Lachlan Star Limited — Proxy Solicitation & Information Statement 2007

Aug 23, 2007

TOODYAY RESOURCES LTD ABN 88 000 759 535

NOTICE OF GENERAL MEETING

TIME : 10am (WST) DATE : 26 September 2007 PLACE : Level 1 33 Ord Street WEST PERTH WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9420 9300.

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

A General Meeting of the Shareholders of Toodyay Resources Ltd ( Company ) will be held at 10am (WST) on Wednesday, 26 September 2007 at:

Level 1 33 Ord Street WEST PERTH WA 6005

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

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

• (a) send the proxy form by facsimile to the Company on facsimile number (08) 9481 2690 (International +61 8 9481 2690); or

• (b) deliver the proxy form to the Company at Level 1, 33 Ord Street, West Perth, WA; or

• (c) send the proxy form to the Company at Level 1, 33 Ord Street, West Perth, WA,

so that it is received not later than 10am (WST) on 24 September 2007. Proxy forms received later than this time will be invalid.

Your proxy form is enclosed after the Explanatory Statement

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Toodyay Resources Ltd will be held at 10am (WST) on Wednesday, 26 September 2007 at Level 1, 33 Ord Street, West Perth, WA.

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at close of business on 24 September 2007.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – APPROVAL OF ISSUE AND ALLOTMENT OF SHARES - PLACEMENT

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

“That, subject to Resolution 2 in this Notice being passed and completion of the acquisition of Ord Investments Pty Ltd (Ord) by the Company, for the purpose of Listing Rule 7.1 of the Listing Rules of the ASX and all other purposes, approval is given for the Company to allot and issue up to 50,000,000 Shares at an issue price of 2.5 cents each to raise up to $1,250,000 to the parties set out in the Explanatory Statement, who are not related parties of the Company, and otherwise on the terms set out in the Explanatory Statement accompanying this Notice."

Short Explanation: The Company seeks Shareholder approval to issue up to 50,000,000 Shares at an issue price of 2.5 cents each to raise up to $1,250,000, which funds will be used to fund the further development of the Bushranger and for working capital. The Shares will be issued to the parties set out in the Explanatory Statement, who are not related parties of the Company. Shareholder approval is being sought in accordance with ASX Listing Rule 7.1 because the issue of the Shares , when combined with the Shares to be issued in accordance with Resolution 2, will exceed the threshold of 15% of the Company’s ordinary securities in any 12 month period. By obtaining approval, the Company will also retain the flexibility to make further issues of securities in the future. Please refer to the Explanatory Statement for details

Voting Exclusion : The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associate of any such person.

2. RESOLUTION 2 – APPROVAL TO ACQUIRE COPPER EXPLORATION ASSETS THROUGH THE ACQUISITION OF ORD INVESTMENTS PTY LTD

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

“That, for the purposes of ASX Listing Rules 7.1 and 11.1.2 and for all other purposes, Shareholders:

• (a) approve the acquisition of the whole of the issued capital of Ord; and

• (b) approve and authorise the Directors to allot and issue 359,475,352 Shares to the shareholders of Ord and to Straits Exploration (Australia) Pty Ltd ( Straits ),

on the terms and conditions set out in the Explanatory Statement.”

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Short Explanation : The Company seeks Shareholder approval to acquire the whole of the issued capital of Ord from the shareholders of Ord and satisfy the consideration owing by Ord to Straits for Bushranger. Shareholder approval is being sought in accordance with ASX Listing Rule 7.1 because the issue of the Shares will exceed the threshold of 15% of the Company’s ordinary securities in any 12 month period. By obtaining approval, the Company will also retain the flexibility to make further issues of securities in the future. Please refer to the Explanatory Statement for details.

Voting Exclusion : The Company will disregard any votes cast on this resolution by the persons who will participate in the proposed issue and any other person who may obtain a benefit if the resolution is passed, except if the benefit is received solely in the capacity of a holder of ordinary securities, and any associates of those persons.

3. RESOLUTION 3 – ELECTION OF MR MICHAEL MCMULLEN AS A DIRECTOR

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

"That, subject to Resolutions 1, 2, 4, 5 and 6 in this Notice being passed, Mr Michael McMullen, being eligible and having consented to act, be elected a director of the Company effective immediately.”

4. RESOLUTION 4 – ELECTION OF MR DECLAN FRANZMANN AS A DIRECTOR

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

"That, subject to Resolutions 1, 2, 3, 5 and 6 in this Notice being passed, Mr Declan Franzmann being eligible and having consented to act, be elected a director of the Company effective immediately.”

5. RESOLUTION 5 – ELECTION OF MR HAMISH BOHANNAN AS A DIRECTOR

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

"That, subject to Resolutions 1, 2, 3, 4 and 6 in this Notice being passed, Mr Hamish Bohannan being eligible and having consented to act, be elected a director of the Company effective immediately.”

6. RESOLUTION 6 – ELECTION OF MR THOMAS DUCKWORTH AS A DIRECTOR

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

"That, subject to Resolutions 1, 2, 3, 4 and 5 in this Notice being passed, Mr Thomas Duckworth being eligible and having consented to act, be elected a director of the Company effective immediately.”

BY ORDER OF THE BOARD

GARY STEINEPREIS COMPANY SECRETARY

Voting Exclusion Note:

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.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at a General Meeting.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

GENERAL INFORMATION

SUMMARY OF TRANSACTION

Toodyay has the right to acquire Ord. Ord has the right to acquire, from Straits, a subsidiary of Straits Resources Limited ( SRL ), an advanced copper exploration project called Bushranger, which is contained within the 75km[2] EL5574, located 25km south of the town of Oberon, New South Wales.

Bushranger lies within the highly prospective Ordovician Volcanics of the Lachlan Fold Belt which host the North Parkes, Lake Cowal, Cadia and Ridgeway porphyry copper and gold deposits. A JORC compliant Indicated and Inferred Resource has been defined at the Racecourse Prospect containing 124,000 tonnes of copper at a grade of 0.45% copper.

The consideration for the acquisition of Ord and Bushranger, subject to Shareholder approval, is the issue of 359,475,352 Shares.

The acquisition is subject to a number of conditions precedent, including completion of the acquisition of Bushranger by Ord and Shareholder approval.

Toodyay has agreed, subject to completion of the acquisition of Ord, to raise up to $1,250,000 by the issue of up to 50,000,000 Shares at an issue price of 2.5 cents each to clients of Euroz Securities Limited and Stripe Capital and to Macquarie Bank Limited and SRL. This placement will be used to fund the proposed exploration programme on Bushranger and working capital.

SUMMARY OF MICHAEL MCMULLEN, DECLAN FRANZMANN, HAMISH BOHANNAN AND THOMAS DUCKWORTH

The two proposed executive directors are Michael McMullen and Declan Franzmann.

Michael McMullen

Mr McMullen is a geologist with over 15 years experience in the minerals industry and was a founding shareholder and executive technical director of Tritton Resources. He has extensive knowledge of the requirements for mine development in New South Wales having been responsible for the development of the most recent base metal mine in that State. For the last 18 months, Mr McMullen has been the manager of audits for RSG Global, a significant minerals consulting business. During that time he has been responsible for the due diligence of numerous assets for financing institutions and as part of M+A activities. Mr McMullen has a detailed knowledge of the debt and equity capital markets.

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Declan Franzmann

Declan Franzmann is a mining engineer with more than 15 years experience in operational mine management and engineering roles in Australia. His previous experience includes roles as the manager of mining at both the CSA and Tritton copper mines in New South Wales. Mr Franzmann operates a consulting company providing mine engineering and geology services to a variety of companies and is a non executive director of Every Day Mine Services, a listed mine service company based in Cobar, New South Wales.

The two proposed non-executive directors are Hamish Bohannan and Thomas Duckworth.

Hamish Bohannan

Mr Bohannan is a mining engineer with over 30 years experience in the minerals industry. His former roles include:

• managing director of Gallery Gold;

• executive general manager of Operations for Iluka;

• general manager for the Leinster and Kambalda Nickel Operations of WMC; and

• executive general manager of Operations for Mt Lyell.

Mr Bohannan is currently managing director of Braemore Resources, an AIM listed company with nickel and platinum assets, and non executive chairman of Tectonic Resources. He has detailed knowledge of the requirements for developing and operating a mine, as well as extensive understanding of the debt and equity markets.

Thomas Duckworth

Mr Duckworth is a metallurgist with over 47 years experience. His previous roles include:

• responsibility for all process aspects of the Tritton mine development and ongoing refinements to that process plant;

• responsibility for engineering, process design and commissioning of Hellyer Base Metal process plant in Tasmania;

• founding director of Signet Engineering;

• responsibility for the process design for the Cannington base metal process plant; and

• chief metallurgist for BP Seltrust, including responsibility for the Teutonic Bore process plant.

The proposed CFO / Company Secretary is Robert Anderson. Mr Anderson has 20 years experience as an accountant and was previously CFO/Company Secretary at Tritton Resources. He was responsible for the day to day finances of the company during the construction and operation phases of the Tritton mine and has extensive knowledge of the requirements of the ASX and the Corporations Act.

At the completion of the acquisition, Mr David Steinepreis and Mr Paul Hearne will resign as Directors.

EXPENDITURE PLANS AND UTILISATION OF FUNDS

The Company plans to carry out accelerated development of the Bushranger Project.

The plan would be to allocate the capital raised of $1,250,000 (after costs) on the Bushranger Project and working capital.

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The proposed budget for Bushranger is as follows:

ACTIVITY	Bushranger (Year 1)
	$
Geophysics	50,000
RC Drilling	375,000
DDH Drilling	150,000
Assaying	102,000
Field Staff	140,000
Vehicles	50,000
Surveying	50,000
Metallurgy	75,000
Travel	25,000
Contingency	/Working Capital 158,000

TOTAL 1,175,000

The allocation of funds is on a best estimates basis. It is important to recognise that although certain of the budget allocations would be for committed expenditures that general work programs are subject to changes in line with emerging results, circumstances and opportunities.

DESCRIPTION OF PROJECT

The Bushranger Project lies within the highly prospective Ordovician Volcanics of the Lachlan Fold Belt in the Rockley-Gulgong magmatic arc. The project area hosts a variety of magmatic intrusive centres with shoshonitic monzonites and monzodiorites intruding their surrounding volcaniclastics and volcanic packages. These Ordovician volcanics host the North Parkes, Lake Cowal, Cadia and Ridgeway porphyry copper and gold deposits, and this style of deposit is the exploration target at Bushranger.

Previous exploration has identified several porphyry’s with copper, gold and silver mineralisation over a strike length of 5km as shown in the figure below.

Significant historical intersections to date include:

• RCJ2 - 65m @ 0.60% copper

• • BRC013 - 52m @ 0.72% copper

• BRC025 - 49m @ 0.70% copper

• BRC016 - 30m @ 0.65% copper

• BRC014 - 2m @ 8.07g/t gold

The most advanced of these is the Racecourse Prospect, where a JORC compliant resource has been estimated as shown in the table below:

Cut Off (%Cu)	Category	Tonnes(Mt)	Copper Grade (%)	Contained Copper(t)	Silver Grade (g/t)	Contained Silver(oz)
0.3	Indicated Inferred	14.1 13.6	0.47 0.43	66,091 58,308	2.1 1.6	949,402 697,531
	Total	27.7	0.45	124,399	1.9	1,646,933

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Grade estimation was completed using ordinary kriging for copper and silver, and inverse distance squared for gold. A block size of 20m x 50m x 20m was used in the block model which is considered appropriate given the drill spacing.

The Racecourse Prospect covers a significant copper (and minor gold) mineralised zone of 1000 metres strike length. The tabular mineralised zone varies from 30 to 130m in width and has been intersected to a depth of 350m.

==> picture [357 x 512] intentionally omitted <==

Mineralisation occurs as fine grained disseminations, fracture coatings, veinlets and stinger veins of pyrite and chalcopyrite within and adjacent to the margins of the monzonite. Potential exists for porphyry style subvolcanic intrusive copper-gold and pyrite systems as at Mt Lyell as well as for massive sulphides with copper, lead and zinc. There is additional potential for structurally hosted gold-arsenic mineralisation associated with faulted lithologic contacts south east of the Racecourse Prospect.

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Bushranger has been covered by geophysics in the form of airborne magnetics and radiometrics, ground Induced Polarisation (IP) and Electromagnetics (EM). This has successfully located the Racecourse Prospect and several others including the Footrot and White Springs Prospects. The IP coverage has been limited to a trial area immediately over the Racecourse Prospect, but this appears to have been particularly successful in delineating the copper mineralisation as shown in the figure below. The IP anomaly is open to the north, and one drillhole 100m north of the IP coverage appears to confirm the continuation of the copper mineralisation.

==> picture [456 x 316] intentionally omitted <==

The Bushranger Project is predominately on cleared farmland used for grazing. Access is good with numerous unsealed major and minor roads and tracks. Land is mostly freehold and only minor areas of crown land exist within the Project. No Native Title claim exists over the area. The Project is well serviced by existing infrastructure. The sealed Oberon to Goulburn road passes through the project area, as does a major power transmission line. The Oberon dam lies 5km to the north of the tenement boundary.

The Project area has a history of mining at the nearby Burraga Copper mine 10km southwest and more recently at the Lucky Draw Gold Mine 10km west of the tenement. The Lucky Draw Gold Mine was reported to have Reserves of 1.5Mt grading 3.5g/t Au and produced in the order of 200,000 ounces of gold between 1988 and 1991.

The Company intends to commence exploration on the Bushranger Project as soon as possible after completion of the acquisition of Ord. The initial intention is to extend the IP survey to the remainder of the postulated strike length of the copper mineralisation and to drill the strike extents when identified.

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EFFECT ON CAPITAL STRUCTURE

The capital structure on completion of the placement and transaction will be as follows:

Capital Structure Shares Existing Shareholders Acquisition Placement Total Options Existing on issue	Number 359,475,352 359,475,352 50,000,000 768,950,704 20,000,000 1c options expiring on 31 December 2008

BALANCE SHEET

The following is a balance sheet of the Company as at 31 July 2007, together with a proforma balance sheet on the basis that the placement is completed:

As at 31 July 2007 $ Current Assets Cash assets 1 1,188,000 Trade and other receivables 45,000 TOTAL CURRENT ASSETS 1,233,000 Non Current Assets Investment in Ord and Bushranger project - TOTAL NON CURRENT ASSETS - TOTAL ASSETS 1,233,000 Current Liabilities Trade and other payables 18,000 TOTAL CURRENT LIABILITIES 18,000 NET ASSETS 1,215,000 EQUITY Issued capital 2 129,320,833 Reserve – option premium 667 Accumulated losses (128,106,500) TOTAL EQUITY 1,215,000 Note 1. The movement in the cash assets is reconciled as follows: Cash assets: Opening balance Placement of Shares at 2.5 cents Costs of the placement / transaction Closing balance	As at 31 July 2007 $ 1,188,000 45,000	Proforma after capital raising and completion of the transaction $ 2,363,000 45,000
	1,233,000	2,408,000
	-	7,189,507
	-	7,189,507
	1,233,000	9,597,507
	18,000	18,000
	18,000	18,000
	1,215,000	9,579,507
	129,320,833 667 (128,106,500)	137,685,340 667 (128,106,500)
	1,215,000	9,579,507
		$ 1,188,000 1,250,000 (75,000)
		2,363,000

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1. The movement in the issued capital is reconciled as follows:

Issued capital: Opening balance Placement of Shares at 2.5 cents Issue to acquire Ord and Bushranger project at a deemed issue price of 2 cents Costs of the placement/transaction Closing balance	$ 129,320,833 1,250,000 7,189,507 (75,000)
	137,685,340

UPDATE ON EXISTING ACTIVITIES

At the time of Toodyay’s reinstatement to official quotation on ASX on 4 April 2006, its assets comprised:

• The Princhester Magnesite Project, comprising 13 mining leases covering an area of approximately 130 hectares located 95 kilometres north of Rockhampton and 10 kilometres south-east of Marlborough in Central Queensland.

• Griffin Royalty – Oil & Gas Project. Pursuant to the assignment of certain benefits under the Griffin Royalty Deed, Toodyay is entitled to receive a royalty from Sagasco South East Inc on gas sold by Sagasco that originated in the Griffin Field.

• Tubridgi Royalty – Oil & Gas Project. Pursuant to the assignment of certain benefits under the Tubridgi Royalty Deed, Toodyay is entitled to receive a royalty from Sagasco on gas recovered by Sagasco from the area within the L9 Licence.

Since reinstatement to official quotation, the Company has undertaken a review of the data for the mining leases, assessed potential opportunities for the further development of the project and considered the market for the potential product and market players. Rehabilitation work has been undertaken and successfully completed and 7 mining leases have been surrendered. A partial surrender of the environmental authority was granted.

The Company continues to hold 5 mining leases. The mineralisation is a mixture of magnesite, quartz and magnesian silicates associated with serpentine. Further work is proposed to determine the prospectivity.

The Company has been in discussions with the owners of the oil & gas licences to determine if any oil & gas royalties are due. These royalties have not yet produced any income.

1. RESOLUTION 1 – ISSUE AND ALLOTMENT OF SHARES - PLACEMENT

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

Resolution 1 seeks Shareholder approval for the issue of up to 50,000,000 Shares at an issue price of 2.5 cents each to raise up to $1,250,000. The Shares will be issued to the parties set out below who are not related parties of the Company. By approving this Resolution, the Company will also retain the capacity to issue securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval.

Pursuant to, and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 1:

• (a) the maximum number of securities to be issued is 50,000,000 Shares;

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• (b) the Shares are proposed to be issued to sophisticated investor clients of the following holders of financial services licences: Euroz Securities Limited and Stripe Capital and also to Macquarie Bank Limited and SRL, publicly listed companies on ASX;

• (c) the price at which the Shares are to be issued is 2.5 cents per Share;

• (d) the Shares shall be issued on the same terms and conditions as the Company’s existing Shares. The issue will take place on the one date and be as soon as practicable after approval and in any event within 3 months after the date of the meeting;

• (e) the allottees are neither related parties nor associates of the Company; and

• (f) the funds raised from the issue the Shares will be used to fund the proposed exploration programme on Bushranger in the manner set out in the General Information section of this Explanatory Statement.

2. RESOLUTION 2 – APPROVAL TO ACQUIRE COPPER EXPLORATION ASSETS THROUGH THE ACQUISITION OF ORD RESOURCES PTY LTD

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

Resolution 2 seeks Shareholder approval for the issue of the Shares for the acquisition of Ord. By approving this Resolution, the Company will also retain the capacity to issue securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval.

Pursuant to, and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the total number of securities to be issued is 359,475,352 Shares; (b) the names of the allottees of the Shares and the number of Shares each is to receive is:

(b) the names of the allottees of the Shares an to receive is:	d the number of	Shares each is
Shareholder	Percentage shareholding inOrd	No. of Shares to be issued
Straits	n/a	Per Note 1
Wildeville Enterprises Pty Ltd (ATF the McMullen Family Trust)	37.1%	Per Note 2
MacquarieBank Limited	9.3%	Per Note2
LucindaAnderson	4.6%	Per Note2
TEand JA Duckworth(Superannuation A/C)	4.6%	Per Note2
Hamishand JulieBohannan(PutsboroughSuperannuation Fund)	7.9%	Per Note2
SamanthaRichardson	0.5%	Per Note2
Citraen PtyLtd	19.5%	Per Note2
Ashwath Mehra	9.3%	Per Note2
ZeroNomineesPtyLtd	7.3%	Per Note2
McMullen Geological Services Pty Ltd	<0.1%	Per Note 2

Note 1

Straits shall receive $1.9M worth of Shares, calculated by reference to the lower of the placement price (the subject of Resolution 1) of 2.5 cents per Share or 30 day VWAP of the Shares prior to the date of issue, in satisfaction of the consideration owing by Ord to Straits for the acquisition of Bushranger.

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Note 2

The number of Shares to be received by each Ord shareholder in consideration for the transfer of their Ord shares shall be calculated as follows:

NTS = PI x (359,475,352 – STS)

Where:

NTS = Number of Shares to be issued to Ord shareholder.

PI = Percentage holding of Ord shareholder in total issued share capital of Ord.

STS = Number of Shares issued to Straits in per Note 1.

• (c) The price at which the Shares shall be issued to Straits shall be the lower of the placement price (the subject of Resolution 1) of 2.5 cents per Share or 30 day VWAP of the Shares prior to the date of issue.

The price at which the Shares are to be issued to the Ord Shareholders is a deemed price of 2 cents per Share;

• (d) the Shares shall be issued on the same terms and conditions as the Company’s existing Shares. The issue will take place on the one date and be as soon as practicable after approval and in any event within 3 months after the date of the meeting;

• (e) the allottees are neither related parties nor associates of the Company other than as a result of the transaction in respect of the proposed directors, Mr McMullen, Mr Franzmann, Mr Bohannan and Mr Duckworth, which was negotiated on arms length terms; and

• (f) there are no funds raised by the issue of the Shares.

3. RESOLUTIONS 3, 4, 5 AND 6 – ELECTION OF DIRECTORS

Resolutions 3, 4, 5 and 6 seek the election of Mr Michael McMullen, Mr Declan Franzmann, Mr Hamish Bohannan and Mr Thomas Duckworth as Directors pursuant to the Constitution of the Company and Section 201E of the Corporations Act.

The details of Mr Michael McMullen, Mr Declan Franzmann, Mr Hamish Bohannan and Mr Thomas Duckworth are set out in the General Information section of this Explanatory Statement.

4. ENQUIRIES

If you have any queries, please contact the Company Secretary, Gary Steinepreis on (61 8) 9420 9300.

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GLOSSARY

ASX means ASX Limited (ABN 98 008 624 691).

ASX Listing Rule or Listing Rule means the Listing Rules of ASX.

Board means the board of directors of the Company.

Bushranger means a copper exploration project contained within the 75km[2] EL5574, located 25km south of the town of Oberon, New South Wales.

Company means Toodyay Resources Ltd (ABN 88 000 759 535).

Constitution means the constitution of the Company at the commencement of the General Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting means the meeting convened by the Notice.

Notice means the notice of meeting accompanying this Explanatory Statement.

Resolution means a resolution contained in the Notice.

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

Shareholder means a holder of Shares.

WST means Western Standard Time.

$ means Australian Dollars.

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PROXY FORM

APPOINTMENT OF PROXY TOODYAY RESOURCES LTD ABN 88 000 759 535

GENERAL MEETING

I/We

Appoint

being a member of Toodyay Resources Ltd entitled to attend and vote at the General Meeting, hereby 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 10am (WST) on Wednesday, 26 September 2007 at Level 1, 33 Ord Street, West Perth, WA and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting

			FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN
Resolution	1	Issue and Allotment of Shares - Placement
Resolution	2	Approval to acquire copper assets
		through the acquisition of Ord Investments Pty Ltd
Resolution	3	Election of Mr Michael McMullen as Director
Resolution	4	Election of Mr Declan Franzmann as Director
Resolution	5	Election of Mr Hamish Bohannan as Director
Resolution	6	Election of Mr Thomas Duckworth as Director

OR

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

%

Signed this day of 2007

By:

By:	By:	By:
Individuals and joint holders Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
		Sole Director and Sole Company Secretary

TOODYAY RESOURCES LTD ABN 88 000 759 535 Instructions for Completing ‘Appointment of Proxy’ Form

1. 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.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. 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:

4. directors of the company;

5. a director and a company secretary of the company; or

6. 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 Sections 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.

1. 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

2. 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.

4. To vote by proxy, please complete and sign the proxy form enclosed:

5. (g) mail the proxy form to the Company’s registered office at Level 1, 33 Ord Street, West Perth, WA 6005; or

6. (h) by facsimile to the Company on facsimile number (61 8) 9481 2690,

so that it is received not later than 10am (WST) on 24 September 2007.

Proxy forms received later than this time will be invalid.