LEFROY EXPLORATION LIMITED — AGM Information 2012

Dec 4, 2012

ASX ANNOUNCEMENT - USH

5 December 2012

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 27 August 2012.

James Beecher Director

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of U.S. Masters Holdings Ltd, incorporated in the British Virgin Islands. IBC No.29457, Australian Registered Business Number 052 123 930 (“ Company ”) will be held at the Registered Office of the Company at Palm Grove House, Road Town, Tortola, British Virgin Islands on Wednesday 19 December 2012 at 6.30pm (AST). A Shareholder may be deemed present at the meeting if he participates by telephone. Shareholders may participate by telephone by dialling +61 3 9011 8100 in the British Virgin Islands or elsewhere outside Australia or 1800 246 489 within Australia and entering the PIN number 875 311#.

The purpose of the Meeting is to consider, and if thought fit, pass the following resolutions.

General Business

To receive the annual financial report of the Company and its controlled entities for the financial year ended 30 June 2012 together with the declaration of the directors, the directors’ report, and the auditors’ report.

Ordinary Business

1. That Michael Davies retires and, being eligible, has offered himself for re-election, be re-elected ( Resolution 1 ).

2. That approval be given to the issue of 220,000 ordinary fully paid shares in the Company to Gordon Galt or his nominee in lieu of payment of directors fees ( Resolution 2 ).

3. That approval be given to the issue of 220,000 ordinary fully paid shares in the Company to James Beecher or his nominee in lieu of payment of directors fees ( Resolution 3 ).

4. That approval be given to the issue of 220,000 ordinary fully paid shares in the Company to Michael Davies or his nominee in lieu of payment of directors fees ( Resolution 4 ).

5. That approval be given to the issue of 220,000 ordinary fully paid shares in the Company to Geoffrey Pigott or his nominee in lieu of payment of directors fees ( Resolution 5 ).

6. That for the purposes of Listing Rule 7.2 (exception 9) and for all other purposes, approval is given by for the establishment of the Directors and Executives Share Plan (‘Share Plan’) on the terms and conditions summarised in the accompanying Explanatory Statement and the issue of shares from time to time under the Share Plan as an exception to Listing Rule 7.1 ( Resolution 6 ).

7. That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of 1,000,000 ordinary shares in the Company to the Share Plan Trustee to be held on behalf of Gordon Galt or his nominee pursuant to the Share Plan with release of those shares to be subject to the Plan Rules and any vesting conditions determined by the Share Plan Committee on the terms described in the accompanying Explanatory Statement. (Resolution 7) .

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1. That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of 1,000,000 ordinary shares in the Company to the Share Plan Trustee to be held on behalf of James Beecher or his nominee pursuant to the Share Plan with release of those shares to be subject to the Plan Rules and any vesting conditions determined by the Share Plan Committee on the terms described in the accompanying Explanatory Statement. (Resolution 8) .

2. That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of 1,000,000 ordinary shares in the Company to the Share Plan Trustee to be held on behalf of Michael Davies or his nominee pursuant to the Share Plan with release of those shares to be subject to the Plan Rules and any vesting conditions determined by the Share Plan Committee on the terms described in the accompanying Explanatory Statement. (Resolution 9) .

3. That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of 1,000,000 ordinary shares in the Company to the Share Plan Trustee to be held on behalf of Geoffrey Pigott or his nominee pursuant to the Share Plan with release of those shares to be subject to the Plan Rules and any vesting conditions determined by the Share Plan Committee on the terms described in the accompanying Explanatory Statement. (Resolution 10) .

Members are referred to the Explanatory Statement accompanying this Notice of Meeting.

Copies of the Annual Report are available at the Company's website at:

www.ushmasters.com/announcements

BY ORDER OF THE BOARD

James Beecher

Director & Company Secretary

30 November 2012

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Palm Grove House, Road Town, Tortola, British Virgin Islands on Wednesday 19 December 2012.

General Business

Financial Statements and Reports

The business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company and its controlled entities for the financial year ended 30 June 2012 together with the declaration of the Directors, the Directors’ Report, and the Auditors’ Report.

Ordinary Business

Election of Director

Resolutions 1

ASX Listing Rule 14.4 states that a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is the longer. ASX Listing Rule 14.5 states that an entity which has directors must hold an election of directors each year. To comply with these Director rotation provisions at least 1 director will retire each year. The directors between themselves chose Michael Davies to retire this year.

Information on Michael Davies is contained in the Company’s 2012 Annual Report.

Each of the other directors recommends the re-election of Michael Davies.

Issue of Shares to Directors in Lieu of Directors Fees

Resolutions 2 to 5

The Company has limited cash resources which the directors wish to conserve to maximise the Company’s investment activities. Directors have taken on the investment management and administration functions of the Company. In lieu of payment of directors fees the directors for the past 2 years decided to accept the issue of shares as payment for their services and have again this year decided to continue to accept shares as payment for their services. These resolutions are to approve the issue of shares to each director in lieu of payment of cash fees to compensate the directors for their services. The issue price for these director shares have been set at $0.20, the last sale price of the Company shares prior to the date of this Notice of Meeting. At this issue price of $0.20 per share the value of the issue of 220,000 ordinary shares to each director is $44,000, again consistent with the issue to Directors for the past 2 years.

Pursuant to ASX Listing Rule 10.11 approval of shareholders is required for these share issues to directors. The shares will be issued within 1 month of the date of this General Meeting. No funds will be raised by these share issues. These share issues may be satisfied by the reissue of treasury shares held by the Company.

Each of the directors recommends the issue of shares to all of the other directors.

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Voting Restrictions in respect of Resolution 2 to 5 :

In accordance with the ASX Listing Rules, the Company will disregard any votes cast by:

• In respect of Resolution 2 Gordon Galt or his associates

• In respect of Resolution 3 James Beecher or his associates

• In respect of Resolution 4 Michael Davies or his associates

• In respect of Resolution 5 Geoffrey Pigott or his associates

However, the Company need not disregard any votes in connection with Resolutions 2 to 5 if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 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.

Approval of Share Plan

Resolution 6

1 Introduction

Resolution 6 seeks shareholder approval pursuant to Listing Rule 7.2 (exception 9) to establish and maintain the U.S. Masters Holdings Ltd Directors and Executives Share Plan ( Share Plan ) to provide ongoing incentives to employees and officeholders of the Company.

Listing Rule 7.1 limits the number of equity securities which a listed company may issue in any 12 month period without shareholder approval. This limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the date of issue.

An exception to Listing Rule 7.1 is Listing Rule 7.2 (exception 9) which provides that Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the three years before the date of issue, shareholders have approved the issue of shares under the scheme as an exception to Listing Rule 7.1.

If Resolution 6 is passed (except in the case of Directors), the Share Plan will enable the Company to issue Shares under the Share Plan to employees and officeholders of Group Companies without having to obtain shareholder approval each time the Company wishes to issue securities under the Share Plan which would otherwise exceed the 15% limit.

In the case of a Director, no Shares may be issued under the Share Plan without express Shareholder approval (pursuant to the related party provisions in the Listing Rules) of the number and terms of the specific Shares to be issued.

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2 Listing Rule Requirements

2.1 Summary of Key Terms of Share Plan

(a) Eligibility Criteria

The Share Plan is open to participation by employees and consultants of Group Companies, directors of the Company and associates of any of those persons ( Eligible Employees ).

(b) Structure and Administration of the Share Plan

The Share Plan provides for Shares to be acquired by the Plan Trustee either:

• (i) to be held on behalf of Eligible Employees who have accepted offers to acquire Shares under the Share Plan ( Offers ); or

• (ii) for later allocation to other Eligible Employees who may accept Offers in future.

The terms, conditions and rules governing the regulation and administration of the Share Plan are set out in the Plan Rules. There is also a Trust Deed between the Company and the Plan Trustee which provides for the Plan Trustee to administer the Share Plan in accordance with those Plan Rules.

(c) Acquisition of Shares

All Shares are offered to Eligible Employees for no consideration.

The Plan Committee may make Offers from time to time under the Share Plan to any or all Eligible Employees, which will specify, amongst other things:

• (i) the eligibility criteria for the purpose of the Offer, or the Eligible Employees or category of Eligible Employees to whom the Offer is to be made;

• (ii) the existence and nature of any applicable Vesting Conditions;

• (iii) the number of Shares (or means of determining the number of Shares) the subject of the Offer; and

• (iv) any other terms or conditions of the Offer (including the last date for acceptance and how acceptance is to occur).

(d) Shares to be held by Plan Trustee

Upon acceptance of an Offer by an Eligible Employee ( Participant ), the Company will direct the Plan Trustee to acquire sufficient Shares (either through on or off-market trades or by subscribing for new Shares or by reissue of treasury shares held by the Company) and allocate those Shares to the Participant.

The Plan Trustee will hold those Shares on trust for the Participant until the Shares are either released from the Share Plan or forfeited.

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(e) Vesting Conditions

The Plan Committee may in its absolute discretion make Offers which are subject to Vesting Conditions. The purpose of the Vesting Conditions is to provide for performance hurdles to achieve the objective of aligning employee and director rewards to Company performance and the interests of Shareholders. The Plan Committee may reduce or waive the Vesting Conditions in whole or in part. If the Company makes a discounted share issue, an issue of bonus shares or reconstructs its share capital the Plan Committee will adjust any Vesting Condition to take account of that issue or reconstruction so that a Participant is not disadvantaged.

(f) Release of Shares from Share Plan

Shares held by the Plan Trustee on behalf of particular Participants may be released from the Share Plan in any of the following circumstances ( Release Event ):

• (i) the Vesting Conditions have been satisfied;

• (ii) the Plan Committee has determined that Vesting Conditions are not required to be satisfied or that they have been waived;

• (iii) a Participant ceases to be employed by a Group Company due to the existence of special circumstances (such as death, disablement or other circumstances considered to be special by the Plan Committee); or

• (iv) automatically, where either of the following “Accelerated Vesting Events” occurs:

• A. the Company is subject to an unconditional takeover bid (for the acquisition of at least 50% of the Company’s issued share capital and the bidder has received acceptances for at least 33% of the Company’s issued share capital); or

• B. a scheme of arrangement for the acquisition of at least 50% of the Company’s issued share capital has been approved by Shareholders and the relevant Court.

(g) Forfeiture

Shares held by the Plan Trustee on behalf of particular Participants may be forfeited in any of the following circumstances:

• (i) the Participant ceases to be employed by a Group Company (or has given or received a notice for the termination of such employment) and a Release Event has not occurred;

• (ii) a court declares that a Participant has contravened his or her duties as an Eligible Employee; or

• (iii) the Plan Committee determines that a Participant has acted inappropriately with respect to the Company (including gross misconduct, acts of fraud or bringing the Company into disrepute).

Forfeited Shares may be sold, cancelled or transferred, or may continue to be held by the Plan Trustee for the benefit of Eligible Employees in future.

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(h) Rights of Participants

Participants have the following rights during the period in which their Shares are held by the Plan Trustee:

• (i) to direct the Plan Trustee on how to vote their Shares;

• (ii) to receive dividends paid on their Shares;

• (iii) to participate in any pro rata share issue and sell any renounceable rights acquired; and

• (iv) to participate in the issue of any bonus shares or other securities in relation to their Shares (which will be subject to the same terms and Vesting Conditions as, and will be held in the Share Plan by the Plan Trustee in the same manner as, Shares that they received under the Share Plan).

(i) Dealings in Shares

Participants are prohibited from disposing of, or granting any security interests over, Shares (or interests in them) which are held on their behalf by the Plan Trustee.

(j) Termination and Amendment

The Company retains the right to modify, alter, add to or repeal all or any provision of the Plan Rules and the Directors retain the right to waive any provision of the Plan Rules or obligations of Participants under them.

3 Entitlements under the Share Plan

3.1 Overview

The Plan Committee has ultimate discretion to determine which Eligible Employees actually receive Offers under the Share Plan, as well as the number of Shares to be offered to them and any terms or Vesting Conditions.

From time to time the Plan Committee will resolve to make offers of shares to certain Eligible Employees under the Share Plan. The Plan Committee must determine the terms of the offers including specific vesting conditions.

For the initial grant the Shares will be subject to the following vesting conditions, and will only be able to be released from the Share Plan after these conditions have been satisfied:

The Shares will vest in the following tranches and each tranche will be subject to the performance hurdles outlined in (a) below. Four (4) quantified tranches have been preliminarily determined.

Any further tranches will be recommended by the Plan Committee.

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• (a) Each tranche of Shares will not be able to be released from the Share Plan unless and until the following performance hurdles have been achieved:

• (i) tranche one = When the U.S. Masters Holdings Ltd's share price (as traded on the ASX) has exceeded $0.40 per share;

• (ii) tranche two = When the U.S. Masters Holdings Ltd's share price (as traded on the ASX) has exceeded $0.60 per share;

• (iii) tranche three = When the U.S. Masters Holdings Ltd's share price (as traded on the ASX) has exceeded $0.80 per share; and

• (iv) tranche four = When the U.S. Masters Holdings Ltd's share price (as traded on the ASX) has exceeded $1.00 per share.

• (b) Entitlements for each of the 4 tranches for each director will be 250,000 ordinary shares per director per tranche.

4. Number of Securities issued under the scheme since the date of the last approval

The Share Plan has only recently been established. No securities have been issued under the Share Plan as at the date of this Explanatory Statement.

Voting Restrictions in respect of Resolution 6

In accordance with the ASX Listing Rules, the Company will disregard any votes cast by a director or any associate of a director.

However, the Company need not disregard any votes in connection with Resolution 6 if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 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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Approval for the Acquisition of Shares by Directors under the Share Plan

Resolutions 7 to 10

1 Introduction

1.1 Purpose of Resolutions

Resolutions 7 to 10 seek Shareholder approval for the issue by the Company of Shares to the Plan Trustee to be held on behalf of the Directors ( Directors’ Shares ), subject to the Plan Rules and the Vesting Conditions for the purpose of Listing Rule 10.14.

The total number of Directors’ Shares proposed to be issued is 4,000,000 Shares in the proportions set out below:

(a) Mr Gordon Galt (Chairperson) 1,000,000 Shares; (b) Mr James Beecher (Non-Executive Director) 1,000,000 Shares; (c) Mr Michael Davies (Non-Executive Director) 1,000,000 Shares; (d) Mr Geoffrey Pigott (Non-Executive Director) 1,000,000 Shares.

The approval of Resolution 6 permits the Company to issue Shares under the Share Plan during the period of three years from the date of this General Meeting without obtaining any further member approval. However, pursuant to Listing Rule 10.14, specific member approval will still be required for any issue under the Share Plan to Directors or other ‘related parties’ as defined in the Listing Rules. Therefore, Shareholder approval to Resolutions 7 to 10, pursuant to Listing Rule 10.14, is required before the Directors’ Shares can be issued.

1.2 Offers to Directors under the Share Plan

Provided that Shareholder approval is obtained, the Plan Committee intends to issue offers under the Share Plan to each of the Directors, inviting them to participate in the Share Plan. The number of Shares to be offered to each Director will be those set out in paragraph 1.1 immediately above. The Directors’ Shares will be also subject to the Vesting Conditions described at paragraph 3 under the explanation for Resolution 6 in this Explanatory Statement.

2 Listing Rule Requirements

Listing Rule 10.14 prohibits the issue of securities to a director of a company under an employee incentive scheme, unless the approval of the Shareholders of the company is obtained.

The following disclosures are made for the purpose of Listing Rules 7.3 and 10.15:

2.1 Relationship of Share recipients to the Company

The Directors’ Shares will be issued to each Director personally or their nominee.

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2.2 Maximum number of all Shares

The maximum number of all securities that may be acquired by the Directors under Resolutions 7 to 10 is 4,000,000 Shares (as specified at paragraph 1.1 above).

2.3 Share price and use of funds

The Directors’ Shares are issued under the Share Plan to incentivise the Directors and align their interests to those of the Company and to Shareholders. As such, the Directors are not required to pay for the Directors’ Shares and the Company will not raise any funds from the issue of those shares.

2.4 People who have received securities under the Share Plan since last approved

The Share Plan has only recently been established and has been submitted to the Shareholders for approval for the first time in Resolution 6 of the accompanying Notice of Meeting. As at the date of this Notice of Meeting, no Shares have been issued to any person under the Share Plan.

2.5 People who are entitled to participate in the Share Plan

The Share Plan is open to participation by any person who is employed by a Group Company, any Director of the Company, any consultant or contractor to the Company or any associate of such persons.

The names of all persons that are subject to Listing Rule 10.14 who are presently entitled to receive securities under the Share Plan are:

(a) Mr Gordon Galt (Chairperson);

• (b) Mr James Beecher (Non-Executive Director);

• (c) Mr Michael Davies (Non-Executive Director);

• (d) Mr Geoffrey Pigott (Non-Executive Director) and

• (e) any “associate” of any of the Directors named in this list.

2.6 Terms of any loan in relation to the acquisition of the Directors’ Shares

There are no loans advanced to the Directors in respect of the acquisition of the Directors’ Shares.

2.7 Terms of the Directors’ Shares

The Directors’ Shares will be fully paid ordinary shares ranking equally with all other Shares, will have the terms and conditions described at paragraphs 3.1 under the explanation for Resolution 6 above and will be governed by the Share Plan, the key terms of which are described at paragraph 2.1 under the explanation for Resolution 6 above.

2.8 Date by which the Directors’ Shares will be issued

The Company intends to issue the Directors’ Shares to the Plan Trustee as soon as practicable after the General Meeting (subject to the acceptance of offers under the Share Plan by the Directors), but in any event will issue the Directors Shares no later than 12 months after the date of

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this General Meeting. The Directors Shares may be satisfied by the reissue of treasury shares held by the Company.

3 Additional Information

The following additional information is provided to shareholders to enable them to assess the merits of Resolutions 7 to 10.

(a) The Related Party to whom the proposed resolutions would permit the benefit to be given

Messrs Gordon Galt, James Beecher, Michael Davies and Geoffrey Pigott, as Directors, are the related parties to whom the proposed Resolutions would permit the benefit to be given.

(b) The nature of the financial benefit

The nature of the proposed financial benefit to be given is the issue of Shares to the Plan Trustee to be held on behalf of the Directors, or their nominees (as set out in this Explanatory Statement) subject to the Plan Rules and the Vesting Conditions.

The Company currently has on issue 18,028,921 Fully Paid Ordinary Shares and 43,378,016 Treasury Shares held by the Company in itself which were purchased pursuant to an on-market buy-back scheme on the ASX. All rights and obligations attached to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Shares as a Treasury Share. Assuming the shares to be issued to Directors in lieu of Directors fees set out in Resolution 2 to 5 and the shares to be issued as Directors Shares under the Share Plan in Resolutions 7 to 10 are all satisfied by the reissue of Treasury Shares held by the Company the relevant interests of the Directors in Shares before and after the transactions described in this Notice of Meeting are set out in the table below:

	Related Party	Current No of Shares held	Current % of Shares held	No of new Shares to be issued pursuant to Resolutions 2 to 5	No of new Shares to be issued pursuant to Resolutions 7 to 10	No of Shares held	%of Shares On Issue
	Gordon Galt	1,353,154	7.51%	220,000	1,000,000	2,573,154	11.23%
	James Beecher	937,080	5.20%	220,000	1,000,000	2,157,080	9.42%
	Michael Davies	4,494,321	24.93%	220,000	1,000,000	5,714,321	24.94%
	Geoffrey Pigott	893,333	4.95%	220,000	1,000,000	2,113,333	9.22%

(c) Dilution of non-related party Shareholders

If the Directors’ Shares are issued, the Company’s issued share capital excluding the Treasury Shares held by the Company will increase by 4,880,000 Shares representing 21.3% of the issued share capital of the Company on a fully diluted basis excluding the Treasury Shares held by the Company based on the number of Shares currently on issue and which are anticipated to be on issue at the date on which the Directors’ Shares will be issued, assuming no other share issues

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are made apart from the issue of these 4,880,000 Shares, diluting the shareholders by a corresponding amount.

(d) Other Information

As at the date of this Notice of Meeting, the market value of the Shares (as traded on ASX) is $0.20. It is anticipated that the Directors’ Shares will be issued to the Plan Trustee as soon as practicable after the General Meeting, but in any event no later than 12 months after the meeting. The market value of the Shares on the date that they are actually issued, may be higher or lower, or on the date that the Vesting Conditions are satisfied should be higher taking into account the Vesting Conditions.

As set out in Resolutions 2 to 5 Directors have not received any remuneration for the past 2 financial years apart from shares issued in lieu of fees. Resolutions 2 to 5 propose to issue Directors shares in lieu of directors fees for the current financial year. Therefore the benefit received by each director from the Company is the current market value of 20 cents per share for the 220,000 shares proposed to be issued under Resolutions 2 to 5 in lieu of fees and the 1,000,000 Directors Shares proposed to be issued under Resolutions 7 to 10 under the Share Plan of $244,000.

(e) Trading history

The highest closing price of the Company’s Shares trading on the ASX over the past year was $0.27 on 24 July 2012 and the lowest closing price of the Company’s Shares trading on the ASX was $0.19 cents in December 2011. The latest trading price available at the time of preparing this Notice of Meeting was $0.20 on 28 November 2012.

4. Directors’ recommendations

The Directors decline to make a recommendation to non-associated Shareholders in relation to Resolutions 6 to 10 because they have a material personal interest in the outcome of those Resolutions in that they will receive new Shares if the Resolutions are passed.

Voting Restrictions in respect of Resolution 7 to 10 :

In accordance with the ASX Listing Rules, the Company will disregard any votes cast by:

• In respect of Resolution 7 Gordon Galt or his associates

• In respect of Resolution 8 James Beecher or his associates

• In respect of Resolution 9 Michael Davies or his associates

• In respect of Resolution 10 Geoffrey Pigott or his associates

However, the Company need not disregard any votes in connection with Resolutions 7 to 10 if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 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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Notes for completion and Lodgement Please direct your proxy how to vote

For your vote to be counted, the Proxy Form must be completed in accordance with instructions and lodged with the Company as its registered office no later than 6.30 pm (AST) on Monday 17 December 2012 .

Proxies may be lodged by mail, or by fax.

Mailing Address: Facsimile: Suite 2, Level 40 +61 2 8314 5555 88 Phillip Street Sydney NSW 2000 Australia

1. A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on their behalf.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights.

3. Proxies need not be members of the Company. The Chairman of the meeting will act as a proxy in the absence of directions otherwise.

For the purpose of the meeting, securities will be taken to be held by the persons who are registered holders at close of business on Monday 17 December 2012. Transactions registered after that time will be disregarded in determining entitlements to attend and to vote at the meeting.

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Lodge your vote:

IBC No. 29457 ARBN 052 123 930

 By Mail:

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

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

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 no later 6.30pm (AST) Monday, 17 December 2012

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

 www.investorcentre.com

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Your secure access information is:

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

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

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of US Masters Holdings Limited hereby appoint

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the Chairman OR of the Meeting

 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 US Masters Holdings Limited to be held at Palm Grove House, Road Town, Tortola, British Virgin Islands Wednesday, 19 December 2012 at 6.30pm (AST) and at any adjournment of that meeting.

Important for Items 2, 6 and 7: If the Chairman of the Meeting is your proxy and you have not directed him how to vote on Items 2, 6 and 7 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 7 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 2, 6 and 7 of business.

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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.

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

			For	Again	st Abstain
Item	1	Re-election of Michael Davies as a Director of the Company
Item	2	Issue of 220,000 ordinary shares to Gordon Galt
Item	3	Issue of 220,000 ordinary shares to James Beecher
Item	4	Issue of 220,000 ordinary shares to Michael Davies
Item	5	Issue of 220,000 ordinary shares to Geoffrey Pigott
Item	6	Establishment of the Directors and Executives Share Plan
Item	7	Issue of 1,000,000 ordinary shares to the Share Plan Trustee- Gordon Galt
Item	8	Issue of 1,000,000 ordinary shares to the Share Plan Trustee- James Beecher
Item	9	Issue of 1,000,000 ordinary shares to the Share Plan Trustee- Michael Davies
Item	10	Issue of 1,000,000 ordinary shares to the Share Plan Trustee- Geoffrey Pigott

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.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /

U S H

1 5 9 6 3 7 A