JADE GAS HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2009

May 20, 2009

QUEST MINERALS LIMITED ACN 062 879 583

INFORMATION MEMORANDUM TO SHAREHOLDERS

NOTICE OF GENERAL MEETING

INCLUDING

EXPLANATORY STATEMENT

and

PROXY FORM

Date of Meeting: Thursday, 18th June 2009 Time of Meeting: 10.30 am WST Place of Meeting: The Celtic Club 48 Ord Street West Perth, WA, 6005

CONTENTS

			PAGE
SECTION	1	PURPOSE OF THIS INFORMATION MEMORANDUM	1
SECTION	2	NOTICE OF GENERAL MEETING	3
		(setting out the proposed resolutions)
SECTION	3	EXPLANATORY STATEMENT	6
		(explaining the resolutions)
		GLOSSARY	11
		APPENDIX A	12
		PROXY FORM	13

IMPORTANT NOTICE

THE RESOLUTIONS PROPOSED FOR THIS MEETING ARE OF FUNDAMENTAL IMPORTANCE TO THE FUTURE OF YOUR COMPANY. IT IS RECOMMENDED THAT SHAREHOLDERS READ THIS INFORMATION MEMORANDUM IN FULL, AND IF THERE IS ANY MATTER THAT YOU DO NOT UNDERSTAND, YOU SHOULD CONTACT YOUR FINANCIAL ADVISER, STOCKBROKER OR SOLICITOR FOR ADVICE.

QUEST MINERALS LIMITED ACN 062 879 583

INFORMATION MEMORANDUM

SECTION 1

PURPOSE OF THIS INFORMATION MEMORANDUM

1. INTRODUCTION

The Memorandum must be read in full in conjunction with the Notice and all accompanying documents to make an informed decision regarding those resolutions.

2. RESOLUTIONS

This Memorandum contains information concerning the resolutions set out in the Notice.

The resolutions deal with the following specific matters:

• (a) Resolution 1 – Appointment of Stuart Third as a Director

• (b) Resolution 2 – Ratification of Issue of Convertible Notes

• (c) Resolution 3 – Ratification of Issue of 4,000,000 options to Katumba Minerals Limited

• (d) Resolution 4 – Issue of 6,000,000 Options to Katumba Minerals Limited

• (e) Resolution 5 - Placement Authority – Shares

• (f) Resolution 6 – Adoption of New Constitution

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QUEST MINERALS LIMITED ACN 062 879 583

INFORMATION MEMORANDUM

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the shareholders of Quest Minerals Limited will be held at:

The Celtic Club 48 Ord Street West Perth, WA, 6005

Commencing 10.30 am (Perth Time) on Thursday, 18th June 2009

HOW TO VOTE

You may vote by attending the meeting in person, by proxy or authorised representative.

VOTING IN PERSON

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.30am.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company’s Share Registry, Advanced Share Registry Services on facsimile number (08) 9389 7871 (International: +61 8 9389 7871); or

• deliver / post to the Company’s Share Registry, Advanced Share Registry Services at 150 Stirling Highway, Nedlands, Western Australia, 6009

so that it is received not later than 10:30am (Perth Time) on Tuesday, 16 June 2009.

A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

Your proxy form is enclosed.

VOTING EXCLUSION

Where a voting exclusion applies, 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.

SNAPSHOT DATE

In accordance with regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 10.30am (WST) on Tuesday, 16th June 2009.

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QUEST MINERALS LIMITED ACN 062 879 583

NOTICE OF GENERAL MEETING

SECTION 2

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the General Meeting of the shareholders of Quest Minerals limited will be held in The Celtic Club, 48 Ord Street, West Perth, Western Australia, 6005 on Thursday, 18th June 2009 at 10.30 am WST.

RESOLUTIONS

Resolution 1 – Appointment of Director (Mr Stuart Third)

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

“That Mr Stuart Third who retires, (having been appointed in accordance with clause 12.4 of the Company’s Constitution as a director of the Company to fill a casual vacancy) and, being eligible offers himself for election, is hereby re-appointed a director of the Company”.

Short Explanation: The Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by this Constitution. Any Director so appointed holds office only until the next following annual general meeting unless appointed by shareholders.

Voting Exclusions: There are no voting exclusions.

Resolution 2 - Ratification of an Issue of Convertible Notes

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

“That in accordance with Listing Rule 7.4 of the Listing Rules of ASX, shareholders ratify the allotment and issue of 13 Convertible Notes to the allottees set out in the Explanatory Statement and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under the Listing Rules, the Company may seek shareholder ratification of an issue of equity securities to allow it the flexibility to make further issues of equity securities up to the threshold of 15% of its total equity securities in any 12 month period. Please refer to the Explanatory Statement for details.

Voting Exclusions: The Company will disregard any votes cast on this resolution by any person who participated in the issue, or any associate of those persons. However, the entity need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; 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 3 – Ratification of an Issue of Options to Katumba Minerals Limited

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

“That in accordance with Listing Rule 7.4 of the Listing Rules of ASX, shareholders ratify the allotment and issue of 4,000,000 Options to subscribe for fully paid shares in the capital of the Company to Katumba Minerals Limited on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under the Listing Rules, the Company may seek shareholder ratification of an issue of equity securities to allow it the flexibility to make further issues of equity securities up to the

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QUEST MINERALS LIMITED ACN 062 879 583

NOTICE OF GENERAL MEETING

threshold of 15% of its total equity securities in any 12 month period. Please refer to the Explanatory Statement for details.

Voting Exclusions: The Company will disregard any votes cast on this resolution Katumba Minerals Limited or any associate. However, the entity need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; 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 – Issue of 6,000,000 Options to Katumba Minerals Limited

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

“That in accordance with Listing Rule 7.1 of the Listing Rules of ASX, and for all other purposes, approval is given for the Company to issue and allot 6,000,000 Options to subscribe for fully paid shares in the capital of the Company to Katumba Minerals Limited on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under the Listing Rules, the Company is required to seek shareholder approval prior to making a placement of securities in excess of the threshold of 15% of its total equity securities in any 12 month period. Please refer to the Explanatory Statement for details.

Voting Exclusions: The Company will disregard any votes cast on this resolution by Katumba Minerals Limited or any associate and any person who may obtain a benefit, except a benefit solely in the capacity of a shareholder if the resolution is passed, and any associate of those persons. However, the entity need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; 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 - Placement Authority – Shares

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

“That, for the purposes of Listing Rule 7.1 of ASX and for all other purposes, approval is given for the Company to issue and allot at the Directors’ discretion up to a maximum of 20,000,000 Shares in the capital of the Company at not less than eighty (80%) percent of the average market price over the last 5 days on which sales in the securities were recorded before the day on which the issue is made but in any event not later than three (3) months after the date of this Meeting and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under the Listing Rules, the Company is required to seek shareholder approval prior to making a placement of securities in excess of the threshold of 15% of its total equity securities in any 12 month period. Please refer to the Explanatory Statement for details.

.

Voting Exclusions: The Company will disregard any votes cast on this resolution by a person who might participate in this issue and any person who may obtain a benefit, except a benefit solely in the capacity of a shareholder if the resolution is passed, and any associate of those persons. However, the entity need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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

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QUEST MINERALS LIMITED ACN 062 879 583

NOTICE OF GENERAL MEETING

Resolution 6 – Adoption of New Constitution

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

“That pursuant to and in accordance with section 136(2) of the Corporations Act 2001, the Company repeal its existing Constitution and in its place adopt a new Constitution in the form tabled at the General Meeting”

Short Explanation: A Company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.

Voting Exclusions: There are no voting exclusions.

By order of the Board

==> picture [215 x 63] intentionally omitted <==

David Semmens Company Secretary

Dated 20th day of May 2009

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SECTION 3

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of shareholders in Quest Minerals Limited in connection with the business to be conducted at the General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia, 6005 on Thursday, 18th June 2009 at 10.30am (WST).

This Explanatory Statement should be read in conjunction with the accompanying Notice of General Meeting set out in Section 2 of this Information Memorandum.

RESOLUTION 1 – APPOINTMENT OF DIRECTOR

Re-appointment of Mr. Stuart Third as a Director.

Mr Stuart Third who, having been appointed in accordance with clause 12.4 of the Company’s Constitution as a director of the Company to fill a casual vacancy, offers himself for election as a director of Quest Minerals Limited.

Mr Third is a Chartered Accountant and holds a Bachelor of Business and a Masters in Taxation. He is a director of a Western Australian Chartered Accounting practice and has been involved in professional accounting in public practice for over 15 years, specialising in corporate management, finance, capital raising, restructuring and corporate governance matters including ASX and ASIC compliance.

He has extensive experience in advising companies both listed and in the private sector. He is a Fellow of the Taxation Institute of Australia.

The Board supports the appointment of Mr Third.

RESOLUTION 2 – RATIFICATION OF AN ISSUE OF CONVERTIBLE NOTES

Background

In accordance with Listing Rule 7.4 of the Listing Rules of ASX, shareholder ratification is sought for the allotment and issue of 13 convertible notes issued to the allottees set out in this Explanatory Statement.

Listing Rule Requirements

Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of equity securities representing more than 15% of the issued capital of that company in any 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. This rule provides that where a company in general meeting ratifies the previous issue of securities made without approval under Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Shareholder ratification for the Convertible Note issues is now sought pursuant to Listing Rule 7.4 to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required, in the next 12 months without shareholder approval.

Where one seeks to invoke the operation of Listing Rule 7.4, Listing Rule 7.5 requires certain information be provided in the notice of meeting.

For the purposes of Listing Rule 7.5, the following information is provided in relation to this resolution:

• (a) there were 13 Convertible Notes;

• (b) the issue price of the Convertible Notes was $50,000 each;

• (c) the Convertible Notes mature 12 months from the date of issue;

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• (d) interest of 8% pa paid on maturity or conversion;

• (e) the Conversion Price is 4 cents per share;

• (f) the Convertible Notes are unsecured;

• (g) Upon maturity, the Notes will convert into Ordinary Shares at $0.04 and in addition to the Shares issued, the Noteholder will be entitled to one Option (unlisted and exercisable at $0.04 on or before 1 November 2010) for every two shares issued.

• The Noteholders have agreed to a Voluntary Escrow of any Shares and Options issued on conversion of the Convertible Notes, for a period of 12 months from the date of issue, unless either of the following are satisfied:

• the volume weighted average trading price of QNL shares being at a minimum of $0.20 for a period of 5 consecutive trading days; or

• QNL raises not less than $2,000,000 in any single capital raising (not including funds raised from the issue of the Convertible Notes) at any time prior to the maturity date of the Convertible Notes.

• (h) the Shares issued on conversion of the Convertible Notes rank pari passu with all existing Shares in the capital of the Company;

• (i) standard events of default apply;

• (j) the allottees of the Convertible Notes are tabulated below:

Allottee Name	Convertible NotesIssued
QueenswayInvestmentsPtyLtd (issued on 17/11/08)	2
SA Capital Funds Management Limited A/C>(2 issued on 17/11/08 and2 issued on 22/12/08)	4
Theodore Tindaro & Yvonne Margaret Marchese atf TYM Superfund (issued on 17/11/08)	2
Monacan NomineesPtyLtd (issued on 22/12/08)	1
Malacca Capital Limited (issued on 13/02/09)	4
Total	13

• (k) the monies raised from the Convertible Note issue are being used to provide funds for the ongoing exploration and evaluation of the Company’s exploration projects, the evaluation of new opportunities, the corporate and administrative activities of the Company, working capital and to meet the costs of the issue.

RESOLUTION 3 – RATIFICATION OF AN ISSUE OF 4,000,000 OPTIONS TO KATUMBA MINERALS LIMITED

Background

• (a) The Company issued 4,000,000 Options to Katumba Minerals Limited (Katumba) on 8[th] May 2009. Katumba has identified and introduced to Quest the opportunity of making applications for exploration licences in the Federal Republic of Nigeria, and has generally assisted Quest in making the applications through Quest’s Nigerian subsidiary Boab Mining Nigeria Limited (Boab).

• (b) In consideration for Katumba identifying and introducing Quest to the opportunity of making the applications and generally assisting Quest as stated in paragraph (a) above, Quest has agreed to pay to Katumba and/or its nominee or nominees the consideration outlined in paragraph (c) below (Consideration).

• (c) The Consideration payable by Quest to Katumba shall be as follows:

• (i) 10,000,000 options exercisable at $0.04 on or before 30 June 2013 to be issued in the following tranches:

  • (A) 4,000,000 Options were issued on 8[th] May, 2009; and

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• (B) 6,000,000 to be issued within seven (7) days after the receipt of approval of shareholders at a General Meeting of Quest for the issue of those options in accordance with the ASX Listing Rules; and

• (ii) a royalty equal to AU$1.50 per tonne of ore processed from any of the tenements established by virtue of the Applications, on terms to be outlined in a formal royalty agreement between the parties.

Listing Rule Requirements

Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of securities representing more than 15% of the issued capital of that company in any 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. This rule provides that where a company in general meeting ratifies the previous issue of securities made without approval under Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Shareholder ratification for the issue of Options is now sought pursuant to Listing Rule 7.4 to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required, in the next 12 months without shareholder approval.

Where one seeks to invoke the operation of Listing Rule 7.4, Listing Rule 7.5 requires certain information be provided in the notice of meeting.

For the purposes of Listing Rule 7.5, the following information is provided in relation to this resolution:

• (a) there were 4,000,000 Options issued;

• (b) the Options are exercisable at 4 cents each on or before 30 June 2013;

• (c) the issue price of the Options was nil;

• (d) Shares issued upon exercise of the Options rank pari passu with all existing Shares in the capital of the Company. The terms and conditions of the Options are set out in Appendix A;

• (e) the Options were issued to Katumba Minerals Limited; and

• (f) no funds were raised from the issue of the Options.

RESOLUTION 4 – ISSUE OF 6,000,000 OPTIONS TO KATUMBA MINERALS LIMITED

Background

• (d) It is proposed that shareholders grant approval pursuant to Listing Rule 7.1 to allot and issue 6,000,000 Options to Katumba Minerals Limited (Katumba). Katumba has identified and introduced to Quest the opportunity of making applications for exploration licences in the Federal Republic of Nigeria,and has generally assisted Quest in making the applications through Quest’s Nigerian subsidiary Boab Mining Nigeria Limited (Boab).

• (e) In consideration for Katumba identifying and introducing Quest to the opportunity of making the applications and generally assisting Quest as stated in paragraph (a) above, Quest has agreed to pay to Katumba and/or its nominee or nominees the consideration outlined in paragraph (c) below (Consideration).

• (f) The Consideration payable by Quest to Katumba shall be as follows:

• (i) 10,000,000 options exercisable at $0.04 on or before 30 June 2013 to be issued in the following tranches:

  • (A) 4,000,000 Options were issued on 8[th] May, 2009; and

  • (B) 6,000,000 to be issued within seven (7) days after the receipt of approval of shareholders at a General Meeting of Quest for the issue of those options in accordance with the ASX Listing Rules; and

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• (ii) a royalty equal to AU$1.50 per tonne of ore processed from any of the tenements established by virtue of the Applications, on terms to be outlined in a formal royalty agreement between the parties.

Listing Rule Requirements

Rule 7.1 of the Listing Rules provide that a listed entity may not issue equity securities in any twelve month period which, when aggregated with the number of fully paid Shares on issue, exceeds 15 per cent of the number of fully paid Shares on issue at the beginning of the twelve month period, except with the prior approval of shareholders of the Company in General Meeting, subject to certain exceptions.

The securities proposed to be issued pursuant to Resolution 4, when combined with other offers of securities that have been made by the Company in the last twelve months, exceed the 15% threshold referred to above.

In compliance with Listing Rule 7.3 shareholders are advised as follows:

• (a) The maximum number of securities to be allotted will be 6,000,000 Options;

• (b) the Options are exercisable at 4 cents each on or before 30 June 2013;

• (c) the issue price of the Options is nil;

• (d) Shares issued upon exercise of the Options rank pari passu with all existing Shares in the capital of the Company. The terms and conditions of the Options are set out in Appendix A;

• (e) no funds will be raised from the issue of the Options;

• (f) the issue will occur within three months of the date of the meeting; and

• (g) the Options will be issued and allotted on one day.

RESOLUTION 5 – PLACEMENT AUTHORITY – SHARES

Background

It is proposed that shareholders grant approval pursuant to Listing Rule 7.1 to allot and issue, at the Directors discretion, up to 20,000,000 Shares in the capital of the Company.

The purpose of the issue is to fund the Company’s ongoing exploration and evaluation programmes, fund the evaluation and acquisition of new opportunities, fund the corporate and administrative activities of the Company and to provide working capital.

The Shares to be issued will rank equally in all respects with the Company’s existing issued Shares.

Listing Rule Requirements

Rule 7.1 of the Listing Rules provide that a listed entity may not issue equity securities in any twelve month period which, when aggregated with the number of fully paid Shares on issue, exceeds 15 per cent of the number of fully paid Shares on issue at the beginning of the twelve month period, except with the prior approval of shareholders of the Company in General Meeting, subject to certain exceptions.

The securities proposed to be issued pursuant to Resolution 5, when combined with other offers of securities that have been made by the Company in the last twelve months, exceed the 15% threshold referred to above.

In compliance with Listing Rule 7.3 shareholders are advised as follows:

• (a) The maximum number of securities to be allotted will be 20,000,000 Shares in the capital of the Company;

• (b) The issue will occur within three months of the date of the Meeting;

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• (c) The Shares will be issued at an issue price of not less than eighty (80%) per cent of the average market price over the last five (5) days on which sales in the Shares were recorded before the day on which the issue is made;

• (d) The identity of any proposed allottees of the securities the subject of Resolution 5 are not yet known to the Company, but will be sophisticated or professional investors who are able to invest in the Company without the issue of a disclosure document. The allottees will be determined at the Directors discretion. No related party or any associate of a related party will participate in the placement.

• (e) The Shares will rank pari passu on allotment and issue with the existing Shares in the Company.

• (f) The funds raised by reason of the allotment or allotments will be used to fund the Company’s ongoing exploration and evaluation programmes, fund the evaluation and acquisition of new opportunities, fund the corporate and administrative activities of the Company and provide working capital:

• (g) The allotment will occur progressively within three months after the resolution is passed.

RESOLUTION 6 – ADOPTION OF NEW CONSTITUTION

The Company is seeking to adopt a new constitution to take account of recent changes to the ASX Listing Rules and the Corporations Act.

Since the adoption of the Company’s current constitution in 1998, there have been a number of significant amendments to the ASX Listing Rules and the Corporations Act, which need to be incorporated into the Company’s constitution. Given the large number of proposed changes which would need to be made throughout the existing constitution, it is more appropriate to adopt a new constitution than to put forward a resolution proposing amendments to the Company’s existing constitution. ASX has reviewed the proposed new constitution and confirmed that it is not inconsistent with the ASX Listing Rules. A copy of the proposed new constitution is available for review by shareholders at the office of the Company. A copy will be available for inspection at the General Meeting.

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Glossary of Defined Terms

“ASX” means ASX Limited.

“Board” means the board of Directors of the Company.

“Company” and “Quest Minerals Limited” means Quest Minerals Limited (ACN 062 879 583).

“Convertible Notes” means convertible notes convertible into Shares at a conversion price of 4 cents at any time within 12 months after issue.

“Corporations Act” means the Corporations Act 2001 (Cth).

“Directors” means the Directors of the Company.

“Explanatory Statement” means the explanatory statement set out in Section 3 of this Memorandum.

“General Meeting” and “Meeting” means the meeting convened by the Notice.

“Listing Rules” means the Official Listing Rules of ASX.

“Notice” means the notice of meeting set out in Section 2 of this Information Memorandum.

“Option” means an option exercisable at 4 cents on or before 30[th] June 2013

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

• “WST” means Western Standard Time.

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APPENDIX A

Terms and Conditions of Options

1. Each Option entitles the holder to subscribe for and be allotted one Share, at an exercise price of 4 cents per Share ("Exercise Price") on or before the Expiry Date of 30[th] June 2013.

2. The Company must, as soon as it is reasonably practicable to do so, allot shares on exercise of the Options in accordance with the Listing Rules and register the holder as a shareholder in the register of members in respect of the Shares so allotted. No Option may be exercised if to do so would contravene the Corporations Act or the Listing Rules.

3. An Option is exercisable by the holder lodging a notice of exercise of option together with, subject to the Options terms, the Exercise Price for each Share to be issued on exercise, at the Company's registered office. The exercise of some Options only does not affect the holders right to exercise other Options at a later time. Remittances must be made payable to the Company and cheques should be crossed "not negotiable".

4. An Option not exercised by the Expiry Date lapses. There is no obligation to exercise the Options.

5. The Options are non-transferrable.

6. The Company must apply to the ASX for official quotation of the Shares issued on any exercise of an Option.

7. Shares issued on any exercise of an Option will rank pari passu with all existing Shares from the date of issue and will be entitled to each dividend for which the books closing date for determining entitlements falls after the date of issue.

8. There are no participating rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered or made to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 business days after the issue is announced. This will give the holder the opportunity to exercise Options prior to the date for determining entitlements to participate in any such issue.

9. There will be no change to the Exercise Price of an Option in the event of the Company making a pro rata issue of Shares or other securities to shareholders (other than a bonus issue).

10. If there is a bonus issue to shareholders ("Bonus Issue"), the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

11. The rights of the holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation. The Company must give notice to the holder of any adjustment to the number of Shares that the holder is entitled to subscribe for or be issued on exercise of the Option or the exercise price per Share in accordance with the Listing Rules.

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PROXY FORM

APPOINTMENT OF PROXY

QUEST MINERALS LIMITED ACN 062 879 583

GENERAL MEETING

I/We

being a Member of Quest Minerals Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’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 The Celtic Club, 48 Ord Street, West Perth, Western Australia, on Thursday 18th June 2009 at 10.30am (WST) and at any adjournment thereof.

Voting on Business of the General Meeting

		FOR	FOR	FOR	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN
Resolution	1	Appointment of Stuart Third as a Director
Resolution	2	Ratification of Issue of Convertible Notes
Resolution	3	Ratification of Issue of 4,000,000 options
Resolution	4	Issue of options to Katumba Minerals Limited
Resolution	5	Placement Authority - Shares
Resolution	6	Adoption of new Constitution

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If the Chairman 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 a resolution, please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on any resolution he has an interest in the outcome of and your votes will not be counted in calculating the required majority if a poll is called on any such resolution.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signed this day of		2009
Individuals and joint holders		Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

QUEST MINERALS LIMITED ACN 062 879 583

Instructions for Completing ‘Appointment of Proxy’ Form

3.

A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder 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. In the case of joint holders, all must sign.

Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• 2 directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

4.

5.

Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

To vote by Proxy, please complete and sign the Proxy Form as soon as possible and either:

• send the proxy by facsimile to the Company’s Share Registry, Advanced Share Registry Services Ltd on facsimile number (08) 9389 7871 (International: +61 8 9389 7871); or

• deliver / post to the Company’s Share Registry, Advanced Share Registry Services Ltd at 150 Stirling Highway, Nedlands, Western Australia, 6009,

so that it is received not later than 10.30am (WST), Tuesday, 16th June 2009.