LEFROY EXPLORATION LIMITED — AGM Information 2011

Nov 20, 2011

ASX ANNOUNCEMENT - USH

21 November 2011

Notice of AGM

Please find attached a mailing sent to shareholders.

The Company’s Annual Report comprises only the documents released to the ASX on 30 August 2011.

James Beecher Director

916CR_0_Sample_Proxy/000001/000003

916CR_0_Sample_Proxy/000001/000004/i

Lodge your vote:

By Mail: Suite 2, Level 40 88 Phillip Street Sydney NSW 2000 Australia

Alternatively you can fax your form to +61 2 8314 5555

000001 000 USH MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 5.00pm (AST) Monday 19 December 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==

==> picture [157 x 38] intentionally omitted <==

----- Start of picture text ----- I9999999999----- End of picture text -----

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of U.S. Masters Holdings Ltd hereby appoint

==> picture [21 x 21] intentionally omitted <==

the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 Annual General Meeting of U.S. Masters Holdings Ltd to be held at the Registered Office of the Company at Palm Grove House, Road Town, Tortola, British Virgin Islands on Wednesday, 21 December 2011 at 5.00pm (AST) and at any adjournment of that meeting.

Important for Items 2 & 6: If the Chairman of the Meeting is your proxy and you have not directed him how to vote on Items 2 & 6 below, please mark the box in this section. 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 2 & 6 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 Items 2 & 6 of business.

==> picture [20 x 21] intentionally omitted <==

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he has an interest in the outcome of that Item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest.

 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

==> picture [87 x 23] intentionally omitted <==

1	Re-election of James Beecher
2	Issue of 293,333 ordinary fully paid shares in the Company to Gordon Galt or his nominee in lieu of
	payment of directors fees
3	Issue of 293,333 ordinary fully paid shares in the Company to James Beecher or his nominee in lieu of
	payment of directors fees
4	Issue of 293,333 ordinary fully paid shares in the Company to Michael Davies or his nominee in lieu of
	payment of directors fees
5	Issue of 293,333 ordinary fully paid shares in the Company to Geoffrey Pigott or his nominee in lieu of
	payment of directors fees
6	Issue of up to 200,000 ordinary fully paid shares in the Company to Gordon Galt or his nominee as part
	of the Shortfall from the Entitlement Issue on the same terms and conditions as the Entitlement Offer

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

==> picture [504 x 77] intentionally omitted <==

----- Start of picture text ----- Individual or Securityholder 1 Securityholder 2 Securityholder 3Sole Director and Sole Company Secretary Director Director/Company SecretaryContactContact Daytime / /Name Telephone Date----- End of picture text -----

U S H

1 4 0 6 1 5 A