LITHIUM UNIVERSE LIMITED — Proxy Solicitation & Information Statement 2012

Jun 26, 2012

VOLTA MINING LIMITED

ACN 148 878 782

NOTICE OF GENERAL MEETING

TIME : 10.00am (WST) DATE : Friday, 27 July 2012 PLACE : Royal Perth Golf Club Labouchere Road SOUTH PERTH WA 6151

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6212 3700.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	10
Schedule 1 – Terms and Conditions of Options	11
Proxy Form	12
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10am WST on Friday, 27 July 2012 at:

Royal Perth Golf Club Labouchere Road SOUTH PERTH WA 6151

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5pm (WST) (7pm Sydney time) on 24 July 2012.

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

Notice is given that the general meeting of Shareholders will be held at 10am (WST) on Friday, 27 July 2012 at Royal Perth Golf Club, Labouchere Road, South Perth, Western Australia.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE PURSUANT TO A SHARE SALE AND PURCHASE AGREEMENT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 2,550,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by 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.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 1,982,650 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by 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.

3. RESOLUTION 3 – PLACEMENT OF TRANCHE 1 OPTIONS, TRANCHE 2 SHARES AND TRANCHE 2 OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 7,217,350 Shares and 4,600,000 Options on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by 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.

4. RESOLUTION 4 – ADDITIONAL PLACEMENT OF SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 15,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by 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.

DATED: 27 JUNE 2012

BY ORDER OF THE BOARD

GEORGE LAZAROU DIRECTOR AND COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10am (WST) on Friday, 27 July 2012 at Royal Perth Golf Club, Labouchere Road, South Perth, Western Australia.

The purpose of this Explanatory Memorandum is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE UNDER SHARE SALE AND PURCHASE AGREEMENT

1.1 General

On 25 January 2012, the Company entered into a share sale and purchase agreement with Terra Holdings Limited ( Terra ) pursuant to which it agreed to acquire an 85% interest in Sahel Resources (a company duly incorporated and registered in Mauritius) ( Acquisition ).

On 20 April 2012, the Company issued 2,550,000 Shares to Terra in consideration for the Acquisition.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Terra Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Terra Ratification:

• (a) 2,550,000 Shares were allotted;

• (b) the deemed issue price was $0.20 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

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• (d) the Shares were allotted and issued to Terra Holdings Limited, who is not a related party of the Company; and

• (e) no funds were raised from this issue as the Shares were issued in consideration for the Acquisition.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 SHARES

2.1 Background

On 23 May 2012, the Company announced that it intended to undertake a placement by issuing up to 9,200,000 Shares at $0.25 each to raise up to $2,300,000 (before costs) together with one (1) free attaching Option for every two (2) Shares subscribed for and issued, exercisable at $0.20 on or before 30 June 2014 ( Placement ).

The free-attaching Options will be quoted and will be issued on the same terms and conditions as the Company’s existing Options.

The Placement will be undertaken in two separate tranches as detailed below:

• (a) on 15 June 2012, the Company issued the maximum number of Shares possible in accordance with its 15% placement capacity under Listing Rule 7.1 being the issue of 1,982,650 Shares ( Tranche 1 Shares ). The Options that would otherwise be issued with the Trance 1 Shares (being 991,325 free-attaching Options ( Tranche 1 Options )) will be issued subject to receipt of shareholder approval, which is being sought pursuant to Resolution 3). The issue of the Tranche 1 Shares and Tranche 1 Options together forms the Tranche 1 Placement ; and

• (b) the Company will then issue up to 7,217,350 Shares ( Tranche 2 Shares ) and 3,608,675 Options ( Tranche 2 Options ) (together the Tranche 2 Placement ) subject to and after shareholder approval is obtained pursuant to Resolution 3.

The Company has engaged the services of Indian Ocean Capital Pty Ltd (ACN 120 576 892) ( Indian Ocean ), a licensed securities dealer (AFSL number 246558) to lead manage the Placement. The Company will pay Indian Ocean a fee of 6% (exclusive of goods and services tax) on the amount raised under the Placement.

2.2 Approvals

The Company issued the Tranche 1 Shares without prior Shareholder approval out of its 15% annual placement capacity.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Tranche 1 Shares ( Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1.1 above.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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2.3 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) 1,982,650 Shares were allotted;

• (b) the issue price per Tranche 1 Share was $0.25;

• (c) the Tranche 1 Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Tranche 1 Shares were allotted and issued to clients of Indian Ocean. There were 37 subscribers in total. None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue are intended to be used for a RC drilling programme at its Koro and Ibi Palga Gold Projects in Burkina Faso.

3. RESOLUTION 3 – PLACEMENT OF TRANCHE 1 OPTIONS, TRANCHE 2 SHARES AND TRANCHE 2 OPTIONS

3.1 General

Resolution 3 seeks Shareholder approval for the allotment and issue of the Tranche 1 Options, Tranche 2 Shares and Tranche 2 Options (together the Remaining Placement Securities ) as described above at section 2.1.

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Remaining Placement Securities during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Remaining Placement Securities:

• (a) the maximum number of Shares to be issued is 7,217,350 and the maximum number of Options to be issued is 4,600,000;

• (b) the Remaining Placement Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c)

• the Tranche 2 Shares will be issued at $0.25 each;

• (d) the Tranche 1 Options and Tranche 2 Options will be issued for nil consideration as the Options will be issued as free attaching to the Tranche 2 Shares on a one (1) for two (2) basis;

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• (e) the Remaining Placement Securities will be allotted and issued to clients of Indian Ocean. None of these subscribers are related parties of the Company;

• (f) the Tranche 2 Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (g) the Tranche 1 Options and Tranche 2 Options will be issued on the terms and conditions set out in Schedule 1; and

• (h) the Company intends to use the funds raised from the issue of the Remaining Placement Securities towards the:

• (i) commencement an RC drilling programme at its Koro and Ibi Palga Gold Projects in Burkina Faso;

• (ii) further exploration expenditure on its other projects in Burkina Faso and Mali; and

• (iii) general working capital.

Assuming no Options are exercised or other Shares issued and the maximum number of Shares as set out above are issued, the number of Shares on issue would increase from 37,332,650 (this includes Tranche 1 Shares) (being the number of Shares on issue as at the date of this Notice) to 44,550,000 and the shareholding of existing Shareholders would be diluted by 19.33%. Further, in the event all the Tranche 1 Options and Tranche 2 Options issued pursuant to the Placement were exercised the number of Shares on issue would increase to 49,150,000 and the shareholding of existing Shareholders would be diluted by an additional 10.33%.

4. RESOLUTION 4 – ADDITIONAL PLACEMENT OF SHARES

4.1 General

Resolution 4 seeks Shareholder approval for an additional allotment and issue of up to 15,000,000 Shares at an issue price of not less than 80% of the average market price for Shares calculated over 5 days on which sales in the Shares are recorded before the day on which the issue is made ( Additional Placement ). The Additional Placement is being made separately to the placements contemplated by Resolutions 1 and 2.

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 4 will be to allow the Directors to issue the Shares pursuant to the Additional Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Additional Placement:

• (c) the maximum number of Shares to be issued is 15,000,000;

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• (d) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (e) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made;

• (f) the Shares will be allotted and issued to sophisticated and professional investors. None of these subscribers will be related parties of the Company;

• (g) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (h) the Company intends to use the funds raised from the Additional Placement towards expenditure commitment for existing projects, general working capital and to pursue other opportunities.

Assuming no Options are exercised or other Shares issued and the maximum number of Shares as set out above are issued, the number of Shares on issue would increase from 37,332,650 (being the number of Shares on issue as at the date of this Notice including the Tranche 1 Shares contemplated by Resolution 2) to 52,332,650 and the shareholding of existing Shareholders would be diluted by 40.18%.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Volta Mining Limited (ACN 148 878 782).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Indian Ocean means Indian Ocean Capital Pty Ltd (ACN 120 576 892).

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) Each Option will expire at 5.00pm (WST) on 30 June 2014 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.20 ( Exercise Price ).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 business days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) Subject to the expiry of any applicable escrow period the Options shall be freely transferable.

• (i) All Shares allotted upon the exercise of Options will, upon allotment, rank pari passu in all respects with other Shares.

• (j) The Company will apply for quotation of the Options on ASX. In addition, the Company will also apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

• (m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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PROXY FORM

APPOINTMENT OF PROXY VOLTA MINING LIMITED ACN 148 878 782

GENERAL MEETING

I/We of being a member of Volta Mining Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 10am (WST)], on Friday, 27 July 2012 at Royal Perth Golf Club, Labouchere Road, South Perth, Western Australia, and at any adjournment thereof.

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If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 4 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 4 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 4 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 4.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

% Voting on Business of the General Meeting FOR AGAINST ABSTAIN Resolution 1: Ratification of prior issue pursuant to the Share Sale and Purchase Agreement Resolution 2: Ratification of prior issue of Tranche 1 Shares Resolution 3: Placement of Tranche 1 Options, Tranche 2 Shares and Tranche 2 Options Resolution 4: Additional Placement of Shares Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Member(s): Date: Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary	% Voting on Business of the General Meeting FOR AGAINST ABSTAIN Resolution 1: Ratification of prior issue pursuant to the Share Sale and Purchase Agreement Resolution 2: Ratification of prior issue of Tranche 1 Shares Resolution 3: Placement of Tranche 1 Options, Tranche 2 Shares and Tranche 2 Options Resolution 4: Additional Placement of Shares Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Member(s): Date: Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary	% Voting on Business of the General Meeting FOR AGAINST ABSTAIN Resolution 1: Ratification of prior issue pursuant to the Share Sale and Purchase Agreement Resolution 2: Ratification of prior issue of Tranche 1 Shares Resolution 3: Placement of Tranche 1 Options, Tranche 2 Shares and Tranche 2 Options Resolution 4: Additional Placement of Shares Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Member(s): Date: Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary
		%
	Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): ______

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VOLTA MINING LIMITED ACN 148 878 782

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and cast a vote at an General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member may appoint a second proxy to attend and vote on their behalf at the meeting. However, where both proxies attend the meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to PO Box 940, West Perth WA 6872; or

• (i) facsimile to the Company on facsimile number +61 8 6212 3799;or

• (ii) email to the Company at info@voltamining.com.au,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

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