KGL RESOURCES LIMITED — AGM Information 2012

Apr 23, 2012

Kentor Gold Ltd ACN 082 658 080

Notice of Annual General Meeting and Explanatory Notes

Kentor Gold Limited ACN 082 658 080

Date : 24 May 2012 Time: 1.30pm (AEST) Location: Christie Offices 454 Collins St Melbourne 3000.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the ANNUAL GENERAL MEETING of the shareholders of Kentor Gold Ltd ACN 082 658 080 will be held at Christie Offices, 454 Collins St, Melbourne VIC 3000 on 24 May 2012 at 1.30pm (Australian Eastern Standard Time).

ORDINARY BUSINESS

Reports

To receive and consider the Financial Statements of the Company and the Directors’ and Auditors’ reports for the year ended 31 December 2011.

Resolution 1. Re-election of Director, Mr Andrew Daley

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

“That Mr Andrew Daley, a director who retires in accordance with the Constitution and being eligible offers himself for re-election as a director of the Company, is re-elected as a director of the Company.”

Resolution 2. Remuneration Report

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

“That the Remuneration Report set out in the Company’s Annual Report (as part of the Directors’ Report) for the year ended 31 December 2011 is approved.”

Note: The vote on this Resolution is advisory only and does not bind the directors of the Company.

SPECIAL BUSINESS

Resolution 3. Approval of issue of Options to Mr. Simon Milroy

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for Mr. Simon Milroy, Managing Director of the Company, to be issued with 1,500,000 unlisted options in the Company on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 4. Approval of issue of Options to Mr. Hugh McKinnon

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for Mr. Hugh McKinnon, Executive Director of the Company, to be issued with 500,000 unlisted options in the Company on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 5. Approval of issue of Options to Mr. John Barr

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for Mr. John Barr, non-executive Director of the Company, to be issued with 300,000 unlisted options in the Company on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 6. Approval of issue of Options to Mr. Andrew Daley

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for Mr. Andrew Daley, non-executive Director of the Company, to be issued with 300,000 unlisted options in the Company on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 7. Approval of issue of Options to Mr. John Taylor

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for Mr. John Taylor, non-executive Director of the Company, to be issued with 300,000 unlisted options in the Company on the terms and conditions set out in the Explanatory Memorandum.”

BY ORDER OF THE BOARD

Kylie Anderson Company Secretary 24 April 2012

Voting exclusion Statement

1. In respect of Resolution 2, the Company will disregard any votes cast on that Resolution by Key Management Personnel as named in the Remuneration Report

2. In respect of Resolution 3,4,5,6 and 7, the Company will disregard any votes cast on those Resolutions by the Directors of the Company and their associates.

However, the Company need not disregard a vote if:

• it is cast be 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 Chairman for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Notes

1. The Company has determined that for the purpose of determining voting entitlements at the Annual General Meeting all shares in the Company that are quoted on the ASX will be taken to be held by the persons who held them as registered shareholders at 7pm on 22 May 2012. Accordingly, share transfers registered after this time will be disregarded in determining entitlements to attend and vote at the Meeting.

2. A member entitled to attend and vote may attend and vote in person or by proxy, or attorney or (where the member is a body corporate) by representative.

3. The proxy of a member does not need to be a member of the Company.

4. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of the member’s votes each proxy is entitled to exercise. If the appointment does not specify the proportion or number of the member’s votes, each proxy may exercise one half of those votes.

5. A proxy form accompanies this Notice of Meeting and to be effective must be received by the Company’s corporate registry by 1.30pm (Australian Eastern Standard Time) 22 May 2012.

Link Market Services Limited Address: Level 12, 680 George Street, Sydney, NSW, 2000 Fax Number: (02) 9287 0309

Explanatory Memorandum

Introduction

This Explanatory Memorandum should be read in conjunction with the Notice of Annual General Meeting to which this Explanatory Memorandum is attached and forms part of. Please take the time to read through this document.

Financial Reports

Whilst the Corporations Act requires the Financial Report and the reports of the directors’ and auditors’ to be laid before the Annual General Meeting, neither the Corporations Act or the Constitution requires shareholders to vote on, approve or adopt those reports.

Shareholders will, however, have ample opportunity at the Annual General Meeting to raise questions

on these reports.

Each shareholder will have had access to a copy of the Annual Report, which contains the Financial Report, Directors’ Report and Auditors’ Report for the year ended 31 December 2011.

Resolution 1. Re-election of Mr. Andrew Daley

Mr. Daley retires pursuant to clause 13.5 of the Constitution and offers himself for re-election as director of the Company in accordance with the Company’s Constitution.

Information about Mr. Daley is set out in the Company’s 2011 Annual Report.

The Board recommends that shareholders vote in favour of the resolution for the re-election of Mr. Andrew Daley.

Resolution 2.

Remuneration Report

The Remuneration Report is set out on pages 33 to 39 of the Kentor’s 2011 Annual Report

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to directors and specified executives of the Company and sets out remuneration details for each director and specified executive.

As detailed in the Remuneration Report, the Board believes that the remuneration granted to directors and specified executives is in line with market conditions.

Shareholders will be asked to vote at the annual general meeting on the resolution to adopt the Remuneration Report. The vote is advisory only and will not bind the directors. However, as a result of changes to the Corporations Act, if at least 25% of the votes cast on the resolution are voted against the adoption of the Remuneration Report, then:

• If Shareholders make comments on the report at the meeting, the remuneration report for the next financial year must explain the Board’s proposed action in response or if no action has been taken, the Board’s reasons; and

• If at least 25% of the votes cast on the resolution that the remuneration report for the next financial be adopted are against the adoption, Kentor will be required to put to shareholders a resolution that a general meeting be called to consider the election of directors of Kentor (spill resolution). If the spill resolution is passed, all the Directors who were directors when the resolution to adopt the Remuneration Report was passed (other than the Managing Director) will cease to hold office at the subsequent general meeting unless re-elected at that meeting

The Directors unanimously recommend that shareholders vote in favour of Resolution 2

Resolution 3. Approval of issue of Options to Mr. Simon Milroy

Resolution 3 seeks approval from shareholders for the issue of 1,500,000 unlisted options to subscribe for fully paid ordinary shares to Mr. Simon Milroy, the Managing Director of the Company as part of his remuneration.

If approved, the options will be issued in accordance with the ESOP.

The Remuneration and Nomination Committee has recommended that Mr. Milroy receive options that incentivise Mr. Milroy to advance the status of the Company to a producing miner.

The options will be issued at no cost to the director. The terms and conditions of the issue of those options to Mr. Milroy are detailed below.

Listing Rules

ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a director of the Company under an employee incentive scheme. Accordingly, shareholder approval is required pursuant to ASX Listing Rule 10.14 for the issue of the options to Mr. Milroy.

Pursuant to ASX Listing Rule 10.15.7 the options will be issued to Mr. Milroy on 25 May 2012 and in any case no later than 12 months after the date of this meeting.

Corporations Act

Under Chapter 2E of the Corporations Act a public company cannot give a financial benefit to a related party unless an exception applies or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Mr. Milroy is a related party of the Company due to the fact that he is a director of the Company. The issue of options constitutes a “Financial Benefit” as described in the Corporations Act. Accordingly, the proposed issue of options to Mr. Milroy will constitute the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exemptions under section 211 of the Corporations Act (remuneration and reimbursement) apply to the proposed option issue pursuant to Resolution 3. Accordingly, while the Directors have not determined to seek shareholder approval under section 208 of the Corporations Act, shareholder approval must nonetheless be obtained pursuant to ASX Listing Rule 10.14. If approval of the issue is given under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 7.1.

Any funds raised upon the exercise of the options will be used for ongoing corporate costs.

Terms

The terms of the issue of options to Mr. Milroy are as follows:

Tranche	Number of Options	Vesting Conditions	Exercise Price	Expiry Date
1	500,000	Upon the Murchison Gold Project in Western Australia operating at its design capacity and having produced 10,000 oz gold.	25% above the 10 day VWAP prior to the date of issue	5 years from issue date
2	500,000	Upon the Andash Project in Kyrgyzstan obtaining all necessary permits, approvals and financing for development of the Project and construction having commenced.	30% above the 10 day VWAP prior to the date of issue	5 years from issue date
3	500,000	Upon the Jervois Project in the Northern Territory obtaining all necessary permits, approvals and financing for the development of the project and construction having commenced.	40% above the 10 day VWAP prior to the date of issue	5 years from issue date

In addition to the above terms, the following conditions will also apply to the issue of options:

• In order for the options to vest, Mr Milroy must still be employed by the Kentor Group (unless the Board agrees to waive this requirement for “Good Leaver” reasons) and it is more than 12 months since the date of issue of the options.

• Vesting will not occur until the Kentor share price is greater than the Exercise Price

The Board, with Mr. Milroy abstaining, recommends that shareholders vote in favour of the issue of 1,500,000 options to Mr. Simon Milroy.

Resolution 4. Approval of issue of Options to Mr. Hugh McKinnon

Resolution 4 seeks approval from shareholders for the issue of 500,000 unlisted options to subscribe for fully paid ordinary shares to Mr. Hugh McKinnon, an Executive Director of the Company as part of his remuneration.

If approved, the options will be issued in accordance with the ESOP.

The Remuneration and Nomination Committee has recommended that Mr. McKinnon receive options that incentivise Mr McKinnon to bring the Andash project into production.

The options will be issued at no cost to the director. The terms and conditions of the issue of those options to Mr. McKinnon are detailed below.

Listing Rules

ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a director of the Company under an employee incentive scheme. Accordingly, shareholder approval is required pursuant to ASX Listing Rule 10.14 for the issue of the options to Mr. McKinnon.

Pursuant to ASX Listing Rule 10.15.7 the options will be issued to Mr. McKinnon on 25 May 2012 and in any case no later than 12 months after the date of this meeting.

Corporations Act

Under Chapter 2E of the Corporations Act a public company cannot give a financial benefit to a related party unless an exception applies or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Mr. McKinnon is a related party of the Company due to the fact that he is a director of the Company. The issue of options constitutes a “Financial Benefit” as described in the Corporations Act. Accordingly, the proposed issue of options to Mr. McKinnon will constitute the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exemptions under section 211 of the Corporations Act (remuneration and reimbursement) apply to the proposed option issue pursuant to Resolution 4 Accordingly, while the Directors have not determined to seek shareholder approval under section 208 of the Corporations Act, shareholder approval must nonetheless be obtained pursuant to ASX Listing Rule 10.14. If approval of the issue is given under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 7.1.

Any funds raised upon the exercise of the options will be used for ongoing corporate costs.

Terms

The terms of the issue of options to Mr. McKinnon are as follows:

Tranche	Number of Options	Vesting Conditions	Exercise Price	Expiry Date
1	500,000	Upon the Andash Project in Kyrgyzstan obtaining all necessary permits, approvals and financing for development of the Project and construction having commenced.	30% above the 10 day VWAP prior to the date of issue	5 years from issue date

In addition to the above terms, the following conditions will also apply to the issue of options:

• In order for the options to vest, Mr McKinnon must still be employed by the Kentor Group (unless the Board agrees to waive this requirement for “Good Leaver” reasons) and it is more than 12 months since the date of issue of the options.

• Vesting will not occur until the Kentor share price is greater than the Exercise Price

The Board, with Mr. McKinnon abstaining, recommends that shareholders vote in favour of the issue of 500,000 options to Mr. Hugh McKinnon.

Resolution 5 Approval of Issue of Options to Mr. John Barr

Resolution 5 seeks approval from shareholders for the issue of 300,000 unlisted options to subscribe for fully paid ordinary shares to Mr. John Barr, the Non-Executive Chairman of the Company as part of his remuneration.

If approved, the options will be issued in accordance with the ESOP.

The Remuneration and Nomination Committee has recommended that Mr. Barr receive options that reflect the expected growth of the Company and recognise the efforts of the non-executive directors in bring the Company’s projects into production.

The options will be issued at no cost to the director. The terms and conditions of the issue of those options to Mr. Barr are detailed below.

Listing Rules

ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a director of the Company under an employee incentive scheme. Accordingly, shareholder approval is required pursuant to ASX Listing Rule 10.14 for the issue of the options to Mr. Barr.

Pursuant to ASX Listing Rule 10.15.7 the options will be issued to Mr. Barr on 25 May 2012 and in any case no later than 12 months after the date of this meeting.

Corporations Act

Under Chapter 2E of the Corporations Act a public company cannot give a financial benefit to a related party unless an exception applies or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Mr. Barr is a related party of the Company due to the fact that he is a director of the Company. The issue of options constitutes a “Financial Benefit” as described in the Corporations Act. Accordingly, the proposed issue of options to Mr. Barr will constitute the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exemptions under section 211 of the Corporations Act (remuneration and reimbursement) apply to the proposed option issue pursuant to Resolution 5. Accordingly, while the Directors have not determined to seek shareholder approval under section 208 of the Corporations Act, shareholder approval must nonetheless be obtained pursuant to ASX Listing Rule 10.14. If approval of the issue is given under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 7.1.

Any funds raised upon the exercise of the options will be used for ongoing corporate costs.

Terms

The terms of the issue of options to Mr. Barr are as follows:

Tranche	Number of Options	Vesting Conditions	Exercise Price	Expiry Date
1	100,000	Upon the Murchison Gold Project in Western Australia operating at its design capacity and having produced 10,000 oz gold.	25% above the 10 day VWAP prior to the date of issue	5 years from issue date
2	100,000	Upon the Andash Project in Kyrgyzstan obtaining all necessary permits, approvals and financing for development of the Project and construction having commenced.	30% above the 10 day VWAP prior to the date of issue	5 years from issue date
3	100,000	Upon the Jervois Project in the Northern Territory obtaining all necessary permits, approvals and financing for the development of the project and construction having commenced.	40% above the 10 day VWAP prior to the date of issue	5 years from issue date

In addition to the above terms, the following conditions will also apply to the issue of options:

• In order for the options to vest, Mr Barr must still be employed by the Kentor Group (unless the Board agrees to waive this requirement for “Good Leaver” reasons) and it is more than 12 months since the date of issue of the options.

• Vesting will not occur until the Kentor share price is greater than the Exercise Price

The Board, with Mr. Barr abstaining, recommends that shareholders vote in favour of the issue of 300,000 options to Mr. John Barr.

Resolution 6 Approval of Issue of Options to Mr. Andrew Daley

Resolution 6 seeks approval from shareholders for the issue of 300,000 unlisted options to subscribe for fully paid ordinary shares to Mr. Andrew Daley, the Non-Executive Director of the Company as part of his remuneration.

If approved, the options will be issued in accordance with the ESOP.

The Remuneration and Nomination Committee has recommended that Mr. Daley receive options that reflect the expected growth of the Company and recognise the efforts of the non-executive directors in bring the Company’s projects into production.

The options will be issued at no cost to the director. The terms and conditions of the issue of those options to Mr. Daley are detailed below.

Listing Rules

ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a director of the Company under an employee incentive scheme. Accordingly, shareholder approval is required pursuant to ASX Listing Rule 10.14 for the issue of the options to Mr. Daley.

Pursuant to ASX Listing Rule 10.15.7 the options will be issued to Mr. Daley on 25 May 2012 and in any case no later than 12 months after the date of this meeting.

Corporations Act

Under Chapter 2E of the Corporations Act a public company cannot give a financial benefit to a related party unless an exception applies or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Mr. Daley is a related party of the Company due to the fact that he is a director of the Company. The issue of options constitutes a “Financial Benefit” as described in the Corporations Act. Accordingly, the proposed issue of options to Mr. Daley will constitute the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exemptions under section 211 of the Corporations Act (remuneration and reimbursement) apply to the proposed option issue pursuant to Resolution 6. Accordingly, while the Directors have not determined to seek shareholder approval under section 208 of the Corporations Act, shareholder approval must nonetheless be obtained pursuant to ASX Listing Rule 10.14. If approval of the issue is given under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 7.1.

Any funds raised upon the exercise of the options will be used for ongoing corporate costs.

Terms

The terms of the issue of options to Mr. Daley are as follows:

Tranche	Number of Options	Vesting Conditions	Exercise Price	Expiry Date
1	100,000	Upon the Murchison Gold Project in Western Australia operating at its design capacity and having produced 10,000 oz gold.	25% above the 10 day VWAP prior to the date of issue	5 years from issue date
2	100,000	Upon the Andash Project in Kyrgyzstan obtaining all necessary permits, approvals and financing for development of the Project and construction having commenced.	30% above the 10 day VWAP prior to the date of issue	5 years from issue date
3	100,000	Upon the Jervois Project in the Northern Territory obtaining all necessary permits, approvals and financing for the development of the project and construction having commenced.	40% above the 10 day VWAP prior to the date of issue	5 years from issue date

In addition to the above terms, the following conditions will also apply to the issue of options:

• In order for the options to vest, Mr. Daley must still be employed by the Kentor Group (unless the Board agrees to waive this requirement for “Good Leaver” reasons) and it is more than 12 months since the date of issue of the options.

• Vesting will not occur until the Kentor share price is greater than the Exercise Price

The Board, with Mr. Daley abstaining, recommends that shareholders vote in favour of the issue of 300,000 options to Mr. Andrew Daley.

Resolution 7 Approval of Issue of Options to Mr. John Taylor

Resolution 7 seeks approval from shareholders for the issue of 300,000 unlisted options to subscribe for fully paid ordinary shares to Mr. John Taylor, the Non-Executive Director of the Company as part of his remuneration.

If approved, the options will be issued in accordance with the ESOP.

The Remuneration and Nomination Committee has recommended that Mr. Taylor receive options that reflect the expected growth of the Company and recognise the efforts of the non-executive directors in bring the Company’s projects into production.

The options will be issued at no cost to the director. The terms and conditions of the issue of those options to Mr. Taylor are detailed below.

Listing Rules

ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a director of the Company under an employee incentive scheme. Accordingly, shareholder approval is required pursuant to ASX Listing Rule 10.14 for the issue of the options to Mr. Taylor.

Pursuant to ASX Listing Rule 10.15.7 the options will be issued to Mr. Taylor on 25 May 2012 and in any case no later than 12 months after the date of this meeting.

Corporations Act

Under Chapter 2E of the Corporations Act a public company cannot give a financial benefit to a related party unless an exception applies or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Mr. Taylor is a related party of the Company due to the fact that he is a director of the Company. The issue of options constitutes a “Financial Benefit” as described in the Corporations Act. Accordingly, the proposed issue of options to Mr. Taylor will constitute the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exemptions under section 211 of the Corporations Act (remuneration and reimbursement) apply to the proposed option issue pursuant to Resolution 7 Accordingly, while the Directors have not determined to seek shareholder approval under section 208 of the Corporations Act, shareholder approval must nonetheless be obtained pursuant to ASX Listing Rule 10.14. If approval of the issue is given under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 7.1.

Any funds raised upon the exercise of the options will be used for ongoing corporate costs.

Terms

The terms of the issue of options to Mr. Taylor are as follows:

Tranche	Number of Options	Vesting Conditions	Exercise Price	Expiry Date
1	100,000	Upon the Murchison Gold Project in Western Australia operating at its design capacity and having produced 10,000 oz gold.	25% above the 10 day VWAP prior to the date of issue	5 years from issue date
2	100,000	Upon the Andash Project in Kyrgyzstan obtaining all necessary permits, approvals and financing for development of the Project and construction having commenced.	30% above the 10 day VWAP prior to the date of issue	5 years from issue date
3	100,000	Upon the Jervois Project in the Northern Territory obtaining all necessary permits, approvals and financing for the development of the project and construction having commenced.	40% above the 10 day VWAP prior to the date of issue	5 years from issue date

In addition to the above terms, the following conditions will also apply to the issue of options:

• In order for the options to vest, Mr Taylor must still be employed by the Kentor Group (unless the Board agrees to waive this requirement for “Good Leaver” reasons) and it is more than 12 months since the date of issue of the options.

• Vesting will not occur until the Kentor share price is greater than the Exercise Price

The Board, with Mr. Taylor abstaining, recommends that shareholders vote in favour of the issue of 300,000 options to Mr. John Taylor.

Information Relating to Resolutions 3,4,5,6 and 7.

Pursuant to Listing Rule 10.15.4 and 10.15.4A the following information is provided in relation to Resolutions 3,4,5,6 and 7.

No directors nor their associates have received securities under the Employee Share and Option Plan since the last approval, the number of securities issued and the exercise price.

The names of all Directors and their associates entitled to participate in the Employee Share Option Plan.

Mr. John Barr

Mr. Andrew Daley

Mr. John Taylor

Mr. Simon Milroy

Mr. Hugh McKinnon

No loans were made available to the directors and their associates for the purposes of share or option purchses.

GLOSSARY OF TERMS

“ASX” means Australian Securities Exchange Limited;

“Board” means the board of directors of the Company;

“Company” means Kentor Gold Ltd ACN 082 658 080;

“Constitution” means the Constitution of the Company adopted on 25 October 2004;

“Corporations Act” means the Corporations Act 2001 (Commonwealth);

“ESOP” means Employee Share Option Plan

“Listing Rules” means the listing rules of the ASX.

LODGE YOUR VOTE



ONLINE

www.linkmarketservices.com.au

ACN 082 658 080

By mail:  Kentor Gold Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 [By fax:][ (02) 9287 0309]



All enquiries to: Telephone: 1300 554 474 or (02) 8280 7111

X99999999999

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SHAREHOLDER VOTING FORM

I/We being a member(s) of Kentor Gold Limited and entitled to attend and vote hereby appoint:

STEP 1

APPOINT A PROXY

the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered shareholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 1:30pm on Thursday, 24 May 2012, at the Christie Offices, 454 Collins Street, Melbourne Vic 3000 and at any adjournment or postponement of the meeting.

Where allowable, the Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2

VOTING DIRECTIONS

For Against Abstain * For Against Abstain * Resolution 1 Resolution 5 Re-election of Director, Mr Andrew Daley Approval of issue of Options to Mr John Barr Resolution 2 Resolution 6 Approval of Remuneration Report Approval of issue of Options to Mr Andrew Daley Resolution 3 Resolution 7 Approval of issue of Options to Mr Simon Milroy Approval of issue of Options to Mr John Taylor

Resolution 4 Approval of issue of Options to Mr Hugh McKinnon

 * If you mark the Abstain box 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.

Important for Resolutions 2 to 7 – If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with his voting intentions on Resolutions 2 to 7 as set out above and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolutions 2 to 7, the Chairman of the Meeting will not cast your votes on Resolutions 2 to 7 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. If you appoint the Chairman of the Meeting as your proxy you can direct him how to vote by either marking the boxes on any or all of the items in Step 2 above (for example if you wish to vote ‘for’, ‘against’ or ‘abstain’ from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolutions 2 to 7).

The Chairman of the Meeting intends to vote all available proxies in favour of Resolutions 2 to 7.

I/we direct the Chairman of the Meeting to vote in accordance with his voting intentions on Resolutions 2 to 7 (except where I/we have indicated a different voting intention above) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 2 to 7 are connected directly or indirectly with the remuneration of a member of the key management personnel and even if the Chairman of the Meeting has an interest in the outcome of those items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

STEP 3

Shareholder 1 (Individual)

Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Director/Company Secretary (Delete one) Director

Sole Director and Sole Company Secretary

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

KGL PRX207

HOW TO COMPLETE THIS PROXY FORM

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.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this 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.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction 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 do not mark any of the boxes on the items 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.

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 the company’s share registry or you may copy this form and return them both together.

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.

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 shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. 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.

Corporate Representatives

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 in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 1:30pm on Tuesday, 22 May 2012, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).



by mail:

Kentor Gold Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



by fax:

(02) 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.