MATSA RESOURCES LIMITED — AGM Information 2011

Oct 26, 2011

MATSA RESOURCES LIMITED ACN 106 732 487

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

DATE OF MEETING

Wednesday, 30 November 2011

TIME OF MEETING

10.00am

PLACE OF MEETING

Suite 11 139 Newcastle Street PERTH WA

These papers should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

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MATSA RESOURCES LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2011 Annual General Meeting of the Shareholders of Matsa Resources Limited (" Company ") will be held in the Company’s offices at Suite 11, 139 Newcastle Street, Perth, Western Australia on Wednesday, 30 November 2011 at 10.00am WST for the purpose of transacting the following business referred to in this Notice of Meeting.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies and forms part of this Notice of Meeting.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (Sydney time) on 28 November 2011.

Please note terms used in the Resolutions contained in this Notice of Meeting have the same meaning as set out in the glossary of the Explanatory Memorandum accompanying this Notice.

AGENDA

BUSINESS

ANNUAL REPORT

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011, together with the declaration of the directors’ report, the remuneration report and the auditors’ report.

RESOLUTION 1 – Remuneration Report

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

“ That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the year ended 30 June 2011. ”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

• (c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

• (d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

RESOLUTION 2 – Re-Election of Mr Andrew Chapman as a Director

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

• " That, for the purpose of clause 11.4 of the Company's constitution, and for all other purposes, Mr Andrew Chapman, a Director, retires by rotation, and being eligible, is re-elected as a Director ."

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RESOLUTION 3 – Ratification of Prior Issue of 340,252 Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 340,252 Shares on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if the vote 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 vote 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.

RESOLUTION 4 – Ratification of Prior Issue of 3,120,000 Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 3,120,000 Shares on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

Voting exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if the vote 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 vote 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.

RESOLUTION 5 – Ratification of Issue of Securities to SpringTree Special Opportunities Fund

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

“That for the purpose of Listing Rule 7.4 and for all other purposes, approval is given to ratify the prior issue of 1,771,616 Shares and 1,250,000 Options to SpringTree Special Opportunities Fund, LP, 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 participated in the issue and any associates of those persons. However, the Company need not disregard a vote if the vote 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 vote 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.

OTHER BUSINESS

To deal with any other business which may be lawfully brought forward in accordance with the Company's constitution and the Corporations Act.

BY ORDER OF THE BOARD

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Andrew Chapman Company Secretary

Dated 20 October 2011

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PROXIES

A Shareholder entitled to attend and vote at the above annual general meeting of Shareholders may appoint not more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder’s voting rights.

A proxy may, but need not be, a Shareholder of the Company.

The instrument appointing a proxy must be in writing, executed by the appointor or his/her attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer, or officers, or his/her attorney(s) duly authorised.

The instrument or proxy (and the power of attorney or other authority, if any, under which it is signed, or a certified copy of the same) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed.

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 Annual 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.

MATSA RESOURCES LIMITED ACN 106 732 487

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting (" Notice of Meeting ") of Matsa Resources Limited (" Company ").

The Directors recommend Shareholders read this Explanatory Memorandum (which forms part of the Notice of Meeting) in full before making any decision in relation to the Resolutions. If you have any questions regarding the matters set out in this Explanatory Memorandum or the Notice of Meeting, please contact your stockbroker or other professional adviser.

Terms used in this Notice of Meeting have defined meanings which are explained in the Glossary appearing at the end of this Explanatory Memorandum.

Financial Reports

Shareholders will be given an opportunity to ask questions of the Directors and the Company's Auditors in relation to the accounts of the Company at the Annual General Meeting.

RESOLUTION 1 – Adoption of Remuneration Report

Section 298 of the Corporations Act requires that the annual Directors' Report contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act. By way of summary, the Remuneration Report:

• (a) discusses the Company’s policy and the process for determining the remuneration of its executive officers and Directors;

• (b) addresses the relationship between the remuneration of the Company’s executive officers and the performance of the Company; and

• (c) sets out remuneration details for each Director and each of the executive officers of the Company named in the Remuneration Report for the financial year ended 30 June 2011.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. Pursuant to section 250R(3), the vote on this Resolution is advisory only and does not bind the Board or the Company.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

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The Company encourages all Shareholders to cast their votes on Resolution 1 (Remuneration Report).

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or their closely related parties.

Any undirected proxies held by the Chairperson of the Annual General Meeting, other directors or other Key Management Personnel or any of their closely related parties will not be voted on Resolution 1. Accordingly, if you appoint the Chairman of the Meeting as your proxy, you should direct him how to vote on Resolution 1 if you want your Shares to be voted on that item of business.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth

RESOLUTION 2 – Re-Election of Mr Andrew Chapman as a Director

Clause 11.3 of the Company's constitution provides that at each annual general meeting, one third of the Directors for the time being (or the number nearest one third) must retire from office, excluding any director appointed since the last annual general meeting in determining that one third. A retiring director under clause 11.3 of the Company’s constitution is eligible for re-election.

The Directors to retire at any annual general meeting must be those who have been in office longest since their last election. Accordingly, Mr Chapman is the only director who will retire by rotation at this Meeting. Mr Chapman, being eligible, offers himself for re-election.

The Board appointed Mr Andrew Chapman as a Director on 17 December 2009.

Mr Chapman is a chartered accountant with over 18 years experience with publicly listed companies where he has held positions as Company Secretary and Chief Financial Officer and has experience in the areas of corporate acquisitions, divestments and capital raisings. He has worked for a number of public companies in the mineral resources, oil and gas and technology sectors. He is also the Company Secretary for Westgold Resources Limited.

Mr Chapman is an associate member of the Institute of Chartered Accountants (ICAA) and a Fellow of the Financial Services Institute of Australasia (Finsia).

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RESOLUTIONS 3 AND 4 – Ratification of Prior Issues of Shares

Background

On 21 April 2011, the Company advised that it had issued 340,252 new Shares at an issue price of $0.2939 per Share as part of the agreement with Cullen Resources Limited (“ Cullen ”) to farm-in to Cullen’s Killaloe Project near Norseman, WA and in accordance with the agreement issued Cullen with $100,000 worth of Matsa shares (" First Placement "). The number of Shares was based on the 5 day VWAP within 5 business days of satisfaction of the conditions precedent of the agreement.

In addition to the issue of the Shares the other key terms of the agreement are:

1. Matsa to sole-fund $500,000 of exploration costs within 3 years of satisfaction of the conditions precedent (“Farm-in Period”), and to maintain the tenements in good standing throughout the term;

2. Matsa, after incurring a minimum of $100,000 of exploration costs, may elect to withdraw from the agreement within the Farm-in Period without further cost;

3. Following Matsa earning its 70% interest an unincorporated joint venture will be formed with Cullen who may, within 30 business days, elect to convert its 30% interest to a 20% interest free carried until the making of a decision to mine; and

4. Cullen may, within 30 business days of a decision to mine, elect to convert its then joint venture interest into a 2% net smelter return royalty payable on all minerals (any payments in relation to the net profits interest royalty will be an allowable deduction from the obligations of this royalty).

Shareholder ratification of the 340,252 Shares the subject of the First Placement is being sought pursuant to Resolution 3.

In addition, in the Company’s ASX announcement of 18 August 2011, it was stated that the Company intended to raise $624,000 via a placement of 3,120,000 new Shares at an issue price of $0.20 each (" Second Placement ").

The placement of the new Shares was made to sophisticated investors with the funds being used to further the Company’s Thailand projects, in particular for costs with respect to applications for further Special Prospecting Licences in Thailand and general working capital.

Shareholder ratification of the 3,120,000 Shares the subject of the Second Placement is being sought pursuant to Resolution 4.

Listing Rule 7.4

Listing Rule 7.1 provides that a company may not (without shareholder approval) issue equity securities representing more than 15% of its issued capital within any 12 month period.

Under Listing Rule 7.4, an issue of securities made without prior shareholder approval can be ratified (and treated as having been made with approval for the purposes of Listing Rule 7.1) if:

• the issue did not breach Listing Rule 7.1; and

• holders of ordinary securities subsequently approve it.

Accordingly, the Company seeks Shareholder ratification (pursuant to Listing Rule 7.4) of the issue of a total of 3,460,252 Shares the subject of Resolutions 3 and 4 in order to reinstate the Company’s capacity to issue up to 15% of its ordinary capital, if required, in the next 12 months without Shareholder approval.

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Additional Information

For the purposes of Listing Rule 7.5, the following information is provided to Shareholders:

First Placement

• (a) 340,252 Shares were issued.

• (b) These Shares were issued at $0.2939 each.

• (c) These Shares are fully paid ordinary shares in the Company and rank pari passu with all other Shares on issue.

• (d) The issue was made to Cullen Resources Limited who was not a related party of the Company at the time of the First Placement.

• (e) The purpose of the issue was to issue Cullen Resources Limited with $100,000 worth of Matsa shares as part of the agreement with Cullen Resources Limited for Matsa to farm-in to the Killaloe Project near Norseman, Western Australia. No monies were raised from the First Placement.

Second Placement

• (a) 3,120,000 Shares were issued.

• (b)

• These Shares were issued at $0.20 each.

• (c) These Shares are fully paid ordinary shares in the Company and rank pari passu with all other Shares on issue.

• (d) The Shares were allotted to sophisticated investors. None of the allottees were related parties of the Company at the time of the Second Placement.

• (e) The purpose of the issue was to raise funds to be used to further the Company’s Thailand projects, in particular for costs with respect to applications for further Special Prospecting Licences in Thailand and for general working capital.

RESOLUTION 5 – Issue of Securities to SpringTree Special Opportunities Fund

During the period from 11 February 2011 to 30 May 2011 the Company has announced the total issue of 1,771,616 Shares and 1,250,000 Options to SpringTree Special Opportunities Fund ( SpringTree ), in stages, pursuant to the terms of the Share Purchase Agreement.

Shareholder approval is sought to ratify the Shares and Options previously issued to SpringTree and referred to in Resolution 5.

The full details of the Share Purchase Agreement were announced to the ASX on 12 July 2011.

As at the date of this Notice of Annual General Meeting, the Company has drawn down a total of $450,000 (paid in stages) under the Share Purchase Agreement. In accordance with the Share Purchase Agreement, the Company has issued the following Securities to SpringTree:

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Date	Funds drawn down under the Share Purchase Agreement	Conversion Price	Number of Securities Issued
12 July 2011	$150,000; $100,000 (“Collateral Shares”)	Issued as Commencement Fee (nil consideration)	1,248,877 Shares 1,250,000 Options
13 August 2011		$100,000 converted at $0.1913 per Share	522,739
17 August 2011	$100,000
21 September 2011	($100,000) Repaid 17 August 2011 funds drawn down		Nil
22 September 2011	$100,000
Total	$350,000		1,771,616 Shares 1,250,000 Options

Listing Rule 7.4

Listing Rule 7.1 provides that a company may not (without shareholder approval) issue equity securities representing more than 15% of its issued capital within any 12 month period.

Under Listing Rule 7.4, an issue of securities made without prior shareholder approval can be ratified (and treated as having been made with approval for the purposes of Listing Rule 7.1) if:

• the issue did not breach Listing Rule 7.1; and

• holders of ordinary securities subsequently approve it.

Accordingly, the Company seeks Shareholder ratification (pursuant to Listing Rule 7.4) of the issue of a total of 1,771,616 Shares and 1,250,000 Options the subject of Resolution 5 in order to reinstate the Company’s capacity to issue up to 15% of its ordinary capital, if required, in the next 12 months without Shareholder approval.

Additional Information

For the purposes of Listing Rule 7.5, the following information is provided to Shareholders:

• (a) 1,771,616 Shares were issued. 1,250,000 Options were issued.

• (b) The Shares have been issued at various prices ranging from $0.1913 per Share to $0.20 per Share as outlined in the table above; and

The Options were issued for nil consideration.

• (c) The Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue.

The Options expire on or before 13 January 2014 and have an exercise price of $0.266 per Option (26.6 cents). The Options have no voting rights and are otherwise issued on the terms and conditions set out in Annexure A.

• (d) The Shares were issued to and Options granted to SpringTree who is not a related party of the Company.

• (e) The purpose of the issue was to provide additional working capital for the Company as it continues towards development of the Norseman Gold Project.

No funds were raised on the issue of the Options. Funds may be raised on the eventual exercise of the Options, however, there is no guarantee that the Options will be exercised.

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GLOSSARY

Annual Report means the Company's annual report including the reports of the Directors and the auditor and the financial statements of the Company for the year ended 30 June 2011, which can be downloaded from the Company's website at www.matsa.com.au.

ASX means ASX Limited trading as the Australian Securities Exchange.

Board means the board of Directors.

Company means Matsa Resources Limited ACN 106 732 487.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum which accompanies and forms part of the Notice of Meeting.

Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Meeting means the annual general meeting of the Company the subject of the Notice of Meeting.

Notice of Meeting means the Notice of Annual General Meeting which accompanies this Explanatory Memorandum.

Option means an option to acquire a Share.

Remuneration Report means the remuneration report appearing in the Annual Report.

Resolution means a resolution proposed pursuant to the Notice of Meeting.

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

Shareholder means a holder of a Share.

VWAP means volume weighted average price.

WST means Western Standard Time in Perth, Western Australia.

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ANNEXURE A

TERMS AND CONDITIONS OF SPRINGTREE OPTIONS

The following are the terms and conditions of the SpringTree Options:

1. Nil consideration will be payable per Option for the issue of the Options.

2. The Options shall expire at 5.00pm WST on 13 January 2014 (" Expiry Date ").

3. Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share (" Share ") in Matsa Resources Limited ACN 106 732 487 (" Company ") at an exercise price of $0.266 each at the date of issue (" Exercise Price ").

4. Options may be exercised at any time from the date of issue until the Expiry Date.

5. Options not exercised on or before the Expiry Date will automatically lapse.

6. The Exercise Price of Shares the subject of Options shall be payable in full on exercise of the Options.

7. Options may only be exercised by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:

8. (a) payment for the Exercise Price for each Share to be issued on exercise of the Options specified in the notice; and

9. (b) the certificate for those Options, for cancellation by the Company.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) by the Expiry Date.

1. Subject to condition 6, within 10 Business Days after the notice referred to in condition 7 becoming effective, the Company must:

2. (a) allot and issue the number of Shares specified in the notice to the holder;

3. (b) cancel the Certificate for the Options being exercised; and

4. (c) if applicable, issue a new certificate for any remaining Options covered by the certificate accompanying the notice.

6. The Company will not apply for the Options to be quoted on ASX.

7. The Options are transferable.

8. Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, pari passu with existing Shares of the Company in all respects.

9. The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of Options quoted on ASX.

10. The Company must give notice as required under the Listing Rules to Option holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

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1. If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, Options will be reorganised in accordance with the Listing Rules and Corporations Act at the time of the reorganisation.

2. The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

3. There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised.

4. If at any time prior to the Expiry Date the Option holder dies, the deceased holder's legal personal representative may:

5. (a) elect to be registered as the new Option holder of the deceased Option holder's Options;

6. (b) whether or not he or she becomes so registered, exercise those Options as if he or she were the holder of them in accordance with those terms and conditions; and

7. (c) if the deceased Option holder has already given a notice of exercise of his Options, pay the Exercise Price in respect of those Options.

8. There is no right to change the Exercise Price of an Option nor the number of underlying Shares over which the Option can be exercised, if the Company completes a bonus issue.

9. There is no right to change the Exercise Price of an Option nor the number of underlying Shares over which the Option can be exercised, if the Company completes a pro rata issue.

10. In these terms and conditions:

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" Business Day " means a day on which the stock market of ASX is open for trading in securities; and

" Listing Rules " means the Official Listing Rules of ASX as they apply to the Company.

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MATSA RESOURCES LIMITED ACN 106 732 487 PROXY FORM

The Company Secretary Matsa Resources Limited PO Box 376 Northbridge WA 6865 Facsimile: (08) 9227 0370 Email: reception@matsa.com.au

I/We (name of shareholder) ........................................................................................................................................ of (address) ................................................................................................................................................................. being a member/members of Matsa Resources Limited HEREBY APPOINT (name) ........................................................................................................................................................................ of (address) ................................................................................................................................................................. and/or failing him (name) ............................................................................................................................................ of (address) .................................................................................................................................................................

or failing that person then the Chairman of the Annual General Meeting as my/our proxy to act generally for me/us and to vote in accordance with the following directions or, if no directions are given, as the proxy sees fit at the Annual General Meeting of the Company to be held on 30 November 2011 at 10.00am WST at the Company’s offices at Suite 11, 139 Newcastle Street, Perth, Western Australia and at any adjournment of the meeting.

Important: If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or Closely Related Party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.

Should you so desire to direct the proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

			For	Against	Abstain
Resolution	1	Remuneration Report	�	�	�
Resolution	2	Re-Election of Mr Andrew Chapman as a Director	�	�	�
Resolution	3	Ratification of Prior Issue of 340,252 Shares	�	�	�
Resolution	4	Ratification of Prior Issue of 3,120,000 Shares	�	�	�
Resolution	5	Ratification of Prior Issue of Securities to SpringTree	�	�	�
		Special Opportunities Fund

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

This Proxy is appointed to represent _____% of my voting right, or if two proxies are appointed Proxy 1 represents _____% and Proxy 2 represents _____% of my/our total votes. My/our total voting right is __________ shares.

IF THE SHAREHOLDER IS AN INDIVIDUAL OR JOINT HOLDER:

Signature: ________

Signature: _____

IF THE SHAREHOLDER IS A COMPANY:

Affix common seal (if required by Constitution)

Director/Sole Director and Secretary Director/Secretary

Dated:

In addition to signing the Proxy Form above please provide the information below in case we need to contact you.

_______ Contact Daytime Telephone

Contact name

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INSTRUCTIONS FOR APPOINTMENT OF PROXY

• A Shareholder entitled to attend and to cast two or more votes is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the Shareholder’s proxy. A proxy need not be a Shareholder of the Company.

• Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the Shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder’s voting rights. Fractions shall be disregarded. Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available from the Company, or alternatively you may copy this form.

• The proxy form must be signed personally by the Shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with its constitution or its duly authorised attorney. In the case of joint Shareholders, this proxy must be signed by each of the joint Shareholders, personally or by a duly authorised attorney.

• If a proxy is executed by an attorney of a Shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

• Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual 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 Annual General Meeting.

• To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting by post, facsimile or email to the address stipulated in this proxy form. If the proxy form specifies a way in which the proxy is to vote on any of the Resolutions stated above, then the following applies:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

• if the proxy has two 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 Chairman, the proxy must vote on a poll and must vote that way; and

• if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

• If a proxy is also a Shareholder, the proxy can cast any votes the proxy holds as a Shareholder in any way that the proxy sees fit.

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