LEFROY EXPLORATION LIMITED — Director's Dealing 2011

Dec 22, 2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity U.S. Masters Holdings Ltd

ARBN 052123930

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	James David Beecher
Date of last notice	20 December 2010

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest	Director of CFO Advisers Pty Ltd ATF The
(including registered holder)Note: Provide details of the circumstances giving rise to the relevant	Beecher Family Trust
interest.
Date of change	22/12/2011
No. of securities held prior to change	477081
Class	Ordinary
Number acquired	459,999
Number disposed
Value/Consideration	166,666 - $ 0.15
Note: If consideration is non-cash, provide details and estimatedvaluation	293,333 – in lieu of directors fees
No. of securities held after change	937,080

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change 166,666 Shortfall Entitlement Issue Example: on-market trade, off-market trade, exercise of options, 293,333 Issued in lieu of Directors Fees issue of securities under dividend reinvestment plan, participation in buy-back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contractsdetailed above traded during a+closed periodwhere prior written clearance was required?	no
If so, was prior written clearance provided toallow the trade toproceed during thisperiod?
If prior written clearance was provided, on whatdate was thisprovided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011