Lachlan Star Limited - Proxy Solicitation & Information Statement 2010

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ABN: 88 000 759 535 Lower Ground Floor 57 Havelock Street West Perth WA 6005

28 September 2010

Company Announcements Office ASX Limited

Via ASX Online

Dear Sirs

LUIRI GOLD LIMITED

Lachlan Star currently holds approximately 27.9% of the issued share capital of Luiri Gold Limited (“Luiri”), a TSX Venture and ASX listed company with gold projects in Zambia.

Attached is Lachlan’s dissident Information Circular for Luiri shareholders in respect of the resolutions being put to Luiri shareholders at their Special General meeting to be held on 26[th] October 2010.

A summary of the issues raised in the Information Circular is as follows:

1	Lachlan Star has announced that it intends to recommend that Luiri Gold recruit a suitable independent President and Chief Executive Officer / Managing Director AND commits to supporting the appointment of sufficient non executive directors to ensure a majority of non-Lachlan Star directors on the Board of Directors of Luiri Gold.

2	Lachlan Star’s actions are in response to the cancellation of Luiri Gold’s Mining Licence for its principal asset, the Luiri Hill Gold Project, and are NOT an attempt to takeover Luiri Gold.

3	The cancellation of Luiri Gold’s Mining Licence by the Zambian Director of Mines on June 14, 2010 and the Zambian Minister of Mines’ refusal in late July 2010 to overturn the cancellation, followed by the launching of a court appeal, is clear evidence of a breakdown in Luiri Gold’s key relationships within Zambia.

4	Luiri Gold has experienced limited exploration success over the last two years. Management does not have the skills required to successfully develop a gold mine.

5	Lachlan Star will consider all options in the event that it is unsuccessful in achieving the management changes it considers necessary, which may include the sale of some or allof its shareholding in LuiriGold.

PO Box 1523 West Perth WA 6872

www.lachlanstar.com.au [email protected]

Tel: + 61 8 9481 0051 Fax: + 61 8 9481 0052

The detailed comments included in the Information Circular are as follows:

Lachlan Star has announced that it intends to recommend that Luiri Gold recruit a suitable independent President and Chief Executive Officer / 1 Managing Director AND commits to supporting the appointment of sufficient non executive directors to ensure a majority of non-Lachlan Star directors on the Board of Directors of Luiri Gold.

Under the Articles of Association of Luiri Gold, the directors of Luiri Gold have the ability to increase the size of the Board by up to one-third between annual general meetings of the shareholders. If the special resolution to remove the three directors and the ordinary resolution to reduce the number of directors to three are approved, Lachlan Star will recommend that the continuing directors of Luiri Gold exercise their power under the Articles of Association to appoint one additional director who is independent of Lachlan Star as soon as a suitable independent candidate has been identified.

Subject to recruiting an additional suitable non executive director, Lachlan Star intends to recommend that at the next Annual General Meeting, to be held in the first calendar quarter of 2011, resolutions be proposed to increase the number of directors of Luiri Gold to five and to elect a further independent director to the Board. In that event, the Board of Luiri Gold would be comprised of two Lachlan Star directors (Mr. McMullen and Mr. Franzmann) and three directors who are independent of Lachlan Star (Mr. Billingsley and two additional independent directors.)

LACHLAN STAR HAS COMMITTED TO ENSURING A MAJORITY OF INDEPENDENT DIRECTORS ARE APPOINTED TO THE BOARD AND THAT MANAGEMENT OF LUIRI GOLD REVERTS TO A SUITABLY QUALIFIED INDEPENDENT PRESIDENT AND CHIEF EXECUTIVE OFFICER / MANAGING DIRECTOR AS QUICKLY AS POSSIBLE.

LACHLAN STAR IS SEEKING TO EFFECT MANAGEMENT CHANGE ONLY AND IS NOT ATTEMPTING A TAKEOVER BY STEALTH OF LUIRI GOLD.

Lachlan Star’s actions are in response to the cancellation of Luiri Gold’s Mining 2 Licence for its principal asset, the Luiri Hill Gold Project, and are NOT an opportunistic attempt to takeover Luiri Gold.

Lachlan Star’s motivation is to protect its interest in Luiri Gold and by extension the interests of all Luiri Gold shareholders in the face of the cancellation of Luiri Gold’s rights to its principal asset. Lachlan Star is of the opinion that effecting management change now is essential to resolving the tenure issues in Zambia favourably to Luiri Gold and rebuilding shareholder value. As previously stated,

LACHLAN STAR IS NOT SEEKING CONTROL OF LUIRI GOLD AND HAS COMMITTED TO ENSURE SUFFICIENT INDEPENDENT DIRECTORS ARE APPOINTED TO ENSURE CONTINUED OVERSIGHT OF THE BUSINESS OF LUIRI GOLD INDEPENDENTLY OF LACHLAN STAR.

The cancellation of Luiri Gold’s Mining Licence by the Zambian Director of Mines on June 14, 2010 and the Zambian Minister of Mines’ refusal in late July
3 2010 to overturn the cancellation, followed by the launching of a court appeal, is clear evidence of a breakdown in Luiri Gold’s key relationships within Zambia .

Management of Luiri Gold contends that they have established and maintained strong relationships in Zambia. Lachlan Star acknowledges, and fully supports, the appointment of suitably qualified Zambians to the boards of directors of Luiri Gold’s Zambian subsidiaries. Nevertheless, Lachlan Star is of the opinion that the cancellation by the Zambian Director of Mines of Luiri Gold’s mining licence for the Luiri Hill Gold Project and subsequent confirmation of the cancellation by the Minister of Mines is clear evidence of a breakdown in Luiri Gold’s key relationships within Zambia. To Lachlan Star’s knowledge, Luiri Gold is the only company in Zambia to have had the licence for its main asset cancelled. The failure of management to establish the key relationships necessary to operate in Zambia is further evidenced by the fact that Luiri Gold is now suing the Ministry of Mines in the High Court of Zambia. Lachlan Star believes that any favourable resolution of this matter with the Zambian Government will require Luiri Gold to present itself in a new manner, and management changes are essential to this.

THE CANCELLATION OF LUIRI GOLD’S MINING LICENCE AND SUBSEQUENT HIGH COURT APPEAL IS CLEAR EVIDENCE OF A BREAKDOWN IN KEY RELATIONSHIPS IN ZAMBIA AND AN IMMEDIATE CHANGE OF LUIRI GOLD MANAGEMENT IS REQUIRED TO RE-ESTABLISH THESE RELATIONSHIPS

Luiri Gold has experienced limited exploration success over the last two years. 4 Management does not have the skills required to successfully develop a gold mine.

In the past two years, despite a substantial exploration program and infill drilling program at a cost estimated by Lachlan Star to be in the order of AUD$6.5 Million (including related management costs), total mineral resources have increased by only 1% (8,000 oz). This has been achieved with an 11% reduction in the grade of the total mineral resource from 2.7 g/t Au to 2.4 g/t.

The current Luiri Gold management has not previously been directly responsible for development of a mine. Lachlan Star believes that appointing an INDEPENDENT Managing Director with experience in mine development will not only provide the right skill set for successfully managing Luiri Gold’s mine development, but is also CRITICAL IN SIGNALLING TO THE ZAMBIAN GOVERNMENT THAT LUIRI GOLD IS SERIOUS ABOUT PROGRESSING ITS PROJECTS IN ZAMBIA .

Lachlan Star will consider all options in the event that it is unsuccessful in 5 making the management changes it considers necessary, which may include the sale of some or all of its shareholding in Luiri Gold.

Lachlan Star holds a total of 31,092,500 shares and CDIs in Luiri Gold, representing 27.9% of the total shares on issue. Lachlan Star is an investor in Luiri Gold, and as such, considers all options to preserve and enhance its investment in that company. In the event that Lachlan Star is unsuccessful in making the management changes it considers necessary, Lachlan Star will consider all options for its shareholding, which may include the sale of some or all of its shares in Luiri Gold. This may have an adverse impact on the Luiri Gold share price.

LACHLAN STAR URGES SHAREHOLDERS TO VOTE IN FAVOUR OF ITS MOTIONS IN ORDER TO ENABLE LUIRI GOLD TO MOVE FORWARD AND TO PROVIDE STABILITY AT THE BOARD, MANAGEMENT AND SHAREHOLDER LEVELS.

Yours sincerely

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RA Anderson Company Secretary

ATTENTION LUIRI SHAREHOLDERS:

VOTE FOR CHANGE. VOTE THE BLUE PROXY.

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

LUIRI GOLD LIMITED

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY LACHLAN STAR LIMITED

This information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by or on behalf of Lachlan Star Limited (“Lachlan Star”), the largest shareholder 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 2:00 p.m. (Vancouver time) and at any adjournments thereof for the purposes set out in the Notice of Meeting and described below. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by Lachlan Star or its directors, officers, employees or agents. Lachlan Star will bear the costs and expenses of this solicitation. Unless otherwise stated, the information contained in this Information Circular is given as at September 23, 2010.

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE. VOTE THE BLUE PROXY.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a shareholder of the Company who has given a proxy (whether by formal proxy, CDI voting instruction form or other instrument) 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 the shareholder or by the shareholder’s attorney authorized in writing:

at:
(a) in Canada, 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;
(b) in Australia, the offices of the share registry of the Company, Computershare Investor Services Pty Limited, 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), at any time, not less than 72 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;
with Lachlan Star, c/o Lawson Lundell LLP, 1600 – 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, who will present your revocation to the Company; or

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

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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 the shareholder’s shares.

If you have already completed the proxy solicited by management of the Company, Lachlan Star urges you to VOTE FOR CHANGE by completing the proxy that accompanies this Information Circular printed on blue paper. By completing the BLUE PROXY and sending it to the Company or Lachlan Star as instructed above, your revocation of the management proxy will be effective.

VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares, without nominal or par value, (the “Common Shares”) of which, as of September 23, 2010, 111,556,905 Common Shares are issued and outstanding, according to the Company’s current public disclosure.

Of the 111,556,905 Common Shares issued and outstanding on September 23, 2010, to Lachlan Star’s information and belief, according to the Company’s current public disclosure, 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.

To Lachlan Star’s knowledge, it is the single largest shareholder of the Company, holding 31,092,500 Common Shares, being 27.9% of the issued and outstanding Common Shares.

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

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) in 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 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 Lachlan Star 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.

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

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 proxyholder, 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) not less than 72 hours, Saturdays, Sundays, and holidays excepted, 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, Lachlan Star and its directors and officers are 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, by Lachlan Star or any associate or affiliate of Lachlan Star.

PRINCIPAL HOLDERS OF VOTING SECURITIES

To the knowledge of Lachlan Star, based on information publicly available, Lachlan Star is the only person who 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. Lachlan Star owns 31,092,500 Common Shares, being 27.9% of the issued and outstanding Common Shares.

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 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.

For the reasons set out below, Lachlan Star urges you to complete the BLUE PROXY to remove Mike Sperinck, Peter Tanham and Gordon Richards as directors and to set the size of the board of directors at three directors.

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 .

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

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 Business Corporations Act (British Columbia) is entitled to transfer the holder’s shares to anyone else upon compliance with the provisions of the Business Corporations Act (British Columbia) 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.

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

PARTICULARS OF MATTERS TO BE ACTED UPON

TO THE KNOWLEDGE OF LACHLAN STAR, THE ONLY MATTERS TO BE PLACED BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING PREPARED BY THE COMPANY AND DESCRIBED BELOW. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE BLUE PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE BLUE PROXY.

On August 17, 2010, Lachlan Star 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). Pursuant to the terms of the Requisition, Lachlan Star proposed that the Meeting be called for the purposes of considering and, if thought fit, to pass the following resolutions:

1. As a special resolution, that Michael Sperinck is removed from office as a director of the Company.

2. As a special resolution that Peter Tanham is removed from office as a director of the Company.

3. As a special resolution, 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 Business Corporations Act (British Columbia), 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 twothirds 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.

Lachlan Star recommends that shareholders vote FOR all of the resolutions proposed by Lachlan Star, and the persons named in the enclosed BLUE PROXY intend to vote FOR such resolutions at the Meeting, unless otherwise directed by the shareholders appointing them.

LUIRI GOLD SHAREHOLDERS SHOULD CONSIDER THE FOLLOWING ISSUES WHEN THEY DETERMINE HOW TO VOTE OR COMPLETE THE FORM OF PROXY REGARDING THE PROPOSED RESOLUTIONS

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

2	Lachlan Star’s actions are in response to the cancellation of Luiri Gold’s Mining Licence for its principal asset, the Luiri Hill Gold Project, and are NOT an attempt to takeover Luiri Gold.

3	The cancellation of Luiri Gold’s Mining Licence by the Zambian Director of Mines on June 14, 2010 and the Zambian Minister of Mines’ refusal in late July 2010 to overturn the cancellation, followed by the launching of a court appeal, is clear evidence of a breakdown in Luiri Gold’s key relationships within Zambia.

4	Luiri Gold has experienced limited exploration success over the last two years. Management does not have the skills required to successfully develop a gold mine.

5	Lachlan Star will consider all options in the event that it is unsuccessful in achieving the management changes it considers necessary, which may include the sale of some or all of its shareholding in Luiri Gold.

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

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Lachlan Star has announced that it intends to recommend that Luiri Gold recruit a suitable independent President and Chief Executive Officer /
1 Managing Director AND commits to supporting the appointment of sufficient non executive directors to ensure a majority of non-Lachlan Star directors on the Board of Directors of Luiri Gold.

Lachlan Star’s nominees currently hold two seats on the Luiri Gold Board of six, including the Chairman’s position. Lachlan Star’s nominees are Mick McMullen (Chairman) and Declan Franzmann.

If successful in its proposal to remove three directors, namely, Michael Sperinck, Peter Tanham and Gordon Richards, Lachlan Star will recommend that Mr. Sperinck’s contract as President and Chief Executive Officer / Managing Director be terminated and Mr. Tanham’s contract as Chief Financial Officer be terminated and that Luiri Gold recruit a suitably qualified President and Chief Executive Officer / Managing Director, who is independent of Lachlan Star, as soon as possible. Luiri Gold also commits to support the appointment, as soon as possible, of sufficient non-executive directors to ensure a majority of non-Lachlan Star directors on the Board.

Until the appointment of an independent President and Chief Executive Officer / Managing Director, Mr. McMullen, the current non-executive Chairman of Luiri Gold, would assume the position of interim President and Chief Executive Officer / Managing Director and Mr. Robert Anderson would assume the position of Chief Financial Officer. (Mr. McMullen is the current Executive Chairman of Lachlan Star and Mr. Anderson is currently the Chief Financial Officer and Company Secretary of Lachlan Star.) Upon the appointment of an independent President and Chief Executive Officer / Managing Director, Lachlan Star intends that Mr. McMullen will revert to a non executive Chairman role.

LACHLAN STAR IS SEEKING TO EFFECT MANAGEMENT CHANGE ONLY AND IS NOT ATTEMPTING A TAKEOVER BY STEALTH OF LUIRI GOLD.

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

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Lachlan Star’s actions are in response to the cancellation of Luiri Gold’s
2 Mining Licence for its principal asset, the Luiri Hill Gold Project, and are NOT an opportunistic attempt to takeover Luiri Gold.

LACHLAN STAR IS NOT SEEKING CONTROL OF LUIRI GOLD AND HAS COMMITTED TO ENSURE SUFFICIENT INDEPENDENT DIRECTORS ARE APPOINTED TO ENSURE CONTINUED OVERSIGHT OF THE BUSINESS OF LUIRI GOLD INDEPENDENTLY OF LACHLAN STAR.

The cancellation of Luiri Gold’s Mining Licence by the Zambian Director of Mines on June 14, 2010 and the Zambian Minister of Mines’ refusal in
3 late July 2010 to overturn the cancellation, followed by the launching of a court appeal, is clear evidence of a breakdown in Luiri Gold’s key relationships within Zambia.

THE CANCELLATION OF LUIRI GOLD’S MINING LICENCE AND SUBSEQUENT HIGH COURT APPEAL IS CLEAR EVIDENCE OF A BREAKDOWN IN KEY RELATIONSHIPS IN ZAMBIA AND AN IMMEDIATE CHANGE OF LUIRI GOLD MANAGEMENT IS REQUIRED TO RE-ESTABLISH THESE RELATIONSHIPS

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

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Luiri Gold has experienced limited exploration success over the last two 4 years. Management does not have the skills required to successfully develop a gold mine.

LACHLAN STAR URGES SHAREHOLDERS TO VOTE IN FAVOUR OF ITS MOTIONS IN ORDER TO ENABLE LUIRI GOLD TO MOVE FORWARD AND TO PROVIDE STABILITY AT THE BOARD, MANAGEMENT AND SHAREHOLDER LEVELS.

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.

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

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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 directors and officers of Lachlan Star, Lachlan Star 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 Lachlan Star.

DATED as of the 23rd day of September, 2010.

LACHLAN STAR LIMITED

(signed) “ Mick McMullen ” Mick McMullen Chairman

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE! VOTE THE BLUE PROXY.

AI assistant

Lachlan Star Limited Proxy Solicitation & Information Statement 2010

46929_rns_2010-09-27_cbd3a089-b7bf-46ed-8a9b-f29dc697c98b.pdf

LUIRI GOLD LIMITED

THE CANCELLATION OF LUIRI GOLD’S MINING LICENCE AND SUBSEQUENT HIGH COURT APPEAL IS CLEAR EVIDENCE OF A BREAKDOWN IN KEY RELATIONSHIPS IN ZAMBIA AND AN IMMEDIATE CHANGE OF LUIRI GOLD MANAGEMENT IS REQUIRED TO RE-ESTABLISH THESE RELATIONSHIPS

LACHLAN STAR URGES SHAREHOLDERS TO VOTE IN FAVOUR OF ITS MOTIONS IN ORDER TO ENABLE LUIRI GOLD TO MOVE FORWARD AND TO PROVIDE STABILITY AT THE BOARD, MANAGEMENT AND SHAREHOLDER LEVELS.

ATTENTION LUIRI SHAREHOLDERS:

VOTE FOR CHANGE. VOTE THE BLUE PROXY.

LUIRI GOLD LIMITED

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY LACHLAN STAR LIMITED

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE. VOTE THE BLUE PROXY.

REVOCABILITY OF PROXY

VOTING SECURITIES

VOTING BY PROXY

CDI HOLDERS MAY GIVE DIRECTIONS TO CDN

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

PRINCIPAL HOLDERS OF VOTING SECURITIES

APPLICATION OF CANADIAN CORPORATE AND SECURITIES LAWS

Place of Incorporation

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

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

Reporting by Substantial Shareholders and Insiders

PARTICULARS OF MATTERS TO BE ACTED UPON

2. As a special resolution that Peter Tanham is removed from office as a director of the Company.

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

Lachlan Star recommends that shareholders vote FOR all of the resolutions proposed by Lachlan Star, and the persons named in the enclosed BLUE PROXY intend to vote FOR such resolutions at the Meeting, unless otherwise directed by the shareholders appointing them.

LACHLAN STAR IS NOT SEEKING CONTROL OF LUIRI GOLD AND HAS COMMITTED TO ENSURE SUFFICIENT INDEPENDENT DIRECTORS ARE APPOINTED TO ENSURE CONTINUED OVERSIGHT OF THE BUSINESS OF LUIRI GOLD INDEPENDENTLY OF LACHLAN STAR.

THE CANCELLATION OF LUIRI GOLD’S MINING LICENCE AND SUBSEQUENT HIGH COURT APPEAL IS CLEAR EVIDENCE OF A BREAKDOWN IN KEY RELATIONSHIPS IN ZAMBIA AND AN IMMEDIATE CHANGE OF LUIRI GOLD MANAGEMENT IS REQUIRED TO RE-ESTABLISH THESE RELATIONSHIPS

ADDITIONAL INFORMATION

GENERAL

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Lachlan Star Limited — Proxy Solicitation & Information Statement 2010

46929_rns_2010-09-27_cbd3a089-b7bf-46ed-8a9b-f29dc697c98b.pdf

LUIRI GOLD LIMITED

THE CANCELLATION OF LUIRI GOLD’S MINING LICENCE AND SUBSEQUENT HIGH COURT APPEAL IS CLEAR EVIDENCE OF A BREAKDOWN IN KEY RELATIONSHIPS IN ZAMBIA AND AN IMMEDIATE CHANGE OF LUIRI GOLD MANAGEMENT IS REQUIRED TO RE-ESTABLISH THESE RELATIONSHIPS

LACHLAN STAR URGES SHAREHOLDERS TO VOTE IN FAVOUR OF ITS MOTIONS IN ORDER TO ENABLE LUIRI GOLD TO MOVE FORWARD AND TO PROVIDE STABILITY AT THE BOARD, MANAGEMENT AND SHAREHOLDER LEVELS.

ATTENTION LUIRI SHAREHOLDERS:

VOTE FOR CHANGE. VOTE THE BLUE PROXY.

LUIRI GOLD LIMITED

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY LACHLAN STAR LIMITED

THIS IS NOT THE PROXY FROM MANAGEMENT VOTE FOR CHANGE. VOTE THE BLUE PROXY.

REVOCABILITY OF PROXY

VOTING SECURITIES

VOTING BY PROXY

CDI HOLDERS MAY GIVE DIRECTIONS TO CDN

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

PRINCIPAL HOLDERS OF VOTING SECURITIES

APPLICATION OF CANADIAN CORPORATE AND SECURITIES LAWS

Place of Incorporation

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

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

Reporting by Substantial Shareholders and Insiders

PARTICULARS OF MATTERS TO BE ACTED UPON

2. As a special resolution that Peter Tanham is removed from office as a director of the Company.

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

Lachlan Star recommends that shareholders vote FOR all of the resolutions proposed by Lachlan Star, and the persons named in the enclosed BLUE PROXY intend to vote FOR such resolutions at the Meeting, unless otherwise directed by the shareholders appointing them.

LACHLAN STAR IS NOT SEEKING CONTROL OF LUIRI GOLD AND HAS COMMITTED TO ENSURE SUFFICIENT INDEPENDENT DIRECTORS ARE APPOINTED TO ENSURE CONTINUED OVERSIGHT OF THE BUSINESS OF LUIRI GOLD INDEPENDENTLY OF LACHLAN STAR.

THE CANCELLATION OF LUIRI GOLD’S MINING LICENCE AND SUBSEQUENT HIGH COURT APPEAL IS CLEAR EVIDENCE OF A BREAKDOWN IN KEY RELATIONSHIPS IN ZAMBIA AND AN IMMEDIATE CHANGE OF LUIRI GOLD MANAGEMENT IS REQUIRED TO RE-ESTABLISH THESE RELATIONSHIPS

ADDITIONAL INFORMATION

GENERAL

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Lachlan Star Limited Proxy Solicitation & Information Statement 2010