KGL RESOURCES LIMITED — Proxy Solicitation & Information Statement 2009

Jul 30, 2009

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KENTOR GOLD LTD

ACN 082 658 080

Registered Office Level 36, Riparian Plaza 71 Eagle St, Brisbane Qld 4000 Australia Phone: (07) 3121 3206 Email: info@kentorgold.com.au

Kyrgyz Republic Office

235/2 Erkindik Prospect, Bishkek Kyrgyz Republic 720739 Phone: +996 312 621 389 Email: kentor2@mail.kg

31 July 2009

Dear Shareholder,

I am pleased to invite you to attend a General Meeting of the shareholders of Kentor Gold Limited (“Kentor Gold” or “Company”) to be held at;

RACV Club

501 Bourke St, Melbourne,

On Wednesday 2 September at 11am (Eastern Standard Time).

The business to be dealt with at the meeting is set out in the attached Notice of Meeting, with the Explanatory Notes providing further detail to the proposed resolutions, which primarily relate to Kentor Gold’s recent and proposed capital raisings, as well as the proposed issue of unlisted options over fully paid ordinary shares to the Directors of the Company.

If you do not plan to, or are unable to, attend the meeting, you may wish to appoint a proxy to attend and vote on your behalf. To do this, you will need to complete and lodge the enclosed Appointment of Proxy form in accordance with the instructions set out on that form. Proxy forms must be received by 11am (Eastern Standard Time) 31 August 2009.

If you are able to attend the meeting, please bring the enclosed Appointment of Proxy form with you to assist with registration of your attendance.

Yours sincerely,

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W H John Barr AM Chairman

NOTICE OF GENERAL MEETING

NOTICE IS GIVEN that a GENERAL MEETING of the shareholders of Kentor Gold Limited ACN 082 658 080 will be held at RACV Club, 501 Bourke St, Melbourne, on 2 September 2009 at 11:00 a.m. (Eastern Standard Time).

ORDINARY BUSINESS

Resolution 1. Ratification of Share Placement to clients of Bell Potter Securities Limited

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the previous issue by the Company of 13.7 million fully paid ordinary shares at $0.04 per share to clients of Bell Potter Securities Limited, as announced to the ASX on 17 July 2009, is approved and ratified.”

Resolution 2. Approval for the Issue of Shares

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of a further 12.45 million fully paid ordinary shares in the Company at $0.04 per share to clients of Bell Potter Securities Limited.”

Resolution 3. Approval for the Issue of New Shares

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of as many new fully paid ordinary shares in the Company as is needed to raise $3,000,000 (“New Shares”), provided that the New Shares are issued within 3 months of the date of this General Meeting and provided that the minimum issue price per New Share will not be less than 80% of the average market price of then existing shares in the capital of the Company traded on ASX over the last 5 days on which sales were recorded before the day on which the issue or issues of New Shares are made and otherwise on the terms and conditions as set out in the Explanatory Memorandum.”

Resolution 4. 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 10.11 and for all other purposes, approval is given for Mr. Simon Milroy, Managing Director of the Company, to be issued with 2,000,000 unlisted options to subscribe for fully paid ordinary shares in the Company in accordance with the Company’s Employee Share Option Plan on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 5. 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 10.11 and for all other purposes, approval is given for Mr. Hugh McKinnon, Executive Director of the Company, to be issued with 1,000,000 unlisted options to subscribe for fully paid ordinary shares in the Company in accordance with the Company’s Employee Share Option Plan on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 6. Approval of issue of Options to Mr. W.H. John Barr

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for Mr. W.H. John Barr, Non - executive Chairman of the Board of Directors of the Company, to be issued with 1,000,000 unlisted options to subscribe for fully paid ordinary shares in the Company in accordance with the Company’s Employee Share Option Plan on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 7. 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 10.11 and for all other purposes, approval is given for Mr. Andrew Daley, Non - executive Director of the Company, to be issued with 1,000,000 unlisted options to subscribe for fully paid ordinary shares in the Company in accordance with the Company’s Employee Share Option Plan on the terms and conditions set out in the Explanatory Memorandum.”

Resolution 8 Election of Director, Mr. John Taylor

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

“That Mr. John Taylor, a director who was appointed on 28 July 2009, and being eligible offers himself for election as a director of the Company, is elected as a director of the Company.”

BY ORDER OF THE BOARD

31 July 2009

Kylie Anderson Company Secretary

Voting Exclusion Statement

• (a) In respect of Resolution 1, the Company will disregard any votes cast on that Resolution by any of the persons who participated in the issue of shares to the clients of Bell Potter Securities Limited that was announced on 17 July 2009 and any of their associates.

• (b) In respect of Resolution 2, the Company will disregard any votes cast on that Resolution by any of the persons identified by the date of the General Meeting as persons who are likely to participate in the issue or might obtain a benefit in the issue or an associate of a person who is likely to participate or obtain a benefit.

• (c) In respect of Resolution 3, the Company will disregard any votes cast on that Resolution by any of the persons identified by the date of the General Meeting as persons who are likely to participate in the issue or might obtain a benefit in the issue or an associate of a person who is likely to participate or obtain a benefit.

• (d) In respect of Resolution 4, the Company will disregard any votes cast on that Resolution by Mr. Simon Milroy and/or his associates.

• (e) In respect of Resolution 5, the Company will disregard any votes cast on that Resolution by Mr. Hugh McKinnon and/or his associates.

• (f) In respect of Resolution 6, the Company will disregard any votes cast on that Resolution by Mr. W.H. John Barr and/or his associates.

• (g) In respect of Resolution 7, the Company will disregard any votes cast on that Resolution by Mr. Andrew Daley and/or his associates.

Notes

1. The Company has determined that for the purposes of the Annual General Meeting all shares in the Company will be taken to be held by the persons who held them as registered shareholders at 7pm on 31 August 2009. 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, Link Market Services, at the following address or facsimile number, by 11:00 a.m. (Eastern Standard Time) on 31 August 2009:

Link Market Services Limited

Address : Level 12, 680 George Street, Sydney, NSW, 2000 Facsimile Number : (02) 9287 0309

GLOSSARY OF TERMS

“ASX” means Australian Securities Exchange Limited;

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

• “Company” means Kentor Gold Limited ACN 082 658 080;

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

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

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

Explanatory Notes

Introduction

These Explanatory Notes should be read in conjunction with the Notice of General Meeting to which this Explanatory Memorandum is attached and forms part thereof. Please take the time to read through these Explanatory Notes.

On 17 July 2009, the Company announced that it had successfully raised $1.05 million through the placement of 26.15 million fully paid ordinary shares (“Placement Shares”) at $0.04 per share. The Placement Shares were to be issued in 2 tranches. The first tranche of 13.7 million shares (“Tranche 1”) would be issued utilisiing the Company’s capacity to issue 15% of its issued shares in the preceding 12 months without prior shareholder approval. The second tranche of 12.45 million shares (“Tranche 2”) would be issued subject to and after shareholder approval.

Resolutions 1 Ratification of Share Placement to clients of Bell Potter Securities Limited

On 20 July 2009, the Company issued Tranche 1 of the Placement Shares to clients of Bell Potter Securities Limited at an issue price of $0.04 to raise a total of $548,000.

ASX Listing Rule 7.4 states that where securities have been issued without shareholder approval under ASX Listing Rule 7.1 that issue can be treated as having been made with approval for the purpose of ASX Listing Rule 7.1 where the shareholders subsequently approve the issue.

ASX Listing Rule 7.1 operates to prevent a company from issuing any more than 15% of its issued shares, in any 12 month period, without obtaining shareholder approval. The issue of Tranche 1 of the Placement Shares to clients of Bell Potter Securities Limited amounted to a maximum of 15% of the issued shares of the Company and consequently did not breach ASX Listing Rule 7.1. While shareholder approval was not required under ASX Listing Rule 7.1, the Company seeks approval for this share issue under ASX Listing Rule 7.4 so that this issue of shares will not be counted towards the 15% allowable in a 12 month period under ASX Listing Rule 7.1.

ASX Listing Rule 7.5 requires certain information to accompany a Notice of General Meeting in relation to approval sought under ASX Listing Rule 7.4. This information is set out below:

Share placement to clients of Bell Potter Securities Limited:

Date of issue	20 July 2009
Number of securities allotted	13.7 million
Issue price per security	$0.04
Terms of the securities	Ordinary fully paid shares ranking equally with all other fully paid ordinary shares of the Company
Basis on which the allottees were determined	Sophisticated and Institutional investors as clients of Bell Potter Securities Limited
Intended use of funds	• Funding the due diligence on the Andash Gold/Copper Project; • Progressing the development of the Savoyardy Gold Project; and • Ongoing corporate costs.

The Board recommends that shareholders vote in favour of the Ratification of the Share Placement.

Resolution 2 Approval of Share Issue.

Under ASX Listing Rule 7.1, the Company must not issue more equity securities than 15% of its issued shares in the preceding 12 months without shareholder approval. In order to complete the issue of Tranche 2 of the Placement Shares, the Company requires approval from shareholders to issue capital in excess of the 15% allowable in a 12 month period under ASX Listing Rule 7.1.

Terms of Issue:

Terms of Issue:
Number of securities to be allotted	12.45 million Ordinary Fully paid shares
Issue price	The Shares shall be issued at $0.04 per share.
Date of Issue and Allotment	On or around 3 September 2009 and in any case no later than three months from the date of this General Meeting.
Terms of the securities	Ordinary fully paid shares ranking equally with all other fully paid ordinary shares of the company. The Company will, as soon as possible after the date of issue, apply for the shares issued under Resolution 2 to be quoted on the ASX.
Basis on which the allottees were determined	Sophisticated and Institutional investors as clients of Bell Potter Securities Limited
Intended use of Funds:	• Funding the due diligence on the Andash Gold/Copper Project; • Progressing the development of the Savoyardy Gold Project; and • Ongoing corporate costs.

The Board recommends that shareholders vote in favour of the Share Issue.

Resolution 3

Approval of New Share Issue.

Under ASX Listing Rule 7.1, the Company must not issue more equity securities than 15% of its issued shares in the preceding 12 months without shareholder approval. In order to continue with its due diligence on the Andash Gold/Copper Project and its development of the Savoyardy Gold Project, the Company needs to raise an additional $3,000,000 in funds. As such the Company requires approval from shareholders to issue capital in excess of the 15% allowable in a 12 month period under ASX Listing Rule 7.1.

Terms of Issue:

Terms of Issue:
Maximum Number of New Shares to be issued	The number of New Shares to be issued will be calculated by dividing $3,000,000 by the Issue Price, once determined.
Minimum Issue price	The New Shares shall be issued at an Issue Price to be determined by the Board in its absolute discretion but in any event no less than 80% of the average market price of ordinary shares in the capital of the Company trading on ASX during the 5 days in which sales were recorded before the date of the issue of the New Shares.
Date of Issue and Allotment	No later than three months from the date of this General Meeting. The allotment of the New Shares will occur progressively as andwhenallottees areidentified.
Terms of the New Shares	Fully paid Ordinary shares ranking equally with all other fully paid ordinary shares of the Company. The Company will, as soon as possible after the date of issue, apply for the shares issued under Resolution 3 to be quoted on the ASX.
Basis on which the allottees were determined	The allottees will be sophisticated and institutional investors whose identity is not known at the time of this meeting.
Intended use of Funds:	• Funding the due diligence on the Andash Gold/Copper Project; • Progressing the development of the Savoyardy Gold Project; and • Ongoing corporate costs.

Resolution 4 Issue of Options to Mr. Simon Milroy

Resolution 4 seeks approval from shareholders for the issue of 2,000,000 unlisted options to subscribe for fully paid ordinary shares to Mr. Simon Milroy, Managing Director of the Company, as part of his remuneration package. The terms and conditions of the issue of those options to Mr. Milroy are detailed below.

If approved, the options will be issued in accordance with the Company’s Employee Share Option Plan that was approved by the shareholders on 22 May 2008 (“EOP”).

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the Company. Accordingly, shareholder approval is required pursuant to ASX Listing Rule 10.11 for the issue of the options to Mr. Milroy.

Pursuant to ASX Listing Rule 10.13.3, the options will be issued to Mr. Milroy on 3 September 2009 and in any case no later than 1 month after the date of this meeting.

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. Simon 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 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 10.11.

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

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

The terms of the	issue of options to Mr. Milroy are as follows:
Number of Options	Exercise Price	Expiry Date
1,000,000	25% above the 5 day volume weighted average price (VWAP) of the shares of the Company traded on ASX preceding the date of approval by shareholders at this meeting, or $0.075, whichever is the greater.	The options will expire 5 years from the date of issue
1,000,000	50% above the 5 day volume weighted average price (VWAP) of the shares of the Company traded on ASX preceding the date of approval by shareholders at this meeting, or $0.10, whichever is the greater.	The options will expire 5 years from the date of issue

For example, if the 5 day VWAP of the shares of the Company traded on ASX preceding the date of approval by shareholders at this meeting is $0.08, the first tranche of options issued to Mr Milroy will have an exercise price of $0.10 and the second tranche will have an exercise price of $0.12.

The Board, with Mr. Milroy abstaining, recommends that shareholders vote in favour of the issue of 2,000,000 options to Mr. Simon Milroy.

Resolution 5 Issue of Options to Mr. Hugh McKinnon

Resolution 5 seeks approval from shareholders for the issue of 1,000,000 unlisted options to subscribe for fully paid ordinary shares to Mr. Hugh McKinnon, Executive Director of the Company, as part of his remuneration package. The terms and conditions of the issue of those options to Mr. McKinnon are detailed below.

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

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the Company. Accordingly, shareholder approval is required pursuant to ASX Listing Rule 10.11 for the issue of the options to Mr. McKinnon.

Pursuant to ASX Listing Rule 10.13.3, the options will be issued to Mr. McKinnon on 3 September 2009 and in any case no later than 1 month after the date of this meeting.

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. Hugh 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 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 10.11.

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

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

Number of Options	Exercise Price	Expiry Date
500,000	25% above the 5 day volume weighted average price (VWAP) of the shares of the Company traded on ASX preceding the date of approval by shareholders at this meeting, or $0.075, whichever is the greater.	The options will expire 5 years from the date of issue
500,000	50% above the 5 day volume weighted average price (VWAP) of the shares of the Company traded on ASX preceding the date of approval by shareholders at this meeting, or $0.10, whichever is the greater.	The options will expire 5 years from the date of issue

For example, if the 5 day VWAP of the shares of the Company traded on ASX preceding the date of approval by shareholders at this meeting is $0.08, the first tranche of options issued to Mr. McKinnon will have an exercise price of $0.10 and the second tranche will have an exercise price of $0.12.

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

Resolution 6

Issue of Options to Mr. W.H. John Barr

Resolution 6 seeks approval from shareholders for the issue of 1,000,000 unlisted options to subscribe for fully paid ordinary shares to Mr. W.H. John Barr, Non -executive Chairman of the Board of the Company, as part of his salary package.

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

Currently, the Chairman receives non - executive director’s fees of $80,000 per annum plus 9% superannuation. There has been no change in the fees paid to non - executive directors in the past three years and the Board has decided to leave the cash component of the non - executive directors fees unchanged. However in recognition of the increasing complexity of the Company’s projects and the time commitment required, the Remuneration and Nomination Committee has recommended that non-executive directors each be granted 1,000,000 unlisted options over ordinary shares of the Company.

The terms and conditions of the issue of those options to Mr. Barr are detailed below.

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the Company. Accordingly, shareholder approval is required pursuant to ASX Listing Rule 10.11 for the issue of the options to Mr. Barr.

Pursuant to ASX Listing Rule 10.13.3, the options will be issued to Mr. Barr on 3 September 2009 and in any case no later than 1 month after the date of this meeting.

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 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 10.11.

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

The terms of the issue of options to Mr. Barr are as follows:	The terms of the issue of options to Mr. Barr are as follows:
Number of Options	Exercise Price	Expiry Date
1,000,000	50% above the 5 day volume weighted average price (VWAP) of the shares of the Company traded on ASX preceding the date of approval by shareholders at this meeting or $0.10, whichever is the greater.	The options will expire 5 years from the date of issue

For example, if the 5 day VWAP of the shares of the Company traded on ASX preceding the date of approval by shareholders at this meeting is $0.08, the options issued to Mr Barr will have an exercise price of $0.12.

The Board, with Mr. Barr abstaining, recommends that shareholders vote in favour of the issue of 1,000,000 options to Mr. W.H. John Barr.

Resolution 7 Issue of Options to Mr. Andrew Daley

Resolution 7 seeks approval from shareholders for the issue of 1,000,000 unlisted options to subscribe for fully paid ordinary shares to Mr. Andrew Daley, a non - executive director of the Company as part of his director’s fees.

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

Currently, non-executive directors are paid director’s fees of $54,500 per annum, inclusive of superannuation. There has been no change in the fees paid to non - executive directors in the past three years and the Board has decided to leave the cash component of the non - executive directors fees unchanged. However in recognition of the increasing complexity of the Company’s projects and the time commitment required, the Remuneration and Nomination Committee has recommended that non-executive directors each be granted 1,000,000 unlisted options over ordinary shares of the Company.

The terms and conditions of the issue of those options to Mr. Daley are detailed below.

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the Company. Accordingly, shareholder approval is required pursuant to ASX Listing Rule 10.11 for the issue of the options to Mr. Daley.

Pursuant to ASX Listing Rule 10.13.3, the options will be issued to Mr. Daley on 3 September 2009 and in any case no later than 1 month after the date of this meeting.

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 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 10.11.

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

The terms of the issue of options to Mr. Daley are as follows:	The terms of the issue of options to Mr. Daley are as follows:
Number of Options	Exercise Price	Expiry Date
1,000,000	50% above the 5 day volume weighted average price (VWAP) of the shares of the Company traded on ASX preceding the date of approval by shareholders at this meeting or $0.10, whichever is the greater.	The options will expire 5 years from the date of issue

For example, if the 5 day VWAP of the shares of the Company traded on ASX preceding the date of approval by shareholders at this meeting is $0.08, the options issued to Mr. Daley will have an exercise price of $0.12.

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

Resolution 8 Election of Director, Mr John Taylor

Mr John Taylor was appointed as a director of the Company on 28 July 2009 and offers himself for election as a director of the Company in accordance with the Company’s Constitution.

Kentor Gold announced Mr. Taylor’s appointment in an ASX announcement on 28 July 2009. Mr Taylor has a wealth of experience in resources, engineering and construction industries both in Australia and overseas. His appointment to the board is welcomed by the other directors.

The Board, with Mr. Taylor abstaining, recommends that shareholders vote in favour of the appointment of Mr. Taylor.

ACN 082 658 080

LODGE YOUR VOTE

By mail: 

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



By fax: +61 2 9287 0309

All enquiries to:

Telephone: 1300 554 474 (02) 8280 7111



X99999999999

X99999999999

SECURITYHOLDER 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 of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) 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 General Meeting of the Company to be held at 11am on Wednesday, 2 September 2009, at the RACV Club, 501 Bourke St, Melbourne VIC 3000 and at any adjournment or postponement of the meeting.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. To direct your proxy how to vote on any resolution please insert X in the appropriate box below.

STEP 2 VOTING DIRECTIONS For Against Abstain * For Against Abstain * Resolution 1 Resolution 5 Ratification of Share Placement to Approval of issue of Options to clients of Bell Potter Securities Limited Mr. Hugh McKinnon Resolution 2 Resolution 6 Approval for the Issue of Shares Approval of issue of Options to Mr. W.H. John Barr Resolution 3 Resolution 7 Approval for the Issue of New Shares Approval of issue of Options to Mr. Andrew Daley Resolution 4 Resolution 8 Approval of issue of Options to Election of Director, Mr John Taylor Mr. Simon Milroy

 * 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.

STEP 3 IMPORTANT – VOTING EXCLUSIONS

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Item 6 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Item and that votes cast by him/her for that Item, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 6 and your votes will not be counted in calculating the required majority if a poll is called on this Item.

The Chairman of the Meeting intends to vote undirected proxies in favour of Item 6.

STEP 4

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’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 PRX902

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 securityholder 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 11am on Monday, 31 August 2009, 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:

 by mail:

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

 by fax:

+61 2 9287 0309

 by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

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