GWR GROUP LIMITED — Proxy Solicitation & Information Statement 2008

Aug 12, 2008

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Portman Limited

ABN 22 007 871 892

13 August 2008

Level 11 The Quadrant 1 William Street Perth 6000 Western Australia GPO Box W2017 Perth, 6001 Tel: 61 8 9426 3333 Fax: 61 8 9426 3344

(7 pages in total)

The Announcements Officer Australian Stock Exchange (Sydney) Limited Level 10 20 Bond Street SYDNEY NSW 2001

Electronically Lodged

Dear Sir

Please find attached an announcement by Portman Limited regarding Golden West Resources.

Yours faithfully

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C M Rainsford Company Secretary PORTMAN LIMITED

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Portman Limited

ABN 22 007 871 892

13 August 2008

Level 11, The Quadrant 1 William Street Perth 6000 Western Australia GPO Box W2017 Perth, 6001 Tel: 61 8 9426 3333 Fax: 61 8 9426 3344

Dear fellow shareholder,

Recommendation on voting at the forthcoming Golden West General Meeting

I wrote to you recently outlining a number of serious concerns held by Portman Limited (Portman ASX:PMM) regarding materials sent to you by Golden West Resources Limited (Golden West ASX:GWR) in relation to the forthcoming shareholder vote on the future of Golden West.

Portman recommended then that:

• Golden West shareholders take no action in response to the notice of meeting provided by Golden West; and

• Golden West shareholders not submit a proxy which would oppose the election of persons nominated by Portman to Golden West’s Board.

We are now writing to Golden West shareholders to communicate our recommendation on how to vote on each of the resolutions to be considered at the shareholders meeting. We have enclosed with this letter a pre-completed yellow proxy form. We ask that you sign the proxy form in accordance with the instructions on the form and then return the proxy form to Portman Iron Ore Limited as soon as possible but no later than 5.00pm (WST) on Monday, 25 August 2008 to ensure that your vote counts.

The meeting of Golden West shareholders is to take place on Friday, 29 August 2008 at 2.00pm (WST) at the Swan Room, Parmelia Hilton Hotel, 14 Mill Street, Perth, Western Australia.

We encourage all shareholders (including those who provide a completed proxy form to Portman) to attend this important meeting.

Key issues Portman believes should be addressed

Before setting out our recommendations on voting, Portman wishes to draw your attention to three key issues:

1. Portman will not be in a position to control the Board of Golden West if the resolutions relating to board composition are passed

As we have previously stated, Portman has only one purpose in nominating Mr Richard Mehan to join the Golden West Board as a non-executive director and for Mr Paul Piercy to become an independent non-executive director. That purpose is to boost the iron ore experience on Golden West’s Board which, in Portman’s view, will provide the best opportunity to deliver long term value to all Golden West shareholders.

Contrary to statements made by the directors of Golden West, Portman’s proposals are not an attempt to gain control of the Board of Golden West or to take over Golden West. If the proposed resolutions are passed, Portman would not be in a position to control the Board of Golden West or Golden West as a whole. Portman, as a 19.9% shareholder, would have only one representative on the Board (namely, Mr Mehan) and two existing Golden West directors would be retained. It would be a decision of the reconstituted Board to decide on a Chairman amongst themselves and to appoint a Managing Director, who would likely be invited to join the Board, bringing the total number of directors to five, the maximum number permitted under Golden West’s constitution.

For the benefit of Golden West shareholders, we have reprinted a chart which sets out the board composition which would result from election of the directors nominated by Portman.

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Proposed Golden West Board structure
Mr Alan Rudd
Non-Executive Mr John Lester Mr Paul Piercy Mr Richard Mehan Managing Director
Director Non-Executive Independent Non- Non-Executive (to be appointed)
(Fairstar Director Executive Director Director (Portman) (Iron ore/ resources
background)
Resources)
----- End of picture text -----

1. Portman remains concerned with the proposed acquisition by Golden West of the Joyners Find Tenements

Several weeks have passed since Portman outlined its specific concerns with this proposed transaction. Golden West has still not answered the following:

• Why Golden West shareholders were only provided with a summary of the valuation work commissioned by Golden West in assessing the proposed acquisition. We do not believe shareholders can properly assess this matter based on the information provided and that a complete valuation report should be made available.

• Why a non-refundable deposit of $820,000 was paid to the owners of the Joyners Find Tenements. This means $820,000 of Golden West shareholders funds has already flowed out of the company, and will not be repaid even if shareholders decide not to support the proposed acquisition.

• Why this transaction is proposed to occur now.

• Portman is concerned by Golden West’s recent announcement that it has entered into an offtake agreement and a share placement agreement with a Chinese investor

You may be aware that Golden West announced on 12 August 2008 that it had entered into an offtake agreement and a share placement agreement with the Chinese company, Hunan Valin Steel Tube & Wire Co., Ltd (Hunan). Following the proposed issue of shares to Hunan, they will hold approximately 11.4% of Golden West’s issued capital. Golden West has not indicated if it is likely these shares will be issued by such time as would allow them to be voted at the upcoming shareholders meeting.

Portman is surprised Golden West has entered into an off-take agreement at such an early stage of its Wiluna West project. Wiluna West is still an exploration asset without a detailed feasibility study and without any access to existing infrastructure that would allow any ore to get to market.

Portman is also surprised that Golden West has summarised a pricing schedule which is purported to apply before the commencement of operations at Oakajee Port, as it has not outlined an alternative rail and port system from which it would propose to ship ore from Wiluna West before Oakajee becomes operational.

We note that if Golden West’s proposed resolutions to issue 5 million shares for the acquisition of the Joyners Find Tenements and up to 50 million shares by way of placement of shares and options are approved, approximately 50% of Golden West’s current undiluted capital could be issued. In aggregate, the announced placement to Hunan and the proposed resolutions could dilute your shareholding in Golden West by as much as approximately 39%.

Portman’s recommendations on specific resolutions

Portman’s recommendations on the specific resolutions are set out in the table below. Further instructions on how to vote are contained in the enclosed proxy form.

Resolution		Portman
Number	Resolution	recommendation	Reason for Portman recommendation
1	Removal of Director –	VoteFORthis	♦ Portman believes this resolution should be supported as it
	Mr Constantino Markopoulos	resolution	will allow Golden West to keep its Board to its current size
			of four directors while bringing appropriate iron ore
			experience and credentials to the Board.
2	Appointment of Director –	VoteFORthis	♦ Portman recommends Golden West shareholders vote for
	Mr Paul Piercy	resolution	this resolution in order to bring appropriate iron ore
			experience and credentials to the Board.
3	Removal of Director –	VoteFORthis	♦ Portman recommends shareholders vote for this resolution
	Mr Michael Reginald Wilson	resolution	for the reasons set out in relation to resolution 1.
4	Appointment of Director –	VoteFORthis	♦ Portman recommends shareholders vote for this resolution
	Mr Richard Mehan	resolution	for the reasons set out in relation to resolution 2.
5	Re-election of Director –	VoteFORthis	♦ Mr Lester is a non-executive director who claims he is
	Mr John Hugh Lester	resolution	independent of significant Golden West shareholders.
			Portman is supporting his re-election on that basis.
6	Approval of issue of options to John	VoteAGAINSTthis	♦ Portman does not believe that issuing options is necessary
	Hugh Lester or his nominee	resolution	for Golden West to attract and retain appropriately
			qualified non-executive directors.
7	Approval of issue of options to	VoteFORthis	♦ Portman believes that appropriate share option plans can
	employees pursuant to employee share	resolution	form an important component in the incentive element of
	option plan		employee compensation.
8	Approval of acquisition of Joyners	VoteAGAINSTthis	♦ Portman does not believe the information presented to
	Find Tenements	resolution	Golden West shareholders provides an adequate rationale
			for the acquisition of these tenements, nor a satisfactory
			explanation of the value ascribed to these tenements
			through the proposed transaction.
9	Approval of issue of shares as part of	VoteAGAINSTthis	♦ Portman recommends shareholders vote against this
	Joyners Find Tenement acquisition	resolution	resolution, because, as set out above, Portman considers
			that the proposed acquisition of the Joyners Find
			Tenements has not been adequately explained to Golden
			West shareholders.
10	Approval of share placement	VoteAGAINSTthis	♦ Portman is concerned about the potential dilutionary
		resolution	impact on existing Golden West shareholders from any
			share issue, particularly in the current difficult equity
			market. Portman would prefer that consideration be given
			to sourcing equity capital for Golden West from pro rata
			issues which would enable all Golden West shareholders
			to participate in the company’s funding and to avoid
			potential dilution.

Resolution		Portman
Number	Resolution	recommendation	Reason for Portman recommendation
11	Approval of option placement	VoteAGAINSTthis	♦ For the reasons set out above, Portman would also be
		resolution	opposed to issues of options to external shareholders
			which could have the effect of diluting current Golden
			West shareholders.
12	Adoption of new constitution	VoteAGAINSTthis	♦ Portman does not believe that Golden West has adequately
		resolution	explained the rationale for the proposed change in the
			company’s constitution. Portman believes that Golden
			West should have provided a summary of the provisions in
			the current constitution which Golden West considers are
			inappropriate and an explanation as to how the proposed
			new constitution is to address those issues.

Completion of proxies and questions

We enclose with this letter a pre-completed yellow proxy form. We ask that you sign the proxy form in accordance with the instructions on the form and then return the proxy form to:

Portman Iron Ore Limited Level 11, The Quadrant 1 William Street Perth WA 6000

Proxy forms may be sent to Portman by mail or hand delivery to the above address. For those wishing to return the proxy form by mail, we have included a stamped, addressed envelope.

Portman intends to collate all proxy forms it receives and to lodge them with Golden West shortly before the latest time for them to be effective. Please send your proxy form to Portman as soon as possible but no later than 5.00 pm (WST) on Monday, 25 August 2008 .

If Portman receives any proxy form too late for it to lodge the form prior to the deadline for submitting proxies, Portman will endeavour to contact the relevant shareholder to tell them that the proxy form was received too late, so that the shareholder can then decide whether to attend the general meeting in person in order to vote.

Portman will lodge with Golden West every proxy form received by Portman, even if a proxy form appears to be invalid (for example, because it has been improperly completed or received too late).

In the meantime, please do not hesitate to contact the shareholder information line we have established (the Portman/Golden West Shareholder Information Line) between Monday to Friday 6.30am to 5.30pm (WST) on 1800 426 150 within Australia or +61 (0) 2 8280 7485 for international shareholders. For further information, please visit the dedicated section of Portman’s website at www.portman.com.au/golden_west.asp

We believe it’s time for all Golden West shareholders to be represented by a Board with a track record of developing Australian iron ore deposits into cash flow producing assets. We look forward to receiving your proxy form to assist in achieving this objective.

Yours faithfully

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Richard Mehan Managing Director PORTMAN LIMITED

PROXY FORM

STEP 1 APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a member(s) of Golden West Resources Limited hereby appoint

RICHARD MEHAN

or failing him, Paul Piercy, or failing both of these, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Golden West Resources Limited to be held at 2:00pm (WST) on Friday, 29 August 2008, at the Swan Room, Parmelia Hilton Hotel, 14 Mill Street, Perth and at any adjournment of that meeting.

STEP 2 ITEMS OF BUSINESS	STEP 2 ITEMS OF BUSINESS	!	!	PLEASE NOTE:If you mark theAbstainbox for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.	PLEASE NOTE:If you mark theAbstainbox for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.	PLEASE NOTE:If you mark theAbstainbox for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.	PLEASE NOTE:If you mark theAbstainbox for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.	PLEASE NOTE:If you mark theAbstainbox for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.	PLEASE NOTE:If you mark theAbstainbox for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.	PLEASE NOTE:If you mark theAbstainbox for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.	PLEASE NOTE:If you mark theAbstainbox for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
	For		Against			Abstain!		For	Against		Abstain!
Item 1							Item 7
Removal of Director – Mr Constantino	X						Approval of issue of options to employees	X
Markopoulos							pursuant to employee share option plan
Item 2 Appointment of Director – Mr Paul Piercy	X						Item 8 Approval of acquisition of Joyners Find Tenements		X
Item 3 Removal of Director – Mr Michael Reginald Wilson	X						Item 9 Approval of issue of shares as part of Joyners Find Tenement acquisition		X
Item 4 Appointment of Director – Mr Richard Mehan	X						Item 10 Approval of share placement		X
Item 5 Re-election of Director – Mr John Hugh Lester	X						Item 11 Approval of option placement		X
Item 6 Approval of issue of options to John Hugh Lester or his nominee				X			Item 12 Adoption of new constitution		X

IMPORTANT NOTICE

This Proxy Form has been prepared by Portman Iron Ore Limited for the purposes of the shareholders meeting of Golden West Resources Limited to be held on 29 August 2008 and at any adjournment of that meeting.

This Proxy Form contains pre-populated responses appointing Richard Mehan, or failing him, Paul Piercy as your proxy and instructing them to vote on each of the items of business as indicated in the boxes opposite each item of business.

If you agree with these pre-populated responses, all you need to do is sign the form and return it to Portman Iron Ore Limited by the deadline as instructed.

If you disagree with these pre-populated responses, you can either do nothing, or you can change the pre-populated responses and sign the form and return it to Portman Iron Ore Limited by the deadline as instructed.

Details of the items of business for the shareholders meeting formed part of a Notice of Meeting package which was mailed to Golden West Resources Limited shareholders on 21 July 2008. A further copy of this document can be obtained by contacting the Portman/Golden West Information Line on 1800 426 150 (within Australia) or +61 2 8280 7485 (outside Australia)

STEP 3 SIGNATURE OF SECURITYHOLDER(S) This section must be completed.

STEP 3 SIGNATURE OF SE	CURITYHOLDER(S)This section mu	st be completed.	st be completed.
Individual or Securityholder 1	Individual or Securityholder 3	Individual or Securityholder 3
Sole Director and Sole Company Secretary Director		Director/Company Secretary

Please return your Proxy Form to: Portman Iron Ore Limited Level 11, The Quadrant 1 William Street Perth WA 6000 Australia

This Proxy Form has been prepared by Portman Iron Ore Limited ACN 001 892 995 for the purposes of the shareholders meeting of Golden West Resources Limited ACN 102 622 051 to be held on 29 August 2008 and at any adjournment of that meeting.

For all enquiries call: (within Australia) 1800 426 150 (outside Australia) +61 2 8280 7485

 FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY PORTMAN IRON ORE LIMITED IN SUFFICIENT TIME TO LODGE BY 2:00PM (WST) ON WEDNESDAY, 27 AUGUST 2008.

This Proxy Form has been prepared by Portman Iron Ore Limited for the purposes of the shareholders meeting of Golden West Resources Limited to be held on 29 August 2008 and at any adjournment of that meeting. This contains pre-populated responses appointing Richard Mehan, or failing him, Paul Piercy as your proxy and instructing them to vote on each of the items of business as indicated in the boxes opposite each item of business. Please read the Important Notice overleaf as well as the instructions below on How to Complete this Proxy Form.

How to Complete this Proxy Form

• 1 Your Name and Address

• This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

• 2 Appointment of a Proxy

• This Proxy Form has been pre-completed to appoint Richard Mehan, or failing him, Paul Piercy as your proxy. You may appoint another proxy in place of Richard Mehan or Paul Piercy by crossing out “Richard Mehan” and “Paul Piercy” where their names appear in Step 1 and writing the name of your proxy in the space provided in Step 1. If you cross out the name of Richard Mehan and Paul Piercy and leave the section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

3. Votes on Items of Business

• This Proxy Form has been pre-completed to instruct your proxy to vote on each of the items of business as indicated in the boxes opposite each item of business. If you disagree with any of the pre-completed boxes, you can change your vote by placing a mark in the relevant box opposite that item of business. All your shares will be voted in accordance with such directions unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you cross out any pre-completed box and do not mark another box opposite that item of business, your proxy may vote as he or she chooses. If you mark more than one box on an item, your vote on that item will be invalid.

• 4 Appointment of a Second Proxy

• You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy

Form may be obtained by telephoning Portman Iron Ore Limited or you may copy this form.

• To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

5 Signing Instructions

• You must sign this form as follows in the spaces provided:

• Individual: where the holding is in one name, the holder must sign.

• Joint Holding: where the holding is in more than one name, either securityholder may sign.

• Power of Attorney: to sign under Power of Attorney, you must have already lodged the Power of Attorney with the registry of Golden West Resources Limited. If you have not previously lodged this document for notation, 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting, the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from Portman Iron Ore Limited.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below in sufficient time for Portman Iron Ore Limited to lodge it with Golden West Resources Limited by 2:00pm (WST) on Wednesday, 27 August 2008. Portman Iron Ore Limited intends to lodge all proxy forms it receives with Golden West Resources Limited shortly before the latest time for them to be effective. If Portman Iron Ore Limited receives any proxy form too late for it to lodge the form prior to the deadline referred to above, it will endeavour to contact the relevant shareholder to tell them that the form was received too late, so the shareholder can decide whether to attend the general meeting in person in order to vote. Portman Iron Ore Limited will lodge with Golden West Resources Limited every proxy form it receives, even if it appears to be invalid.

Proxy forms may be lodged using the reply paid envelope or hand delivered to:

• Portman Iron Ore Limited

• Level 11, The Quadrant 1 William Street

• Perth WA 6000 Australia