Lachlan Star Limited — Proxy Solicitation & Information Statement 2008

May 8, 2008

LACHLAN STAR LIMITED ABN 88 000 759 535

NOTICE OF GENERAL MEETING

TIME : 11am (WST) DATE : 18 June 2008 PLACE : Level 3, 3 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 (+61 8) 9481 0051.

CO NTENTS PAG E

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	13

TIME AND PLACE OF MEETING AND HO W TO VO TE

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The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11am (WST) on 18 June 2008 at:

Level 3 3 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 enclosed Proxy Form and return:

• (a) by post to Lachlan Star Limited, PO Box 1523, West Perth, Western Australia, 6872; or

• (b) by post to Computershare Investor Services Pty Ltd in the enclosed reply paid envelope; or

• (c) by facsimile to the Company on facsimile number (+61 8) 9321 9335; or

• (d) by facsimile to Computershare Investor Services Pty Ltd on facsimile number (+61 8) 9323 2033; or

• (e) in person to the Company at Level 3, 3 Ord Street, West Perth, WA 6005; or

• (f) in person to Computershare Investor Services Pty Ltd, Level 2, 45 St Georges Terrace, Perth WA 6000,

so that it is received not later than 11am (WST) on 16 June 2008.

Proxy Forms received later than this time will be invalid.

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NO TICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 11am (WST) on 18 June 2008 at Level 3, 3 Ord Street, West Perth WA 6005.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement forms part of this Notice of Meeting.

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 16 June 2008.

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

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior allotment and issue of 100,000,000 Shares at an issue price of $0.03 each on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, 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.

2. RESOLUTION 2 – ISSUE OF SHARES TO COAL OF AFRICA LIMITED

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 200,000,000 Shares to Coal of Africa Limited at a deemed issue price of $0.03 each in partial consideration for the acquisition of the Holfontein Project on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Coal of Africa Limited, any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, 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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3. RESOLUTION 3 – PLACEMENT – SHARES

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 200,000,000 Shares at an issue price of $0.03 each on the terms and conditions set out in the Explanatory Statement.”

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

DATED: 9[TH] MAY 2008

BY ORDER OF THE BOARD

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MR ROBERT ANDERSON COMPANY SECRETARY LACHLAN STAR LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 11am (WST) on 18 June 2008 at Level 3, 3 Ord Street, West Perth WA 6005.

This 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.

1. TRANSACTION DETAILS

1.1 Summary

As indicated in the Company’s March quarterly report, the Company has identified the South African coal industry as presenting significant opportunities to enhance shareholder value. The Company is therefore pleased to announce that it has reached agreement with Coal of Africa Limited ( CZA ) to acquire 100% of the Holfontein Coal Project in South Africa ( Holfontein Project ). The initial consideration for the acquisition is $15 million, payable in a mix of cash and shares. Additional payments may be required if certain key milestones are satisfied.

The Holfontein Project contains an Indicated Resource of 30 Mt and an Inferred Resource of 30 Mt of coal on the Holfontein Farm. These Indicated and Inferred Resources were categorised using the South African Code for Reporting of Mineral Resources and Mineral Reserves ( SAMREC ). The upper seam is of a high quality with low sulphur and phosphorous and high energy values. The lower seam is a lower quality sub-bituminous coal suitable for local power generation, or as a feedstock to the Coal to Liquids ( CTL ) (SASOL) industry.

Additionally, the purchase includes an option agreement covering the adjoining Wildebeestfontein Farm which includes significant coal mineralisation that has not been incorporated into a resource estimate.

There are four power stations within 50km of the Holfontein Project and there is excellent road and rail access to the site. Application for a New Order Mining Right ( NOMR ) for the Holfontein Farm and further prospecting rights has been lodged with South Africa’s Department of Minerals and Energy. The recent appointment of a Regional Manager - Southern Africa based in Johannesburg will enable the Company to rapidly advance the Holfontein Project and to examine other investment opportunities within the region.

The Company intends to continue its stated strategy of developing the Holfontein Project, continuing exploration at the Bushranger Copper Project and growing the Company through further acquisitions within the resource sector, with a strategic focus in the bulk commodities (coal), copper and gold sectors.

1.2 Transaction Summary

The initial consideration for the acquisition is a payment of $15 million, with a minimum cash consideration of $9 million. This payment will be made upon transfer of the Holfontein Project tenements to Lachlan Star’s nominated subsidiary (expected to occur within 4 to 6 months).

The share component of the initial payment is to be satisfied through the issue of up to 200,000,000 Shares at an issue price of $0.03 each. The issue of these Shares is the subject of Resolution 2. The cash component of the initial consideration will be satisfied from existing cash reserves ($1.6 million), with the balance from a

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placement of 300 million shares at an issue price of $0.03 each. The placement is being carried out in two tranches as follows:

• (a) Tranche 1 – 100,000,000 Shares were issued on or about 15 May 2008 at an issue price of $0.03 to raise $3 million. Resolution 1 seeks Shareholder ratification of the issue of these Shares; and

• (b) Tranche 2 – 200,000,000 Shares at an issue price of $0.03 to raise $6 million will be issued following receipt of Shareholder approval pursuant to Resolution 3,

Capital Raising

The Capital Raising is being managed by Euroz Securities Limited ( Euroz ) and the Shares are to be placed to institutional and sophisticated clients of Euroz.

These funds, in conjunction with the Company’s existing cash balance, will provide sufficient funding to proceed to settlement of the first phase of the Holfontein transaction and to provide working capital to advance that project and the Bushranger Project.

In addition to the initial consideration, there are a series of milestone payments related to the granting of the NOMR and production targets which may become payable. The milestones for these payments and the payment terms are as follows:

• (a) a cash payment of $1 million and a payment of $2 million to be satisfied by the issue of Shares (to be priced at the 30 day VWAP prior to payment) upon grant of the NOMR;

• (b) a cash payment of $2 million and a payment of $3 million to be satisfied by the issue of Shares (to be priced at the 30 day VWAP prior to payment) upon the production of an aggregate of 500,000 tonnes of saleable coal; and

• (c) a cash payment of $1 million and a payment of $1 million to be satisfied by the issue of Shares (to be priced at the 30 day VWAP prior to payment) upon the production of an aggregate of 1,500,000 tonnes of saleable coal.

In the event the Company is required to make any of the milestone payments the method of financing will be determined at the time depending on the prevailing market conditions and may take the form of a rights issue, further placement, debt funding (either straight debt or by way of convertible note), or from future cash flows.

Completion of the acquisition is conditional upon:

• (a) approval from all relevant regulatory bodies in South Africa for the transfer of title to the Company’s nominated subsidiary;

• (b) assignment of CZA’s rights under the Wildebeestfontein Option Agreement dated 3 December 2007 (pursuant to which CZA has an option to acquire the adjoining Wildebeestfontein Farm) to the Company;

• (c) shareholder approval of the transaction from the Company’s shareholders; and

• (d) completion of satisfactory legal due diligence by the Company.

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As a result of the transaction, and assuming a share component of $6 million, CZA will become the largest shareholder in the Company, with approximately 15.75%.

1.3 Technical Information on the Holfontein Project

The Holfontein Project is located 118 km east of Johannesburg near the town of Secunda as shown in Figure 1. The Holfontein Project includes the Holfontein farm and an option agreement covering the adjoining Wildebeestfontein Farm to the west as shown in Figure 2.

The Holfontein Project is situated in the traditional coal mining area south and west of Witbank where coal mining has taken place for over a hundred years. It is on the main road between Kinross and Trichard in Mpumalanga and a main line railway siding is situated on the property at Leven which can be upgraded for export purposes.

The Holfontein Project hosts the two main coal seams mined in the area, namely the 4 and 5 Seam. The 4 Seam is typically thicker and suitable for direct feed to nearby power stations. The 5 Seam is a thin high quality, low phosphorus semi soft coking coal suitable for either domestic use or export.

GeoCoal Services of South Africa has completed resource estimates for the Holfontein Project as shown in the tables below:

Holfontein – 5 Seam Indicated Resource (SAMREC)	Holfontein – 5 Seam Indicated Resource (SAMREC)
Block #	Gross insitu tonnes
Block 01	1,934,584
Block 02	4,799,250
Block 03	17,370,559
Block 04	6,009,691
5 Seam Total	30,114,084

Holfontein – 4 Seam Inferred Resource (SAMREC)	Holfontein – 4 Seam Inferred Resource (SAMREC)
Block #	Gross insitu tonnes
Block 01	26,997,016
Block 02	3,203,772
4 Seam Total	30,200,789

Several economic studies have been carried out on the potential to develop the Holfontein Project which indicate that, subject to additional studies, the Holfontein Project has the potential to be developed to mine both coking and thermal coal.

The Company plans to advance the Holfontein Project as quickly as possible to enable a development decision to be taken. This work will initially focus on

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compiling a Feasibility Study and advancing the approvals required for development. An exploration program is planned to be carried out on the adjoining Wildebeestfontein Farm to determine the extent and quality of the coal mineralisation covered by the option agreement over that property.

With the recent appointment of a Regional Manager – Southern Africa based in Johannesburg, with significant development experience, the Company is well placed to move the Project forward.

There have been well publicised shortages of thermal coal in South Africa and the Company views this as a ready market for the 4 Seam product. The 5 Seam coking coal is also in high demand both domestically and in the export market.

Recent coal price increases have significantly enhanced the potential economic returns from the Holfontein Project, with coking coal settlements in excess of US$300/t. Thermal coal prices for domestic supply are lower than international benchmarks (recent settlements of US$130/t), however these prices are increasing rapidly to ensure adequate coal supply for power generation. The Company considers the underlying supply-demand fundamentals to be excellent for the foreseeable future and intends to continue expanding in the South African coal industry.

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Figure 1: Holfontein Coal Project Location

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Figure 2: Holfontein Resource Blocks

The information in this Notice that relates to the Mineral Resource for the Holfontein Project is based on information compiled by David van Wyk, who is a registered natural scientist (Pr. Sci. Nat No. 401964/83) and a member of a ‘Recognised Overseas Professional Organisation’ ( ROPO ) included in a list promulgated by the ASX from time to time, being the South African Council for Natural Scientific Professions.

Mr van Wyk is employed full time by GeoCoal Services.

Mr van Wyk has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2000 Edition of the ‘South African Code for Reporting Mineral Resources and Mineral Reserves (the SAMREC Code). Mr van Wyk consents to the inclusion in this Notice of the matters based on his information in the form and context in which it appears.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES

2.1 General

On or about 15 May 2008, the Company issued 100,000,000 Shares at an issue price of $0.03 each to raise funds for part of the cash component of the consideration payable by the Company for the acquisition of the Holfontein Project as described in paragraph 1.2 above.

None of the subscribers pursuant to this issue were related parties of the Company.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

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ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 100,000,000 Shares were allotted on or about 15 May 2008;

• (b) the issue price was $0.03 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to institutional and sophisticated clients of Euroz, none of whom were related parties of the Company; and

• (e) the funds raised from this issue will be used to pay part of the cash component of the consideration payable by the Company for the acquisition of the Holfontein Project as described in paragraph 1.2 above.

3. RESOLUTION 2 – ISSUE OF SHARES TO COAL OF AFRICA LIMITED

3.1 General

Resolution 2 seeks Shareholder approval for the allotment and issue of up to 200,000,000 Shares at a deemed issue price of $0.03 per Share to CZA in partial consideration for the acquisition of the Holfontein Project ( CZA Issue ). The purpose of the CZA Issue is to satisfy the share component of the consideration payable by the Company for the acquisition of the Holfontein Project as described in paragraph 1.2 above.

The proposed allottee, CZA, is not a related party of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 2 will be to allow the Directors to issue the Shares pursuant to the CZA Issue during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

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

• (a) the maximum number of Shares to be issued is 200,000,000;

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• (b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the deemed issue price will be $0.03 per Share;

• (d) the Shares will be allotted and issued to CZA;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised pursuant to the CZA Issue as the Shares are being issued as partial consideration for the acquisition of the Holfontein Project as described in paragraph 1.2 above.

4. RESOLUTION 3 – PLACEMENT – SHARES

4.1 General

Resolution 3 seeks Shareholder approval for the allotment and issue of 200,000,000 Shares at an issue price of $0.03 per Share, raising a total of up to $6,000,000 ( Share Placement ). The purpose of the Share Placement is to raise funds for general working capital and to pay the remaining initial cash component of the consideration payable by the Company for the acquisition of the Holfontein Project.

None of the subscribers pursuant to this issue will be related parties of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Shares pursuant to the Share Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

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

• (a) the maximum number of Shares to be issued is 200,000,000;

• (b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price will be $0.03 per Share;

• (d) the Shares will be allotted and issued to institutional and sophisticated clients of Euroz, none of whom are related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

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• (f) the Company intends to use the funds raised from the Share Placement towards working capital and the payment of the remaining initial cash component of the consideration payable by the Company for the acquisition of the Holfontein Project as described in paragraph 1.2 above.

5. ENQUIRIES

Shareholders are required to contact the Company Secretary, Mr Robert Anderson, on (+61 8) 9481 0051 if they have any queries in respect of the matters set out in these documents.

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GLO SSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Lachlan Star Limited (ABN 88 000 759 535).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Holfontein Project means the Holfontein coal project more fully described in Section 1 of the Explanatory Statement.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 557 010 (outside Australia) 61 3 9415 4000 Facsimile 61 8 9323 2033 www.computershare.com

000001 000 LSA MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Securityholder Reference Number (SRN)

I1234567890

I 1234567890 I ND

I/We being a member/s of Lachlan Star Limited and entitled to attend and vote hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Lachlan Star Limited to be held at Level 3, 3 Ord Street, West Perth, Western Australia on Wednesday, 18 June 2008 at 11.00am (WST) and at any adjournment of that meeting.

IMPORTANT: FOR ITEMS 1, 2 AND 3 BELOW

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Items 1, 2 and 3 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he 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. 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 Items 1, 2 and 3 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

For Against Abstain*

Item 1 Ratification of Prior Issue - Shares

Item 2 Issue of Shares to Coal of Africa Limited

Item 3 Placement - Shares

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.

• 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.

In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.

L S A

5 P R

LSA_PROXY_143039/000001/000001/i

How to complete the Proxy Form

1 Your Address

This is your address as it appears on the company’s Share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘x’) should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. 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 securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities 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 securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two 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.

To appoint a second proxy you must:

• (a) indicate that you wish to appoint a second proxy by marking the box.

• (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities 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.

• (c) return both forms together in the same envelope.

5 Signing Instructions

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

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

Joint Holding: where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document 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.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at www.computershare.com .

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 11.00am (WST) on Wednesday, 18 June 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or: IN PERSON Registered Office: Level 3, 3 Ord Street, West Perth, WA 6005 Share Registry: Computershare Investor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth WA 6000 BY MAIL Registered Office: PO Box 1523, West Perth, Western Australia 6872

Share Registry: Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001 BY FAX Registered Office: 61 8 9321 9335 Share Registry: Computershare Investor Services Pty Limited - 61 8 9323 2033