Lachlan Star Limited - Proxy Solicitation & Information Statement 2010

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TSX.V: LGL

ASX: LGM

155 Rexdale Blvd, Suite 502 Toronto, Ontario M9W 5Z8

Lower Ground Floor, 57 Havelock St West Perth, 6005 Western Australia

September 20, 2010

PROPOSAL BY LACHLAN STAR LIMITED TO REMOVE CURRENT LUIRI GOLD DIRECTORS AND REPLACE LUIRI SENIOR MANAGEMENT WITH LACHLAN STAR SENIOR MANAGEMENT

Information for Shareholders, Notice of Special General Meeting and Proxy Form

IMPORTANT ISSUES AFFECTING YOUR COMPANY ARE OUTLINED IN THIS DOCUMENT

THE BOARD RECOMMENDS YOU VOTE AGAINST ALL RESOLUTIONS

Shareholders who are unable to attend the meeting are encouraged to complete and

RETURN THE ENCLOSED PROXY FORM OR CDI VOTING INSTRUCTION FORM

by not later than 2.00 p.m. (Perth/Western standard time) on Friday, October 22, 2010.

If you need further information please visit www.luirigold.com or contact Luiri Gold Company Secretary, Peter Tanham, on +61 402054493

A reply paid envelope and proxy form is enclosed for your convenience

IMPORTANT MATTERS – PLEASE READ CAREFULLY

Dear Shareholder

A Special General Meeting of the shareholders of Luiri Gold Limited has been requisitioned by shareholder Lachlan Star Limited. Lachlan Star is seeking to remove three of the current directors of your Company and to install Lachlan Star’s senior management team as senior managers of Luiri Gold.

A Special General Meeting of the Company will be held on 26 October 2010 for shareholders to consider and vote on the resolutions put forward by Lachlan Star.

Information for Shareholders, a Notice of Meeting and a proxy form (with Reply Paid envelope) are enclosed.

Your Board has considered the Lachlan Star resolutions and the majority of the Board voted in favour of a recommendation to vote to REJECT the resolutions.

Accordingly, your BOARD therefore RECOMMENDS that you VOTE AGAINST ALL RESOLUTIONS for the reasons set out below:

This is an attempted takeover by stealth from Lachlan Star. If the recommendations are approved, Lachlan Star will gain Board and management control of Luiri Gold even though it owns only 28% of the company
This is an opportunistic attempt by Lachlan Star to use uncertainty created by the current Zambian tenure issue to gain Board control of Luiri Gold
Company stability has never been so important as Luiri Gold seeks to resolve the current tenure issue with the Zambian Government
The strategic relationships established by Luiri Gold in Zambia have ensured a good working rapport with the Zambian Ministry of Mines and other Zambian stakeholders prior to the tenure issue and are now instrumental in helping to resolving it
Luiri Gold has a history of exploration success and has a clear strategy to develop the Luiri Hill project in Zambia.

You can support the efforts of your Board in building value in the Company for the benefit of all shareholders by voting AGAINST the resolutions to remove three Luiri Gold directors.

We recommend that you read the accompanying materials carefully and that you lodge a proxy vote AGAINST all of the resolutions.

Should you have questions about these proposals please do not hesitate to contact me at the Company’s offices on +61 (8) 401694322 or by email at [email protected]

Yours Sincerely,

Mike Sperinck President, CEO and Managing Director

LUIRI GOLD LIMITED Suite 502, 155 Rexdale Blvd Toronto, Ontario M9W 5Z8

NOTICE OF MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Luiri Gold Limited (hereinafter called the "Company") will be held at Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia on:

TUESDAY, THE 26TH DAY OF OCTOBER, 2010

at the hour of 2:00 o'clock in the afternoon (Vancouver time) for the following purposes:

I. That Michael Sperinck is removed from office as a director of the Company.

II. That Peter Tanham is removed from office as a director of the Company.

III. That Gordon Richards is removed from office as a director of the Company.

IV. That the number of Directors of the Company be fixed at three.

This notice is accompanied by a Form of Proxy and a Management Information Circular. A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy holder to attend and vote in his stead. If you are unable to attend the Meeting, or any adjournment thereof in person, please read the Notes accompanying the Form of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the Notes so that as large a representation as possible may be had at the meeting. The enclosed Form of Proxy is solicited by Management but, as set out in the Notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

Holders of CHESS Depositary Interests (“ CDIs ”) are invited to attend the meeting. CDI holders must complete, sign and return the enclosed CDI Voting Instruction Form to Computershare Investor Services Pty Ltd at GPO Box 242 Melbourne, Victoria 3001 Australia (the fax number within Australia is 1800-783-447 and outside Australia is 61-3-9473-2555) so that each CDI holder may elect to direct CHESS Depositary Nominees Pty Ltd. (“ CDN ”) to vote the relevant underlying common shares on his or her behalf or instruct CDN to appoint such CDI holder or his or her nominee as proxy to vote the common shares underlying the CDIs in person at the meeting. In either case, the CDI Voting Instruction Form needs to be received at the address shown on the Form by not later than 2:00 p.m. (Perth/Western standard time) on Friday, October 22, 2010.

DATED at Vancouver, British Columbia, this 20th day of September 2010.

BY ORDER OF THE BOARD

(Signed) "Michael McMullen" Chairman

LUIRI GOLD LIMITED

c/o First Canadian Capital Corp. Suite 502 - 155 Rexdale Blvd. Toronto, Ontario Canada M9W 5Z8

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

This management information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Luiri Gold Limited (the “Company”) for use at the special general meeting (the “Meeting”) of the shareholders of the Company (the “Shareholders”) to be held at Suite 1750 – 1185 West Georgia Street, Vancouver, British Columbia V6E 4E6 on Tuesday, October 26, 2010 at 2:00p.m. (Vancouver time) and at any adjournments thereof for the purposes set out in the accompanying Notice of Meeting. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors or officers of the Company. Arrangements will also be made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of common shares of the Company (“ Common Shares ”) pursuant to the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer . The cost of any such solicitation will be borne by the Company.

Unless otherwise stated, the information contained in this Information Circular is given as at September 20, 2010.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a shareholder of the Company who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. A shareholder of the Company may revoke a proxy by depositing an instrument in writing, executed by him or her or his or her attorney authorized in writing:

at the offices of the registrar and transfer agent of the Company, Computershare Investor Services Inc., Suite 300, 510 Burrard Street, Vancouver, B.C., V6C 3B9 (the number to fax proxies is (604) 661-9549), at any time, not less than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment of the Meeting at which the proxy is to be used;
at the registered office of the Company, Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, V6E 4E6, at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used; or
with the chairman of the Meeting on the day of the Meeting or any adjournment of the Meeting.

In addition, a proxy may be revoked by the shareholder of the Company personally attending the Meeting and voting his or her shares.

VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares, without nominal or par value, of which as at the date hereof 111,556,905 common shares are issued and outstanding.

Of the 111,556,905 Common Shares issued and outstanding on September 15, 2010, 56,973,860 Common Shares were held by CHESS Depositary Nominees Pty Ltd. (“CDN”), a wholly-owned subsidiary of the Australian Securities Exchange (the “ASX”), on behalf of holders of CHESS Depositary Instruments (“CDIs”). CDN has issued CDIs that represent beneficial interests in the Common Shares held by CDN. CDIs are traded on the electronic transfer and settlement system operated by the ASX.

All references in this Circular to outstanding Common Shares include the Common Shares held by CDN and all references to holders of Common Shares include CDI holders.

The holders of common shares of record at the close of business on the record date, set by the directors of the Company to be September 15, 2010, are entitled to vote such common shares at the Meeting on the basis of one vote for each common share held.

The Articles of the Company provide that a quorum for the transaction of business at the Meeting is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the Meeting.

VOTING BY PROXY

This section headed “Voting by Proxy” only applies to the registered holders of common shares of the Company. Holders of CDIs should refer to the section of this Information Circular headed “CDI Holders May Give Instruction to CDN”.

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” or “beneficial” shareholders because the shares they own are not registered in their names, but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the “Beneficial Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Beneficial Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to Beneficial Holders.

Intermediaries are required to forward the Meeting Materials to Beneficial Holders unless a Beneficial Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Beneficial Holders. Generally, Beneficial Holders who have not waived the right to receive Meeting Materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Beneficial Holder but which is otherwise not completed. Because the Intermediary has already
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signed the form of proxy, this form of proxy is not required to be signed by the Beneficial Holder when submitting the proxy. In this case, the Beneficial Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company's transfer agent as provided above; or

(b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Beneficial Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Beneficial Holders to direct the voting of the shares which they beneficially own. Should a Beneficial Holder who receives one of the above forms wish to vote at the Meeting in person, the Beneficial Holder should strike out the names of the Management Proxyholders named in the form and insert the Beneficial Holder's name in the blank space provided. In either case, Beneficial Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

CDI HOLDERS MAY GIVE DIRECTIONS TO CDN

The Company will permit CDI holders to attend the Meeting.

Each CDI holder has the right to:

(a) direct CDN how to vote in respect of their CDIs; or
(b) instruct CDN to appoint the CDI holder or a person nominated by the holder as the holder’s proxy for the purposes of attending and voting at the Meeting.

If you are a CDI holder and you wish to direct CDN how to vote in respect of your CDIs or appoint yourself or a nominee as your proxy, you should read, complete, date and sign the accompanying CDI Voting Instruction Form and deposit it with Computershare Investor Services Pty. Ltd. GPO Box 242, Melbourne, Victoria 3001 Australia (the number to fax CDI Voting Instruction Forms within Australia is 1800-783-447 and outside Australia is 61-3-9473-2555) no less than 72 hours prior to the time of the holding of the meeting or any adjournment thereof.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth herein, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors or the appointment of auditors, of any person or company who has been: (a) if the solicitation is made by or on behalf of management of the Company, a director or executive officer of the Company at any time since the beginning of the Company’s last financial year; (b) if the solicitation is made other than by or on behalf of management of the Company, any person or

company by whom or on whose behalf, directly or indirectly, the solicitation is made; (c) each proposed nominee for election as a director of the Company; or (d) any associate or affiliate of any of the foregoing persons or companies.

PRINCIPAL HOLDERS OF VOTING SECURITIES

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the outstanding voting rights of the Company other than:

Name and Municipality of Residence	Number of	Percentage of Shares
	Common
	Shares
Lachlan Star Limited Perth, Western Australia Australia	31,092,500	27.9%

The directors have determined that all shareholders of record as of the 15th day of September, 2010 will be entitled to receive notice of and to vote at the Meeting. Those shareholders so desiring may be represented by proxy at the Meeting. The instrument of proxy, and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited either at the office of the Registrar and Transfer Agent of the Company, Proxy Dept., Computershare Investor Services Inc., Suite 300, 510 Burrard Street, Vancouver, B.C., V6C 3B9 (the number to fax proxies is (604) 661-9549), not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the holding of the Meeting or any adjournment thereof.

APPLICATION OF CANADIAN CORPORATE AND SECURITIES LAWS

The following description of Canadian laws applicable to the Company and its shareholders is included herein to satisfy requirements of the ASX and it not required from a TSX Venture Exchange or Canadian securities law disclosure standpoint.

Place of Incorporation

The Company is a company incorporated in the Province of British Columbia, Canada under the Business Corporations Act (British Columbia). The registered office of the Company is situated in the City of Vancouver, in the Province of British Columbia, Canada.

Chapters 6, 6A, 6B and 6C of the Australian Corporations Act

The Company is not subject to 6, 6A, 6B and 6C of the Australian Corporations Act 2001 .

Summary of Canadian Legal Requirements Respecting the Acquisition of Securities of the Company

Applicable Canadian laws, like their Australian equivalent, are very technical. Accordingly, shareholders should consult their own Canadian legal advisors with respect to Canadian legal requirement matters, rather than relying upon this general summary.

In general, subject to compliance with applicable Canadian securities laws, a holder of shares in the capital of a corporation incorporated under the BCABC is entitled to transfer his, her or its shares to anyone else upon

compliance with the provisions of the BCABC and the articles of the corporation. Where a corporation is offering its shares to the public, the articles of the corporation may not include restrictions on the transfer of shares.

Canadian securities laws impose certain limitations on the acquisition of securities. The issuance to the public and trading of securities in Canada is regulated at the provincial/territorial level by securities legislation administered by the relevant provincial or territorial securities commission.

Take-over bids are regulated primarily by provincial and territorial securities legislation and, to a limited extent, the corporate statutes under which the target company is incorporated. Under provincial or territorial securities regulations, an offer to acquire shares of an issuer by a “control person” of that issuer may constitute a take-over bid. Under the Securities Act (British Columbia), a “control person” is generally defined as any person, company or combination of persons or companies whose holdings represent a sufficient number of securities of the issuer to materially affect the control of that issuer. A holding of more than 20%, in the absence of evidence to the contrary, is deemed to materially affect control of the issuer. Any offer to acquire voting or equity securities where such securities together with the offeror’s securities represent an aggregate of 20% or more of the outstanding securities of that class will constitute a take-over bid.

Unless an exemption from formal take-over bid requirements under applicable securities legislation can be obtained, persons or companies seeking to make a take-over bid must comply with detailed rules governing bids prescribed by applicable provincial or territorial securities laws. For example, under the Securities Act (British Columbia), exempt bids include bids made over the facilities of the TSX Venture Exchange and a bid for not more than 5% of the outstanding securities of a class of securities, so long as the aggregate number of securities of that class acquired by the offeror in the previous twelve months is not greater than 5% of the class and the bid is for a price not in excess of the market price for those securities.

Reporting by Substantial Shareholders and Insiders

Under the insider reporting and trading rules of applicable Canadian securities legislation, reporting obligations and trading restrictions are placed on substantial shareholders. An “insider” generally includes any person or company who beneficially owns, directly or indirectly, voting securities or who exercises control or direction over voting securities or a reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities.

Shareholders who become insiders must file an “Insider Profile” in the prescribed form under National Instrument 55-102 – System for Electronic Disclosure by Insiders (“SEDI”). A further insider report must be filed within 10 days of any change in the ownership or control or direction over securities of the Company of that insider. Insider reports must be filed electronically on SEDI at www.sedi.ca.

PARTICULARS OF MATTERS TO BE ACTED UPON

TO THE KNOWLEDGE OF THE COMPANY’S DIRECTORS, THE ONLY MATTERS TO BE PLACED BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING ACCOMPANYING THIS INFORMATION CIRCULAR. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.

On August 17, 2010, Lachlan Star Ltd. (“Lachlan Star”), a major shareholder of the Company, issued a Requisition of General Meeting of the Company (the “Requisition”) pursuant to the provisions of section 167(1) of the Business Corporations Act (British Columbia) (the “BC Act”). Pursuant to the terms of the Requisition, Lachlan Star has proposed that the Meeting be called for the purposes of considering and, if thought fit, to pass the following resolutions:

1. That Michael Sperinck is removed from office as a director of the Company.

2. That Peter Tanham is removed from office as a director of the Company.

3. That Gordon Richards is removed from office as a director of the Company.

4. That the number of Directors of the Company be fixed at three.

Pursuant to the provisions of the BC Act, in order to become effective, resolutions 1, 2 and 3 must be passed by a “special resolution” and resolution 4 must be passed by an “ordinary resolution”.

A “special resolution” means a resolution approved by not less than two-thirds of the votes cast by the holders of common shares present in person, or represented by proxy, at the Meeting.

An “ordinary resolution” means a resolution approved by a simple majority of the votes cast by the holders of common shares present in person, or represented by proxy, at the Meeting.

Management of the Company recommends that shareholders vote against all of the resolutions proposed by Lachlan Star, and the persons named in the enclosed form of proxy intend to vote against such resolutions at the Meeting, unless otherwise directed by the shareholders appointing them.

Luiri Gold shareholders should consider these issues when voting on these resolutions

1 This is an attempted takeover by stealth by Lachlan Star to seek Board and management control of Luiri Gold 2 This is an opportunistic attempt by Lachlan Star to use the current Zambian tenure issue to gain Board control of Luiri Gold

3 Company stability has never been so important for Luiri Gold as it seeks to resolve the current tenure issue with the Zambian Government 4 The strategic relationships established by Luiri Gold in Zambia have ensured a good working rapport with the Zambian Ministry of Mines and other Zambian stakeholders prior to the tenure issue and are now instrumental in helping to resolving it 5 Luiri Gold has a history of exploration success and has a clear strategy to transition from explorer to gold miner

1 This is an attempted takeover by stealth by Lachlan Star to seek Board and management control of Luiri Gold

Lachlan Star currently holds two Board seats on a Board of six, including the Chairman’s position.

If successful in removing three directors – including all of the current executives on the Board – Lachlan Star would occupy two of three board seats.

Current Board	Current Board	Lachlan Star proposed Board	Lachlan Star proposed Board
Mick McMullen	Chairman (Lachlan Star)	Mick McMullen	Executive Chairman (Lachlan Star)
Mike Sperinck	Managing Director	Declan Franzmann	Non-executive director (Lachlan Star)
Peter Tanham	CFO & Company Secretary	Richard Billingsley	Non-executive director (Independent)
Gordon Richards	Non-executive director (Independent)
Richard Billingsley	Non-executive director (Independent)
Declan Franzmann	Non-executive director (Lachlan Star)
Total Directors: 6 Lachlan Star Directors: 2		Total Directors: 3 Lachlan Star Directors: 2

This effectively delivers Board control to Lachlan Star, even though Lachlan Star owns just 28% of the Luiri Gold shares on issue. Already 33% of the Board consists of directors aligned with Lachlan Star, giving it an appropriate level of representation.

The non-Lachlan Star affiliated Directors of Luiri Gold regards this action as a takeover by stealth attempt by Lachlan Star.

In addition to Board control, Lachlan Star will also gain management control of the company if the resolutions are successful.

Lachlan Star has stated that it intends to terminate the contracts of Managing Director Mike Sperinck and CFO/Company Secretary Peter Tanham and install current Chairman Mick McMullen as Executive Chairman of Luiri Gold and Bob Anderson as Chief Financial Officer of Luiri Gold.

Mr McMullen is currently Executive Chairman of Lachlan Star and Mr Anderson is the Chief Financial Officer and Company Secretary of Lachlan Star.

Shareholders must consider whether it is appropriate that Lachlan Star’s senior management occupies the same role at Luiri Gold.

If shareholders vote for Lachlan Star’s recommendations, Lachlan Star will effectively gain Board and management control of Luiri Gold, without increasing its shareholding from its existing 28% shareholding and without paying a takeover premium to other shareholders.

Shareholders should also consider if it is desirable that the Company which is seeking to occupy two out of three Luiri Gold Board positions has threatened to sell down its stake in Luiri Gold if other shareholders do not support its resolutions.

2 This is an opportunistic attempt by Lachlan Star to use the current Zambian tenure issue to gain Board control of Luiri Gold

The Luiri Gold Board and Senior Management have been working hard to fix the Zambian tenure issue through both direct negotiation and parallel legal action. They believe that substantial progress has been made to achieve an acceptable outcome for Luiri Gold.

Luiri Gold accepts that the Zambian tenure issue has caused uncertainty for the Company and its Shareholders.

Luiri Gold Chairman Mick McMullen – who is also Executive Chairman of Lachlan Star – has chosen not to accept any responsibility for the current issue. Instead, through Lachlan Star, he has sought to remove Independent Director Gordon Richards, along with Managing Director Mike Sperinck and CFO Peter Tanham for their management and oversight of the issue.

The non Lachlan Star affiliated members of the Board of Luiri Gold are obviously concerned that Lachlan Star is using the current period of instability to gain control of Luiri Gold.

The resolution of Zambian tenure issue is the single most important determinant of the future of Luiri Gold and, therefore, shareholder value.

Luiri Gold should be devoting 100 per cent of management time and effort to resolve the Zambian tenure issue it is now confronted with. Instead, the Company has been compelled to divert precious resources and attention to organising the Special General Meeting and assessing and defending the resolutions lodged by Lachlan Star.

This action brought by Lachlan Star is, therefore, not in the best interests of shareholders.

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Company stability is vital as Luiri Gold seeks to resolve the current tenure issue with the Zambian Government

Company stability has never been more important to Luiri Gold.

Luiri Gold is devoting significant time and resources to resolving the Zambian tenement issue so it can continue to develop the Luiri Hill Gold Project on behalf of its shareholders.

It is important these efforts are not undermined by uncertainty about the strategic direction of the

Company.

The Company needs to demonstrate to the Zambian Government a unity and clarity of purpose to demonstrate that it is committed to progressing the Luiri Hill Gold Project into a mining project.

The perception of division undermines Luiri’s representations to the Zambian Government and therefore the Special General Meeting requisitioned by Luiri Gold is not in the best interests of shareholders.

Lachlan Star has stated that it will terminate the services of Mike Sperinck as the Managing Director of Luiri Gold if its resolutions are supported by shareholders.

Mr Sperinck has been involved in the Luiri Hill Gold Project since 2003 and has taken the project from no JORC compliant resources to more the 800,000 ounces of JORC compliant inferred and indicated gold resources. He has an excellent working knowledge of minerals exploration and mining in Africa through his current and previous employment.

He was a Member of the Executive Committee and Manager – Resources and Reserves for Randgold Resources Limited when, as operator, it developed the 5 million oz Morila project in Mali in a joint venture with AngloGold Ashanti.

He also has a deep understanding of the Luiri Gold Project and the Mining Act in Zambia.

Consequently, the non-Lachlan Star affiliated Directors of Luiri Gold believe that Mr Sperinck is critical to the success of the Project, and in particular, if the current High Court action to retain the Mining Licence needs to be progressed.

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4 The strategic relationships established by Luiri Gold in Zambia have ensured a good working rapport with the Zambian Ministry of Mines and other Zambian stakeholders prior to the tenure issue and are now instrumental in helping to resolving it

The Board and Management of Luiri Gold have established and maintained strong relationships in Zambia.

Prior to the cancellation of the mining licence, the Company has had a co-operative working relationship with the Department of Mines and Minerals Development. This is reflected in the Company’s files in the Cadastral Office as audited by independent legal counsel.

The support Luiri Gold has received in Zambia since the tenure issue arose has been significant and has aided Luiri Gold’s efforts to resolve the issue.

This underpins Luiri Gold’s long-held strategy to create and support a significant, active domestic presence in Zambia.

In November 2007, Luiri Gold appointed a Zambian trained geologist, Harry Sibbenga, who had previously been employed to manage the Luiri Hill exploration, as Country Manager to build on the company’s Zambian domestic presence and credentials. In 2008 he was made a Director of Luiri Gold’s Zambian operating company, Luiri Gold Mines Limited.

In May 2010, the Board of Luiri Gold Mines was further strengthened by the addition of a highly respected Zambian businessman Valentine Chitalu as the company recognised that it would be moving from pure exploration to project development within the next few years.

This was designed to complement the Company’s existing business, community and government relationships in Zambia.

Those relationships included, but were not confined to:

Creation of a senior advisory committee comprising the three Chiefs on whose tribal ground the Company operates.
Formation of the Luiri Community Committee of local representatives who work with the Company to disseminate information, deal with any issues between the community and the Company, and also undertake local community development projects.
Commitment to employ Zambian workers.
Frequent meetings with Ministerial Officers and the Director of Geological Survey and their staff, presentations to the Minister of Mines and the Permanent Secretary.
Lodgement of quarterly reports to the Department of Mines.
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Despite these initiatives, Luiri Gold has encountered tenure issues in Zambia. Luiri Gold is not the only company to have experienced these tenure issues and its Board and Management have been working to resolve the issue using all the resources developed by the Company, and to keep shareholders informed of their progress.

Luiri Gold has a history of exploration success and has a clear strategy to transition from gold explorer to gold miner

Luiri Gold has overseen considerable exploration success in Zambia and has expanded the company’s JORC compliant resources from zero ounces in 2003 to 280,000 ounces of gold in the first estimate in July 2005, to over 800,000 ounces of gold in May 2008.

The Company is justifiably proud of its exploration history.

Due to the onset of global financial crisis, drilling was suspended in 2008 as the Company sought to prudently protect its cash reserves amid a worldwide funding crisis.

When drilling recommenced late in the second half of 2009, it was targeted at infill drilling to assist with feasibility and mine planning to underpin Luiri Gold’s transition from explorer to producer.

As a result of the infill drilling, in July this year the company announced to shareholders that infill drilling had increased its Indicated Mineral Resource increased by 193% to 422,000 ounces and total indicated and inferred resources by 8,000oz to 808,000oz. Indicated gold also improved from 2.1g/t to 2.4g/t as a result of the infill drilling program.

This resource delineation was particularly important as the company proved up a resource to underpin the potential commencement of mining.

Additional exploration

Currently only the Dunrobin and Matala deposits have been drilled to a level which allows them to be incorporated in a detailed mine plan. The Company plans to drill a number of additional targets within the next 1-2 years with the potential significantly expand the resources available for incorporation in the mine plan.

Shareholders should compare Luiri Gold’s exploration success, under its current Board and Management, to the exploration record of Lachlan Star.

Lachlan Star has owned the Bushranger Copper Project since September 2007.

When it acquired the Bushranger Project, the previous owner had identified a JORC compliant Indicated and Inferred Resource containing 124,000 tonnes of copper at a grade of 0.45% Cu and 1.646 million ounces of silver. In the three years under Lachlan Star’s control, neither a single tonne of copper nor a single ounce of silver has been added to that resource figure.

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Annexure A

Experience and qualifications of your Board

Michael (Mike) Sperinck, President, CEO and Managing Director

Mike has over 25 years experience in the mining industry with much of it focused on the African continent. After completing his degree he joined Gold Fields of South Africa where he spent over 15 years working in various positions, culminating in his role heading up the valuation department which was responsible for resource estimation techniques for all operating mines and new projects.

In 1996, he was approach by Randgold and Exploration Ltd to join that company as it consolidated its focus of creating standalone entities from the previous Rand Mine group gold operations in South Africa including ERPM, Harmony and Durban Roodepoort Deep Gold Mines and the offshore exploration entity, Randgold Resources.

He joined the company as Manager, Mineral Resources, responsible for resource evaluations and technical audits of existing and new operations, as well as having significant input into bankable feasibility studies. In 1997, Mike became a part of the Randgold Resources management team following the listing of that company in London.

As a member of the Executive Committee at Randgold Resources he was also involved in the corporate activities of new project acquisition and feasibility assessments. One of the highlights of his career was being part of the Randgold Resources team that took the Morila deposit in Mali from discovery to a plus 5 Moz gold mine in four years.

In 2001 he joined the international mining consultancy, Resource Service Group and moved to Perth (later RSG Global and now Coffey Mining). As Manager: Technical Services he played a lead role in the company and carried out bankable due diligence studies and technical audits worldwide on behalf of international mining companies and financial institutions, as well as managing resource estimates and feasibility studies. He is familiar with many of the technical requirements for reporting on most of the major bourses world wide.

In July 2004, Mike left RSG Global to take up the position as Managing Director of LG Holdings, an unlisted exploration and resource development company with an advanced exploration asset in Zambia in which he was a founding shareholder. In June 2006 the company listed on the TSX Venture exchange via a RTO and traded as Luiri Gold Limited (code LGL).

He managed the company through the very difficult market crash of 2008/2009 and in November 2009 the company undertook a dual listing on the ASX (code LGM) including an A$8m underwritten fund raising. He has raised over $15 million for the company since listing. Mike has taken the project to a JORC compliant resource of 800,000 ounces at less than $10/ounce.

Mike resides in Perth, Western Australia.

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Peter Tanham, Chief Financial Officer and Company Secretary

Peter is a Certified Practising Accountant and a member of Chartered Secretaries Australia.

He has over 24 years of financial and accounting management experience in a number of industries including finance, mining, sporting and auditing. Peter has been involved with the Company since its formation and has invaluable experience on regulatory requirements in Zambia, Canada and Australia.

Peter resides in Perth, Western Australia.

Gordon Richards, Non executive director

Gordon is a Professional Engineer and a member in good standing with the Association of Professional Engineers and Geoscientists of British Columbia.

Since 1997 he has been a self-employed consulting geologist, and has been involved in mining and mineral exploration throughout North America. He has provided consulting services to and/or been a director of a number of mineral exploration companies.

Gordon resides in Delta, British Columbia, Canada.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company in writing c/o First Canadian Capital Corp., Suite 502, 155 Rexdale Blvd., Toronto, Ontario M9W 5Z8 to request copies of the Company's financial statements and MD&A.

Financial information is provided in the Company's comparative financial statements and MD&A for its most recently completed financial year which are filed on SEDAR.

Under National Instrument 51-102 – Continuous Disclosure Obligations , any person or company who wishes to receive interim financial statements from the Company may deliver a written request for such material to the Company or the Company’s agent, together with a signed statement that the persons or company is the owner of securities of the Company. Shareholders who wish to receive interim financial statements are encouraged to send the enclosed mail card, together with the completed form of proxy, in the addressed envelope provided, to the Company’s registrar and transfer agent, Computershare Investor Services Inc., Suite 300, 510 Burrard Street, Vancouver, B.C. V6C 3B9.

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GENERAL

Unless otherwise specified, all matters referred to herein for approval by the Shareholders require a 2/3rds majority of the Shareholders voting, in person or by proxy, at the Meeting.

Where information contained in this Information Circular, rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished by such person. The contents of this Information Circular have been approved and this mailing has been authorized by the Directors of the Company.

DATED as of the 20th day of September, 2010.

BY THE ORDER OF THE BOARD OF DIRECTORS OF LUIRI GOLD LIMITED

s/ ” Michael Sperinck ” MICHAEL SPERINCK President and Chief Executive Officer