GULLEWA LIMITED — AGM Information 2007

Oct 29, 2007

GULLEWA LIMITED

ACN 007 547 480

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting Friday, 30 November 2007

TIME OF MEETING 10:00 a.m. EDST

PLACE OF MEETING Jarara Room Grace Hotel 77 York Street Sydney NSW 2000

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

GULLEWA LIMITED ACN 007 547 480

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given of the Annual General Meeting of Gullewa Limited (" Company " or " Gullewa ") to be held in the Jarara Room, Grace Hotel, 77 York Street NSW 2000 on Friday, 30 November 2007 at 10:00 a.m. EDST, for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

An Explanatory Memorandum containing information in relation to the following Resolutions accompanies and forms part of this Notice of Annual General Meeting.

AGENDA

ORDINARY BUSINESS

Accounts and Reports

To receive and consider the annual financial report of the Company for the year ended 30 June 2007, and accompanying reports of the Directors and auditor of the Company.

Resolution 1 – Remuneration Report

To consider and put to a non-binding vote the following resolution as an ordinary resolution :

"That the Remuneration Report required by section 300A of the Corporations Act, as disclosed in the report of the Directors for the year ended 30 June 2007, be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re-election of Mr David Atkinson as a Director

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

"That Mr David Atkinson who retires by rotation in accordance with clause 13.2 of the Company’s Constitution and who offers himself for re-election, be re-elected a Director of the Company."

Resolution 3 – Approval of Placement of up to 25,000,000 Shares

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

"That, pursuant to Listing Rule 7.1 and for all other purposes, the Company is authorised to allot and issue up to 25,000,000 shares for the purposes, on the terms and in the manner described in the Explanatory Memorandum accompanying this Notice of Meeting."

For the purposes of Listing Rule 7.1 the Company will disregard any votes cast on this Resolution 3 by any person who may participate in the issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or any associate 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.

Resolution 4 – Participation of Directors in Placement

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

"That, subject to the passage of Resolution 3 and pursuant to Listing Rule 10.11, section 195 of the Corporations Act and for all other purposes, Messrs David Deitz, Eddie Lee and David Atkinson, being Directors, and/or their respective nominees, may participate in the placement referred to in Resolution 3 by each or all of them or their respective nominee(s) subscribing for, in aggregate, a maximum of 10,000,000 fully paid ordinary shares in the capital of the Company."

For the purposes of Listing Rule 10.11 the Company will disregard any votes cast on this Resolution 4 by Mr David Deitz, Mr Eddie Lee and Mr David Atkinson or any associate of Mr David Deitz, Mr Eddie Lee and Mr David Atkinson. 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.

Resolution 5 – Appointment of New Auditors

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

"That in accordance with section 327B(1) of the Corporations Act and for all other purposes, subject to the resignation of the Company’s existing auditors DTT NSW (formerly Horwath Sydney Partnership) being effective from the date of this meeting, Deloitte Touche Tohmatsu be appointed as the Company’s auditors and that they be paid the usual and proper professional fees as remuneration.”

OTHER BUSINESS

To deal with any other business which may be lawfully brought forward.

By Order of the Board of Directors

David Deitz Chairman

24 October 2007

PROXIES

• Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.

• A shareholder entitled to attend and cast 2 or more votes at the above meeting may appoint not more than two proxies to attend and vote at this meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights.

• A proxy may but need not be a shareholder of the Company.

• The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer(s) or his attorney duly authorised.

• The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed or certified copy of the same) must be lodged by person, post, courier or facsimile and reach the Registered Office of the Company at least 48 hours prior to the meeting.

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

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

NOTES

For the purpose of regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that Shares held at 5.00pm EDST on Wednesday 28 November 2007 will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. The entitlement of members to vote at the meeting will be determined by reference to that time.

GULLEWA LIMITED ACN 007 547 480

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting (" Notice of Meeting ") of Gullewa.

The Directors of Gullewa (" Directors ") recommend Shareholders read this Explanatory Memorandum in conjunction with the Notice of Meeting (of which this Explanatory Memorandum forms a part) in full before making any decision in relation to the Resolutions.

ORDINARY BUSINESS

ANNUAL REPORT

As required under section 317 of the Corporations Act, the annual report (which includes the financial report, Directors' report and auditor's report) of the Company for the year ended 30 June 2007 will be laid before the Annual General Meeting of the Company.

Shareholders will be given an opportunity to ask questions and make comments about the annual report or the Company generally, but there will be no formal resolution submitted to the Meeting.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (Non-binding vote)

Requirements of Corporations Act

Section 298 of the Corporations Act requires that the annual Directors' Report contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act.

By way of summary, the Remuneration Report:

• (a) discusses the Company's policy and the process for determining the remuneration of its executive officers (there are no executives other than the Directors); and

• (b) sets out remuneration details for each Director of the Company named in the Remuneration Report for the financial year ended 30 June 2007.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. Pursuant to section 250R(3), the vote on this resolution is advisory only and does not bind the Board or the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

Directors' Recommendation

The Board unanimously recommends that Shareholders adopt the Remuneration Report.

RESOLUTION 2 – RE-ELECTION OF MR DAVID ATKINSON AS A DIRECTOR

Mr David Atkinson

Resolution 2 seeks approval for the re-election of Mr David Atkinson as a Director with effect from the end of the Meeting.

Clause 13.2 of the Constitution provides that at each Annual General Meeting one-third of the Directors or, if their number is not a multiple of three, then such number as is appropriate to ensure that no Director holds office for more than 3 years, shall retire from office.

Mr Atkinson retires from office in accordance with this requirement and submits himself for re-election. His profile is contained in the Annual Report.

Directors' Recommendation

The Directors recommend the re-election of Mr David Atkinson.

RESOLUTION 3 – APPROVAL OF PLACEMENT OF UP TO 25,000,000 SHARES

Listing Rules Requirements

Resolution 3 has been included so that Shareholders may approve pursuant to Listing Rule 7.1 the proposed issue of up to a maximum of 25,000,000 Shares to persons selected by the Directors in their discretion.

Listing Rule 7.1 broadly provides, subject to certain exceptions, that prior shareholder approval is required for any issue of equity securities if the equity securities, when aggregated with the equity securities issued by a company during the previous 12 months, exceed 15% of the number of ordinary shares on issue at the commencement of that 12 month period.

The maximum issue of Shares pursuant to this Resolution will represent xxx% of the issued capital of the Company on a fully diluted basis (prior to the issue of the 25,000,000 Shares) and so Shareholder approval is required under Listing Rule 7.1 to authorise the issue.

The following further information is provided to Shareholders for the purposes of Listing Rule 7.3 and approval is sought from Shareholders for the issue of Shares on the following terms:

• (a) the maximum number of Shares to be issued is 25,000,000;

• (b) the Shares will be issued and allotted progressively but no later than 3 months after the date of the Meeting;

• (c) the Shares will be issued at a minimum issue price which is at least 80% of the average market price of Shares trading on ASX over the last 5 days on which sales were recorded before the day on which the issue was made (or if there is a prospectus relating to the issue, over the last 5 days on which sales in the Shares were recorded before the date the prospectus is signed);

• (d) the proposed allottees are unknown at the date of the Notice of Meeting but will be chosen at the discretion of the Directors. The Company will disclose the names of the allottees when Shares are issued;

• (e) the Shares to be issued are fully paid ordinary shares which rank equally in all respects with existing Shares; and

• (f) the purpose of the placement will be to raise funds to assist in funding the development of the Company's property interests, investments by the Company in listed companies and investments in exploration and mining.

RESOLUTION 4 – PARTICIPATION OF DIRECTORS IN PLACEMENT

Approvals Required

Subject to the approval of Resolution 3, the Company will be making a placement of up to 25,000,000 Shares.

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 10.11 and section 195 of the Corporations Act to allow Messrs Deitz, Lee and Atkinson, Directors, to participate in the proposed placement by permitting each or all of them and/or their respective nominee(s) o subscribe for and be allotted and issued, in aggregate, a maximum of 10,000,000 Shares on exactly the same terms as all other participants in the proposed placement.

The following table illustrates the impact of passing Resolution 4 on each Director's voting power in Gullewa, assuming that each individual Director receives the full placement of 10,000,000 Shares (although only a maximum combined total of 10,000,000 Shares could be issued to the Directors and/or their respective nominees) and all of the 25,000,000 Shares, which could be issued if Resolution 3 is approved, are issued:

Directors	Shares	Options	Percentage voting power in the Company on an undiluted basis (Total issued share capital of Gullewa is 150,957,029)	Percentage voting power in the Company on a fully diluted basis (Total issued share capital of Gullewa is 1 85,213,785)
David Deitz	13,149,698	23,500,000	8.71%	19.79%
Eddie Lee	10,000,000	5,378,378	6.62%	8.30%
David Atkinson	10,000,000	5,378,378	6.62%	8.30%

Section 195 of the Corporations Act

Section 195 of the Corporations Act provides, in essence, that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

As each Director is considered to hold a material personal interest in the consideration of the issue of whether the Directors may participate in the proposed placement pursuant to Resolution 3, a quorum cannot be formed to consider the matter at Board level. However by reason of section 195(4) of the Corporations Act, the Directors are permitted in such instances to put the matter before Shareholders to consider and resolve.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act and have resolved to place the issue of the participation of the Directors in the placement proposed pursuant to Resolution 3 to Shareholders to consider and resolve upon.

Listing Rule 10.11

Listing Rule 10.11 requires prior shareholders' approval by ordinary resolution to any issue by a listed company of equity securities to a related party. Accordingly, Listing Rule 10.11 requires Shareholders to approve the participation of the Directors (who are related parties of the Company) and/or their respective nominee(s), in the placement proposed pursuant to Resolution 3 in accordance with the terms of Resolution 4.

The following further information is provided to Shareholders for the purposes of Listing Rule 10.13:

• (a) the maximum number of Shares the Company can issue to each and all Directors and/or their respective nominees under Resolution 4 is 10,000,000 Shares (in aggregate) which forms part of, and is not additional to, the 25,000,000 Shares to be issued pursuant to Resolution 3;

• (b) the Company will issue the Shares within one month of the date of the Meeting;

• (c) the Shares will be issued at a minimum issue price which is at least 80% of the average market price of Shares trading on ASX over the last 5 days on which sales were recorded before the day on which the issue was made (or if there is a prospectus relating to the issue, over the last 5 days on which sales in the Shares were recorded before the date the prospectus is signed);

• (d) the Shares to be issued are fully paid ordinary shares which rank equally in all respects with existing Shares; and

• (e) the funds raised will be used to assist in funding the development of the Company's property interests, investments by the Company in listed companies and investments in exploration and mining.

RESOLUTION 5 – APPOINTMENT OF NEW AUDITOR

In accordance with section 329(5) of the Corporations Act, the Company's auditors at the date of this notice of meeting, DTT NSW (formerly Horwath Sydney Partnership), have given notice of their resignation as auditor to the Company which, subject to approval by ASIC, is to become effective under section 329(8) of the Corporations Act on the date of the Meeting. The Company is required to appoint a new auditor under section 327B(1) of the Corporations Act to fill the vacancy in the office of auditor, and may do so at the Meeting.

Under section 327(5) of the Corporations Act, where there is a vacancy in the office of auditor, the Company at general meeting may appoint a new firm as auditor. Resolution 5 proposes the appointment of Deloitte Touche Tohmatsu to fill that vacancy.

Directors' Recommendation

The Directors recommend the appointment of Deloitte Touch Tohmatsu as auditor to the Company in order to fill the vacancy in such office.

CAPITAL STRUCTURE

On completion of the issue of Shares contemplated by this Notice of Meeting, the capital structure of the Company will be as follows:

Description	Number of Shares
Sharesissued at the date ofthis Notice of Meeting	125,957,029
Sharesissued pursuant toResolution3	25,000,000
TOTAL	150,957,029

Description	Number of options	Exercise Price	Expiry Date
Options issued at the date ofthis Notice of Meeting	11,000,000	6 cents	30 June 2009
Options issued at the date ofthis Notice of Meeting	12,256,756	3.25 cents	5 December 2010
Options issued at the date ofthis Notice of Meeting	11,000,000	7.25 cents	30 November 2011
TOTAL	34,256,756

All of the options of the Company, either issued at the date of this Notice of Meeting are unlisted.

GLOSSARY

In the Notice of Meeting, the following terms have the following meanings unless the context otherwise requires:

Annual Report means the Company’s report including the reports of the Directors and auditor of the Company and the financial statement of the Company for the year ended 30 June 2007. Annexure means an annexure to this Explanatory Memorandum. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited (ACN 008 624 691). Board means the board of Directors. Company means Gullewa Limited (ACN 007 547 480). Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. EDST means Eastern Daylight Saving Time. Gullewa means the Company. Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the entity is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Meeting means the annual general meeting the subject of the Notice. Notice of Meeting or means the notice of annual general meeting which Notice accompanies and includes this Explanatory Memorandum. Remuneration Report means the remuneration report appearing in the Annual Report. Resolution means a resolution proposed pursuant to the Notice. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share.