject to a moratorium in respect of exploitation of any oil shale. Currently there is no indication of if and when the exploitation moratorium will be lifted.

(c) New Queensland Land Usage Rules

In August 2010 the Queensland government announced a plan to protect the State’s most valuable food producing land. The aim is to identify Queensland’s premium cropping land and exclude it from resource development that permanently alienates the land. On 31 May 2011 the Queensland government announced the implementation of its strategic cropping land (SCL) policy through Strategic Cropping Protection Areas and Strategic Cropping Management Areas. The government also announced its intention to include transitional arrangements (to have effect from 31 May 2011) in new SCL legislation to be introduced into Parliament later this year. As of 31 May 2011, resource development projects that are not well advanced in the approvals process will be subject to the full effect of the legislation to be introduced later this year.

The draft State Planning Policy for protecting and managing SCL under the Sustainable Planning Act 2009 has now been released for public comment, this is the next step in implementing the SCL policy.

There is a potential adverse impact upon the Lowmead, Nagoorin and Alpha tenements as some land on the tenements may be identified as SCL. However the actual impact will depend upon verifying the Department of Environment and Resource Management’s broad-scale mapping of the SCL over Greenvale’s tenements.

(d)

Exploration Success

Shareholders should understand that mineral exploration and development are speculative undertakings.

There can be no assurance that Greenvale’s exploration for oil shale on the Lowmead Tenement, Nagoorin Tenement or any other exploration properties that may be acquired, will result in the discovery of iron ore. Even if an

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apparently viable resource is identified, there is no guarantee that it can be economically exploited.

(e) Development and Operating Risks

Development of any mineral deposit will require obtaining the necessary licences or clearances from the necessary authorities which may require conditions to be satisfied and/or the exercise of discretion by such authorities. It may or may not be possible for such conditions to be satisfied.

The operations of Greenvale may be affected by various factors, including without limitation, failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

(f)

Reserves and Resource Estimates

Reserve and resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource and reserve estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional exploration and development of Greenvale, the estimates may change. This may result in alterations to development and production plans which may, in turn, adversely affect Greenvale’s operations.

(g) Commodity Price Volatility and Exchange Rate Risks

The revenue derived through the sale of commodities may expose the potential income of Greenvale to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of Greenvale. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities including iron ore is denominated in United States dollars, whereas the income and expenditure of Greenvale are and will be taken to account in Australian currency, exposing Greenvale to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

(h) Environmental Risks

The operations and proposed activities of Greenvale are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and production projects and mining operations, Greenvale’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is Greenvale’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Nevertheless, there are certain risks inherent in Greenvale’s activities which could subject Greenvale to extensive liability.

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(i) Competition

Greenvale will be competing with other companies in the resource sector many of which will have access to greater resources than Greenvale and may be in a better position to compete for future business opportunities. There can be no assurance that Greenvale can compete effectively with these companies.

(j) Insurance

Insurance against all risks associated with mineral exploration production is not always available or affordable. Greenvale will maintain insurance where it is considered appropriate for its needs however it will not be insured against all risks either because appropriate cover is not available or because the directors consider the required premiums to be excessive having regard to the benefits that would accrue.

(k) Reliance on Key Personnel

The loss of any one or more of the directors could have adverse impact on the performance and prospects of Greenvale.

(l) Future Capital Needs and Funding

Further funding may be required by Greenvale to support its future activities and operations other than the Capital Raising Greenvale’s ability to raise further capital (equity or debt) within an acceptable time, of sufficient quantum and on terms acceptable to Greenvale will vary according to a number of factors, including:

• (i) prospectively of new projects;

• (ii) the results of exploration and subsequent feasibility studies;

• (iii) sharemarket and industry conditions; and

• (iv) the price of the relevant commodities.

There can be no assurance that such funding will be available on satisfactory terms or at all.

Any inability to obtain finance will adversely affect to the business and financial condition of Greenvale and, consequently, its performance. Any additional equity financing will dilute shareholdings and debt financing, if available, may involve restrictions on financing and operating activities.

2.

General Risks

(a) Share Market Conditions and Security Investment

The market price of shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities and in particular resource stocks. Neither Greenvale nor the directors of Greenvale warrant the future performance of Greenvale or any return on investment in Greenvale.

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies have experience extreme price and volume fluctuations and that have often been unrelated to the operating performance

26

of such companies. These factors may materially affect the market price of the shares regardless of the company’s performance.

Mineral exploration and mining are speculative operations that may be hampered by circumstances beyond the control of Greenvale. Profitability depends on successful exploration and/or acquisition of reserves, design and construction of efficient processing facilities, competent operation and management and proficient financial management.

Exploration by itself is a speculative endeavour, while mining operations can be hampered by force majeure circumstances and cost overruns for unforeseen events.

(b) Economic Risks

There is a risk that the price of Greenvale Shares and returns to shareholders may be affected by changes in:

• (v) local and world economic conditions;

• (vi) interest rates;

• (vii) levels of tax, taxation law and accounting practice;

• (viii) government legislation or intervention; and

• (ix) inflation or inflationary expectations.

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PROXY FORM

APPOINTMENT OF PROXY ESPERANCE MINERALS LIMITED ACN 009 815 605

GENERAL MEETING

I/We

of

==> picture [426 x 50] intentionally omitted <==

being a member of Esperance Minerals 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, as the proxy sees fit, at the General Meeting to be held at 9.00am (EDST), on 30 November 2011 at the offices of RSM Bird Cameron, Level 12, 60 Castlereagh Street, Sydney, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

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 and 2 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 1and 2 and that votes cast by the Chair of the General Meeting for Resolutions 1 and 2 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 and 2 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 and 2.

OR

Voting on Business of the General Meeting FOR AGAINST ABSTAIN Resolution 1 – Disposal of Participating Interests in Mining Tenements and Alpha Resources Pty Ltd Shareholding Resolution 2 – In Specie Distribution of Greenvale Shares 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 v otes will not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is % 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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ESPERANCE MINERALS LIMITED ACN 009 815 605

Instructions for Completing ‘Appointment of Proxy’ Form

1. (Appointing a Proxy): A member entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

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):

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

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

• (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.

• (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.

• (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.

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

• (a) post to Esperance Minerals Limited, PO Box R1293 Royal Exchange NSW 1225; or

• (b) facsimile to the Company on facsimile number +61 2 9299 9501,

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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ESPERANCE MINERALS LIMITED ACN 009 815 605

PROSPECTUS

For an offer to transfer 21,081,064 fully paid ordinary shares in the capital of Greenvale Mining NL to shareholders of Esperance Mineral Limited pursuant to a reduction of capital by way of in specie distribution contained in Resolution 2 in the Esperance Minerals Limited Notice of General Meeting dated 17 October 2011 and to facilitate secondary trading of those shares.

This Prospectus is important and requires your immediate attention. You should read this Prospectus in its entirety and consult your professional advisers in respect of the contents of this Prospectus.

This Prospectus is a prospectus for continuously quoted securities issued in accordance with Section 713 of the Corporations Act.

The Directors consider shares in Greenvale Mining NL ( Greenvale Shares ) which will be transferred under this Prospectus to be speculative.

TABLE OF CONTENTS

1.	THE OFFER ..................................................................................................................... 3
2.	UPDATE ON COMPANY ACTIVITIES ............................................................................. 5
3.	MARKET INFORMATION ON GREENVALE SHARES ....................................................... 5
4.	RISK FACTORS FOR GREENVALE SHARES ..................................................................... 6
5.	PRO-FORMA BALANCE SHEET ...................................................................................... 6
6.	EFFECT ON CAPITAL STRUCTURE .................................................................................. 6
7.	TAX IMPLICATIONS FOR SHAREHOLDERS .................................................................... 6
8.	GREENVALE DIRECTORS’ CONSENT ............................................................................. 6
9.	DIRECTORS’ CONSENT ................................................................................................. 6
10.	SIGNATURE ................................................................................................................... 7
11.	DEFINITIONS ................................................................................................................. 8

IMPORTANT NOTICE

This Prospectus is dated 19 October 2011 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the contents of this Prospectus.

No securities will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.

Parts of the Notice of Meeting have been incorporated into this Prospectus by reference under Section 712(1) of the Corporations Act. The Notice of Meeting has previously been lodged with ASIC. The Company will provide, free of charge, a copy of the Notice of Meeting, or the relevant part, to anyone contacting the Company at its registered office during normal business hours whilst the Prospectus is open.

This Prospectus, including each of the documents which are incorporated by reference into this Prospectus, is important and should be read in its entirety. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional advisers.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers who potential investors may consult. This Prospectus is issued pursuant to section 713 of the Corporations Act. That section allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The Offer to New Zealand Shareholders is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008.

The Offer and the content of the Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act sets out how the Offer must be made.

There are differences in how securities are regulated under Australian law.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Securities Commission, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

1

If you are uncertain about the terms and conditions of the Offer, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the Greenvale Shares and for Company Shares is not New Zealand dollars. The value of Greenvale Shares and Company Shares will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the Greenvale Shares or Company Shares to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

Greenvale will apply to the ASX for quotation of the Greenvale Shares (not already quoted) and accordingly the Greenvale Shares offered under this Prospectus will be able to be traded on the ASX. If you wish to trade the Greenvale Shares through that market, you will have to make arrangements for a participant in that market to sell the Greenvale Shares on your behalf. As the ASX does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

Details of the definitions and abbreviations used in this Prospectus are set out in section 11.

2

1. THE OFFER

1.1 Terms and Conditions of the Offer

Resolution 2 of the Notice of General Meeting is as follows:

“That, subject to the passing of Resolution 1 in this Notice of Meeting, for the purposes of sections 256B and 256C of the Corporations Act and for all other purposes, approval is given for the net assets of the Company to be reduced by the Company making a pro rata in specie distribution of 21,081,164 Greenvale Shares to the Shareholders registered on the Record Date, in proportion to their registered shareholding in the Company on that date, on the terms and conditions set out in the Explanatory Statement.”

Pursuant to Resolution 2 of the Notice of General Meeting, the Company is inviting Shareholders to vote on a reduction of capital by way of an in specie distribution of 21,081,064 Greenvale Shares to Shareholders on a pro rata basis. This represents approximately one (1) Greenvale Share for every four (4) Shares held.

The In Specie Distribution will only proceed if Resolution 1 in the Notice of General Meeting is also passed by Shareholders.

Based on ASIC Regulatory Guide 188, the invitation to vote contained in Resolution 2 of the Notice of General Meeting constitutes an offer to transfer the Greenvale Shares for the purposes of section 707(3) of the Corporations Act (the Offer ). Accordingly, the Company has prepared this Prospectus.

Distribution of Greenvale Shares to any Shareholder with a registered address outside Australia or New Zealand under Resolution 2 will be subject to legal and regulatory requirements in the relevant jurisdictions of those Shareholders. If the requirements of any such jurisdiction restricts or prohibits the distribution of Greenvale Shares as proposed or would impose on the Company an undue obligation or burden, the Greenvale Shares to which the relevant overseas Shareholder is entitled will be sold by the Company on their behalf as soon as practicable after the distribution and the Company will then account to the Shareholder for the net proceeds of the sale. The price of the Greenvale Shares will vary from time to time and the net proceeds of sale may be more or less than the closing price for the Greenvale Shares on the day of distribution of the Greenvale Shares to Shareholders.

3

1.2 Indicative timetable

Notice of Meeting and Prospectus despatched to Shareholders	22 October 2011
General Meeting to approve Transaction and in specie distribution of Greenvale Shares	30 November 2011
Company notifies ASX that Shareholders approved the in specie distribution	30 November 2011
Satisfaction/waiver of all conditions in Agreement	2 December 2011
Ex Date	2 December 2011
Settlement of Agreement	7 December 2011
Record date to determine entitlements of Shareholders to Greenvale Shares under the in specie distribution	8 December 2011
In specie distribution to Shareholders of Greenvale Shares	15 December 2011

1.3 Effect of the Offer on the Company

The Offer will result:

• (a) in the Company ceasing to own the 17,491,764 Greenvale Shares issued to it under the Agreement and the 3,589,300 Greenvale Shares the Company already owned; and

• (b) the Company’s share capital and total and net assets being reduced by the fair value of those shares, as determined by the Directors. The Directors will notify Shareholders of the actual reduction in due course.

1.4 Greenvale Shares Rights and Liabilities

The rights and liabilities of Greenvale Shares are set out in the constitution of Greenvale. Annexure 1 of the Notice of Meeting sets out those rights and liabilities and that annexure is incorporated by reference into this Prospectus.

Greenvale Shares proposed to be distributed to Shareholders will be quoted on ASX and will be able to be traded on ASX once the shares are registered in the name of the Shareholder as a result of this Prospectus being issued by the Company.

Section 3 of the Explanatory Statement included in the Notice of Meeting relating to Resolution 2 is incorporated by reference into this Prospectus.

1.5

Greenvale is a Disclosing Entity

Greenvale is a disclosing entity under the Corporations Act and as such is subject to regular reporting and disclosure obligations. A copy of the documents lodged with ASIC in relation to Greenvale may be obtained from, or inspected at, an ASIC office.

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Shareholders have the right to obtain a copy of the Greenvale 2010 annual financial report, any half year report since the annual report and any continuous disclosure notices given by Greenvale lodged with the ASIC since the annual report, free of charge, from the Company at its registered office during normal business hours before the General Meeting is held or before the In Specie Distribution is undertaken. One document has been lodged with ASX for Greenvale since the Greenvale 2011 annual report was lodged with ASX as follows:

Date	Document
13/10/2011	Progress on Oil Shale Commercialisation

For the purposes of section 713(5) of the Corporations Act, the Company states that it is not aware of any information about the Offer or in relation to Greenvale which has been excluded from continuous disclosure notices in accordance with the ASX Listing Rules.

1.6 Action required by Shareholders

No action is required by Shareholders under this Prospectus.

Should Shareholder approval be obtained for the In Specie Distribution, the Greenvale Shares will be transferred to Shareholders in accordance with the terms set out in the Notice of Meeting.

A prospectus is normally required to include an application form for shares. ASIC has granted relief from the requirement in ASIC Class Order [CO 07/10] so that the application form is not required to be included in this Prospectus. If Resolution 2 is passed, the Company will sign the share transfer forms for the transfer of the Greenvale Shares to Shareholders on behalf of Shareholders. Shareholders will receive a holding statement for the Greenvale Shares to which they are entitled.

If you have any queries regarding this Prospectus, please contact the Company Secretary on (02) 9299 8898.

2. UPDATE ON COMPANY ACTIVITIES

The Company has been approached by a third party to acquire interests in gold and copper projects located in Serbia. The Company has commenced enquires in relation to the projects and the Company has engaged SRK Consulting to assist with its initial enquiries. In relation to the foregoing, no agreement has been entered into and there can be no guarantee that the parties will finalise negotiations or enter into a final agreement. The Company will release the material terms of any final agreement on ASX if finalised and entered into.

3. MARKET INFORMATION ON GREENVALE SHARES

In the last 3 months the closing price of Greenvale Shares on ASX has varied from a low of 9 cents to a high of 12 cents. The closing price of Greenvale Shares on the last ASX trading day prior to the date of this Prospectus was 12 cents.

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4. RISK FACTORS FOR GREENVALE SHARES

Shareholders should be aware that an investment in Greenvale is speculative and Greenvale is subject to various risk factors. A list of the identified major risk factors is set out in Annexure 2 to the Notice of Meeting and that Annexure is incorporated by reference into this Prospectus.

The list of risk factors ought not to be taken as exhaustive of the risks faced by Greenvale or by investors in Greenvale. Those factors, and others not specifically referred to, may in the future materially affect the financial performance of Greenvale and the value of the Greenvale Shares offered under this Prospectus. The Greenvale Shares offered pursuant to this Prospectus carry not guarantee with respect to the payment of dividends, return of capital or their market value.

5. PRO-FORMA BALANCE SHEET

An unaudited pro-forma balance sheet of the Company’s reviewed balance sheet as at 30 June 2011 as a result of the Transaction (as that term is defined in the Notice of Meeting) which includes the In Specie Distribution is set out in Section 1.4 of the Explanatory Statement to the Notice of Meeting and that Section is incorporated by reference into this Prospectus.

6. EFFECT ON CAPITAL STRUCTURE

The effect of the In Specie Distribution on the Company’s capital structure is set out in Section 1.5 of the Explanatory Statement to the Notice of Meeting and that Section is incorporated by reference into this Prospectus.

7. TAX IMPLICATIONS FOR SHAREHOLDERS

There are tax implications for Shareholders arising from the In Specie Distribution and a general summary of the potential tax consequences is set out in Section 1.12 of the Explanatory Statement which forms part of the Notice of Meeting. That section is incorporated by reference into this Prospectus. That summary is general in nature and Shareholders should obtain and rely on their own taxation advice in relation to the In Specie Distribution. The Company does not accept any responsibility or liability in respect of the tax consequences for Shareholders.

8. GREENVALE DIRECTORS’ CONSENT

The directors of Greenvale as at the date of this Prospectus are Elias Khouri, Gabriel Lorentz and Joseph Obeid. Each Greenvale director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

9. DIRECTORS’ CONSENT

Each Director of the Company has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

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10. SIGNATURE

This Prospectus is signed for and on behalf of the Company by:

==> picture [127 x 40] intentionally omitted <==

Kris Knauer Director

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11. DEFINITIONS

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited (ACN 008 624 691).

ASX Listing Rules means the official Listing Rules of the ASX.

Company means Esperance Minerals Limited (ACN 009 815 605).

Corporations Act means the Corporations Act 2001(Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Greenvale means Greenvale Mining NL (ACN 000 743 555).

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

In Specie Distribution means the capital reduction by way of in specie distribution of Greenvale Shares to Shareholders for which approval is being sought pursuant to Resolution 2 of the Notice of Meeting.

Notice of Meeting means the Notice of General Meeting of the Company dated 17 October 2011.

Offer means the offer of Greenvale Shares pursuant to Notice of Meeting.

Prospectus means this Prospectus dated 19 October 2011.

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

Shareholder means a holder of Shares.

Record Date means 5pm (WST) on 8 December 2011.

WST means Western Standard Time, Perth, Western Australia.

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